Hey everyone. I am going to start by saying how very sorry I am for taking so long with this chapter. When I started this, I think a week and a half ago, my flow was great and it looked like it was going to be ready within a few days. But I am sad to say that I am not above the horrible illness that is human emotion. Something happened which I don't want to get into right now and it really blocked me. Happily I was able to start to get better a few days after it had happened but then something added onto that first thing which knocked me right back down again. During the time all this was going on I was only able to write small bits of this chapter before I would get dragged back down to my dark sad place.

I swear emotions are hell and I am really sick of them... does anyone know how Davy Jones was able to cut out his heart without dying? Because that would help a lot...

Anyway I think I have taken up enough of you're time with my problems, which I am sure that no one really cares about. So I will shut up and let you get to reading the chapter.


The heavy sound of pounding filled the air as all the Decepticons began to make their way to the exits of the base. Some had run off the moment The Fallen had given the command while others, like Soundwave, had gone at a much steadier pace. Sam however found himself still in the main chamber being held tightly in The Fallen's hand. His red optics looked up at the Decepticon leader who looked calm and collect.

"Shouldn't we be leaving?" He yelled over the sirens.

"A leader always makes certain that his followers are out of harm's way first before looking after himself." The mech said keeping his optics focused on all the retreating Decepticons.

For a moment everything that was happening faded from Sam's mind. All he could think about was how shocking it was to hear something like that coming from The Fallen. He never would have guessed that the former Prime would keep himself in danger just to make sure his soldiers where safe. The blaring sirens warbled for a moment before cutting out completely. The room filled with silence except for the faint groaning of metal as the base continued to slowly compress in on its self. Sam looked around worried and more than once he tried to pull himself free of The Fallen's grip. Finally The Fallen began to move. He started making his way to one of the doors that lead away from the main hall, the action confused Sam. He figured that The Fallen would space bridge out and save the trouble.

"Why don't you just space bridge us out?" He asked.

"Because child..." He said. "It takes a lot of power to open a bridge from here to a safe distance and I don't want to be weak when we attack the human's."

"What!" Sam yelled. "You can't do that!"

The Fallen stopped in his tracks and lifted Sam up to his face. "Look at what they have done to our base! They have destroyed it and forced us to flee. They deserve to die!"

"But what have you done to them!" Sam yelled, he didn't even notice that he wasn't including himself in that statement. "How many have you killed since you got here? You destroyed countless ships filled with Human's just to build this place."

"I did what was needed to serve my kind!" The Fallen growled his grip getting just a little tighter. "I did it before and I will keep on doing it."

Sam gripped the large finger in front of him tightly using all the strength he was granted by the armor. The sound of grinding gears filled the hallway as The Fallen fought to keep the boy in his grip. There was a small snap as a cable in the Fallen's hand snapped which loosened his grip just enough for Sam to pull his body up and out of the Fallen's grip. The guard around Sam's mouth moved up and down slightly as his breathing got heavy from the exertion.

"Child this is no time for your foolishness." The Fallen said.

Sam's optics narrowed as he sat crouched on the top of The Fallen's fist. "I think it's the perfect time. Because if you think that I will just let you go off and start killing people you are wrong, I don't care what they have done."

The Fallen growled and the metal plates on the side of his head clicked together angrily. Faster than Sam could blink The Fallen wrapped his other hand firmly around Sam's body pinning his arms to his sides.

"I have had enough of this." He said firmly. "We are leaving, I am going to take my Decepticons and we are going to attack the humans for attacking us and nothing will change my mind not even the feeling that I hold for you."

There was a pause; even the groaning of the base seemed to stop as the two looked at each other. Both sets of red optics where wide. Sam's filled with confusion while The Fallen's was filled with a small amount of fear.

"Wh... what did you say?" Sam asked not sure of what he had heard.

For the first time that The Fallen could remember he didn't know what to say. He hadn't meant to say that last part about his feelings but something had possessed him to and now it couldn't be taken back. True he hadn't said just what kind of feelings he had for the boy, but he knew that Sam wasn't stupid. His mouth plates parted slightly as he tried to think of something to say. Whatever he might have come up with was lost before it could come to him as with a very loud groan and an even louder bang a large section of the roof was forced downward right above The Fallen's head. The metal bent and stretched quickly forming a dull point that struck The Fallen right in the middle of his head. The force of the impact was surprisingly strong enough that it made a slight dent in The Fallen's metal.

His red optics went off line for a moment and his hand that was gripping Sam snapped open forcing Sam to fall from his grip. Sam yelled as he started his long fall down to the floor, he was reminded of all the times he had fallen from such a height but each of thous times one of the Autobots was there to catch him. This time there was no one and he fell all the way hitting the metal ground hard. Sam groaned out in discomfort but was thankful that he hadn't broken anything. His dark armor had made the impact from the fall feel like simply running into a wall at a slow pace. He grunted and pushed himself up into a sitting position his optics looking up at the towering form of The Fallen.

His optics where still off line but the gears in his body where still moving which Sam took as a good thing. Sam slowly got to his feet still a little unsteady from the weight. He began to notice a small high pitched whine filling the hallway and it didn't take him long to realize that it was the sound that always came just before The Fallen would use his space bridge. Confused as to why The Fallen would be charging up for that Sam tried to get his attention but nothing he said made the mech look at him. Sam jumped a little when a small window popped up in the corner of his vision, like on a computer screen. It showed a number that was quickly rising and it was already past seventy. It took him a moment to realize that it was some kind of temperature reading.

There was a small beep that sounded in his ear and the temperature jumped to almost ninety. The small whine turned into a larger one and then a massive wall of heat washed over Sam that he could feel even through his armor. There was a small bang and Sam was forced into the wall by the force of the blast. Letting out another groan Sam lifted his head and his optics went wide as he looks at the now empty hallway.

"Oh shit!" He said as he pushed himself away from the wall.


Megatron stood on the small island that he and The Fallen would take Sam too, he looked around at the other Decepticons as they made their way closer to the island. Of course the patch of dirt was far too small to hold more than two or three of them so they where all standing in the clear blue water. The only other ones not standing in the water was Skywarp and Thundercracker who were hovering in there bipedal forms a few feet in the air. Starscream would be up there with them but since he still didn't have his wing he was unable to fly. The seeker didn't even have a new arm yet since Hook hadn't been able to finish building it before they had to leave the base.

Megatron looked around at the gathered 'Cons, he was happy to see that all of them had gotten out of the base in time.

'The Fallen should be here soon.' He thought to himself.

He didn't worry about Sam getting out since he knew that The Fallen wouldn't leave the base without the boy. A moment later a massive wall of heat rushed out from the center of the island, it was followed by a large shock wave that sent Megatron to his knees and the Decepticon's that where close to the island falling backwards into the water. Growling in anger Megatron picked himself up from the ground and turn ready to blast whatever or who ever had caused the explosion. He stopped himself from pulling out his cannon when he saw the large form of The Fallen laying at the center of the island inside a large hole. The few palm trees that were still there where burning quickly and there where even sections of the sand that had been transformed into lumps of shinning glass from the heat wave.

Megatron ran to his masters side and instantly called for Hook. The medic forced his way through the crowd of Decepticons and moved as far as he could onto the island. His optics narrowed as he began to scan the leader looking for whatever was wrong with him. There was a moment of silence before Hook sat back from the downed mech.

"His systems are fine, only fried a little." Hook said.

"What happened?" Megatron growled to the medic.

Hook pointed to the small dent in The Fallen's helm. "It would seem that whatever made this hit in just the right spot to activate his space bridge program. Unfortunately the blow also put him into a temporary stasis so he was unable to control the amount of power that went into the bridge."

How was he able to control where the bridge took him?" Megatron asked.

"Well... I am not fully sure how the program works but if it anything like Skywarps warp drive then he may have a list of bridge locations. Since he has used the program most recently to come here it may have been at the top there for it was the first bridge that opened."

"Can you bring him back online?" Megatron asked.

"He is almost fully drained of power lord Megatron..." Hook told him. "He needs to stay in stasis so his body can get back the power that he has lost. But I fear that there is also another problem... The boy does not seem to be with him."

Megatron growled and stood up. He looked around the island quickly and he found that what Hook said was true, Sam was nowhere to be found. He off lined his optics for a moment and tried to compose himself, he couldn't let himself seem worried in front of the others.

"Very well..." He looked at a few of the constructions who instantly snapped to attention. "Is construction on the main base complete?"

"Almost lord Megatron..." Overload said.

"It is still without power but we should be able to fix that no later than tomorrow..." Overload added.

"I want full power by tonight!" Megatron said leaving no room for argument. "You have been given enough time to get it fully operational, I will tolerate no more excuses."

"Yes Lord Megatron!" They all said at once.

"Skywarp, Thundercracker you two will carry The Fallen to the new base so he may rest." Megatron told the two seekers.

"At once Lord Megatron." They said.

Not waiting for anything else the two seekers landed as much as they could on the small island and began to lift the large form of The Fallen. Megatron growled as the two of them had trouble lifting up the large body.

"Soundwave! Assist them." He snapped.

Soundwave didn't say anything as he moved between the two of them and lifted up the midsection of the recharging leader. A set of jets emerged from his back and the three of them lifted off and began making their way in the direction of the main base.

"The rest of you, use you're emergency thrusters to get to the main base as well." Megatron ordered. "No one is to leave unless ordered so by me!"

All who were present agreed to Megatron's orders and one by one began to use their emergency jets to lift off.

"My Lord..." Starscream said bowing low. "What about me?"

Megatron sneered at the pathetic tone the seeker spoke in. He knew that Starscream hated not being able to fly under his own power.

"Hook... help Starscream get to the base." Megatron said.

"...yes Lord Megatron..." The medic replied. "What about you sir?"

"I have something I need to do." Megatron said trying to keep the worry out of his voice. "Now begone!"

The two of them took off quickly both not wanting to face there leaders anger. While the two of them took off Megatron brought up a small clock that was counting down the seconds until the base collapsed. Several of his gears ground together as he saw that there wasn't much time left. Moving quickly he didn't even bother to transform before he used the jets in his legs and back to launch off the island and back in the direction of the old base.

'Primus... please don't let me be late.' He thought.


Sam let out a loud yell of frustration as he ran through the large hallways of the base. He didn't know how much time he had left but he knew that it couldn't be much. The moment he had that though another small window popped up in the corner of his vision, the sudden appearance almost made him trip over his own heavy feet. For once he was lucky and only stumbled a little. The window looked like a countdown which had just reached the one minute mark.

'Guess that is how much time I have left...' Sam thought.

Now that he knew, he wished that he didn't. He tried to run faster but he was still very weak from his so called training with Megatron, and the weight of the armor was making him slow. He would take it off but; one he didn't want to run through the base naked and two the armor might be the only thing that keeps him alive long enough to find some way of getting out of the base.

'This is cybertronian armor.' He thinks. 'If they can survive this far under the water then maybe I can too.'

Sam ran down the hall way as fast as he could trying to find another way out of the base. He tried his best to remember the way to the chamber that Megatron always brought him through when coming back from the island but with everything that was going on he was finding it impossible to remember. He slid to a halt when he reached a fork in the hallway and he growled in frustration.

"Damn it..." He panted. "Now would be a good time for that AllSpark memory thing to show me where to go."

Like with the countdown another window popped up this one showing the layout of parts of the base. Some of the rooms where named, such as his room and the med bay. Others where blank which made Sam think that he probably hadn't been in them. He looked at the map and saw a small boxed area that had the word 'Exit' displayed on it.

"Um... can you show me the fastest way to get there?" He asked hopefully.

In response to his question a red dot popped up on the map and a glowing red path was lit up in front of it. The lighted path lead down the hallway on his right and seemed to carry straight to the exit. A small beep went off in his head and the countdown began to flash as it hit thirty seconds.

"Why me?" He asked before running off down the hallway.

As he ran Sam made sure to keep a close eye on the countdown. All around him the groaning was getting louder and there were more and more sections of the metal walls that were starting to bend and crack. Sam could see the clear water starting to force its way inside the base from the cracks. His heavy feet began to make loud smacking sounds as they landed on the now wet floor. More than once he almost lost his footing. The stumble that would follow wasted even more time which he was quickly running out of. He was unsure of how he had managed it but he found himself standing in front of the large exit door with ten seconds left.

A small amount of luck seemed to be on his side as the door was open just enough for him to slip through. Once he was inside the large room he threw his shoulder into the door using all the strength the armor gave him to closer the large door. A loud bang filled the room as the door closed and Sam stumbled backwards panting hard. The countdown in his vision began to flash red as the clock reached the last five seconds. Quickly Sam began to look around the door frame for some kind of button or something that would open the door to the outside but to his horror there was nothing there.

He ran to the door that would lead him out of the base but found nothing that would help. Yelling his rage he drew his fist back and brought it forward as hard as he could. With a loud bang the metal on his fist hit the metal of the door making a very sizable dent. Stumbling back from the force of the punch Sam tripped and fell onto his rear. The countdown flashed violently as the countdown came to an end.

"3... 2... 1..." Sam counted with it.

His voice filled with every kind of emotion that he could muster at the moment; anger, sadness, regret and countless others. The groaning of the base reached a peak and Sam was sure that he could hear the metal walls beyond the door starting to break apart or collapse in on themselves. He wondered how long it would be before the room he was in folded just like the rest of the base. In his self pity he held his head in his hands trying not to cry as he waited for the end. He would have taken his armor off but he didn't want to be in too much pain before he died.

Out of nowhere a deep well of anger rose up in his chest. Growling to himself Sam lifted his head out of his hands and pushed himself to his feet.

"NO!" He yelled. "I WILL NOT DIE IN HERE." He ran back to the door and slammed his fist into it hard again. He stumbled back from the force but went right back and did it again. "NOT AFTER EVERYTHING THAT HAS HAPPENED!" He punched the door again the dent getting bigger. He was once again pushed back but once again he went right back to the door. "I KILLED MEGATRON... I BROUGHT OPTIMUS BACK TO LIFE..." He punched the door at the end of each statement. He didn't notice the plates of metal on his feet shifting as two pieces of black metal lowered themselves from his feet and laid on the floor. A small whirl sounded out as heavy screws bolted the plates to the floor and by extension kept Sam rooted to the spot. "I..." Punch. "Will..." Punch. "Get..." Punch. "Out!"

With one final punch that held with it every bit of strength Sam had in him. Sam's fist hit the metal door and kept on going. His arm continued through the door until he was buried in up to his elbow. With a mighty yell and grunt Sam pulled his arm out of the door. Sparks flew and metal scraped against metal as his arm left the black hole. The door was thick enough that his arm didn't break through to the outside but several large cracks began to break through the metal door. With each crack water began to poor into the room. The floor quickly became wet with the cold water and a high groaning came from the door.

Whirling filled the room as Sam's feet detached from the floor and he took a few steps back his optics wide. He watched the door continue to crack and splinter letting more and more water in. The cold water was already up above his ankles and it was getting higher ever second. Small sections of the door where starting to break off making the water come in, in both thin and thick jets. Sam groaned as the temperature window came back into his vision. This time instead of the temperature going up, it was quickly going down. It was already under fifty. Sam wadded backwards through the water keeping his eyes on the spraying door. The water was now up to his thighs and the temperature had reached the thirty mark and showed no sign of stopping.

Suddenly the room went silent except for the sound of the water. Sam had a good feeling of what was about to happen but he thought that the groaning stopping at times like this was only in movies. His fears where confirmed as the large door broke apart completely letting in a vast wave of ice water mixed with giant chunks of metal. Everything seemed to go in slow motion as the large wave quickly began to fill the room. When the wave hit Sam could only guess that it was what getting hit by a speeding train would feel like. He was forced off his feet and he was slammed hard into the wall behind him. His optics flickered for a few moments as he tried to push back against the massive force crushing him into the wall. He was unable to break free of the force; finally he stopped fighting and let the rushing water hold him against the wall as his optics off lined.


Optimus let out a low but heavy groan as his systems slowly came back online. With his optics still off line he ran a scan of his systems to try and find out what had happened. He didn't get anything other than a list telling him that there was no physical damage done to him but that his spark had let out a strong pulse of power. Faintly he could hear several shouts and the mixed footsteps of both Humans and Autobots.

"Optimus... Optimus can you hear me?"

The Prime knew that as Ratchet's voice. He forced his optics to come back on and slowly his vision went from nothing but blackness to white static before the world began to come into focus. His view of the world was black and white for a moment before it flickers back into the colored spectrum. The first thing he saw was the helm and face of Ratchet. His optics where narrow and a look concern was plain on his face plates.

"Ratchet?" He asked his vocals cracking a little. "What happened?"

"Optimus... Thank Primus." Ratchet said as he started what had to be his tenth scan on the leader. "You went off line suddenly."

Optimus groaned and tried to push himself up but Ratchet's hand held him firmly to the floor.

"Hold still." Ratchet ordered. "I don't know what caused you to go off line and we don't want to risk it happening again."

Optimus sighed as he laid still until his medic finished his scan. Ratchet pulled away a little as he looked over his findings.

"You're spake let out a large amount of power... I think that is what made you off line like that." He said.

"That was my guess when I saw the results from my internal scan." Optimus said pushing himself up into a sitting position. "The question is what caused it to do that?"

Ratchet thought for a moment. "I don't know... There are a number of things that could cause something like this to happen but none that fit with your current state. We are just lucky that you seem fine now... and that no one got hurt when you fell."

Optimus' optics got a little wide and he looked around quickly. He was relieved to see that Ratchet was right and no one had gotten hurt. With that small bit of good new the Prime pushed himself off the ground and swayed for a moment before getting his balance.

"I need to get to the communications room." He said. "I need to find out what happened with the human's attack on the Decepticon base."

Ratchet stood up and followed close behind the Prime keeping his optics on him for any signs of falling again. It didn't take them long to get over to the communications room on the upper part of the base. They entered to find that Will already had the General on the screen.

"Major Lennox I understand your position on this but there is nothing that I could have done." Morshower said. "Galloway didn't make his request through me; he went straight to the President."

Will let out a hard breath and ran his hand over his shaved head. He looked up as Optimus and Ratchet got closer.

"It's no good Optimus." Will said. "That little rat Galloway didn't follow procedure. All military attack against the 'Cons is suppose to be directed through General Morshower. But he took it straight to the President."

Optimus sighed and ran his hand over his face plates. "Do we know how the attack went?"

"It isn't good Prime." The general said. "The subs where suppose to send constant updates but the last one we got was over an hour ago."

"What did the report say?" Ratchet asked.

"The report was from the second fleet telling us that the first had been wiped out before they could even get a shot off." Morshower said.

"Do we know if the second one was able to do anything?" Will asked.

On the screen the older man looked very unhappy. "At the bottom of the report they stated that they had begun to fire hoping to hit the base, after that nothing."

"Oh this isn't good." Will said.

"I agree." Ratchet said. "Even if the attack succeeded not all of the Decepticon's would have been destroyed. They will surly want revenge."

"Indeed... Although if they come after us or the Human's is a mystery." Optimus said.

"Bet Galloway didn't think of that." Will said pacing on the cat walk.

"You need to inform you're president that there will most defiantly be some kind of attack soon." Optimus said. "It may be on this base or on your country itself."

The general agreed and the line went dead.

"What do we do now?" Will asked looking at Optimus.

"There is nothing that we can do at the moment." Optimus told him. "But we should..."

The Prime fell silent his optics dimming a little.

"Optimus?" Will asked.

There was no answer from the Prime which made both Will and Ratchet worried.

"Optimus can you hear me?" Ratchet asks.

Still there was no answer from the Autobot leader. A high pitched whine began to come from Optimus as his optics went completely black. Ratchet's optics went wide as he realized what was about to happen.

"Everyone stand clear!" He yelled.

Ratchet moved forward grabbing hold of Optimus just as his body jerked violently and he began to fall backwards. There where yells from all the soldiers as they ran to get clear of the falling Prime. Ratchet managed to grab hold of him and ease him slowly to the floor.

"Slag it Prime... what is wrong with you?" Ratchet asked harshly as he went to work trying to find out what had happened.


Alright, I hope that you liked the chapter... I am not so sure that I like how this chapter turned out. But I will let you guys decide if it is good or not.

So let me know. That means I need reviews people! You have all been great at giving them and I thank you all greatly for it. This story is just 19 away from getting 200 reviews! That is something that I love to see. So help me make this my third story to have that count.