Orion stepped out of the transport and stared out over the crowd, spark sinking. His army spread before him—mecha with cracked faceplates and missing limbs, dull, chipped paint jobs and flickering optics. He suspected that many of these mecha hadn't had enough energon in their tanks for decaorns. Some of them were sick from rust, or malnourished.

He needed them to be trained soldiers in eight orns.

It wasn't going to happen.

And now that he saw them he wasn't sure what to say. These were the mecha he had been fighting for, the mecha he wanted to change things for, the mecha he wanted to protect.

Could he truly ask them to fight for him? To protect him?

Could he ask them to face Megatron and his armies—armies made up of the poor and underprivileged from Kaon. He understood, suddenly and clearly, that his war would kill the mecha he had been trying to save.

They watched him expectantly—waiting for him to say something, to welcome them into the Autobot army.

He had prepared to do that, but the words he had chosen didn't seem right anymore.

Still he had to say something.

"Mecha of Iacon..." What could he tell them? They hadn't joined him because they wanted to fight. They'd joined his army because they had no other choice. They needed his help at least as much as he needed theirs. "I am honored that you have pledged to join this cause. I... do not know how to express my gratitude."

They watched, silent, and he could sense their discomfort.

"Megatron claims that he wants a better world, but he does not have the patience to wait for it. And in his quest to rid the world of corruption, he will extinguish too many innocent sparks. I wish this war was not necessary. It was never in my plans to lead an army and I doubt that many of you planned to be soldiers. Yet here we are. I will do my best to lead you, and as your commander, I will do my best to provide for you as well. All I ask is that you do your best to train, to prepare yourselves to fight as quickly as possible. Megatron could attack any orn, and if he does, we will need to respond."

They only had eight orns.

It wouldn't be nearly long enough.

Mainspring looked up when Red Alert burst into his office. The security mech skidded to a halt, glaring suspiciously into the corners.

"Good orn, Red Alert," Mainspring said.

"Shhh," Red Alert hissed. "I need to talk to you privately."

Mainspring had to try very hard not to sigh. "All right," he said. "Go ahead and close the door if it makes you feel safer."

"Mirage could be here," Red Alert said. "Or someone could have hidden—"

"Mirage is not currently in Iacon, as far as I know, and my office does not have any hidden cameras or microphones other than the ones you put in here. Wouldn't you have seen on the cameras if someone else had installed some?"

Red Alert frowned, and Mainspring could see his processor trying to find a way around that logic.

"Not if Mirage put them here. But I suppose it doesn't matter. This whole place is a security disaster. There are still passages that the servants use that I don't know about. I keep trying to get that noblemech to give me a full blueprint of the place, but… but that's not what I came to talk about."

He shut the door and crossed the room to sit on the other side of Mainspring's desk.

"So what did you come to talk to me about?"

Red Alert leaned forward. "I have proof that Ultra Magnus is trying to undermine Optimus."

Mainspring raised an optic ridge. "I think everyone already assumes that. We're not working with him because we trust him, we're working with him because that was part of our negotiations with the Council. Besides, I think he's been very helpful—"

"Not anymore," Red Alert pulled a small device out of subspace and set it on the desk.

"What is that?"

"Just a speaker. I put a microphone on Ultra Magnus while he was recharging, so I could make sure that he was actually telling the Council what Orion—I mean Optimus—wanted him to."

"Oh," Mainspring said. "And?" If Ultra Magnus was lying to the Council about Optimus's wishes, they might have a problem after all.

"Well, last orn, he didn't even go to talk to the Council."

"What?" Mainspring frowned. Ultra Magnus had certainly left base under the pretense of going to see the Council. "Where did he go then?"

"I was listening carefully. I think maybe he did go to the Council Hall, but he didn't talk to the Council. He just sat there until someone came out and gave him something, I think. And then he left and came back here."

"That is strange," Mainspring admitted. "Huh…"

"I didn't understand so I didn't say anything. If he neglected to talk to them again this orn, I was going to bring it up to Optimus after he got back from training."

Mainspring was surprised that Red Alert had managed to avoid panicking about that. "Good thinking."

"But then this orn…" Red Alert leaned in. "He did talk to the Council. Listen. I recorded it."

Red Alert turned the device on and Mainspring tilted his helm to the side, listening. At first there was only static and the sound of an engine running, but then a voice spoke.

"Sir, the Council would like to speak with you."

Mainspring listened to what sounded like a door opening, and then footsteps that echoed faintly. They stopped after a few astroseconds, and a vaguely familiar voice that might have been High Councilor Halogen's spoke.

"Welcome, Ultra Magnus," Halogen said. "We have a request that we thought we would explain in person, just to make sure we're on the same datafile."

"Very well," Ultra Magnus's voice said.

Mainspring looked at Red Alert, who was staring intently at the speaker.

"It has become apparent since the commanders meeting last orn that the Autobots are getting inside information from Kaon somehow," Halogen said.

Mainspring narrowed his optics.

"Do you know what the source is?"

"Wait," Mainspring said. "Pause it."

Red Alert reached out and tapped the speaker to stop the recording.

"I don't like that wording Halogen used. I wouldn't be surprised if Ultra Magnus sends information about our meetings to the Council, but it sounds like they're the ones who made that connection, like they were listening to the meeting."

"I bet he records them," Red Alert said. "I bet he records the meetings and sends them directly to the Council. We might as well invite Halogen himself to sit in on them."

Mainspring shook his helm. They hadn't thought about that.

Red Alert started the recording again.

"No," Ultra Magnus's voice said. "You know everything I do about the situation."

"Well, we would like you to look into it," Halogen said. "While we're more than aware of the situation in Tarn itself, none of our sources has said anything about the Decepticons preparing for battle. However, the Prime seems certain he'll attack within a decaorn and I don't like the idea that he has better information than we do."

That wasn't good. Jazz's mission was one of their closest kept secrets. And what had Halogen meant about the situation in Tarn? According to Jazz, Megatron hadn't told many mecha he was going to attack there.

"Why does that matter?" Ultra Magnus asked.

"Are you questioning me, Captain?"

"No, your honor,"

Councilor Halogen paused for an astrosecond, then spoke again. "The time has come for you to be more than audios and optics for us. I want you to discover how the Autobots are getting information from Kaon by whatever means necessary. It seems Optimus has begun to trust you, so you can use that to your advantage."

The echoes of that demand died off. Ultra Magnus was silent.

"There is also another matter. In our previous instructions, we asked you to convince the Autobots to make use of Council resources instead of relying on the noblemech. But you barely even brought it up."

"I apologize."

"We gave you some suggestions for casting suspicion on Mirage to make them less willing to accept his help."

"I was unable to implement any of them."

"You are not taking your loyalty to us seriously."

Again, Ultra Magnus was silent. Mainspring wondered whether he really did serve the Council or not. He certainly had never heard Magnus defend them, though he reminded everyone frequently of where his loyalties lay. Maybe the Council had blackmailed him somehow.

"The Autobot army must depend on us," Halogen's voice said. "We must control them or we will have two rogue armies instead of one. Since you failed to convince them to use our resources, we must resort to more drastic measures of gaining control over the army."

That didn't sound good.

"We don't want to cripple the army itself, but we need information we can use to keep Optimus Prime in our subspace pockets. Do you understand?"

"Yes, Sir," Ultra Magnus said curtly.

"Then in addition to discovering the Prime's source of information, we would like you to sniff out other secrets of his. Find his weak points."

Ultra Magnus took in a deep vent. "I will try."

"Thank you," Halogen said. "I knew you weren't going to be a very good spy, but I hoped you'd at least be a little better. I expect answers, or at least some progress, by next orn. Do you understand? Listen in on conversations, start asking the Prime to share a little more with you."

"Yes, Sir."

"That will be all."

They heard Ultra Magnus walk out of the room, and then Red Alert turned the speaker off.

Silence fell between them for an astrosecond.

"See?" Red Alert said. "He's actively working against us."

"I see," Mainspring said. "You should show this to Optimus."

"I can't. Optimus is gone—he's training with that old ninja or something and his comm. is off. I commed Ironhide, but he wouldn't listen to me."

Mainspring nodded thoughtfully.

"And Ultra Magnus could be back here any astrosecond. We should arrest him as soon as he walks through the doors, but I don't… I don't know if that will work. What if he fights us? We'll have to sneak up on him and knock him out or—"

"Hold on," Mainspring said. "Let's wait and talk to Optimus about it first."

"But… we can't let Magnus run loose in the tower!"

"He's been running loose in the tower for orns," Mainspring said. "Attacking him now isn't going to do any good. You're right that this is a more serious than we thought, but let's wait and see what Optimus decides to do about this…"

Mainspring trailed off as his door opened, revealing an empty hallway.

Red Alert turned around as well. "Why is the door open?"

Mirage appeared just inside and Red Alert let out an undignified squeak.

"Ah," Mainspring said, noting Mirage's grim expression. "I see you're back from Tarn already."

"Well, by some strange happenstance, it's the middle of the off-cycle on the other side of the planet. And I did not want to recharge in an alleyway."

That was fair.

"I didn't need to stay longer anyway."

"Why?" Mainspring asked.

Mirage met his optics. "We can't save the city."

"Again, please."

Orion picked himself up off the ground, wincing. A few astroseconds later, he was on his back again.

"Orion," Yoketron said. "You're distracted."

"I know," Orion accepted Prowl's hand helping him up. "A lot of things have been happening and I didn't get much recharge last off-cycle."

"Again," Yoketron said. "Try this time. Put everything you have into it."

Orion blocked Prowl's first attack and it took a few more astroseconds than normal for the other mech to knock him down.

"Better," Yoketron said. "You will be an army commander and unfortunately, missing recharge is part of the job description. You must learn to focus on what you need to do, not why it's hard or how tired you are. This time…"

Yoketron trailed off, looking toward the door. Ironhide was standing in the doorway.

Yoketron narrowed his optics and frowned at Orion

"Would you excuse us for a breem, Master Yoketron?" Orion asked, bowing.

"Yes," Yoketron said.

Prowl and Orion walked over to Ironhide.

"What is it?" Prowl asked.

"Mainspring wants to meet with you," Ironhide said. "He didn't say why. I don't know how urgent it is, but he's on the list of mecha I'm willing to interrupt for."

Orion looked at Prowl, who met his optics for an instant, then looked away. "We shouldn't risk keeping him waiting."

Orion walked back over to Master Yoketron. "Master, would you excuse us? We have to meet with someone."

"Yes," Yoketron said quietly. "You may go. Let me know if you can return later this orn. If you can't, then I expect you to train with me longer next orn."

"Thank you," Orion said.

They left. Prowl tapped his fingers on his leg nervously as Landquake drove them back to Mirage's tower.

They got inside, and met Mainspring and Mirage in Mainspring's office.

"Thank you for coming so quickly," Mainspring said.

"We figured it was probably important," Prowl said.

"So?" Orion looked at Mirage.

The blue noblemech crossed his arms. "First of all, that was the most disgusting place I have ever been in my life. Busy, noisy, grimy… ugh. I'll have to take five oil baths to get rid of the scent, I'm certain."

"Would you just report?" Prowl snapped.

"Tarn is already prepared for an attack from the Decepticons," Mirage said.

"Really?" Orion was confused.

"Yes. Megatron has been flooding the place with propaganda and the general populace is ready to rebel and overthrow the Tarn Council as soon as he gives the word. All he'll have to do is march in and take over."

"Oh," Orion said. "You mean they…"

"Two thirds of them are already calling themselves Decepticons," Mirage said. "And the whole city is in lock down—at least the Council won't let anyone come or go. They don't seem to know what to do. Apparently, they've approached the Iacon Council for help, but to no avail."

"They have?" Orion said.

"Ah," Mainspring said. "That makes sense."

"What?" Prowl narrowed his optics.

"It's another matter," Mainspring said. "Something we should talk with Red Alert about when we're done discussing Tarn."

That sounded like more bad news.

"So the Iacon Council knew that Tarn was in trouble, and didn't tell us?" Prowl said. "I guess I'm not that surprised."

"But don't they want us to fight the Decepticons?" Orion wondered. "Even if they don't care about civilian lives, Tarn is a major energon resource. Losing it to the Decepticons..."

"They must have weighed the risks and decided it was a lost cause," Mainspring said. "Besides, they're always looking for something bad to happen that helps them recruit for whatever side they're on."

"Either way, they should have told us," Orion said. "I wonder if that sort of thing is happening in other cities as well."

"I don't know if it matters," Mirage said. "It just means there's nothing we can do. Our army can't fight an entire city-state."

Orion shuttered his optics. He'd already decided they were going to try… but maybe things were better this way. This way he didn't have to get anyone killed yet.

"I understand now how Megatron expects to take the entire city state all at once," Prowl said. "That's unfortunate."

But they had to do something. They couldn't just let this happen and not try to stop it somehow. "What are our options?" Orion said.

"What do you mean what are our options?" Mirage asked. "I just told you the city already belongs to Megatron."

"We can't be caught between the Decepticon army and the mecha in Tarn." Prowl said. "Sending in assistance would be suicidal and a complete waste of our limited resources."

"I concur," Mainspring said. "I'm sorry, Optimus."

"No," Orion said. "We have to do something."

Silence fell, and the other three stared at him.

"I don't care about the resources in Tarn," Orion said. "The mecha are the important part. Surely not everyone wants the Decepticons to take over."

"Some of the city officials have fled already," Mirage said. "The rest are planning to hand things over to Megatron and beg for a place in his system. Enforcement is the same way. I think the reason that they aren't letting anyone out is to make sure that the whole population of the city comes under Decepticon control."

Silence.

"All right," Orion said. "Is there some way we could help mecha evacuate?"

Mainspring and Prowl looked at each other.

"That would…" Mainspring said, then trailed off. "I don't know."

"Well," Mirage said. "Wouldn't it expose the fact that we know about the attack, and jeopardize the safety of our informant in Kaon? I mean, not that his life's more important than anymech else's, but if his cover is blown, there goes our source of inside information."

Orion took in a deep vent and let it out again. "But could we do it?"

"Yes," Prowl said. "Isn't there an extensive cave system under the city from all the mining?"

"Yes," Mirage said. "The hardest part would be getting the news out to the right mecha and then finding them somewhere to go after they leave the city."

"We could bring them to Iacon," Orion suggested.

"It might be better to send them somewhere else," Mainspring said. "Especially if we want this to go quickly. We're going to need funding to feed and house the refugees, not to mention cooperation from groundbridge stations. Elita has mentioned that we may have some allies in Nova Cronum."

"Yes," Orion said. "We are on good terms with them. We might be able to send mecha there."

"And of course," Mainspring added. "We'll have to make sure all the refugees know they're very welcome to join the Autobots."

Silence fell for a few astroseconds.

"So should I start working on evacuation routes?" Prowl asked.

Orion nodded.

"This will lead to greater risk for our friend in Kaon," Mainspring said. "But you're right it may be our best course of action."

"One potential problem I can see with this is that if we want help from Nova Cronum, we're going to have to tell them about Tarn," Prowl said.

"I don't know who Elita's contacts in Nova Cronum are," Mainspring said. "We should ask her if there's anyone there we can trust to get us a groundbridge."

It was looking like Orion might not have time to go back and train with Yoketron until the next orn. "I will speak to her about it."

"This is actually good," Prowl said. "We don't have to wait for the attack to start evacuating mecha. We can start as soon as we find someone in Nova Cronum who's willing to fudge the groundbridge laws for us. We'll also need contacts in Tarn to spread the word about the evacuation." He looked at Mirage.

"Great," Mirage sighed. "You want me to go back?"

"Is there a problem with that?" Prowl raised an optic ridge.

"No," Mirage snapped. "I'll go. Of course, I'll go. I'm the only one who can."

"Thank you," Orion said. "Your assistance means a lot, Mirage."

"You're very welcome, Prime," Mirage said curtly, and then disappeared.

"All right," Prowl said. "Was there something else, Mainspring? You mentioned something about the Council and Red Alert?"

"Yes," Mainspring said. "But it's less significant than the Tarn situation. You should start working on evacuation plans."

Orion glanced at Prowl, wondering for a moment if he'd argue.

But he just nodded and left the room.

"So," Mainspring said. "I'll comm. Red Alert… and I'd like to invite Ironhide to be part of the discussion as well."

"All right," Orion said. "Why?"

"Well," Mainspring took in a deep vent and sighed it out. "It's about Ultra Magnus. It may be time to change the situation regarding him…"

Ultra Magnus answered his comm. promptly, with resignation in his spark.

"Yes, Prime, Sir?"

"Ultra Magnus, can you come to my office? There is something we need to discuss."

Ultra Magnus hesitated, but he couldn't refuse. "Yes, Sir. I will be there as soon as I can."

"Thank you."

Optimus cut the comm. and Ultra Magnus sat back in his chair. The last thing he wanted was to talk to the Prime privately. Optimus was far too trusting, and it was possible he intended to give Ultra Magnus sensitive information of some kind.

Even if that wasn't the case, Ultra Magnus was supposed to try and convince him to expose his information network.

He couldn't disobey an order from the Prime, though.

He got up from behind his desk and walked through the halls. Every orn, he questioned. Was he really doing the right thing? Was his oath to the Council really worth more than what his conscience told him?

He reached Optimus's office far too fast, and requested entry.

When the door slid open, he was relieved to see that the Prime was, in fact, not alone. Prowl, Ironhide and Mainspring were all here too, looking grim.

"Has something happened?" Ultra Magnus asked.

"Please sit," Optimus said.

Magnus came in and sat in the chair across the desk from Optimus. Ironhide stepped closer to him, looking wary—as if he were ready for a fight.

"We have a question," Optimus said. "Regarding the Council."

Ultra Magnus studied the Prime's faceplate. Optimus looked sorrowful about something.

"I will answer to the best of my ability," Ultra Magnus said.

They weren't going to like it if the Autobots asked him to spy on them… or maybe they would like that. They could feed Optimus false information through Ultra Magnus. That could be a disaster.

"They appointed you as my second in command, in order to help me establish my army," Optimus said. "Is that all they asked you to do?"

Silence fell—heavy and expectant.

Ultra Magnus met the Prime's optics and understood. This was a chance to come clean—a chance to switch sides. They were giving him an option. If he confessed everything and told them what the Council was doing, then he could join them. They could have their medic take the stupid transmitter out of his helm, and he could become an Autobot.

It was so tempting.

He shuttered his optics and lowered his helm. "Yes, Sir," he said through gritted denta. "That's all the Council asked me to do."

"Are you certain?"

"Yes," Ultra Magnus couldn't bring himself to look up. "Please understand."

"I understand," Optimus said. "And I'm sorry, Ultra Magnus."

The door opened, and Ultra Magnus heard mecha walking behind him.

"I told you," Red Alert's voice said. "I told you a thousand times."

Magnus got up out of the chair and let Red Alert's guards stasis-cuff his hands behind his back.

"I told you," Red Alert said again. "And none of you listened. You all thought this was a good idea. You wanted to trust him, Orion." He pointed accusingly at Ultra Magnus.

Optimus looked down.

"How dare you address the Prime with so little respect!" Magnus said.

"How dare you speak at all, you traitor!" Red Alert snapped back.

"Stop!" Orion stood. "Ironhide, Red Alert, please escort Magnus to Mirage's vaults. And please, Red Alert, try to be a little more polite to everyone, all right?"

Red Alert pouted.

Ultra Magnus had no idea how they put up with that mech. Then again, he was supposedly good at his job.

They led Ultra Magnus away, and he didn't protest or resist. Knowing Optimus, he wouldn't be mistreated. The humiliating feeling of being led captive through the base was unpleasant, but he supposed he deserved it.

And more than anything else, this was a relief. He wouldn't hear or see anything useful to the Council while sitting in Mirage's vaults. In fact, as long as he was wearing stasis cuffs, they wouldn't receive data from him at all.

This would be a good opportunity to confess without the Council knowing…

But he didn't. Instead, he was silent as they escorted him to a small, secure room in one of the lower levels of Mirage's tower. They locked him inside, turning the lights off on their way out and leaving him in darkness.

Yoketron pressed the entry request and waited, rehearsing in his helm. He knew there wasn't much point to the argument he was about to have, but at the moment he was too angry to care.

The door slid open and Alpha Trion looked up at him. "Ah, Yoketron," he said. "Come in. Here to talk about Optimus's training?"

"More or less," Yoketron said and stepped inside.

"Sit down," Alpha Trion said. "More or less? What does that mean?"

"I have a question."

Alpha Trion raised an optic ridge. "I probably have an answer."

"Why did you let him get bonded?"

Silence fell.

"You could have said something. You could have stopped him. But you just… let it happen, without even trying to warn him."

Alpha Trion frowned, meeting Yoketron's gaze. Yoketron refused to look away, even as the silence stretched out.

Finally, the old Prime answered "Should I have warned him?"

"Yes!" Yoketron said. "If you're so concerned about his progress, you should have at least tried to prevent this. I know maybe you can't imagine the kind of emotional trauma that losing a bond will inflict on someone, but—"

"You're saying I should have forbidden them from getting bonded?" Alpha Trion's gaze intensified.

Yoketron looked away. "I'm… no, I'm saying you shouldn't have let them walk into it blindly. You should have warned him that this would happen."

"And then what?" Alpha Trion said. "Would it really have changed anything? Wouldn't he be just as upset if I had told him he couldn't be bonded to this femme? What should I have said to him, Yoketron?"

Yoketron sighed. "I don't think you under—"

"I knew you'd come to complain about this at some point," Alpha Trion shook a finger at him. "But don't try to pretend you would have done differently. I didn't know he was seeing this femme until they'd already decided they wanted to be bonded. Do you really think it would have been easier if he knew? This way they got to be happy together for a little while, right?"

Yoketron stared at him.

"Your calling is to train the Prime, not whine about the rules. How is he progressing? Is he still working on the first trial?"

"Alpha Trion..."

"No," Alpha Trion said. "Whether or not you're right, it's too late to change the situation. Perhaps you could have done something about it yourself, if you hadn't been in Simfur, hiding from your responsibilities."

Yoketron looked down.

Silence stretched out for a few moments and Alpha Trion sighed. "And again... that is partly my fault. But let's get back to the subject at hand. How is the first trial going?"

Yoketron wanted to keep arguing, but he forced himself to calm down and let the subject change. "He's tried it twice. And I had to let him leave early this orn, so we'll probably try again next—"

"He's only attempted the trial twice?" Alpha Trion said. "You've been training him for half a decaorn now."

"The trials are not the only—"

"It is absolutely imperative that he completes the trials as quickly as possible," Alpha Trion said.

"He will complete them as quickly as he can," Yoketron said. "He has other duties as well, and if I push him too hard—"

"He's stronger than you think," Alpha Trion said. "I tell you this every time. Push him twice as hard—he'll be fine. He's not a frightened sparkling like you seem to believe. He is Optimus Prime, the Omega Prime. His designation was written before he was sparked."

"He is a mech," Yoketron said. "He is not like you, or your siblings. This is all new to him and he needs time to come to terms with everything."

"Well he doesn't have time," Alpha Trion said. "You don't seem to understand. If Primus…" Alpha Trion sighed and shook his helm. "Maybe this will motivate you. Primus is offlining."

Silence fell.

"What?"

"Don't spread that around," Alpha Trion said. "We don't want a panic."

"Wait," Yoketron said. "Primus can't… can't offline."

"That's what I thought too," Alpha Trion said. "But some of my siblings and I went to the core and… something's wrong with him. The atmosphere there is toxic, and the core is getting dimmer. We don't know how it's happening. But the point is… the point is that the Matrix of Leadership doesn't currently have a host. If Primus shuts down, the Matrix might shut down too, which would make it impossible for Optimus to receive it."

Yoketron stared at him.

"So if Optimus is not ready before the core goes dark, then all is lost."

Yoketron looked down.

"Are you starting to see the urgency?"

"But… If I'd known that-"

"If I'd known, then you would have been training Orion two vorns ago," Alpha Trion said. "If I'd known, I would have contacted you the moment I found him."

"But…" Yoketron said. "Primus creates the energon that sustains all of Cybertron. If he offlines then we'll starve."

"Theoretically, yes," Alpha Trion said. "And while I sincerely hope that's not why Optimus is called the last Prime, we can't ignore that problem. For now though, why don't you let me worry about that, and you focus on training Optimus."

Alpha Trion was often very serious, but Yoketron had never seen him look so frightened before. The idea of Primus dying was ridiculous… but Trion wouldn't joke about something like that. Could it really be true?

Yoketron nodded slowly. "I… I will do my best."