Disclaimer: Don't own any of these shows, and never will. Sucks, but oh well. On with the show.

ALL HAIL MEGATRON

CHAPTER 2: FRENZY

William Lennox was not having a good day.

For starters, it was a Monday. And he hated Mondays, even more so than the heat in the Middle East, Taco Bell, and that giant metal-worm thing that nearly killed him and his team during the Chicago Incident. Then, he accidentally cut himself while shaving; now, he isn't the perfect man, in fact he's had a few accidents while shaving (mainly during his high school days), but even a guy with arthritis can shave their face without cutting a straight line from the edge of his earlobe to his jawline. Third, Annie - his little girl - didn't take the bus to school today, but instead, she walked with a boy. Not just any boy, but Derek.

Needless to say, when Will opened the door and saw Derek standing there with his pants sagging to the floor and a sleazy look on his face, Will felt a blood vein pop.

Now, his wife was hosting some kind of party for who the fuck knows, and he was bored out of his skull. He hung around in the garden, occasionally making a stop inside the house to pick a beer or two, and just try to drink himself till he blacks out. But that plan of his is interrupted every five seconds by one of the sleazeballs his wife hangs around on a daily basis, trying to act casual while simultaneously look down on Will like a bug.

I wonder if they know that I can kill them in five different ways with just this toothpick alone, Will thought, chuckling quietly over his breath. Boy, would Sarah flip her shit if he did that.

"So, William, isn't it?" some guy whose name Will didn't care to remember lazily spoke in a pompous accent. "Your wife tells me that you're into cars."

"You could say that," he replied blandly. Oh, what'd he have to have another tour in the Middle East right about now.

"I'm into cars myself actually. Recently purchased the latest Hybrid; Keyless entry, voice-activated features, plus a state of the art GPS navigation system that hooks up with your iPhone with perpetual ease. And it's so environmentally conscious." Jesus, for a moment, Will had the guy confused for a real-life Brian Griffin, minus the liberal crap that he praises nowadays. "How about yourself, old chap?"

Without breaking a stride, Will said back to him, "1968 v8 Fastback with a 390 cubic-inch big block pumps out over 500 horses. Personally modified," he winked at the flabbergasted man. "Comes with a map."

"Well, I never-"

"Excuse me," A slim, perfectly manicured hand grasped Will's forearm. "You won't mind if I borrow my husband for two seconds?"

Without waiting for an answer, Sarah Lennox dragged her husband away from the red-faced man and into the garden, alone and secluded from the crowd of people dining on wine and fine cheese, whilst stroking each other's egos. "How're you holding up out there, soldier?" she asked with a smile.

"Loving it," was Will's sarcastic reply.

"Really? You were chatting with Chad Wells. About cars. I could feel the bloodlust from a mile away."

Will chuckled, "Caught me red-handed. Already planned out where to stab him with this toothpick."

"You're adorable," Sarah chuckled.

"And you are ignoring the guests. Get outta here, go have some fun, mingle around a little and all that." He placed his hands on her shoulders, and leaned forward to give her a peck on the forehead. "If it's important for your work, then I won't cause a commotion."

Sarah frowned. "Will, I know how much you hate being around these type of guys, but I won't have them talk down to you like a dog."

"Honey, I really don't care." Will said, slinging an arm around her waist and bringing her in for a hug, making her squeal in surprise from the sudden contact. "Besides, I used to deal with worse on a daily basis back in the day, so go on. Have some fu-" He paused mid-sentence, his face going blank at an all-too familiar sound reaching his ears.

"Will." Sarah's grip tightened, as she stared up in the sky at what she saw.

Will looked up, and his lips thinned at the sight of a helicopter bearing the symbol of NEST on its side. The Lennox's jogged out to the front yard, where the helicopter lowered itself down in a landing. By the time they reached the helicopter, the side door unlatched and opened to reveal a private, who jumped out of the helicopter and sprinted towards the now-stoic Will. The private stood at attention, and gave a respectful salute to his superior, who gave one back to the younger man.

"Colonel Lennox!"

"At ease, son." Will replied, looking past him to see who else was in the chopper.

"Sir! Per order of the President of the United States, I'm here to escort you to New York City, sir, where you'll meet up with the rest of your team." The private hesitated, noticing the crowd of people forming behind Will, before leaning in and saying softly between the two of them, "We have an emergency."

Will felt a cold chill crawl up his spine. "What kind of emergency?"

Hell. That was all that one could describe the state New York City was in right now. The Decepticons were a force to be reckoned with, easily batting away anything that the humans threw at them.

An entire battalion of soldiers armed to the teeth with weapons? Incinerated by a single shot from a blaster pistol.

Two dozen Army tanks? Bombarded from above by Seekers.

Fighter jets or helicopters carrying reinforcements? Easy pickings for Starscream and his elites, who didn't bother transforming into their alt-mode to shoot down the humans, opting to bring them down the old-fashioned way. By smashing them to smithereens with their bare hands.

As the Decepticons slowly advanced forward, the U.S. Army was in quite the pickle. Lower Manhattan has already fallen to the invaders, and Midtown was on its last legs with the Decepticons' warpath now far from Central Park, which was serving as the Army's meeting point for a counter-attack against the invaders. But even then, with hundreds of men and armor under their belts, the chain-of-command in the region still didn't feel confident about a chance for victory. If the Decepticons had easily cut through most of Manhattan with ease, what was stopping them from wiping out the rest of their forces now?

However, to one Will Reid, this was not on his mind as he desperately tried dodging the falling debris of aircraft while carrying the unconscious dragon-boy in his arms. He sprinted across the streets as fast as he could, as war literally raged on behind him. He ducked past screaming civilians, leaped over many corpses, and didn't look back at the sound of mechanical groaning whenever it appeared. He merely focused on getting this boy to the nearest emergency center available.

He was forced to hit the brakes at the sight of a low-flying jet plane opening fire into a crowd of panicking civilians, killing them without breaking a sweat. Cursing under his breath, he ducked into the nearby alleyway, running as the screams of people echoed in the distance. Suddenly, up ahead, Reid spotted a black man beginning to close a shutter, making him blink in surprise.

"HEY!" He shouted, running a little faster than before. "HEY WAIT! HOLD ON A SECOND, I'VE GOT A KID HERE! HE NEEDS MEDICAL HELP!"

The man, though looking terrified beyond his wits, kept the shutter door open for him and the kid long enough for the both of them to make it inside without any of the invaders noticing. The shutter door slammed close, and the only sound that could be heard was the muffled bombardment going on outside on the streets. Reid closed his eyes, and sent his thanks to the big man upstairs, before turning to the man and said, "Hey there, you wouldn't happen to have some medical supplies around, would you?"

"Let me take a look at him, I'm a doctor." a woman's voice spoke up from behind him. Reid turned around, and was startled by the woman's dazzling blue eyes that looked like sapphire gems. As he handed the dragon boy over to the doctor, his brain began kicking into high-gear as he took a closer look at her. Silky red hair, flawless skin, and an overall cool cucumber in tense situations despite the city going to hell outside. It almost seemed familiar.

"Is something wrong?"

Reid was brought back to reality by the woman's voice, and caught her staring at her while working on the unconscious kid on the floor. "Oh-uh, sorry," he stammered an apology, much to the woman and other guy's amusement. "It's just that-well, you look so familiar, but I don't know where I've seen you before."

The woman smiled. "Well, my husband tells me that I do bear a resemblance to my daughter."

He raised an eyebrow. "Why does that matter?"

"Because you get used to people confusing you for the girl who can do anything."

The pilot paused, thinking over the words, before his jaw dropped in astonishment. "No way," he breathed out. "You're Kim Possible's mom?"

"Yep. Dr. Anne Possible at your service, sir," she replied, bandaging up the kid's foot. Reid blinked in astonishment, she works fast. The kid's jacket was folded into a makeshift pillow under his head, while Anne worked on bandaging up the kid. "Well, aside from a broken rib and a sprained ankle, he should be fine overall. He just needs some rest."

"We all do," the other guy spoke up from his spot leaning on the door. His eyes were dark as he looked up at the ceiling that shook from another wave of bombardments.

Reid nodded, sitting down next to Anne, while she finished working up on the kid. "Amen to that." he said breathlessly. He looked at Anne. "So, where's your kid out in all this mess? Saving some civvies, or fighting giant robots?"

"At home in California."

Reid froze in shock, his mouth falling open in shock. "At. Home?"

Anne nodded sheepishly. "Yes, I came here on a business trip with some of my colleagues. We got separated when the robots started their attack-"

"Forget about that! You mean to tell me that your kid is at home right now, while the world is going to hell all around us?!" Reid exclaimed.

Anne's eyes turned sharp at his tone. "Do not blame my Kimmie for not knowing that this would happen!" she replied, making Redi go quiet at her loud voice. "And do not think for a moment that she can stop all this all alone by herself, she may be a hero in your eyes, but she's my daughter for god's sake!" Tears began streaming down Anne's face as her face crumpled into despair as the sounds of war grew louder outside.

"Look," the other guy, whose name Reid didn't know, slowly spoke, "I know things are rough right now, but we have to keep a level head! Between the kid knocked out on the floor, the giant robots tearing up the city, and the army who the hell knows where, we're basically in the dark on what to do now. So, we have to stick together."

"Right, right," Reid said, looking ashamed of his outburst. "I'm sorry, Dr. Possible. I-I shouldn't have freaked out like that on you."

Anne wiped away her tears. "It's alright," she said with a weak smile. "And please, call me Anne."

"We're going play a little game, Agent Savoy..."

Will stared daggers at the shifty-looking man who had been hiding out in the chopper that picked him up from his house. In response, the middle-aged man gave nothing away with sunglasses blocking his eyes, a casual posture despite the intensity of the situation, and a revolver not so hidden underneath his black trenchcoat. Already, Will had counted off eight ways to kill the man without damaging the helicopter, or hurting the private next to the agent.

"Here are the rules," he growled, jabbing a finger towards the man. "If I hear the phrase, "CIA clearance", one more time, than I'm going to have the private right there take that revolver out of your jacket and smash your teeth all over the deck floor. You ever know what it's like to be hit in the face with a revolver, agent? I have, and it ain't pretty."

"Colonel Lennox, you've got it all wrong," Agent Savoy said, smiling in a way more befitting to that of a shark. "What you're failing to understand is that everything you've been briefed on has been shared upon the most restricted of conferences." The agent leaned forward, causing Will to tense up. "Everyone on board is bound by federal law, and you will not share this information to anyone. Our government has spent precious time and resources in keeping the activities of these things quiet, and-"

"Mission City, Shanghai, Giza, Chicago," Will listed off, smirking at the agent's face grow angrier with each location. "And those are only the ones I've been at."

"These aliens are considered to be a national secret-"

"Bullshit." Will growled, all amusement gone. "Your "national secret" are now plundering their way through Times Square, and have been fighting across the goddamn globe for over thirty years now! The entire U.S. Army could have nukes in Manhattan right now, and they still wouldn't be able to take on the 'Cons in a one-on-one fight. But my team has experience, hell, we've even killed a few of the metal bastards ourselves."

He leveled a glare at the agent, who returned it in kind. "If you're bringing me into the fray, you're going to give me men who are prepared and informed about the situation. I will not have the blood of soldiers going into combat with no clue of what they're up against on my hands, agent!"

Agent Savoy wanted to say something, but he held his tongue in-check and scowled at the soldier. The rest of the ride to NYC was tense, as the private inched further away from the seething agent through the hours while Will kept anxiously waiting for this chopper to get him to Manhattan faster so he and his team can put down these 'Cons for good. Finally, after over two hours of waiting, the outline of the Big Apple came into view and Will clenched his teeth in anger at the destruction wrought onto the city by the alien invaders; buildings either burning where they stood or reduced to ruins across the city's streets, corpses amassing in the tens of thousands left in bloody, mangled pieces all over the place, and the imprints of giant feet on the roads with a civilian's squashed body occasionally popping up.

"Dear god," he heard Agent Savoy whisper in horror while the private gagged right next to him, though Will could hardly blame him. He still had nightmares about Qatar, and Chicago.

"We're approaching the base now, sirs," the pilot's voice chimed in over the speakers. "ETA: Five minutes."

Savoy nodded, face still pale. "Acknowledged."

Five minutes later, the chopper touched down onto the military's make-shift base in Brooklyn, overlooking the chaotic war zone that was Manhattan. Will, Savoy, and the private practically jumped out of their seats, and broke out into a jog towards the base's command center. After a few minutes of asking for directions, the trio arrived at a large tent guarded by two squads of marines, who raised their arms at the approaching figures.

"Hold it!" one of them - the commanding officer, Will rationalized - barked out. "Where the hell do you three think you're going, huh?"

Savoy stepped forward, fishing out of his breast pocket a fancy looking badge. "Agent Savoy, CIA. The man next to me is Colonel William Lennox, NEST Agency. He's with me." Savoy cast an annoyed look towards the private. "Him, on the other hand, has no relevance to us."

The private flushed in embarrassment, before spinning on his heel and jogging away. Will felt a pang of sympathy for the young man, but brushed it aside. They were at war now, the time for apologies comes after they win.

"Apologies, sir," the officer said, bowing his head and stepping aside. "The others are inside already."

"I know that."

Will and Savoy walked inside, and Will blinked at the command center's shape. Over dozens of computer monitors had been set up with at least one person pitted at each console and working, while soldiers stood guard with their rifles resting carefully in their arms. In the center of the tent was a desk table consisting of several chairs, most of which was filled with men and women shouting at each other over what course of action to take.

One person, however, caught Will's attention. "Epps!" he called out with a wide smile.

Said man blinked in astonishment at his old teammate before breaking out into a smile of his own. "Well, I'll be damned. Will Lennox, as I live and breathe." He got out of his chair, and walked over to shake Will's hand. "Good to see you again, mate. It's been awhile, how's Sarah and little Annie doing?"

"Good. Sarah's aiming for some kind of management position at her job, and Annie's got straight A's in school. Although," Will's voice took on a sour tone. "I think she's seeing a boy right now."

Epps' face went dark. "Who?"

"Derek."

"Ah, I see. And where does Derek live?"

A cough broke them out of their dark thoughts, and the two turned to stare at a middle-aged woman giving them a stern look. "If you both could pay attention, we can start formulating a counter-attack against the invaders." Director Charlotte Mearing said with a note of derision.

The two scowled, but comply and sat in chairs opposite to one another while Savoy took a seat next to Will.

"Now then," Director Mearing said. "First matter of business, how goes the evacuation process in Washington?"

A grey-haired man raised his glasses with a finger, as he read off from a report in his hand, "The President and his Staff have already been evacuated from the White House, and are currently on their way to Air Force One. We're still evacuating the civilians to a safety bunker a hundred miles west of the city, but so far there have been no problems in the process. Furthermore-"

"Sirs!" a communications officer piped up from his area, his face white with panic. "Message from the 2nd Battalion, 25th Marine Regiment. Enemy invaders spotted approaching Central Park, scouts estimate five in total."

"Any notable traits?" Will asked, hoping to be able to identify the Decepticons in the area.

The officer relayed Will's request, and it didn't take long for the reply to come in. "Sir, the scout was only able to get a close-up of the one leading the charge; a large one bigger than the others with a silver scheme and giant purple cannon on its right arm."

Epps cursed loudly, as Will went white in horror. "Megatron."

"I need visuals on Central Park, stat!"

The humans really are a pitiful species, Megatron mused to himself, staring out into the distance where he could faintly make out a small army of humans preparing to launch an attack on him, and the others that were with him; Soundwave, Astrotrain, Hook, and Dirge. In a way, they're worse than Prime and his Autobots. At least they knew when to give up when the odds were in our favor.

"LASERBEAK RETURNS." Soundwave announced, staring up at the sky to see a large robot bird soar through the air before it landed on Soundwave's shoulder, perched like a predator ready to strike at its prey. Laserbeak spoke to Soundwave in some garbled speech that Megatron had given up on figuring out eons ago, while Soundave patiently waited for his pet to stop speaking. Once it did, Soundwave turned to his leader, "LASERBEAK REPORTS THAT TOTAL NUMBER OF HOSTILES NUMBERS OVER A THOUSAND. RECOMMENDATION: TOTAL ERADICATION."

"I couldn't agree more, Soundwave," Megatron smirked fiendishly.

"Well, if it's mostly ground forces, they'll be likely be using ballistics, no guidance systems that we can interfere with," Astrotrain added in, leaning against the bulk of a half-demolished building. "My thoughts? Send in the Insecticons to finish the job."

Megatron pondered that idea. While it was true that those conditions wouldn't be a challenge to them, rather it'd be a waste of time and energon, they still needed to get rid of the humans, and the Insecticons were too busy dealing with pockets of human resistance in the parts the humans dubbed "Lower Manhattan". His eyes befell upon Soundwave, and a grin came to his face.

"No," he purred in sadistic glee. "I have a better idea. Soundwave...

...unleash Frenzy."

The soldiers of the 2nd Battalion for the 25th Marine Regiment fidgeted in their make-shift camp, as they geared up for the inevitable assault on the invaders. They all knew what was coming, but that didn't mean that they were prepared for it. For all their training in boot camp, they never expected the day where they would have to go toe-to-toe against a Transformer of all things. They've all seen clips of the fights between those giant robots, how one of their fights can level a small town in the process. It's been going on like that since their parents were kids themselves, and now they were being thrown right into the thick of it.

One of the battalion's scouts suddenly freaked out when he saw the approaching form of Soundwave. "Sir, enemy spotted dead ahead!"

The lieutenant colonel for the battalion stepped forward, his lips pursed as he glared at the Decepticon. "Just one, huh? Must be a scout, or something along those lines. Dumb machine doesn't know what it's in for."

From afar, the Decepticons who stayed behind watched as Soundwave grew closer to the humans. "One small Decepticon against over a thousand troops?" Hook spoke aloud, chuckling to himself. "Those fools don't stand a chance."

"Gotta say, if it had been against Rumble or Ratbat, they might've had a chance, but Frenzy?" Dirge shook his coned head, pitying the poor primitives who had no idea what was in-store for them. "They're already dead."

Soundwave came to a halt, ignoring the soldiers aiming their weapons at him. He pushed a button on his chest, "FRENZY, EJECT." His chest popped open, and a cassette tape flew into the air, transforming into a mini-Transformer who landed on the ground with a soft thud, hiding his face from the soldiers. "COMMENCE OPERATION: ANNIHILATION."

Nine years ago, Soundwave was one of the few remaining Decepticons left on Earth that was willing to follow under Galvatron's command (despite the late Decepticon leader's insanity) and participated in the search for the legendary All-Spark. Frenzy was one of the key players in the conflict, infiltrating government facilities and creating confusion to throw the humans off the search for the AllSpark. When the AllSpark's location was discovered, Frenzy attempted to delay the humans from escaping with it long enough for Galvatron and the others to arrive, but was fatally damaged in the process.

Although Soundwave may have fixed him physically, Frenzy was mentally scarred from the process. And the Decepticons used that to their advantage.

A blood-curling scream erupted from Frenzy's vocal receptors, echoing for miles and causing all those who can hear it freeze in their steps. This was Soundwave's ultimate trump card; Operation: Frenzy. Frenzy's central core constantly emits an intense infrasonic frequency for miles, causing anything nearby to experience violent nightmare-inducing delusions that cause them to lose focus. Including Frenzy himself.

And the only one immune to it is Frenzy's creator himself, Soundwave.

The Decepticon watched callously as soldiers began dropping to the ground like flies, foaming from the mouth or suffering horrific heart attacks that left them immobile. Some soldiers even started to attack one another, viewing them as the image in their nightmares and hoped to end the nightmares quickly. When he noticed that no one was capable of resisting Frenzy, Soundwave pulled out his gun and started shooting at the unmanned tanks and vehicles, engulfing the machines and anyone else around them in a violent explosion.

It was all over in five minutes.

"My god." Will wasn't sure who said that, but he didn't bother to figure out as he and the other officers looked on in horror at the live video of Soundwave's brutal massacre in Central Park. He felt his hands trembling, those men... they didn't even put up a fight against the Decepticon. He just casually walked out into the field, popped out his Evil Dead-screaming robot, and picked the heavy armor off one-by-one while the soldiers died all around him.

Director Mearing, pale-faced, whispered, "That was the last line of defense for the Island of Manhattan."

"Which means they'll be coming for the others soon," Agent Savoy deduced, his face coated in a visible sheet of sweat.

Will felt what little hope he had die out inside him; Without the Autobots here to help them, there was nothing left on this planet that could stand a chance against Megatron and his Decepticons.

God help us all.

Some time later, Megatron and the rest of the Decepticons found themselves standing in a ruined district of Lower Manhattan, overlooking the Brooklyn Bridge from afar. Megatron grinned devilishly to himself, sneering at the thousands of feeble humans running for their lives on the bridge while screaming at the top of their lungs. It was a melodic sound to his audio receptors.

"We're ready at your command, Lord Megatron," Scrapper announced, the rest of his team standing at attention behind him.

"Good," Megatron said. "The time has come to advance our momentum! Constructicons, unite! Tear that bridge to scrap metal!" He pointed at the bridge, and the Constructicons obeyed. They jumped into the air, their bodies shifting as they did so, and landed in the water with each respective member merging and connecting to one another to become a single bi-pedal entity.

"PREPARE FOR EXTERMINATION!" Devastator roared, charging towards the bridge whose occupants were now panicking at the sight of the approaching Transformer.

Megatron laughed in exuberation, soon, the Earth would be his! And the Decepticon Empire shall conquer the stars unopposed!

"...reports are coming in..."

"We have confirmed sightings of a full-scale attack happening in Manhattan..."

"...sightings of the attackers to be-what the hell? Ehrm, giant robots..."

"...total number of casualties to be numbered in the tens of thousands, and the toll is rising by the hour..."

"...President has yet to release an official statement, as the White House is currently placed under lock-down..."

"...wait a minute, that one in the middle... is that Megatron?"

"Oh god," A young man, looking to be in his mid-20's, breathed in horror at the image of a familiar foe he's known for over two decades. "It's happening, isn't it?"

Behind him, an older man who looks very similar to the younger one (though with more grey hairs) scowled deeply at the TV. "Yep. Looks like Megatron and his goons are finally making a move. Damn. If only Prime and the others were with us right about now."

"You know why they're not here, Spike," a woman around the older man's age said, a worried frown on her face. "The Decepticons took us all by surprise, and now we're paying the price for it."

"Don't say stuff like that," the younger man admonished the woman, taking a glance out the window where a trio of teens were busy working on the engine of an old pickup truck with a pudgy man in a business suit wearing a fez on top his head. "If those kids hear that, they're go right back to square one. It took us months to break them out of that funk of theirs."

"Regardless, they'll know about the Decepticons soon, we can't shy away the truth forever," Spike said with determination. "And we have to prepare for the worst-case scenario."

The other two, Carly and Daniel Witwicky, grimly nodded in agreement. Outside, the trio of Jack Darby, Miko Nakadai, and Raf Esquivel remained oblivious to the war raging on in New York, chatting casually with the owner of a nearby tourist trap that's a town favorite.

In writing this story, I've decided to combine the stories of the original G1 cartoon, the Bay movies, and the Prime cartoon into one singular continuity. I've basically switched character roles around, and I'll shed more light on the continuity as this story goes along.

For now, in reference to Soundwave's participation in searching for the AllSpark, basically he was apart of a few Decepticons working with Galvatron (who has taken the place of Megatron in the film, minus him being a giant icicle for most of the movie) and participated in helping the others resurrect (or in this case, rebuild) Megatron when the events of ROTF rolls around. (Believe me, things are different from the actual turd that we actually got.)