Alright people listen up! I have just gotten off work and it is now almost 3:30 in the morning for me. So you can guess that I am tired... and just a little cranky. So you had all appreciate the fact that I am staying up a little later so that I can have this chapter up and ready for you when you wake today. Or if it is about to be night time for you then appreciate that I am staying up late so you can read this before you go to sleep.

Now then... with that said I am going to go to bed...


Sam gulped nervously as he looked up at the towering form of Megatron. It had been a week since he had changed in the med bay and now he and Megatron where standing in a massive room in the Decepticon base, one that Sam had never seen before. It was big enough that a good majority of the Decepticons would be able to stand inside it comfortably and still have plenty of room to spare. Sam marveled at the fact that they where able to build something like this down on the bottom of the sea floor. He felt smaller then he ever had before standing in the room.

"Welcome to the training room." Megatron growled looking around at the slightly chard and scratched metal room. "As the name implies this is where we train for battle."

Sam gulped again his breath picking up. "W... why are we here?"

Megatron chuckled deeply as he advance further into the room. "You have had time to adjust to what has happened now we are going to begin you're training."

Sam's eyes went wide and he backed up a little.

"WHAT!" He yelled. "What do you mean my training? I am not going to fight!"

Megatron laughed fully this time and turned to see the frightened look on Sam's face. He took a moment to look over the dark lines that he could see on the boy's face and hands, the rest of his body was covered up with a spare set of clothing that they had acquired for him shortly after he had been brought to the base. His optics then moved up to look into the boy's blood red eyes. He had no idea why they had changed to that color. He was sure that the boy was loyal to the Autobots even though he seemed to be getting attached to himself and the Fallen.

'Perhaps he is not so pure after all...' Megatron thought to himself. 'He will not fight the Autobots but he will not betray us.'

Megatron cleared his through which made Sam cover his ears at the grinding.

"You will not be learning how to fight boy!" Megatron said. "You will be learning how to defend you're self so that you will be protected when we can not keep an optic on you."

Sam opened his mouth to say something but couldn't really think of something good to say to that. Truthfully he wouldn't mind being able to defend himself if one of the Decepticons tried to do what Starscream did.

"Alright fine..." Sam huffed out. "How... how does this work? I don't exactly know how to use this armor or whatever it is..."

Megatron smiled evilly as his arm transformed into his massive cannon. He made sure that it was set on a low setting before aiming it at Sam. Sam's eyes went wide and his face drained of blood as he saw the massive cannon that had once been used to kill him being aimed once again in his direction. He watched a heavy glow light up the muzzle of the cannon and he saw Megatron's optics narrow.

"Nonononono..." He mumbled as he began to back away some more.

Before he could do anything else a loud bang erupted as Megatron fired his cannon.


The base was dark and quiet as Will carefully made his way from the human barracks over to the empty building that would lead down to the Autobot section of the base. He had to move carefully and make sure to stay out of sight, he wasn't sure who he was really able to trust anymore. He felt like only the men on his team he was truly able to trust. All the other soldiers would report what he was doing to Galloway. It was against the base rules for the humans to venture into the Autobots part of the base at night unless there was some kind of emergency. Will pressed himself close to a wall as two soldiers walked by on there nightly patrol.

He waited until they turned a corner before starting off again. It took him the better part of a half hour to get to the building that hid the entrance underground and when he did he had to hide behind truck and wait to make sure no one was coming.

"You're late man."

Will jumped and had to fight to keep from yelling at the unexpected voice. When he turned around he saw Epps crouched down behind him a smiling.

"What the hell?" Will whispered harshly. "Are you trying to give me a heart attack?"

Epps laughed and moved so he was crouching right next to Will.

"How did you even get here so fast?" Will asked as they both began to look for anyone coming.

"Because I don't eat as much junk food as you do." Epps said.

Will glared at Epps before moving around the truck and making his way to the human sized door of the building. Epps was right behind him and the two of them reached the door at almost the same time. Will looked at the key pad on the side of the door which was meant to keep people who didn't have clearance out. He began to reach for the pad so he could put in his code but stopped before he could do it.

"What's wrong?" Epps asked. "We don't really have a lot of time here."

"If I use my code then there will be a record of me getting in here." Will said.

"Well... don't you know another code?" Epps asked.

Will thought for a moment before smiling, he began to key in the new code and a moment later the door opened letting them in. Once they where both inside Epps closed the door and sighed.

"Whose code did you use?" Epps asked.

Will chuckled. "Simmons."

"Dude..." Epps said his eyes lighting up and a smile splitting his face.

"Yeah... I know." Will said moving to the center of the room they where in.

Epps followed behind him and the two of them stood in the middle of a large yellow boxed in area. Will pulled out his cell phone and held in the number one button for a moment until it started to ring.

::Major... are you here?:: The deep rumbling voice of Optimus answers.

"Yeah, me and Epps are on the lift. Have someone bring us down." Will answered before hanging up.

Less then a moment later the floor begins to sink soundlessly as the large lift start to carry them down. Once they are low enough a large section begins to cover up the empty area in the floor up above there heads. They continue to ride down for a few moments staying in almost total darkness. Small lights begin to turn on along the walls of the shaft letting there eyes adjust to seeing in the light. Finally the lift stops making both Will and Epps stumble for a moment. A bright red light begins to flash warning them that the door is about to open. As it does only the slight grinding of gears can be heard.

"Man you got to love this sound damping stuff they got." Epps said.

Will nodded his head in agreement before walking off the lift and into the giant hallway beyond. The hall ran for as far as he could see and branched off into several other corridors that lead all the way under the island. The sound of a loud engine fills the hall way and a large black truck comes speeding out form one of the hall ways. It drives right at the two of them before screeching to a halt a few inches from Will and Epps.

"Show off." Epps mumbles as he moves to the passenger side and gets in.

The driver side door opens for Will and he gets in without a word.

"Optimus is waiting in the meeting room." The heavy voice of Ironhide fills the cabin.

"Good, he will want to hear this." Will says.

The door on Will's side snaps shut and Ironhide peeled out before speeding off down the hall.


A large explosion blew a large dent into the metal right next to Sam's feet. The shock wave from the blast sent Sam flying off his feet and smashed him into the hard wall. He groaned as he fell to the floor panting hard. His cloths had large burnt holes in them and there were several scratches and bruises covering his body. He heard the heavy footsteps that tell him Megatron is getting closer to him and he groans heavily.

"Boy... stop holding back and bring out you're armor!" Megatron growls as he stops a short, for him, distance away.

"I AM TRYING!" Sam yells.

"If you were trying you would have done it by now!" Megatron says loudly letting out another shot from his cannon.

It hit the ground a few feet from Sam sending him once again into the wall. He gasps as all the air is forced from his body.

"You brought Prime's spark back in less time than this." Megatron snorted.

"That was the Matrix!" Sam panted out. "All I did was put it in his chest."

Megatron growled and used the pincers from his other hand to pin Sam to the wall by his arms and legs. "The Matrix does nothing on its own. It takes the will of another to use its power. Where is your will boy?"

Sam grit his teeth and shut his eyes tight the muscles in his body tensing up. "I don't know." He hissed between his teeth.

Megatron's optics narrowed and zoomed in on the black marks running along Sam's exposed skin. As he watched them he could see them almost pulsing to the point where the skin was bulging out slightly. He held back his smile and increased the pressure on the pincers holding the boy to the wall.

"Where is that fire you had back then?" He asked harshly.

Sam gasped and clenched his hands into fists a vein in his neck sticking out from the stress.

"ANSWER ME!" Megatron yelled pulling Sam away from the wall only to slam him back against it.

"I DON'T KNOW!" Sam yelled loudly.

The black marks on Sam's body split open and hundreds of tinny metal pieces began to push out from the new openings. They moved quickly along his body unfolding and expanding. More began to spread from the collar on his neck moving down to his chest and up to his head. As the plates began to make contact with Sam's cloths smoke started to rise up as the material began to burn away. The metal spread quickly across his arms burning away the sleeves and shoulders of his shirt. The ragged material began to slip down his body as it burned reveling the quickly spreading metal coming from his chest. It started getting thicker and thicker as it moved. The jeans that Sam was wearing started slipping down as the waist band burnt to ashes. Nothing was reviled since the metal had already covered Sam's legs and hips. The two waves of metal met at his waist and combined into one solid block of thick black metal.

The last part of Sam's body that was covered was his head. The metal pushed its wave between his hair making it lay flat, surprisingly it wasn't burning like his cloths had. It began to wrap around his jaw and his forehead moving to start covering his face. It enveloped his mouth first going so far as to cover his lips. A moment later to sharp sections of metal shot out from the middle of his cheeks coming to a point a few inches from his mouth where they joined together. Two more sections of metal came out from the sides of his nose joining with the mouth guard and sealing tightly so that nothing could get in. Finally the metal began to seep onto Sam's still shut eyes. When he felt the hot metal start to move along his eye lids they snapped open in horror letting the metal wash over his eyes themselves. The place his eyes where was black for a moment before the metal stopped moving and a deep red glow shown for his new optics.

Finally several jolts of bright blue electricity danced across Sam's new covered body and several high pitched whines sounded along with a few grinding gears. Sam's armor covered chest moved up and down fast as he tried to catch his breath. His head rested back against the metal wall and a low moan came from him. Megatron smiled triumphantly at the transformation and slowly lowered Sam to the floor.

"Very good boy." He said. "You managed to bring out you're armor on your own."

Sam groaned and pushed himself into a sitting position with his back resting against the wall. A sad whine came from him and Megatron had to keep from trying to comfort the boy.

"Now then..." Megatron said standing straight. "Remove it and bring it out again."


Will and Epps were sitting at a regular sized table which was sitting on top of a much larger table designed for the Autobots. At the head of the Autobot table was Optimus. To his right was the now transformed Ironhide who also had Ratchet sitting to his right. To Optimus's left was Prowl who had Bumblebee on his left.

"What have you been able to find out Major?" Optimus asked his optics fixed on Will.

Will sighed before looking up at Optimus. "My contact told me that Galloway has requested several of our submarines to move to the location that the power signal came from. According to him Galloway wants to use the torpedoes on the subs to cover a large area of the sea floor in hopes of hitting the Decepticon base if that is indeed where it is."

"What would he hope to gain from that?" Ironhide asked. "A base of Cybertronian making would not come to any damage even if it were hit by a dozen basic torpedoes."

"You would be right Ironhide if there base were made completely from our metals." Ratchet said.

"In order for them to have built a base so quickly on Earth they would have needed to use whatever materials they could find." Prowl added. "There is probably just enough Cybertronian material in their base to keep the pressure from crushing it."

"A direct hit from a torpedo would punch a hole right through their walls." Epps said.

"Once there internal pressure is breached even our stronger metals wouldn't be able to keep it from folding like an Earth tin can." Bumblebee said.

"Even if it didn't implode like that, that would be sub freezing water rushing to fill that empty area." Will said.

"What ever happens..." Optimus sighed. "Sam would surely not survive. Only a Cybertronian would be able to stand the massive temperature drop and pressure on the bottom of the sea floor, even we cannot last that long without going into stasis lock."

"So what do we do?" Ironhide asked. "There is no question that the Decepticons will survive the attack. They will not be happy about losing their base."

"They will attack out of revenge." Prowl said.

"How much time is there before Galloway can send the submarines?" Optimus asked Will.

Epps blew out a breath in a sigh. "At least a week."

"Well that is good!" Bumblebee said. "That gives us a week to think of something."

"I am afraid not." Will said.

Everyone looked at the Major confusion on their face.

"That request... was made a week ago."


Sam panted and fell to his knees a loud metallic bang sounding out as metal hit metal. He had lost count of how many times Megatron had made him bring out his armor and put it away again. He fell forward and braced himself on his hands and knees his chest heaving and his mouth covering moving as he tried to catch his breath. He was so tired but deep down he was also very happy. He was now able to bring out his armor at will, and the transformation took less than minute. His only problem with it now was the pain. He hated the pain, the beginning was the worst. Feeling his skin split open so that the metal could come out was like his own living hell. He hoped that in time that pain would go away, if not he wasn't sure how often he would use the armor.

Megatron's deep chuckle filled the room and Sam groaned and shook his head.

"No more..." He panted. "P... please... no more."

The laughter stopped and was replaced with the sound of Megatron's heavy footsteps. Sam felt Megatron's fingers wrap around his body and lift him into the air. Sam just hung there too tired to do anything else. Megatron laid Sam flat in his hand and looked the boy over trying to see if he was hurt or not. When he seemed to be fine Megatron ran his claw tip over Sam's chest and mid section soothingly.

"Do not worry boy..." Megatron rumbled. "No more today."

Sam sighed his body deflating as the good news washed over his tired mind. He would pull down his armor but he was far too tired to will it away at the moment. He figured it wouldn't hurt to keep it on until after he got some rest. Megatron purred slightly as he continued to run his claw tip over Sam's body. The surprisingly gentle motion started to lull Sam into a light sleep. His red optics began to dim and the cogs and gears on his armor slowly began to stop turning as his body slowly entered its restful state.

Sam's peace did not last however as red lights began to flash all around the room, and all around the rest of the base as well. His optics came back on full force and he forced himself to sit up in Megatron's hand.

"Wha... what is that?" He asked.

Megatron growled and wrapped his fingers tightly around Sam's body. "It's the alarm... They only go off if something is too close to the base or is attacking."

Without another word Megatron ran from the training room taking Sam with him. Sam gripped Megatron's finger tightly as the war lord ran through the base. Sam could hear the sound of heavy running coming from all around as all the other Decepticons made their way as fast as they could to the throne room. Megatron ran in through the open doors and made his way straight to The Fallen's side.

"My master..." He said not bothering to bow. "What is it?"

A large screen on the far wall was already down. There were several windows of information being displayed on it but the main one was a video feed coming from outside of the base. Sam figured that there was some kind of night vision filter or something on the camera since he could see into the complete darkness of the sea floor. What they couldn't see was being displayed on a kind of sonar map right next to the video. It showed several large and long dark shapes moving quickly, they were heading right for the base.

"That's not the Autobots!" One of the Decepticons said.

Sam had no idea the name of the 'Con. He mainly stayed with The Fallen and Megatron. There were only a handful of Decepticons that he knew the names of.

"Information!" Soundwave said in his monotone voice. "Human manned submariners."

"Submarines?" Sam asked confused. "Why would submarines be in this area?"

"They must have followed the energy that you where expelling." Hook answered.

"Prime would not send the humans to attack us!" Megatron growled. "He is too soft at spark to send them when he knows that they won't be able to harm us."

"Do not underestimate the humans!" The Fallen said. "They are cunning and tricky..."

"Let us go out and destroy them!" Skywarp said.

Before The Fallen could answer a hard explosion shook the base. The video feed from outside the base began to show bubbled explosions not far from them.

"They have opened fire!" Someone yelled.

"Megatron! Take a few of us out side and wipe out these insects." The Fallen ordered.

"It will be done my lord." Megatron said bowing before yelling for a few Decepticons to follow him.

"NO!" Sam yelled. He looked up at The Fallen his optics wide with fear. "You can't kill them!"

"Quiet child." The Fallen said. "This matter does not concern you."

The Fallen nodded his head at Megatron telling him to continue. Megatron placed Sam in The Fallen's hand as he left with his men to take care of the submarines.

"Please..." Sam begged. "Don't kill them!"

The Fallen didn't answer he just kept watching the screen waiting to see his orders carried out. It didn't take long for Megatron and the other Decepticons to appear outside the base. Large jets of fire shot from their backs making the water bubble violently. They shot off from the sea floor aimed right for the submarines. Sam watched on both the video and on the sonar as the two groups of object headed right for each other. His breathing began to pick up as they got closer and closer. His optics went wide as the front two object collided on the sonar. In the distance of the video he saw a massive explosion in the dark water, it was quickly followed by another and then another.

The attack went on for less than five minutes before all that was left where the dots that showed Megatron and the other Decepticons. Sam whimpered and hung his head his optics going dark as he was consumed by sadness. He was snapped out of it as once again there alarms went off making the red lights flash again. The screen went wild as it started shifting and new windows opened. A new video feed appeared showing a different section of the outside of the base.

The sonar clicked off for a moment before it came back on showing several new images coming closer to the base.

"Another attack!" The Fallen said angrily.

"They must have divided up there attack force!" A Decepticon said.

Before The Fallen could issue any sort of command several much smaller dots came from the images and started to move fast towards the base.

"They are shooting!" Sam yelled his anger and sadness forgotten replaced by fear.

One by one the dots vanished on the sonar and showed up on the video as massive explosions on the sea floor. They got closer and closer until only two where left. The first hit right in front of the camera sending the screen into a wave of static and snow. The last one that was shown on the radar hit right in the middle of the screen telling everyone that there base had just been hit head on. A violent quake rumbled through the base and the lights that had been flashing red where now flashing a bright blue.

A low groan began to echo all around them and the lights flickered constantly.

"Decepticons!" The Fallen said standing. "We have been breached."

"Information!" Soundwave said. "Estimated two minutes forty five Earth seconds until total submersion. Estimated one minute twenty Earth seconds until base destabilization and compression."

"What does that mean?" Sam yelled over the siren.

"The base is about to collapse in on its self." The Fallen said. "Evacuate now!"


... Ok... now I am going to bed...

Review! Or suffer my infinite wrath!