Authors Note: I swear, I keep trying to write short chapters and it just doesn't work out. Just to post something I broke this chapter in half. The second half will be out soon.

By the by, I would love and appreciate comments and constructive reviews. I really do want to hear what your thoughts are on the story thus far. Am I doing well? Are there areas for improvement? Are the characters coming off as well rounded and believable? Let me know, I'd love to hear.

It has also come to my attention that Fanfiction doesn't accept com-links to be written after the fashion that I always use to write it with a '.' inbetween. I'm going to go fix that issue in chapter one.

Also wanted to explain the character change of Sea Spray. I've been watching a lot of Transformers Prime recently and discovered that Sea Spray was mentioned as a wrecker. I immediately loved the concept of Sea Spray being portrayed as Quint from Jaws, so this is my take.

I would also like to take a moment to say thank you Pr1me Gurl for all of your recent favs and follows to my stories! Also to SigmaConvoy for favoriting and following this story and 'Echo'! It means a lot!

'He who sups with the devil had better have a long spoon.'

-Dining with the Devil, Os Guinness

Trapped in a elevator lift standing flank of Phage, Rumble and Frenzy kept glancing sidelong at the phaser. The femme kept shifting her stance as if she was itching inside of her own metallic skin from a counterpoise to a stiff military at-ease. Her lips moved infinitesimally, quirking occasionally with her subtle muttering while her optics would occasionally flicker down and to the right before fixing ahead into a thousand yard stare. The Minicon brothers looked to each other and sent private messages over their personal comm-links.

/She has it bad./ Rumble sent sympathetically. /She has to have been jumping under the Autobot olfactories or that leap to the ground sped her along. We should be taking her to the medbay for treatment./

/Megatron want's to have that chat now./

Rumble pulled a face. /I think the burn through is further along than anyone guessed. She could snap during the meeting./

One of Frenzy's blood-lusting smirks quirked his lips. /You think Megatron can't deal with one plain loaded monoformer? She snaps he'd pin her. End of it. She can't do anything with the null-restraints anyway./

Nonetheless, Rumble looked worried. /I'm contacting Soundwave./

/Tch. Whatever runs your processor./

After a length, Rumble suddenly said, "About the Stunticons-" Phage's optics riveted and locked onto him, weary and angry wrapped in a fog of lingering shock, "-we aren't like that. It's them. I don't know what it is, just- all the new generation are fragged up in the processor. It would be easy to blame it on Earth culture. On Cybertron, before the War," he rushed to elaborate, "it takes a new Cybertronian about five days to integrate into society. But over the course of the War, that got sped up with the M.T.O.s -err, sorry, you wouldn't know that."

"Made to order forge colds with pre-booted memory." She was brusque in her response. "I know."

"Oh! Oh well, uh-" stumbled Rumble eloquently, "It'd just be easy to blame it on them integrating into Earth culture. But, I don't think its really that. None of the newer generation seems stable to me. Brain modules and personality weaves are extremely complicated things- like Vector Enigmas, or so I'm told. Look at the Dinobots- not even your own Ratchet and Wheeljack could stitch a proper personality weave."

"You know who built them?" her tone was even and weary but, Rumble thought, agitated.

"It's our function to know." When she said nothing else but looked back to the lift doors and maintained a fine pressed frown, he carried on, "The Constructicons and Combaticons personality weaves were painstakingly crafted and vigorously stress tested before the Boss gave the go ahead to build them. Starscream labored at it for quartexs. Even then they have personality defects. The Stunticons," Rumble said slowly, an edge of distaste coloring his next few words, "were rushed at the Battle of New York like any old M.T.O.'s. We needed ground troops to combat the Autobots. The compact buildings did not allow for easy maneuverability and Megatron was determined not to lose when we had finally moved forward-" Frenzy abruptly grunted. The Minicon Brothers shared a look between them and Rumble shifted. When he spoke again it was a minor shift in topic. "Beyond the Dinobots, do the Aerialbots or the other newer faces have the same problem?" he studied her face for a response but there was not so much as a flicker of a quirk on her lips or shift in her optics. She was stoic, tight lipped and her optics fixed decidedly ahead. His shoulder struts visibly sagged. The light behind his visor softened. "Just- times are hard."

"Why are you apologizing?"

"Because somebody has to and it won't be them." there was genuine concern from the Minicon, and it was that that grabbed her attention. The moment stretched out, and both parties felt there was an mutual understanding. Suddenly, Rumble added, "Don't phase anytime soon." Marginally, she inclined her head to the right. "Not until you get treatment for the burn through." The escort party paused as the lift came to a halt and the reinforced hydraulic door wooshed open. Rumble continued, shaking his head sadly. "Personality weaves are so difficult...and your throwing your perfectly good one away."

"Ugh." Frenzy cut in abruptly, almost shocking the two. He had been obstinately silent since his beserking outburst in the wash racks, "You're going soft. If anyone else had heard you just now-" Rumble's visor flashed but Frenzy continued before Rumble could mouth off. "Even when your treated, it'll only be when Megatron tells you you can phase that you'll be doing it. This isn't the Autobots, you phase behind our backs and you won't like the consequences."

"I'm not a Decepticon." her lips twisted at the very notion.

"Hah. Sure, we'll see what you say after your chat with Megatron."

The Minicons had not gone a step when they realized Phage had not moved. Just a short blaster shot down the long hall before them was Soundwave. He was stationed outside yet another nondescript door, weapon drawn and at a stiff at-ease. He could have been the Queen's Guard at Buckingham Palace for all the acknowledgment he gave them.

Frenzy's jaw set in a frown. "Move it, Trojan." he jostled her forward and said darkly with a near feral grin, "You're already late."

"My name's not-" she caught herself, face alighting when she realized he had meant it as a slam. "-ah."

They led her down the hall and straight up to Soundwave. Aggravatingly, Frenzy threw her a positively savage grin as he said, "Wait right here." then he and Rumble entered the room beyond. They were there and gone so quickly she didn't get a chance at a glance beyond, not that she was paying attention. She was trying her damnedest to ignore the spy master's overshadowing height. Her stance shifted five times before the Minicons reappeared. Rumble gestured over his shoulder strut with a thumb. "You can go in."

"And if I refuse?"

Rumble barked out a scoff as he and Frenzy shoved her inside.

Phage jerked to a halt as her processor decoded the visual input her optics were sending. Unlike what Optimus had drilled her for for hours before this moment, she was not in the Decepticon throne room as he had predicted. They were, in fact, in a bar. Completely empty except for her and Megatron, who stood behind the bar with his hands splayed down on the bar top. The fusion cannon was missing.

Her processor whirled, grasping for footing. Even Optimus was taken aback. Firstly, not even he realized that the Decepticons had an energon distillery for engex. Secondly, the lighting of the bar was low and mellow, soft lights that offered poor illumination for the patrons, but called attention to the true spotlights of the place- the bright neon engex's on the shelves behind Megatron and the several inches thick reinforced glass wall, where search lights outside penetrated the black oceanic depths to illuminate the sprawling base the Decepticons had painstakingly raised off the seafloor for a decade and six. If the bar had been owned by anyone other than the Decepticons, Phage would have loved it. Instead she was wholly uncomfortable as she fell back on her human processes registering that it was just Megatron and herself in a bar with mood lighting.

Her stomach twisted. She Sensed Optimus simultaneously blanch at the idea alongside her and brush her consciousness in a more pointed protective manner than reassuring that coalesced to his avatar seizing her wrist. The reaction in their shared mindspace was loaded with millenia old pain and hard memories that Phage did not want to take the time to analyze. She just did not question Prime's reaction, instead she felt her consciousness saddling up closer beside his for support, retreating from the undersea to his more firm land.

Standing alone just feet from the door, she felt suddenly very human and every exposed.

"Rumble and Frenzy tell me that you met with some difficulty in the wash racks-of a Stunticon nature." the smooth roll of Megatron's voice was volcanic glass, low grumblings of seismic activity and hissing steam escaping fissures in the earth's surface. "They also said you held up well enough to Motormaster."

::How is he fully repaired?!:: shot off Phage in alarm. ::He doesn't have a nick on him!::

Optimus had noticed as well and the conundrum disturbed him. ::The Decepticons must have some new medical technology we don't.::

Phage's rising ire was held in check by the bizarre situation in which she found herself. ::For how long have they had it? Whatever it is? If it overlaps with any time they've demanded Ratchet...::

Her thought trailed off, but Optimus was of a similar irate disposition.

Horrifically, she found herself rushing to speak before she had fully analyzed what it was she was saying while engaged in conversation with Optimus. "He water boarded me in boiling oil."

"How- tame."

She wanted to smack herself. What in the world did she think that would accomplish? The Minicons must have informed him one way or another. And what did water boarding even mean to the mech whose method of interrogations and tortures had included smelting mechs in the pools beneath Kaon. Tame indeed.

"It must not have gone over very well for them. You look fine. In fact, you look spotless. Frankly I'm not sure if I should be more impressed that you can handle yourself against Motormaster or that you can run across a live battlefield and walk away with no mesh damage at all."

Suddenly, she realized the detour to the wash racks was more than just a pit stop to clean up. There had been an ulterior motive there that she didn't quite grasp. Phage glanced herself over, truly took the time to actually look, and realized that she was perfectly unharmed after all of the day's stressful events. It wasn't that she thought that it was impossible, just incredible.

::Do you think the Stunticons attack was planned?::

::By Megatron? It is a possibility, although I doubt the validity of it. The Stunticons have always been unruly and proved at the Battle of New York they do not respect Megatron's authority.:: responded Prime. ::I believe the attack was wholly motivated under Motormaster's will. Not that that means it is above Megatron to take advantage of it.::

When she looked back up Megatron's grin was the sugar-coated smile of a cyber waste-wolf. "Have a seat." he waved his arm before the empty bar stools in front of him. "I insist. That talk I mentioned we needed to have- this isn't it." A bright burst of energon blue light signaled that he'd tapped the subspace pocket of his right hand. Out of it he summoned two metal goblets that looked like they could have been forged in the pits of Mordor. He pushed one towards her. The cyber waste-wolf grin was still in place. "What's your poison?"

Her stoic mask, marshaled into place by Optimus's will, cracked and crumbled away. None of this was what they practiced for.

"Poison...?" she was so disoriented by the whole affair. She had heard of verbal whiplash and realized this was it. Megatron- behind a bar. Ready to serve her engex. The same Megatron who had violently murdered Optimus Prime just that afternoon. Who tore Sideswipe and Sunstreaker apart. Who-

::Murdered Sentinel Prime before me.:: and the thoughts and memories kept snowballing from Optimus's consciousness. ::Who seized power over Kaon through a violent revolution to become Emirate Megatron. A title he barely held before claiming Lord after the Fall of the First Five Cities. Megatron who overthrew the functionist government of Cybertron that marked the end of the Golden Age. Megatron, orchestrator of the Simanzi Massacre.::

That last thought threatened to drown her in Optimus Prime's personal memories of the single most horrific campaign of the Great War.

::Stop! Stop, please! Not now. I can't-just, not now.::

Her lips parted, sealed, and opened again. "I-I uh, I don't usually drink..." Every word she spoke became meeker under Megatron's scrutinizing glare.

"Make an exception. Tonight I'm drinking to honor a fallen warrior and an old friend." at the last admission, his tone became reflective. "I believe you may be the only one on-board who would understand, after all you and Optimus were close. So, go on," as he spoke, Phage slowly drifted towards the bar as if walking in a bizarre dream. His optics devoured her every step, "what is your poison? Kremzeek? Mood Whiplash? Old Corroder? You do know the names of at least some engex's, don't you?"

::This is surreal.:: Phage thought and was shocked when a wordless thought from Optimus decoded as meaning that this whole thing was frighteningly familiar. ::What?:: Frustratingly, Prime did not elaborate, his city fortress was locked down and silent.

Her fuel pump was hammering against her chassis. Phage muttered her choice of high-grades.

"Speak up." She jerked at the hiss in Megatron's raspy tone.

"Radioactive." She spluttered quickly.

::Radioactive?::

"Radioactive." repeated Megatron musingly as one of his optical ridge's rose incrementally up his forehead. Somehow he kept an optic on her while he analyzed the engex display and carefully picked two bottles off the shelf. "Mixes, Phage? For someone who doesn't usually drink," his tone suggested he was mocking her, "you go straight for the strong stuff."

She refused to elaborate that she liked it because the sweet notes hid the burn. She also refused to elaborate that she sometimes took a shot or two just to relax her nerves enough to recharge soundly at night. It was a practice that Alicean had sometimes employed that Phage seized on.

In the Infraspace, a city district shifted to a new level while Optimus Prime's avatar was stiff.

Her voice got stuck in her throat. Casual conversation was not something she ever wanted to have with the Decepticon leader. That was dangerous grounds. She had no intention ever of walking down Stockholm Syndrome lane.

And she became preoccupied with another internal struggle between her and Prime-did she take the seat directly ahead of Megatron as Optimus wanted to do, because it was Prime's drive to never show weakness or back down from Megatron, or as Phage wanted to do, seize a seat off hand the warlord. If she had to be near him she wanted to be as far from him as she could. Give her a rifle, cover, and a battlefield between her and her enemy and she was fine. Distance. Sharpshooting. Or behind a lab table or medberth, she was comfortable, in her element. This...she couldn't look at Megatron. Her optics were fixed to the bar top. Even when Optimus seized control to stare down the warlord, eventually Phage's trepidation would leak through and her optics would find something to focus on just over his shoulder strut.

Ultimately, Optimus's dominate ego won out over her more passive one. It was becoming the way of things between them she noted, as she slipped into the bad stool directly in front of Megatron.

They were having conflict. There was a balance lost that had been present before the incident in the wash racks. With their minds now merged at the seams, two halves sharing a whole, she was more and more being overruled by Optimus Prime. Part of her was allowing it. Another half was feeling slighted. But it was her that just kept giving ground. And Optimus was...Optimus Prime, unbreakable wall to Megatron's unstoppable force. And she went and threw herself right in the middle. Optimus would brook no failure in this matter and she was subtly aware of his millions year old indomitable will seeding through her processor to fill in fine fractures not unlike medical sealant to close off structural injuries.

Unexpectedly, Megatron skillfully spun the bottles of engex and mixed her drink. The display set her on edge, feeling as though it was something so personal she shouldn't know. Another conversational whiplash. Megatron filled her goblet to the brim, the colors swirling to a bright green. "Knock yourself out."

::Preferable.::

::Absolutely not.::

::I wasn't serious!::

He returned the engex's to the shelf and summoned another stout, unlabeled bottle from his personal subspace field and poured it straight into his goblet.

::His special blend.::Optimus supplied as an off hand side note. He was familiar with data.

Megatron filled his goblet, subspaced his special blend and swept up the goblet in one fluid movement. "To Optimus Prime, the noblest adversary I could hope to have. From henceforth there are none after who could hope to compare to his virtues or the rivalry we shared. All I do hereafter, I fear, will be dulled in the shadow of his termination." His optics never left hers. "Go on, don't be shy. It is customary of those close to the terminated to add their part."

She refused to pick up her goblet. "I'm not toasting to Optimus's death." She knew that this wasn't what that was. Phage understood cultural differences and was picking up that apparently Decepticon social etiquette dictated to celebrate passing rather than to mourn. It wasn't an uncommon practice on Earth and was even a beautiful affair. An experience she refused to indulge with the Decepticon Commander. She just felt like playing the part of an ignorant American bigot because that was all too easy than to establish middle ground with the dictator.

Spike might actually be angry with her later. He had been trying for years to broker peace between the two factions.

Megatron lowered his goblet marginally. "If this was a celebratory occasion I would be sharing this moment with my fellow Decepticons- not you. I merely wanted to say farewell to an old friend with someone who could reciprocate the notion and permit me to engross in former times. But perhaps I was wrong. You may have entered this conflict late, and as his human charge, but some rift must have occurred between the two of you, or perhaps the opposite? Optimus Prime must have cherished you terribly to bury you so deep in the Ark that not even Soundwave was able to record your movements for quartexs."

Phage couldn't help the dry laugh that barked up from her throat. Of everything Optimus had drilled her for none of this had been close.

"What, pray tell, is so amusing?"

"If you think inventory control is equivalent to showing how cherished you are then su-re."

"Why did Prime have someone of your talents doing inventory." The way Megatron stressed it seemed like the inefficiency physically hurt him.

Phage locked up. This wasn't something to be discussing with Megatron. Ever. Another step and she could slip and mention it was inventory for Wheeljack's myriad half-finished, exploded or outright discarded inventions. It was just a short trip down the road to questions pertaining to what sort of inventions, and what sort of inventory, and ultimately that all could accumulate to her discussions with Wheeljack over her own Waiting Room Project.

Optimus's consciousness stirred, probing, questioning silently. Twice now the stray thought had passed through her mind. Although she Sensed he wanted to know, Optimus also knew now was definitely not the time. The general consensus was later. They would discuss it later.

Like so many other things.

Thankfully, Megatron let off the trail of conversation as if it were nothing more than a red herring to dislodge him from his own line of questioning. "Do you know," the glow of the engex illuminated the planes of his face in ill favor where she was able to catch sight of micro scars, "it is impossible to wage a war against someone for five million years and not get to know them. I could anticipate Optimus Prime's every move. I knew when he recharged and for how long. The amount of energon he consumed and the material used to build him. Pitt," Megatron laughed, "I could tell you his favorite Cybertronian novel. Or," he caught her optics with his intense stare and held them, "what he finds appealing in a partner." Her stellar blue optics narrowed as her fine pressed lips parted, scrutinizing, analyzing, and confused. "The war taught him to be careful not to permit rifts in relations with his Autobots. Rifts create dissension and dissension leads to traitors. The war taught him that, but I taught him to be cautious of who he reached out for. I can tell you the interest he took in you was a rarity. There was no rift between you and him."

Having firsthand experience with the Witwicky temper from Sparkplug to her terminated father Radar, Megatron knew the energon blue tinge to her cheeks signaled the oncoming short fuse customary with their programming.

"Optimus and I weren't a thing! Next Decepticon who so much as suggests it I'm going to-"

"Do what? I'm genuinely curious. Rip his throat out with your denta? Flip him across the room? Word to the wise, do not threaten if you can't back up your words." Her cheeks burned brighter as her lips pressed into a tight line. "And if I'm the next Decepticon to call you out on your lie and say you were more than loyal what exactly would you do?" He let it hang between them and permeate the air. Her jaw set.

::If I had a vial of concentrated acid to splash across his face-::

::That's not fair fighting.::

::Fair?:: she scoffed. ::Fair fighting- what a clean joke! You think I could seriously take him any other way?::

::I'd rather not at all.::

"As I said," Megatron repeated, smug. "Do not threaten what you can't back up."

"Optimus and I were just friends. Strained. But friends."

"Strained." Megatron echoed, and she thought it sounded like there was an underlying mocking tone.

She gritted her teeth. "You try waking up one day to an entirely different body and not end up with strained relations."

"I have." She blinked hard at his admission, but Megatron did not elaborate further. Instead he said with an air of a teacher patiently explaining a lesson to the student, "Oh, Phage," and his goblet touched back on the bar top, untasted, "you're deceiving yourself."

"Excuse me?"

"There is a fine line between loyalty and the devotion you've shown today."

"I don't-"

Megatron continued to speak as if she hadn't tried to interrupt him. "Loyalty is when Soundwave stays behind on the battlefield to ensure I make it off. Loyalty is Starscream- yes, Starscream's dedication to the Decepticon cause. Loyalty is what all my Decepticons show everyday, to push themselves above and beyond their mettle, to carve out the life we have down here on the ocean floor of this mud ball planet, to continue to put their faith in me to lead them to a better tomorrow. That is loyalty. What you've done today goes above and beyond. You aren't modified for war conditions, you can't even transform-no, mass displacement and a hologram projection is not a proper transformation, yet you ran across an active battlefield and risked my wrath...you put your life in jeopardy for Optimus Prime. A fool's errand in the end, but the courage that took- You didn't make that run for loyalty. You didn't make it because of strained relations. You made it because of your devotion..."

"We were friends." Her voice was thin but the dawning realization was readily apparent on her face.

"If you were friends, then I missed the principle nine million years ago." His smile was sickly sweet. "You need to lift the veil from your optics and see the truth. And the truth is you loved him. Ahh- there it is." Her stellar blue optics steadily dropped to the bar top and ultimately became focused on her untouched goblet of radioactive.

There had been no firefight, no physical damage done yet she felt like Megatron had just punctured her armor and stabbed at her spark chamber.

::How could I not...:: she false started, then turned in the Infraspace to stare at Prime's tight grip on her wrist then up at him. In her minds eye, their optics locked. ::Megatron's...right. Oh my god.::

Loyalty was doing your best and still loosing a friend. Devotion, as Megatron put it-love, was refusing the outcome and doing what she did- performing a hasty and very dangerous field spark extraction from an unstable spark chamber and a cortical psychic patch from a flat lining brain module.

::I love you.:: Her thought was shock, struck through with revelation. ::How could I have been so blind?::

::Alo Ata.:: his thought, his nick name for her, was all warm sunlight on lazy summer days. She Sensed he wanted to express more and held back. She understood completely. Their situation was strange and made her wholly uncomfortable in that she was already involved. Phage was trying to keep the identity back from him, but small underlying data kept leaking through. The information was easier to gleam with their minds fixed at the seams. He had it narrowed down to two.

She felt a tremor cut straight through her. Solvent pricked at the corners of her optics but refused to gather and fall.

::How could we have wasted so much time?::

"You've no idea the pleasure its been to watch your relationship unfold with Optimus Prime for the last sixteen solar megacycles. Like one of those Earth drama programme's. I must admit, every new dribble of information Soundwave fed me was a delight." Megatron's jeering voice disrupted their moment like lightning. Her optics jerked up and burrowed into him with a new found resolve. "It was just the bit of drama I needed to break up the monotony of daily intel grind. It's a tragedy really that it was never fully realized. And with you so recently ascended to Cybertronian. Tsk." he shook his head. "If Optimus had lived, I could have enacted one of dozens of methods I've devised over the last year to use you to hurt him."

Phage really wished she did have a vial of concentrated acid rather than her laser scalpel in her subspace pocket. She would get a morbid satisfaction watching the sick grin run off his face.

Optimus didn't know which was worse, the pooling pit of dread forming in their fuel tanks at the realization that Megatron had been planning to use Phage against him, or Phage's own dark trail of thoughts. When she Sensed his displeasure with her, Phage flashed steel denta back at him in a savage snarl that would make Frenzy proud. The tender moment ran away between rapid fire thoughts that shot back and forth between them of excessive force versus necessity of defense. Between dealing with a threat and having mercy.

Their moral conflict added fuel to their roiling cauldron of conflicting emotions.

It did not help that she was holding two conversations. On her physical body, her facial features shifted into a firm, unyielding mask of cool anger. Her voice shifted with her temperament, hard, punctuated, and clear. "The Autobots have the Matrix, Megatron. When they use it-"

::We have to be better than them. If you permit yourself to degrade to his level then there is nothing to set you apart from the monster you battle.::

::I would be the vict-:: Phage stopped the thought short. Victory at the cost of herself? That wasn't right and she knew it. What would be left of her spiritually, emotionally, mentally and physically if she went that road? Nothing she perceived she would like. Once again, she conceded to Optimus Prime's wisdom.

::I don't like that side of me. The temper, the anger...::

::The simplest solution is to stop feeding it.::

"Another fallacy Phage, really?" What had she said to Megatron just now? "You should do well to remember who you're speaking too." He depressed a button on his comm-link and a recording began playing.

Prowl's mellow voice shot through the comm-link dressed in stress. /Ratchet? Ratchet!/

/What?/ returned the chief medical officer. Immediately, Optimus did not like the tone of his old friends voice. There was a hollowness to it.

/You're sure Phage has the Matrix?/

/Yes./ came Ratchet's forlorn response. /It's gone from Prime's chest cavity. It's the only conclusion./

/Prime could have left it secured somewhere here at the Ark!/ popped off Bumblebee in hopeful fashion and Phage wanted to squeeze the mech in a bear hug. /If we can find it-/

/He wouldn't./ Phage's face continued to grow longer and paler as the recording went on, anger forgotten. She took a significant blow as Ratchet's voice continued to say, /The Matrix is always with him./

/Besides,/ echoed Hound's voice next from the playback, /I could smell Matrix energy all over her. She came into contact with it./

/She does anyway during routine quartex maintenance on Prime./ there again was Ratchet's weary voice and again Phage and Optimus felt like they'd been sucker punched by friendly fire.

/This was fresh./ Hound persisted.

/Well now Phage and the Matrix are gone./ restated Prowl tersely.

/And now their gone./ echoed Ratchet's voice. /I don't know what Phage was playing at. The only logical conclusion is that she took it./

"There's more if you're interested." said Megatron when he tapped another button and the recording shut off. "Laserbeak gleamed much when the Autobots regrouped after the battle. There was quite the interesting bit about your after shift phasing by your cousin Spike as well."

::Shit.::

::Do not panic.::Optimus tried to interject and seize control of the situation as he was use to doing. ::Hold your ground and press what we rehearsed. We won't get another chance.::

"That isn't evidence of anything." Phage tried for calm, and she knew she would have given way to temper or stress if Optimus wasn't reinforcing her resolve. "Just confusion! I told Trailbreaker the same thing I've told you and that I'll continue to tell everyone else-" her finger stabbed the bar top to literate her point. "I don't have the Matrix. You can make all the coercion you like, underhanded or otherwise, and it will not change the facts. As your surveillance confirmed, I am Ratchet's assistant. I aid him in a plethora of menial tasks, including Prime's monthly examinations- during which Ratchet often hands me the Matrix for safekeeping. Even if you were telling the truth about the Matrix leaving a residue that only comes up under a dark light, my hands would be marked from my duty, not the battlefield."

"How favorable for you." He had the audacity to look bored. "I presume you're going to continue with this trail and explain to me that that is also why scans detect Matrix residue."

Phage deflated slightly. "No. I was actually going to say sparks produce a radiation burst when they expire," she gestured to herself, "and I was right there when Prime's spark left its chamber. Given his spark's close proximity to the Matrix, it is a given that his spark alone radiates Matrix energy. Thereby, it only stands to reason that the Matrix residue I am radiating that everyone is so stuck on is from that."

The corner of his lips pulled up in a sneer. "How utterly convenient."

"It's not convenient. It's truth."

"Are you finished."

"No!" she fumed, steadily growing irate at his aloof demeanor. She shoved herself off of the stool, hands flexing between fists and stretching out again. Phage had the sudden urge to strike him across his face. She was half a mind to do it. Optimus's will was reaffirming not too. All the while Megatron did not so much as flinch at her movement, a testament to how little he actually feared her. "All of this is ridiculous! Clearly Optimus hid the Matrix and didn't tell anyone! Or perhaps he hid it just before the battle. Heavens if I know the whys or wherefores! I could postulate on it all day! But certainly it was a wise move given the turn of events and your record for tearing the blasted bauble out of him to create more Decepticons! But the matter remains that I just don't have the damn thing and you're the one that's going to be left looking the fool when the Autobots discover it at the Ark!"

::The Matrix is not a bauble.:: Optimus had the audacity to grumble.

::I do not want to hear this right now.::

Both Optimus and Megatron shared the same blasphemous injustice she had just served upon their species last hope of escaping extinction. "Bauble she calls it." Megatron expressed in a constrained whisper before his features settled into their customary frown. "Are you finished with your tirade? Good." he gestured with his hand. "Sit down and have a drink. Take the edge off your temper." When she did not immediately do as he said, Megatron snapped, "Sit. Down." Abruptly, the femme plopped into the bar stool hard with all the grace of the Combaticons- which was to say, none. "Drink."

Phage continued to be feisty with him by glaring down the goblet of radioactive, hands firmly pressed to the bar top, fingers straining as her and Prime wrestled over the matter of her vexation.

"I said drink."

"Return me to the Ark."

"You're in no position to be making demands of me." remarked Megatron brusquely.

"Use me as a bargaining chip for energon and supplies then! I have no other value."

Megatron broke into a slow trickle of laughter. "No other value? Dear Phage, you have more value than even you may realize." Megatron began with an air for patience, "If I am to believe your logic then I'm inclined to hold you here until one of three primary routes becomes available. Either your lying and that can be easily determined by breaching your subspace pockets, or I take your word that all of this is a ploy of Optimus Prime's will pre-termination, not as unlikely as that may be, and if it were and I were you I would be furious with the late Prime. As I am not, I should seize action and storm the Ark and end this cycle now. Or, I stay my hand and do nothing while I watch the pawns scramble on the board. When the Autobots find the Matrix at the Ark, as you insist they will, I swoop in before they revive Optimus Prime. That course saves me the trouble of searching myself and tearing apart my future base of operations. As you'll note," Megatron elaborated between stapled fingers, "any of the available courses are simple enough, especially the former. I've yet to resort to such tactics as I am trying to give you an opportunity to prove yourself willingly."

"Opportunity?" Phage said, optical ridges folding inwards as her tone became more incredulous as she went on. "You want me to join the Decepticons!"

"I stand on the precipice of complete victory. Simply put, you must for your own sake. If you insist on treading the path less taken, and the outcome of future events is indeed as you insist and Optimus is revived, you will suffer the consequences. As I only just illuminated, I have a dozen schemes ready to use you against Prime, and don't entertain the illusion I won't. I've personally ripped the spark chamber from a prior conjunx endura of his. As satisfying as it was at the time, it was so short lived. I've changed since then." She was staring at him, a mix of dread and cold fire pushed dangerously close to an edge. "What I would do to you would be much worse, just so I can watch the horror play out on Prime's face as I pick you apart and destroy him with the knowledge that everything you have done you did because you loved him."

In the Infraspace, smoke poured in furious trails from Optimus's smokestacks. From the city-conscious to his avatar, Phage Sensed a rising rage like nothing her short bursts could compare. Hers were but violent flashy chemical bursts to a raging wildfire that could grow out of control.

She Felt Optimus's consciousness entrench deeper into her's not unlike a fierce embrace. With it, she Sensed two deep, painful scars and one much fresher. Touching one brought on a memory that contained a soul-wrenching scream. Immediately leaving that, she was hesitant to explore the others, but she understood. Three scars for three names. ::Phage, I don't know what I would do if he hurt you.::

"But," Megatron added suddenly, his large black hands flattening against the bar top, "we both know the Matrix isn't with the Autobots. So really, there's only one primary course here- and that's you."

"I- what?"

"You're a horrible liar." Megatron stated flatly. "You have a tell when you do. So for all your convenient explanations, you've undone yourself with minor inconsistencies, facial glitches and intel I've gleamed through Laserbeak. Medical assistant, inventory control, all while juggling you're extra curricular phasing jaunts? You're a busy femme, or something's not adding up."

Feeling their chances slipping away, Phage once again burst out of her stool. "I'm telling the truth!"

"You're trying to trick me so I'll make an exchange with the Autobots for your safe return for a handful of energon cubes while you Trojan," her fuel tanks churned at the choice of name usages and she realized she should not have said anything to Rumble and Frenzy, "slip back to the Ark with the Matrix. I don't think so, Bearer."

She scrubbed her face with her palms. She wanted to scream she was the rookie of the base but swallowed the words. Anything she mentioned now was not only useless but dangerous.

::Optimus!::

::I'm thinking.:: His own thought had an edge that belied his stress.

"Go on, have a drink, Phage." Megatron said as he raised his goblet, dark smirk in place, "In memory of Optimus Prime, my bitterest adversary and...strained relations."

Her hand was numb as her fingers languidly found purchase around the neck of the goblet. Megatron knocked his head back and downed the liquid in the goblet like a shot. Phage felt very much like doing the same and held off.

When the engex passed over her glossa, all she could taste was the burn. Megatron was either a terrible bartender, or the warlord preferred horribly strong engex.

The Autobot extraction team huddled together on a thin stretch of beach, high worn cliffs behind them, heavy cloud cover overhead and the pacific ocean before them deceitfully serene. A light fog clung to the area and wisped around their feet, obscuring visibility and nearly consuming Bumblebee and Spike in its hungry tendrils. Without the light of the moon, the Autobots blended against the beach and could have been mistaken for no more than a boulder to break up the monotony of the uninteresting stretch of sand, except for the eerie gleam of their optics and visors as they intently scanned the horizons.

Jazz stood apart from the small unit, a tightly pressed frown on his lips. Everything was his fault. Half-assed jobs irked him on a profound level, so he found himself unable to forgive himself for the blunder at the battle earlier that day. If he had just drove Phage straight into the Ark rather than dropping her off at the entrance to cover her rear, Skywarp would not have been able to snag her up as he had. There was no excuse for his action, he could not blame it on battle rush. He should have trusted that the rest of the Autobots would cover them. The blunder was just sloppy. And as Optimus Prime's second-in-command, sloppy wasn't something he could afford. Neither could Phage.

They had very limited time, he reminded himself. He knew from firsthand experience the kind of tortures and interrogation methods Megatron and the Decepticons employed to get what they wanted out of hostages. Nor did Jazz entertain the thought that Phage, as a femme, was safe from any of it. Since reviving on Earth, Megatron had not held to his code of honor as rigidly as he had on Cybertron. The Decepticon commander was breaking Cybertronian law and his own word at an alarming rate. So much so that Jazz was genuinely concerned that Megatron would go so far as to Brand Phage to get what he wanted.

Jazz resisted the uncomfortable urge to scrub at his optics behind his visor. A rise of irritation rose up in him that lent itself to a tart growl. "Where the Pitt is Sea Spray?" Optics riveted to him and locked on as he broke the tense silence. "I swear to Primus himself, if he's high on Crysmagnetal again-"

"Don't get your wires in a twist."

The Autobot extraction unit jumped at the voice. The distinct whine of weapons powering on sprang from Jetfire and the Aerialbots. Jazz only barely kept himself from drawing his blaster.

The fog swirled and parted. Rising silently out from the dark ocean depths like an old phantom, dripping frigid salt water and treading straight towards their unit was Sea Spray. The old salt's wax and finish were peeling from salt water and sun exposure. Before Perceptor's invention of Corro-Stop, Sea Spray's armor would wear signs of rust by the time he'd show up at the Ark for maintenance. But Corro-Stop did nothing to disguise the old weave of battle scars on the veteran that he bore with pride. Some as old as the Simanzi Massacre.

Sea Spray of the Forced Flood, an old M.T.O. dropped into the Simanzi Massacre, the single worse hell hole of the War that raged for generations.

"That only happened once." He deliberately popped a thin sliver of Crysmagnetal into his mouth as he approached, eyeing Jazz over as if daring him to say something. "Negative affects occur only when consumed in large quantities. But in small doses I've found that my armor absorbs its unique properties."

"Crazy son-of-a-bitch." Jazz relaxed his grip and allowed himself a lopsided smile as he met Sea Spray half way. "There you are you old barnacle!" Their hands clasped at the forearm in customary Autobot greeting. Not far behind him, Jazz heard the Aerialbots and Jetfire reset the safety on their weapons before approaching with Spike and Bumblebee.

"What's the situation? My recon report wasn't due for another decacycle." Sea Spray's grizzled water clogged vocal processor always sounded as if he were half drowned. "I had to rush here to meet you when I got your encoded message- not that it explained much." He inclined his head, visor flashing in the direction of the rest of the extraction unit. "The fly boys are here? Something big- It can't be a full on assault, Optimus Prime isn't here." he deduced as he laboriously munched on the thin sliced cut of Crysmagnetal. "The Decepticons snatched someone up again. Not Spike I see. Carly?"

"Prime is terminated."

Sea Spray's head snapped back to Jazz. "How?"

"How else- Megatron."

Sea Spray hissed, and the sound came off as water evaporating under intense heat. "So that leaves you in charge."

"The high and low of it."

"What's this all about then? I'm being called back to the Ark?"

"No." Jazz said. "I need intel on the Decepticon sea base. Recent activity. New buildings? Defenses? Did they ever get those shields up?"

Sea Spray guffawed. "Shields? Under water?"

"I'll take that as a no. Sensors?"

"Are a mess." Sea Spray supplied, chewing away. "As always. The 'Cons don't bother with their scanners the majority of the time. They're too busy to check on schools of fish."

"Perfect."

Sea Spray inclined his head. "What's this about? Who we after?"

"After Megatron terminated Optimus on the battlefield he took Phage as a hostage."

"The femme?" Sea Spray's optical ridge rose up his forehead. "What would he want with her? Better yet, what was she doing on the battlefield? Did she finally get those upgrades? Was the Ark breached?"

"No and no. She rushed onto the battlefield to repair Prime."

Sea Spray's visor flashed in alarm. "She got between them! And lived-?"

"It gets better." Jazz's grin had steadily grown to the wild grin of the Cheshire cat. "Optimus made her a Bearer."

Sea Spray spat out the crushed remnants of his Crysmagnetal chip. "She has the Matrix!"

Jazz nodded vigorously. "You up for this, you old barnacle butt?"

"Please, miss out on an operation to steal the Matrix out from under Megatron's ol' olfactory to revive Prime himself and save the lovely Andromeda from the kraken?" Jazz understood the metaphor but the rest of the extraction team looked confused. "How many 'bots can say they have that on their Autobot service record?" His battle mask slid into place over his devilish grin. "I've been scouting the weak points in the Decepticon sea base's sensor grid for months. Give me her energy signature and I'll lead you right to her undetected."

"That's exactly what I wanted to hear." Jazz's grin wrapped audio to audio. "So, here's the plan-"