[Inside the Spire]

Once the alarms had sounded inside the Spire, the Autobots knew that one of their own had been discovered and that the search for the others had begun in earnest. Kup had quickly taken care of the Vehicons that had occupied the room he had taken up in and any unfortunate one that he came across in the passageways as he made his way to the rendezvous location. Coming across a scuffle in one of the adjoining halls, Kup took out the opposition from behind while Arcee, doing her acrobatics off of the walls, used her precise shots to take out the ones before her. The pair came upon Bumblebee, Bulkhead, and Jazz as they finished with the group of Decepticons that they had come across, which gave them a small breather.

"Where's the Green-Horn?" Kup grunted as they looked around to make sure that they weren't going to be surprised by any Vehicons in the T-shaped intersection of the hallway they were waiting in.

Aiming down the hallway he was facing Bumblebee shot at the approaching Vehicon. ~Do you think he was the one that got spotted?~

"Looks like it," Arcee, who was guarding the hallway with him, replied.

The alarms suddenly died away as a militaristic drum roll sounded around them before another song began to play. Bulkhead frowned a bit as they all recognized the song. "Looks like she had to set things off early. Come on, Smoke."

[Outside]

Elita and Megatron's optics were locked on one another as each struggled over the energy from the Dark Energon crystal that resided in Megatron's torso. He had grabbed a hold of the arm that she had shoved through his torso, not quite comprehending the fact that she melted through his armor with her bare hand. The tiny Autobot had to fight harder to pull the energy out since its host was not as willing to give it up as the mindless being she had done this to before. The knowledge of what he would do if she failed her task gave her the determination and the need to dig deeper to find the strength to pull harder.

With a slight groan Megatron fell to his knees. Still, he fought to keep what was rightfully his, but he could tell that he was quickly losing this battle. Letting go of her left arm, he let his right arm drop to the rocky ground below as he blindly searched for anything to aid him.

The suddenly sharp pain made Elita gaps as her optics went wide in shock. The satisfied, dark smile from her foe as he shoved the piece of her broken blade further into her torso chilled her as she cried out in pain. Her left arm was not responding now, it slipping free from the hole in his torso as the glow faded, telling her that she lost her connection with the crystal and that the battle just quickly turned back to the favor of the Decepticon leader.

"What a delightful color of Energon you bleed, my dear." Laughing, Megatron regained his feet, the opening she had made glowing purple as it healed before her eyes as she dangled helplessly with his grip on her gun. "What's wrong, Elita? Did I hit something delicate?"

His laughter echoed around her as he released her, watching her land in a crumpled heap at his feet. Elita cried out as she landed on her left hand side, the impact shoving the blade in a bit further in the process. It was a struggle, but she managed to ease off of her injuries and take in her surroundings.

"It looks like the bone you wished to pick was a bit more than you could handle," the tyrant taunted.

"I'm going to save this blade and shove it in your exhaust port the next time I see you," she replied through clenched teeth as she grasped at the ground and the remote pieces that were scattered on it.

"To think that Opitmus had thought it was a good idea to leave you in charge of the Autobots after his demise."

Elita cried out in pain as he kicked her in the midsection, sending her skittering like a pebble across the rocky landscape towards Dark Mount. Stalking his prey, Megatron only stopped when a flash of light erupted behind where where she lay, her right hand now glowing a faint blue light.

"How about you take that up with him," she muttered.

Megatron only had a moment to brace himself before a much larger version of Optimus Prime literally flew out of the Ground Bridge portal she had opened up using the component she had managed to grab. Rolling onto her back so she could watch the Nemesis as it began to move, she winced as the blade moved from the slight impact it caused.

[Inside the Spire]

Soundwave had managed to locate and remove several of the invading programs, but even his speed and skills were not able to keep up with the damage that they were causing the system. Especially when he felt one particular one beginning to affect his personal database. He had only just focused on taking care of his internal issue when he saw that whatever it's programming code might have been simply vanish on its own, as if its task had been fulfilled.

The silent Decepticon turned back to the computer station he had been working at as the screens blinked to the same image. A chibi human female with red hair had now replaced all the data he had there previously. Its little face held a stern look as it had one hand raised to wave a single finger back and forth, as if it was indicating 'no' or 'don't you dare'.

"You have less than a minute to evacuate," a Elita's disembodied voice came from all the computer systems in the Spire as Soundwave became aware of the movement of the Nemesis. The ship was auto piloting itself above Dark Mount and there was a massive amount of energy building up in the new weapon system. "Megatron might sacrifice you willingly, but I'd rather not."

The Autobots waiting for the return of their comrade shared a look as the Decepticons that they were fighting began to quickly flee from them, taking their wounded with them if they could. In the scuffle one of the damaged Vehicons had been flying overhead in his jet mode and crashed into one of the supports for the hallway and managed to blow a hole in the ceiling, trapping Kup under the debris as he shoved Arcee out of the way.

His four companions looked at Kup as he grunted. "Well, you heard the lady. Move."

"No way!" Bulkhead replied instantly as he began to try to shove the mess off of his old commander.

~We're not leaving you here," Bumblebee beeped as he and Arcee put their own muscle into the effort.

"Are you crazy?" Jazz asked, adding his own strength to the effort.

"We don't have time for this," Kup snapped. "Get going now!" His optics focused directly into Bulkhead's. "That's an order."

The green Wrecker's shoulders slumped in resignation as he nodded. All four gave the Wrecker founder one last look before they began to rush down the hallway. Kup wiggled a bit, managing to free one of his arms and grabbed a hold of the detonator that had fallen to the floor right in front of him. Lifting it up, he watched as the once slowly blinking light almost flash violently. "This would have been one heck of a story to have told."

[Outside]

Despite the shock he received at not only the sudden appearance of the bot he had thought was dead, but his apparent upgrade, Megatron managed to somehow hold some ground, even with the pounding Prime was putting on him. Well, that was until Optimus punched him so hard that he flew into a group of massive boulders a good distance away from Dark Mount.

With an angry shout, Megatron burst out of the rubble and transformed into his jet mode, taking to the air to attempt to gain the upper hand. Unfortunately for him, Optimus took to the air after his foe, quickly overtaking the tyrant and passed close enough to him that Prime had grabbed a hold of one wing and sent Megatron into a wild spin as he passed.

Megatron had been forced to transform and land on one of the buttes, watching as his foe circled around to come back at him. Behind Optimus, the tyrant saw his own ship moving over his ruling tower, a bright red glow coming from the chamber on the bottom that his newest weapon resided in. Quickly transforming and flying over Prime as the Autobot aimed and fired his new weaponry, a single handed Gatling gun. Megatron deftly juked around the shots that were flying past him from behind, having long learned Optimus' firing pattern to be able to do so. Upon seeing the droves of his troops that were fleeing from every exit point in his Spire, he directly contacted Soundwave as he saw the silent Decepticon make his way to the Nemesis. Even what few remaining Vehicons that were fighting with Wheeljack fled with Starscream. Through his visual readout that his most loyal sent he could see that Elita had somehow managed to take over every system within his tower in a matter of seconds and that Damoclies was now no longer under their control, nor could Soundwave access it to regain it. The weapon was moments away from overloading and taking everything out with it.

[On the Nemesis]

Smokescreen managed to keep his foes from reaching the platform to shut off the device, though he doubted that they would have succeeded by this point. The room was super heated due to the angry, glowing weapon that it housed despite the open doors below it. When Elita said that she was going to make Damoclies eat itself, well, he guess now she wasn't just meaning it figuratively. The whole machine, bladed energy focal output, power core, and even the control housing unit was glowing a bright red. A quick glance out the lower doors showed that the ship had settled over the top of Dark Mount and indicated that this was not the place he really wanted to be in the next few seconds.

"It looks like you might want to high tail it out of here before that thing melts you down for slag," he advised the Vehicons in the room with him. Giving a playful salute to the group he leapt through the doors and activated his phase shifter before he even reached the top of the tower, allowing gravity to pull him through the floors. He had to get the others out of harms way before this thing went off.

[Outside]

Seeing that Megatron was out of targeting range, Optimus stowed his weapon behind himself and flew back down to where the waiting ground bridge portal still glowed. Wheeljack had made his way over and was picking her up as the others from the tower rushed towards them.

"Where's Gunny and the kid?" the Wrecker asked his buddy.

"Kup … ordered us to leave him behind and Smokescreen never showed," Jazz informed them all.

"Get me to the spire," Elita groaned. "I have to slow it down so that they can get out."

"Wait, look!" Arcee pointed towards the bottom of the spire.

Knowing he was the fastest with his upgrade, Optimus took off instantly as Somkescreen and Kup phased through the outer wall, the Elite Guardsman having hauled Kup out with one of his arms tossed across his shoulders. Swooping behind the pair to grab a hold of them, Prime shot towards the Ground Bridge right as Kup's detonator stopped blinking and settled on a bright glow. They felt the heat from Damoclies rush down towards them as everyone rushed into the glowing portal before it winked shut.

[On the Nemesis]

As per Megatron's orders, Soundwave had been trying to reestablish control over the Damoclies weaponry, but failed due to the blue prints and control protocols that he had once loaded into his systems were now missing and unrecoverable. As he realized the ramifications of such issues the weapon not only discharged, but the whole system ejected itself from the ship, which shook violently from the action, to follow the beam down into the melted slag that was once Megatron's high and mighty throne over the human race.

With only the fact that the Autobots had no base of operations to still call home to soothe this loss, Megatron ordered reconnaissance teams back to Cybertron. There still might be some things of use that were left behind during the fight over the Omega Lock.


[Author's Note]

I don't own the show. Thanks for reading.

R. Lee Ermey was our inspiration for this Kup's design and mannerisms.