The Battle of Autobot City has lasted for hours and was still going. Since the city went on lockdown the Decepticons were unable to penetrate Autobot City's defenses by conventional means, so they began mowing down the Autobot soldiers. Now night has come and the Decepticons were beginning to break through the defenses, the Autobots were sustaining heavy losses consisting of Huffer, Windcharger, and Red Alert with several others among them. If the Decepticons keep this up then there may not be any defenses left by morning.

"We've got Decepticons in the gates, Decepticons in the air, Decepticons inside the walls, Decepticons, Decepticons, Decepticons! If we pick them off the wall and they show up in the air. If we shoot them out of the air and they show up in the gates over there, and that leaves us nowhere, that's where!" said Blurr as he alternated openings in the walls to shoot Decepticons who were flying by.

Megatron and the Decepticon forces gathered around the first line of defenses to break through them.

Inside a missile turret silo, Arcee was pulling in the body of Windcharger. Wheeljack was leaning by the door, damaged but still operational, he was blasted by Decepticons but thankfully they missed his vital parts. Springer kneeled down and placed a hand on his shoulder. "Are you OK, Wheeljack?"

Wheeljack looked up at Springer and slowly nodded, "Yeah, I'll live."

"Come on, Arcee. We've got to get this launcher into place. Megatron's making his big push, and we got to push back." said Springer. Arcee placed Windcharger's body on the floor next to Wheeljack and moved over to the launcher. The two of them began to move the launcher into place as Hot Rod, Kup and Kairi came in. "Let me... help you." Wheeljack got up and went to help them.

"Wheeljack you're damaged, you can't push yourself." Springer spat.

"Don't worry... about me... I'm fine." Wheeljack said.

"Keep at it Springer my boy. Help's at hand." Kup said as they were running over to help them.

"Together now." The six of them were able to move the launcher into position much easier and in much less time.

"I was afraid you'd be trapped outside the city," Arcee said to Hot Rod.

"Hey, I wasn't worried for a microsecond." Hot Rod replied with a strained voice as they struggled with moving the launcher into position

"Then you probably didn't understand the situation." Arcee retorted with a strained voice the same as Hot Rod.

After a moment of pushing the launcher, they finally got into place to fire. "That did it," Kup said, letting out a sigh.

Daniel then climbed up a ladder to the opening in the wall and saw the Decepticons gathering near the main defenses. "Decepticons, break down these defenses, so we can go in for the kill!" Megatron shouted.

"Kup, Hotrod! Look!" Kairi shouted, pointing outside.

The Decepticon forces began unleashing a hail of energy blasts at the defenses.

Kup leaned in to see and his optics widened."Oh no."

The Decepticons destroyed one of the turrets and began tearing through the defenses. Back inside the tower Springer reached into a munitions crate and pulled out one of the Launchers missiles.

"I got better things to do tonight than die." Springer loaded it into the cannon then went over to the controls and pushed a button, the launcher fired and the projectile was heading straight for the Decepticons, but they all saw it coming and ran from its blast zone.

"Keep firing!" Wheeljack shouted.

Springer loaded more rockets into the launcher and fired one at a time, one managed to hit Bombshell and Reflector the blast sent them flying and crashing down hard on the ground destroying Reflector and badly damaging Bombshell. Others hit several Decepticon troops blowing them all to pieces, Decepticons dispersed to avoid getting hit.

"Enough of this!" Megatron flew into the sky facing the tower, he aimed his blaster and fired a heavy blast directly into the room. All the Autobots thankfully managed to get out of there but the launcher was destroyed so they couldn't fire any more missiles.

The battle continued for the rest of the night, both sides were sustaining heavy casualties. By Morning all of Autobot Cities defenses have been destroyed and the Decepticons were about to break through their lines.

"Their defenses are broken let the slaughter begin!" Megatron yelled as the Decepticons finally broke through the defenses.

Megatron readied a shot but before he could he looked behind him and saw an Autobot shuttle arriving at the city. Blaster got through to Prime, after all, they may have a chance at victory now.

"Dinobots, tear the Decepticons to shreds!" Optimus ordered.

"Me Grimlock love crushing Decepticons." Grimlock and the Dinobots jumped out of an opening and flew out of the shuttle down to the destroyed city.

"Dinobots, attack!" The Dinobots then equipped their blasters and landed behind the Decepticons.

Megatron and his troops turned to look at the Dinobots, despite reinforcements arriving it was too late, they already broke their lines and nothing could stop them now, but the Dinobots will still be a problem, one that needs to be solved now. "Decepticons! Destroy those insolent Dinobots!"

"You heard Megatron! Destroy the Dinobots to allow us to continue our assault!" Starscream shouted. The Decepticon troops let out a few war cries and charged at the Dinobots, raising up their blasters and opened fire. The rest of the Decepticons continued their advance on the city.

Grimlock looked at the small deception force charging at them and chuckled. "Me Grimlock not afraid of lousy Decepticons."

"Let's stomp Decepticons!" Sludge spat.

"Yes, me Slag want to crush!" Slag said confidently.

The Dinobots open fired on the deception forces ripping them to shreds, the troops wouldn't last long against all five Dinobots. After the Dinobots destroyed the first wave they transformed into their dino-modes to deal with the rest.

The Shuttle landed on the pad outside the city, Optimus, Hound, and Sunstreaker stepped out of the Shuttle and saw the carnage befalling the city. In their sight, they Saw Megatron and his Decepticons advancing into the city.

"Megatron must be stopped, no matter the cost," Optimus said then transformed into his truck mode and drove into the city.

The Decepticons continued to advance through the city, thankfully Optimus Prime pulled up right behind the Decepticons. Thrust turned around to see Optimus driving up to him at the full speed, not giving him any chance at all to react Optimus ran him over, sending him flying. Then ramed down a few others, the Decepticons ran out of the way to avoid being rammed then turned around and opened fire on the Autobot leader, but Prime launched himself into the air with two thrusters on his sides and transformed into his robot mode with his blaster in his hand. While in the air Optimus fired at the Decepticons, Ramjet, Skywarp, and Soundwave, his blast wounded all three of them and knocked them all to the ground. When he landed back onto the ground, he fired several more blasts of energy from his rifle, killing Thundercracker, Dirge, and the remaining Construction Scrapper. The remaining Decepticons functioning and wounded dispersed to avoid getting killed with the way into the clear, Prime finally moved up and reached Megatron.

As Megatron entered through the hole into the city, it was looking like victory was within his grasp at long last, but as he was about to move in deeper he turned around to see who it was and he was surprised to see that it was Optimus prime standing behind him.

"Prime," Megatron said incredulously.

"One shall stand; one shall fall," Optimus stated.

"Why throw away your life so recklessly?" Megatron asked, clenching his fist.

"That's a question you should ask yourself, Megatron," Optimus replied as he stood firm.

Megatron aimed his blaster to shoot Optimus, but he quickly lowered it. "No! I'll crush you with my bare hands!"

With that, Megatron ran up and tackled Optimus before he could blast him with his rifle, the tackle sent them both back outside.

Outside, Hot Rod saw the struggle between Optimus and Megatron, he couldn't let Optimus handle Megatron alone, so he decided to help. "I've got to help Prime."

"Stay away, lad. That's Prime's fight." Kup said as he grabbed and held down Hot Rod to keep him from intervening in the fight between the two leaders.

Megatron aimed his fusion cannon straight ahead and fired. The fire missed Optimus Prime completely and dissipated into something. Optimus noticed Megatron trying to recover from the recoil and took the moment to strike. Reigniting his energon axe, the image of Blackout falling to it still fresh in his mind, Optimus Prime charged. Megatron aimed again but Optimus had gotten beneath him. One second later, the cannon was severed and one the ground. Optimus then caught Megatron off guard with an extremely strong punch to the face. Megatron was slammed right back into the wall, which was already marked by the depression of his heavy form. Optimus backed away and quick removed the shard, leaving a puncture wound. Megatron saw a chance to strike with Prime caught up with his wound, and found a displaced energon dagger on the ground. He charged immediately and slashed at Prime, missing the first time but striking the second time. The strike was on the energon axe, causing the melee weapon to become useless, though Prime's hand remained intact. Megatron attacked again, this time slashing at the already open wound of Prime's torso. Prime instinctively reached for the wound.

Optimus Prime wasn't about to give Megatron the benefit of an answer. Surprisingly, Megatron tossed the dagger aside and morphed his hand into a glowing purple energon mace. The favorite melee weapon of Megatron, as Optimus Prime had come to learn over the centuries. Optimus Prime staggered back as Megatron swung the chained weapon to and fro. Each swing was meant to force Optimus back further and further toward where the steel ground ended. A pitfall awaited behind him, and Optimus knew it. Megatron knew it. He swung his mace directly for Prime's head, which Prime ducked under. He swung again, each time inching Optimus Prime closer to the edge. Then Megatron swung his mace right into the ground, forcing Optimus Prime to hop backward several inches. As he did, his leg slipped over the side, yet he was just barely able to right himself.

Megatron was relishing this, and all he needed was one last, good, clean shot. "What was it you once said at the outset of this war, Prime? Freedom is the right of all sentient beings," Megatron mocked his ages old nemesis. He spun his mace above his head and said, "Well, feel free to fall before me!"

Leave it to you, Megatron, to let your arrogance dictate your next action. Prime thought, knowing Megatron as well as he did.

Megatron charged head on, as Optimus Prime predicted he would. In a flash, the Autobot leader ducked beneath his Decepticon foe, and surprised him with an energon sword. Megatron didn't expect this, and it cost him. Optimus Prime slashed away, first severely damaging and shorting out the mace, and then slashing at Megatron's upper body. Bits and pieces of die cast steel flew into the air. Optimus Prime then landed as hard and as vicious an uppercut that any Cybertronian, Autobot or Decepticon, living or dead, could manage. The blow landed on Megatron's face, rocking him and throwing him all the way back to level ground. The lack of balance on his part caused Megatron to hit the ground hard. Optimus Prime, ignoring the searing pain of his abdominal wound, charged onward toward the fallen Decepticon leader. From the ground, Megatron tried to trip up Optimus but Optimus rocketed into the air but as he returned to ground, Megatron caught directly with a swift dual kick. The kick met the steel faceplate that had covered Optimus Prime's face for millennia, while also knocking him to the ground. The impact ultimately shattered it, exposing the lower half of Prime's face, scorch marks over the mouth. Not since his days as Orion Pax had his face been fully exposed. Orion Pax. He remembered that life so well. So did the now upright Megatron, seeing as he was responsible for ending that life. Irony became apparent; Megatron destroyed Orion Pax then, and yet was instrumental in creating Optimus Prime, indirectly or not. It was a mistake Megatron intended to rectify right now. He charged and tackled Optimus Prime, yet neither faltered. They entered into a brutal stalemate, a crippling battle of sheer determination. Then it appeared that Megatron would win out, even reaching for Prime's face.

"I'll rip out your optics!" he snarled.

"Not today, Megatron. Not ever!" Optimus Prime snarled back.

With all his might, Optimus Prime drove his knee into Megatron's chassis, and then did the same with his heavy steel fists. Megatron fought back with a series of blows. It was a close quarters battle of wills, with each taking blow after blow but neither faltering. Winning the battle of attrition, Optimus Prime grasped Megatron by his neck and threw him clear across the battle field. Megatron across from Prime, his body scraping across the ground and leaving depressions in his wake before coming to a halt. Optimus Prime sank to a knee, exhausted as was Megatron. Both suffered unimaginable damaged that would've put any lower tiered Cybertronian offline. Regardless, it was Optimus Prime with the advantage. He limped over and recovered his discarded plasma rifle and slowly approached Megatron. Megatron was struggling to rise and caught sight of Prime, half his face scarred from the fall. Prime had his rifle trained on Megatron. One shot was all that was need. Just one shot!

"Finish him off, Prime! Do it now!" Kup said.

Megatron could barely move when he took notice of Optimus Prime standing across from him, plasma rifle at the ready. He suddenly took notice of the discarded laser pistol nearby. The very thing he needed, but first…

"No more, Optimus Prime! Grant me mercy, I beg of you!" Megatron said.

ANOTHER ANGLE FEATURING OPTIMUS PRIME AND HOT ROD

as Optimus Prime warily moves out to look down at the cowering

Megatron, keeping him in his gun sights.

Optimus Prime cocked his head to a side, utterly appalled that his most sworn enemy would beg for mercy. Starscream maybe, but Megatron? "You've sacked every city of our home world, from Stanix to Polyhex, Kaon to Iacon. You enslaved and killed countless Cybertronians for your own gains and made our own home into a barren shell of its former self. Had there been no war, I would have even considered you a brother. But you've shown time and again that you are without mercy and now, you plead for it," Optimus Prime himself wouldn't have believed himself to be so full of anger, never would've imagined his words to be laced with such resentment. And all the while, he didn't notice Megatron inching ever so closer toward the laser pistol. "I thought you were made of sterner stuff."

Megatron inched closer to the pistol, all the while trying to hide a sly smirk on his face. But then the sound of a motor was heard. Megatron turned toward the sound and saw a bright red vehicle gunning for him. On instinct, Megatron grabbed the pistol just as Hotrod changed shape and tackled him down. Hotrod reached for the pistol, and Megatron in turn reached for Hotrod. All the while, Optimus Prime tried to gain a clear shot.

"Get out of the way, Hotrod." he said.

Megatron smirked at the favorable turn of event as he pulled the trigger and a purple beam of light and energy shot out. The shot scored a direct hit to Optimus Prime's already damaged torso. Fire, smoke and die cast constructed metal rained out of the body of the Autobot leader. Hotrod watched on helplessly as Megatron fired more shots at Prime. Every single shots was trained on the wound and anywhere else that Prime hadn't been damage and driving him back step by step. To his credit, he was still standing.

"Fall. Fall," Megatron shouted and fired more and more.

"I would've waited an eternity for this It's over, Prime." Megatron said.

In a last act of defiance, Optimus Prime simply said, "Never!"

Megatron was amused for a little more than a microsecond and prepared to fire. He pulled the trigger and… nothing. No bright purple light emerged from the gun. Megatron looked incredulously at the gun, astonished beyond belief that it wouldn't fire. Then he saw why; energy in the gun was depleted. Optimus Prime saw this as his chance and with his last ounce of strength, connected with a viscous double axe to Megatron's chest. The blow was so severe, so decisive and so brutal, that it sheered away the Decepticon insignia. Pieces of Megatron fell away from him, and soon Megatron himself ironically fell down into the pitfall. He endured the forthcoming death drop, first slamming onto a second story platform before crashing further down into ground level where he laid unmoving.

Optimus Prime struggled to stand up. He held his torso where the heavy wound remained, from which fluid seemed to stream. The rest of his body was so heavily damaged that he could barely walk. Yet he did, toward the edge of the field. He looked over the edge at the fallen form of Megatron, who still not moved since his plunge. Other Decepticons quickly approached their leader. Soundwave, Slipstream, Astrotrain and Scrapper by the look of it. Optimus Prime thought back to his words to Megatron before the battle; One shall stand, one shall fall. On this day, Optimus Prime stood victorious, but soon collapsed to the ground. From the other side of the field, Hotrod rushed to Prime's side.

"Optimus, I'm so sorry," he said. "Please forgive me."

"How do you feel mighty Megatron?" Starscream asked.

Starscream glared at Megatron, who to his surprise was moving. Weakened, Megatron whispered, "Don't leave me Soundwave."

"As you command Megatron." Soundwave said.

Starscream then turned to Astrotrain. "Astrotrain, transform, and get us out of here now!"

The Decepticons retrieved all of their wounded comrades, consisting of the insecticons, the seekers, and several wounded troops. Soundwave went over to Megatron and picked him up and then followed Starscream, Rumble went over to pick up Megatron's Fusion Cannon and followed behind them.

Astrotrain ran and transformed into his train mode and headed to the edge of the city to wait for the surviving Decepticons to board so they could get out of here. The Decepticons ran as fast as they could to Astrotrain while carrying their wounded and fallen comrades. The Autobots advanced, firing at the retreating Decepticons killing as many as they could.

Arcee, Kup, Rin, Len, Neru, Meiko and Teto stood where they were watching as the Decepticons ran for their lives.

As the last of the surviving Decepticons boarded Astrotrain, Starscream got in last and saw all the dead (Including Megatron) that littered Astrotrain. There were more dead than alive in the shuttle and there were hardly any Decepticons who were in one piece. Megatron led them to be slaughtered, but Starscream would ensure that the Autobots will be destroyed. Maybe not today, but the day will come and it will come soon.

"Astrotrain, take off!" Starscream shouted, then went inside.

Astrotrain closed the ramp behind Starscream, then activated his thrusters on the back of his train mode to accelerate himself. When he made it to the edge, he changed to his shuttle mode then took off and left the city back for Cybertron.