Transformers: Uprising

by kira444

Prequel to Titan. Before Optimus became a Prime, he fought for order. Before Megatron became a conqueror, he fought for freedom. Before they were enemies, they fought for the preservation of Cybertron's future. Before the Great War, there was...the Uprising.

11. Tragic Scream

Chapter 11-Tragic Scream

1st cycle 502. A few months, close to a year after Nominus Prime's funeral service. Sentinel, who has been marked for showing the Affinity for the "Matrix", was elected as a the new Prime and made it his personal mission to stamp out opposition to the Clampdown and crackdown on any dissidents who tried to openly rebel against the world order that HE helped enforce. He absorbed nearly half of Iacon's militia, the Primal Vanguard and law enforcement into his Elite Guard and made them into a planetary force the keep the peace, though in reality, it was just his way of tightening the hold he had over the states that weren't Decepticon oriented. The Decepticons in question had become more violent after Proteus failed to deliver with his promise, something that still pissed the Prime off to this day.

It was for this reason that Sentinel wanted Orion Pax's head. He wanted revenge for the cop's foiling of his plans, a setback that had backfired on him severely. Now instead of being branded enemies of the state, the Decepticons were now more powerful than ever and had bots in nearly every city-state at this point. Pax had been a thorn in the senate's side since that fateful day in the Decagon, just like Shockwave, and like the former senator, he needed to be taken care of immediately.

Which was completely fine with Orion. Him stopping Sentinel's plan had been all but a declaration of war on the senate and functionists. The senate, the Prime, the Institute, anyone involved with this grand conspiracy was his enemy now. His life and his job were but a dream now, and all he had to do was finish what Shockwave started. It was fortunate for him that one of Shockwave's contacts, a femme named Zeta of Sistex, who gathered the rest of Shockwave's outlier students and took them into her private militia that was secretly fighting against the senate.

Orion knew that somewhere down the line, violence was going to become a factor in this growing conflict. He knew that his days as a member of the law enforcement caste were numbered the minute he called the senate out on their flaws, declaring himself an Autobot for all to see and taking clandestine missions to make sure that the Matrix incident never happened again. He was going to make sure that bots like Shockwave never suffered ever again, even if he had to fight the functionist council themselves.

It was hard, these past few months. Fighting the Elite Guard and making sure that he wasn't captured, careful to cover his tracks in the process. He had a new calling now, leading a team of patriotic rebels called the Autobots against the senate and seeking to rebuild Cybertron's government into something greater, before the idea of war becomes something other than a fear.

"Hya!" Orion slammed the butt of his axe into an Elite Guardsman before cutting the limb off with a downward strike. "Hey Roller?"

"Yeah?" The heavyweight mech said, shooting down a couple of bots with his mini-gun.

"Are you getting a sense of déjà vu?"

"How so?"

"Because," He grabbed another Guardsman in a chokehold and punched him repeatedly in the nose. "I think we've done this before. Send them packing. Five times I think it was." He lifted the soldier over is head and threw him off a cliff. "How many times do we have to beat them until they realize that this hot spot is under our protection?"

"What do you expect, Pax?" Windcharger asked, using his magnetic powers (magic arms) to rip the arms off a Guardsman. "Sentinel didn't exactly pick them for their brains."

"It's not their-oof!" Skids fell back from a punch to the face and shot his grappling hook at the offender, hitting him in the nose and dragging him along the ground. "Their brains I'm worried about."

"No, no it's cool. You just need to know how to deal with them." Glitch waved his arms and the artillery tanks shut down and broke down on the spot. The empurata victim laughed as the pilots abandoned their stuff and started to run. "See? Break their stuff and they run home crying."

"They're retreating!" Orion declared, firing his blaster after them. "I think it was the banter that did it. I'd be running to."

"You call that running? I've seen continents move quicker than that." Roller transformed into his long truck mode and drove after the fleeing soldiers. "Let me help you on your way!"

He slammed into the group and sent half a down flying in different directions. Roller swerved around and reverted back to his robot mode as the terrified mechs made tracks in the metallic dust.

"Haha!" Roller laughed and sighed. "Banter."

XXXXXX

The mission was the latest in a series of disinformation battles against the senate, but it was no less important than anything else the militia had done.

Orion's personal team of Autobots were camped out near the Allyon region in Cybertron's equator, where a new hot spot-the first one to appear since the beginning of Nominus Prime's reign-had just ignited. This would be big news had the hot spot not taken a peculiar shape, one of a large hand pressed against the surface of Cybertron. For reasons known only to the senate, this was covered up from the public.

Zeta had intercepted satellite images of the hot spot and sent Orion and his team to the region before the Elite Guard and they've been successfully keeping them at bay since then. They just needed to wait for the Sparks to mature enough to be harvested, then send them somewhere safe. It was a noble cause, and no one regretted taking this mission, but hiding out in a cramped bunker without the pleasure of stretching their legs was starting to suffocate some of the bots.

"Ugh, another day, another ass-whooping." Glitch groaned and slumped at the table. "As much as I like beating those bastards down to size, I'm starting to chafe here."

"Yeah, how much longer until we can harvest the little guys?" Skids asked, looking out the window.

"Soon," Orion said. "According to Zeta, the Sparks should be ready to harvest either tomorrow or the day after."

"Thank Primus!" Someone called out. "I was getting bored of seeing the same damn landscape again."

Trailbreaker, another outlier with the power of generating forcefields with his hands, lumbered out of the back room stretching his arms after spending the night, and most of the morning, sleeping on a small recharge slab. He snatched up Skids' canteen of energon and took a hard swig from it.

"Look who's finally awake!" Windcharger said. "Dude, you slept through the whole fight."

"Sorry, but I needed to sleep the dizzies off." Trailbreaker said. "I'm still reeling from yesterday."

"We're all glad to have you up and about, Traibreaker." Orion told him and turned to the rest of his team. "Now that the recharge slabs are free, I want everybody to top themselves up. We need to be ready for another attack."

"So that's it? That's our plan?" Glitch asked "We refuel and wait for the Elite Guard to come back?"

"No, Glitch. We refuel, savor the lull and wait for our reinforcements." Orion replied calmly. "We're not moving from this spot until the Sparks can be harvested."

Glitch didn't look very pleased, but he relented and leaned back in his seat, glaring out the window. He switched on his internal radio and blasted some classical music in his processor, the Empyrean Suite. It was all he did these days, Glitch would either listen to that one piece of music or he would download each and every one of Megatron's treatises into his brain. Orion figured that he knew every word from those essays at this point. The mech treated it like it was his bible.

Orion knew that no one like the "sit and wait" moments between battles. It made everyone antsy and nervous, and that made them liable to make mistakes. It reminded Pax that they were not soldiers or cops, but were once ordinary civilians, bots who were gifted (or cursed) with abnormal powers that painted a target on their backs. They called themselves Autobots and acted like they were professionals who knew what they were doing, but in fact they didn't have the slightest idea on their plan of action in the far future. They were just living in the moment, and they all knew that they only got as far as they did with a combination of careful planning and dumb luck.

Nothing was set in stone. Today the senate sends the Elite Guard, but tomorrow they could send a platoon of Heavies. There were no rules of war, all bets were off as far as Sentinel was concerned, but something was holding him back from trying to scorch the land, and them, along with it.

The Autobots had planted themselves in the Allyon region to stop the senate from killing unborn Cybertronians, but it was more complicated than that. It was clear to everyone that the senate had gained more power over the planet after the Cog's invasion, the murder of a functionist councilman and the assassination of Nominus Prime, who was rumored to have had ties with the Functionists. As a result of this change in status quo, society became more secular and the council became less influential. Should this unique hot spot be made public, with Zeta calling it the "Hand of Primus", many would see this as proof of Primus' existence, making it easier for the council to reintroduce hardline functionism.

Up until now, functionism had become more flexible as a result of the Sentinel's actions in depowering the Legislators, and Zeta theorized that his faction were trying to destroy the hot spot to avoid the potential outcome of a functionist take over. All in all, the hot spot was the latest battleground of the cold war brewing between the senate and functionists, the state and religion. But there was one question that plagued everyone's minds; why didn't the Elite Guard just bomb the area and be over with it?

Whatever the case, they just put that little inquiry on the back burner and continued on with their mission, eager to get on with their lives.

XXXXXX

Orion plopped into a chair and groaned in exhaustion. He knew staging a rebellion was hard work, but this was certainly more stressful than working as a cop. He felt at least a stellar cycle older than when he broke away months ago.

"You good, Pax?" Roller asked as he took a seat across from him.

"Yeah, I'm just resting my eyes. The overcharge (adrenaline) is starting to wear off." Orion said.

"Here, have a drink. Should bring your power levels up." Roller handed Pax his drink for him to sip on, but the minute he tasted it, he jerked back with a grimace.

"Good grief, Roller! Did you add-is this C2?"

"Don't announce it to the entire world moron!" Roller hissed, snatching his drink back.

"Roller, it's dangerous. All circuit speeders are dangerous. I wouldn't be surprised if someone links C32 to instant Spark failure." Orion lectured with a frown. "Why are you drinking that mess anyway?"

"I need something with a little kick." He replied. "It helps me keep up."

"With who, the outliers?"

"Don't judge. Not everyone is born special." Roller grumbled. Orion couldn't believe he was hearing this.

"Look at yourself, Roller. You're a point-one percenter, like me! We were born special."

"I was born strong, and these days that get you so far. I'm not a leader like you, Pax, I can't generate forcefields or stop things from working or-or magnetize the enemy." Roller sighed. "I'm the obligatory strong man, brawns but no brains who dies a hero's sacrifice so that the more important bots live. I don't even know why you keep me around."

"I keep me around because you're important to me."

"You keep me around because I'm your friend."

Orion crossed his arms. "And that's a bad reason because…?"

Roller had nothing to say and looked away in shame.

XXXXXX

"Anything new, Pax?"

"No. we've been here for three days and aside from their attempts to dislodge us, the Guard hasn't done much else."

"That's…unsettling."

Orion was talking to Zeta via transponder, with the latter's upper body being shown as a hologram over the tiny comm device. Orion looked outside at the disc shaped aircraft floating in place over the region a few feet off the ground, right over the hot spot. It wasn't a battle ship, only some kind of monitoring station that had arrived the previous day. They had no idea what it was or what it was doing, but Orion still kept a close eye on it in case it was packing some serious heat.

"The Sparks still haven't fully matured yet?" Zeta asked.

"We're waiting for their first flash. Once that happens, we'll scoop 'em up and roll out." Orion relied. "What about those reinforcements?"

"Sorry, Orion, but I can't spare too many bots your side. I'm sending a few familiar faces to your position via transmat system, but it's going to take some time." Zeta told him. "In the meantime, keep an eye on those Sparks. They should've been ready to harvest by now."

"Will do, Zeta. Stay safe."

"I should be telling you that."

Orion signed off and looked at the computer on the table next to him. He wanted to send an encrypted message to Elita-1, to show that he was all right and still alive. That was too risky a move to make considering the senate had the data castes monitoring the DataNet for any sign of rebel movement or secret messages that hinted at terror attacks. The Autobots shared their own private channel that had been developed by Zeta's people, but Orion wasn't willing to risk their safety just to make a personal phone call. He would just have to hold strong until this nightmare was all over.

'But when will that be?' He thought bitterly. 'All I can see is that things are getting worse as time goes on. How long will it be until someone declares open war and gets the party started.'

It was another hour before the reinforcements arrived in a burst of light that came from the sky. Orbital bounces were a low costing form of teleportation, transporting an object from the ground, to the atmosphere, and back to the ground at the destination. Zeta's science team had a relay station in orbit within a blindspot within the senate's global satellite system, so it made getting around easier, if not for the disorientation that orbital bouncing caused. Nonetheless, the group of three bots arrived from orbit a few feet away from the base, and Orion was pleasantly surprised to see a familiar face among their number.

"Chromedome?"

"Howdy, Pax!" Chromedome said cheerfully.

"What's up, aside from your head that is?" Roller grinned and patted the headmaster on the back.

"I wasn't expecting to find you here." Orion said, shaking Chromedome's hand. "I thought you followed Prowl's example and joined Sentinel's security forces."

"Prowl would tell you he has his reasons, but no. after that Matrix bombing incident, he seemed to just overlook that and joined Sentinel's private security force to maintain order on a more "active" roster." Chromedome grunted. "We had a little falling out over that."

"Sorry to hear that. I know you two were close." Orion said.

He invited the group to the base and studied Chromedome's other two companions. He recognized the red mech with a digital magnifying lens over his left eye as the scientist Perceptor, who Orion heard was a known detractor of the caste system and one of Praxus's finest scientists. The other bot was a black and yellow femme with a thin, streamlined frame with upward curving sings on her back and a yellow cockpit sitting on her chest, a flyer, probably from Vos. Her name was Skyfire, a former Seeker who jumped ship to avoid her leader's sociopathic tendencies. The last person was a femme that looked like she came out of a war zone. She sported a silverfish gray coloration, with a lithe form that was marked with small scratches and burns from heaven knows what caused them. Looking at her face, she had a small heart shaped head with red eyes and parts of a beast mode on her form. Orion didn't realize who she was until he saw that feline head sitting on her chest. Then the memories came rushing back like a train.

"You," Orion glared at the femme named Shadowkat, who glared back at him with equal intensity. "What the hell are you doing here?"

"The same reason as you, Pax. I'm here to save lives." Shadowkat said.

"That's funny considering how many you've already taken." He sneered.

"Whoa, Pax, what's with all the hostility?" Windcharger asked. He, along with his fellow outliers were caught off guard by their leader's sudden anger. It was quite terrifying actually. "Zeta sent her, so she's clean right?"

"She's the one who planted the bomb at Nova Square. Fifty people died in that explosion, and none of them deserved that!"

"Don't bother getting angry at me for what happened in the past. I did what I thought was right and paid the price for it. So quit your whining." She grunted.

Orion threw a punch at her face, but his fist phased through her body like she was a hologram. Roller quickly grabbed his arm before he could try again.

"Calm down, Pax. You're not helping anyone by acting like this." Roller said. Orion grunted and pulled his arm free before glaring at Shadowkat.

"I remember you being with another femme, the brute that punted me into the street. Where is she?"

"Dead." Shadowkat replied dully. Her blunt words made Orion wince, which was exactly what she intended. "She died when we raided the Cog."

"Holy slag," Glitch muttered. "That means, you worked with Nightshade."

"Yes, do you know her?"

Glitch looked away. "We're acquaintances."

Shadowkat shrugged. "I won't pry. She led the raid on the Cog and we managed to kill one of the Council members after Blackbeetle's…passing. The rest were too powerful to handle."

Glitch looked like he wanted to ask more about Nightshade, but Perceptor stepped forward to gain everyone's attention. "I'm sorry everyone, but we don't have time for mild pleasantries. Time is of the essence."

"What do you mean?" Orion said.

"On the way here, I've been detecting faint traces of fessile radiation in the area." Perceptor said. "It's barely noticeable, but it's something to watch out for if you're planning to stay here long term."

"Fessile radiation? From where?" Roller asked.

"I can't say for sure, the entire area is saturated with it, but the atmosphere above us is almost pristine."

Chromedome narrowed his visor. He knew that the place was clean from past inspection teams following the last Spark harvests that took place in the region. And Zeta never said anything about unearthing some chemical pocket from underground during past conflicts. So that ruled out anything natural, unless… "Slag!"

"Chromedome?" Orion inquired to his sudden outburst.

"It's the sky platform! The radiation is coming from that thing up in the sky." Chromedome explained. "The senate is trying to sterilize the Sparks. Snuff them out."

"But wouldn't it be easier to drop a bomb?" Trailbreaker asked.

"If you're going to kill newborns, you'd want to do it discreetly." Glitch said.

"Wow, could you be any more depressing?" Skids groaned.

"Okay, everyone just bear with me for a second. What if this isn't murder? What if it's an experiment?" Chromedome suggested. "Ever since Nova Prime, the senate has embraced cold construction as a means of growing the population-especially the military. But you can't build a cybertronian with abilities like yours, Glitch or yours Trailbreaker. You can't build an outlier. This would be Sentinel's first opportunity in a million years to experiment on naturally occurring Sparks as they approach maturation-and maybe in the process learn enough about them to work out how to create outliers artificially. What he's doing will probably kill them."

"You're speculating," Orion pointed out. "What you're saying is possible, but it's still speculation."

"You could say the same about the Functionist Council. They hunt down outliers themselves, but are run by a group of bots who have powers alongside a large ego." Shadowkat said. "I wouldn't be surprised if Sentinel really is doing this to cement his military power over them."

"I don't buy it. If Sentinel wanted to fiddle with the Sparks, why send the Elite Guard to destroy the hot spot?" Roller asked.

"Hey, you assumed they were here to do that." Shadowkat huffed. "Maybe they were here to stop you all from stealing the Sparks."

Orion's face grew grim. "Everyone outside. We can't say for certain who's up to what, but we can't risk doing nothing."

He turned to Trailbreaker. "As soon as we're on the hot spot, Trailbreaker, I want you to generate a force field and make it as big as you can."

XXXXXX

The Allyon hot spot was nearly a mile wide. From the air, it looked like a giant handprint pressed into the planet itself, probably a coincidence, but this was a once in a lifetime experience. Orion and his team assembled over the hot spot, in a little patch of land that wasn't occupied by tiny Sparks half buried in the metal underneath them. Trailbreaker raised his arms and manifested a large yellowish orange force field around them and the Sparks, the largest barrier he ever made.

"Is everyone inside?" Orion asked.

"Clearly." Shadowkat huffed.

"I think he was referring to the Sparks." Perceptor said.

"There are still some on the outside," Trailbreaker grunted. Producing a barrier this large was taxing on his energy reserves. Generating force fields didn't usually drain his stamina like this, but large ones were like running around the Orbital Torus States on foot without any assistance. "I'm sorry, but if I make this field any bigger it won't deflect the radiation."

"Huh," Chromedome pointed at the sky platform. "From where I'm standing, that sky platform doesn't look so innocuous…"

Indeed the floating aircraft wasn't stationary or unassuming anymore. Obviously seeing that the Autobots had waylaid their plan, the bottom half of the platform split open to reveal a collection of beam cannons that slid out and pointed at the force field. More appeared on top of the platform as well. They all opened fire on the force field with astounding force, bombarding the dome with powerful plasma blasts that rattled the ground. The firepower the thing had was enough to level two city blocks.

"They know we're on to them!" Skids said.

"And now they're moving on to plan B: blow everything up." Chromedome said.

Orion turned to Glitch. "Can you disable the platform?"

"It's too far away!"

"Windcharger?"

"Don't know about disabling it, but I can break bits off." He replied.

Skyfire stepped forward. "I'm going up to take it out!"

She transformed into a sleek cybertronian jump jet and flew into the air, avoiding the plasma blasts that were lighting up the airspace. She avoided the beams as the turrets targeted her and tried to shoot her down, firing her own weapons at the armored layer of the platform. She initially focused on the weapons first, but she was forced to evade more after half of the platform's weapon systems tried to bring her down. Seeing that she wouldn't be able to hold the fort for long, Roller decided this was the perfect chance to save those few Sparks left unprotected outside.

"Harvest time!" He sang as he snatched a little container from Skids.

"What's that? An incubator?" Chromedome asked.

"Teleporter. Sends the Sparks to a safehouse where they can be nurtured." Roller answered. Orion tried to take the container from Roller, but he held it away.

"Give it here." Orion demanded. Roller easily pushed him back and shook his head.

"Nuh-uh."

"It's not safe out there. I'll deal with the Sparks." He insisted.

"The hell you will."

"Roller-" Orion trailed off when he saw Roller give him a resigned smile.

"Sorry big guy-I need this." Roller said and ran out of the barrier. He was immediately assaulted by plasma bursts raining down on him, flames licking at his armor and the loud explosions nearly blasting out his audio receptors.

Roller made it to the cluster of Sparks and immediately began plucking them out of the ground with a pair of pincers. Handling a Spark with your bare hands was a big no-no and could infect you with radiation if you're unlucky. He had no time to traditionally harvest the birth metal-sentio metallic-with the Sparks, that would have to done in post. But he still had time to gather and transport the remaining number of Sparks around him.

But time was running out. Skyfire's assault on the sky platform wasn't doing as much damage as she hoped, and she took a few glancing hits from the plasma cannons. While the top cannons were focused on her, the bottom cannons were still firing at the barrier, and two cannons diverted their attention to Roller. Large energy beams hit the ground around him, but Roller used his body to protect the last two Sparks from the assault. He picked them up and transformed to evade the explosions, but a stray beam hit his rear wheels and sent him flying onto his side.

"That's it!" Orion snarled. "This ends now! Trailbreaker, when I give the word, I want you to put your fore field around me."

"Just you?"

"Just me," He confirmed. "The tighter the better. Windcharger, how's your throwing arm?"

"My what? What do you…?" Windcharger smirked as he understood the order. "Oh, I get it."

Orion waited for the minute long lull in the plasma bombardment then yelled for Trailbreaker to do his thing. The force field vanished and a smaller one appeared around his body, forming a blue aura around him. Orion's body was now encased in a force field so tight against his body that it was only a hair's breath away from his metal skin.

"Want me to aim for anything in particular?" Windcharger asked, getting ready to magnetically hold onto Pax.

"Just make sure I connect."

"Alrighty then," Windcharger cocked his arm back and then waved his arm. "Off you go!"

Orion was propelled into the air like a bullet, shooting towards the sky platform. The plasma beams bounced off him as he hit the bottom of the platform and kept going, smashing through its internal components and power lines. The impact alone should've killed him, and punching through the machine itself would've torn him apart before he was even halfway done. All he had for protection was a thin layer of energy. He emerged through the top, where Skyfire was flying by and grabbed hold of her wing as she zoomed past the platform. The sky platform wavered in the air for a minute before it blew up in a spectacular explosion that could be seen for miles. The Bots on the ground couldn't tear their eyes away from the display.

"That is officially the coolest thing I have ever seen." Chromedome whispered. No one argued with him on that.

XXXXXX

"How are you feeling Roller?" Orion sat beside his friend, who was resting in the med bay after his near death heroics. Pax himself was alright save for a bit of jelly legs from being turned into a living bullet, but Roller's body was marked with misshapen armor warped by the intense heat of the plasma beams and his sensors were still recalibrating after the explosions nearly blew out his audio arrays.

"I feel like slag." Roller groaned. "My body hurts and I look like a combiner doused me with a giant blowtorch."

"Hang in there. Zeta's sending us a transport in a couple of hours."

"And the Sparks?"

"Safe, even the ones that were nearly destroyed, all thanks to a certain someone." Orion smiled. "For a bot known only for being big and strong, you've certainly gone above and beyond for those innocent lives."

After destroying the sky platform, the rebels got to work on harvesting the Sparks. It took them almost an hour, but when the last Spark was harvested, their work in the Allyon region was finally done.

"Where were the Sparks sent?"

"To a secret medical facility in Nyon. There they will be nurtured and take shape. Then their lives are their own." Orion answered. "Our work is done here."

"Thank the Guiding Hand." Roller sighed in relief. He never wanted to come back here again for the rest of his days.

Orion wished he could share his comrade's victory, but found that he couldn't. He still felt tense, like something was going to happen soon. He was never a superstitious mech who believed in omens, but the storm clouds approaching from over the horizon made him feel uneasy. What else was this planet going to throw at him in the future?

XXXXXX

The roads between Tarn and Styx were always treacherous and unpredictable, even before the Clampdown. Aside from roaming bands of outlaws, the weather would become hazardous with torrential rains and thunder storms a common occurrence. Couple this with the uneven, jagged terrain and the borders were absolute hell to be maintained by state militias. This made them the perfect passage ways for bots seeking to avoid scrutiny by the authorities.

Elmeth had never traveled these pathways often, and when she did, it was in the company of another. But she didn't pay her environment any mind as she traversed the border between Styx and Tarn in her beast mode; a silver griffon nearly twice the size of her robot mode. Her form was large and graceful, aerodynamic and built for speed and flight, but the lack of a properly working wing killed that thought at once. From a distance, she looked like a mythical cybertronian beast, and that's how she wanted. It would divert attention away from herself if people thought she was just a majestic creature.

She had just got done meeting with someone in Styx, a person of interest she took on to help "protect" Megatron in the future. Megatron had no idea she was even doing this, and definitely wouldn't want her making deals behind his back to keep his safety, but the world was an even more dangerous place these days. The senate bended and twisted their laws at their leisure, and as the leader of a prominent revolution, Megatron had a target painted on his back. If the Decepticons were to achieve their victory, Megatron's life had to be preserved no matter the cost. Elmeth wasn't worried, her contact was someone who could be trusted to stand with them as allies and held Megatron's ideals in high regard.

Elmeth didn't like doing things behind Megatron's back, but it was a necessary evil. She felt a foreboding sense of dread that had been plaguing her for a few days now. She thought it was a sign that something bad was going to happen to Megatron, but now she knew that he wasn't the target…she was. And she had a feeling who was coming after her.

"Help…me…"

Elmeth paused as a faint, weak cry called out over the rushing winds. Just a few feet away from her was an injured mech, a Minicon. His legs were crushed and his upper body sported laser burns from energy fire. Elmeth cautiously walked towards him and transformed, walking over to him in long strides.

"P-please, is s-someone there?" The Minicon whined.

"It's all right, I'm here now." Elmeth said softly.

Unseen to her was a red femme cloaked from visual and audio sensors. She had a moderately armored form and a round head with a single eye at the center of her head. Round metal plates that looked like land mines hovered around her shoulders, seven in total, and were emitting a low pitched sound that was inaudible to regular audio sensors. But this was not enough to completely fool Elmeth.

"What's your na-" Elmeth cut herself off when she heard the faint sound of shifting dirt near her. Like someone sliding their foot along the ground. Her face morphed into an uncharacteristic demonic scowl and she leapt back, flaring her wing out in a show of aggression.

The hologram of the Minicon vanished and the femme, Mercurius, revealed herself, spinning her plates around her body as they gave that continued hum. Another bot, a bright blue mech who looked almost identical to Mercurius, appeared over a cliff, landing hard on the ground. Vayeate was his name. He ran at Elmeth from behind and fired his plasma cannon at her back. She jumped to the side, but Mercurius charged at her, raising a shield that spawned a long beam saber from its center. Elmeth dodged the saber and launched a kick at her head, only for her leg to be blocked by an invisible force. Elmeth only had seconds to get over her shock before Vayeate grabbed her wing and slammed her to the ground. She barely avoided getting a hole shot into her as she rolled away and transformed to her beast mode. Elmeth let out an animalistic cry before firing a large stream of white flames from her mouth at the twins.

Her flames were hot enough to melt the metal of the ground they fought on, but before they could reach them, they were split apart, deflected by something else protecting the twins. It was Mercurius's barrier, generated by the seven plates positioned in front of her. Elmeth didn't let up on her inferno, but she didn't need to, as Vayeate was already getting into position to fire his cannon. He fired a strong beam straight through the shield and fire stream before hitting Elmeth in the shoulder. It sent her falling back and rolling to a stop, reverting back to robot mode.

Mercurius and Vayeate ran at Elmeth, but quickly stopped when they saw her body twitch. Then they were knocked back by an invisible pulsewave that emanated from her.

Elmeth's head shot up and her red eyes were now glowing a luminous white. Ivory flames rose off her form as she got to her feet and she propelled jets of flame from her feet to fly into the air. The twins gave each other worried looks as the femme started raining down jets of flame down on her surroundings. She glared down at them and waved her hand, firing a bolt of lightning from her fingertips, forcing them to scatter. It was like standing at the heart of a thunderstorm, with bolts tearing apart the ground as the twins tried to dodge them without rest.

Mercurius fired lasers from her arm guns and Vayeate fired his cannon, but both of their attacks were blocked by a ring of force surrounding Elmeth's body. She clenched her hand and a nearby rock formation was broken apart, fragments of rock and metal rising into the air before raining down on the twins in a hail of sharp filaments that pierced their armor like sharp needles.

Elmeth saw a flash of light farther up and looked up to see the one person she was expecting today-Ember. Far from surprised at the appearance of her former colleague, Elmeth summoned a ring of fire around her and condensed it into a fireball that she shot at Ember. Ember jumped over the fireball and let it explode behind her, smoothly landing on the ground and waving her hand. The burning cinders in the air spun around and fit together to form a large spear of glass that hit Elmeth in the chest, knocking her to the ground.

Hissing, Elmeth saw her three attackers charging her at once. Ember transformed to her beast mode, a vermillion bird with crimson wings, and swooped in on Elmeth. Elmeth also transformed and the two femmes clashed in a storm of intense flames, biting and clawing at each other. Flames licked at Ember's wings as she left burning gashes in Elmeth's body, her body temperature hot enough to melt metal. Elmeth pushed her off and snapped at her wing, her beak punching through the steel folds and slamming her to the ground.

She transformed in a smooth motion and ducked under Mercurius's saber, spin-kicking her in the face with her talons. She flipped over her and knocked Vayeate's cannon to the side before grabbing his head and smashing it into a cliffside. He recovered quickly and pointed his cannon at her chest and pulled the trigger. In a momentary bid of insanity, Elmeth rushed forward and grabbed the barrel and crushed it. She kicked him in the chest and sent him flying into his sister.

That's when she realized that she lost sight of Ember. She spun around and saw Ember form a bow from her two swords and fire three arrows. Elmeth dodged them, but they detonated like frag grenades and blasted her off her feet. Mercurius and Vayeate jumped away to regroup with Ember as the explosion blew a hole in the ground.

"Did you get her?" Vayeate asked. "Please tell me you got her?"

"I don't know, Vayeate," Ember sneered. "Why don't you two go and confirm it?"

The siblings complied, if only to avoid pissing her off. They readied their weapons and approached the smoking crater. When they dared to lean over the hole, Elmeth jumped out in her beast mode. She slammed her head into Vayeate's face and blasted him back with a fire blast that blew him into the ground. She switched forms and ducked under Mercurius's saber, blocking her arm and kicking her in the face. Ember rushed at her with her swords, but Elmeth avoided getting stabbed by side-stepping her and punching her into the ground. She then spun around and slammed her heel into Mercurius's face, sending her crashing into a metal pillar head first.

Vayeate groaned as she tried to recover from the severe head blow, then she looked up and saw Elmeth limping towards her. The femme's talons were longer and sharpened, eyes flashing angrily. Elmeth grabbed Vayeate by the neck and lifted her up, ready to physically tear out her Spark with her own hands. She wasn't going down without taking one of them with her.

Unfortunately she never got the chance. An arrow fired by Ember pierced her back under her stump of a left wing and exploded, taking out a good portion of her spinal column and most of her left side. She systems were already going into shock as she fell to the ground, sparks and energon shooting from her damaged body. Her body crashed to the hard ground, optics flickering as she was hovering on the edge of shutdown. She saw Ember limp over to her, though her vision was blurry at this point.

"You never should've abandoned the Order. You spat on my hospitality and on the good name of Jubileus." Ember hissed, displaying a rare show of anger. "Now you will pay for your transgressions against your goddess."

Elmeth could say nothing as everything started shutting down on her, and all she could do was glare up at Ember as she fell into stasis, her world going dark.

XXXXXX

"Did you hear? Orion Pax was sighted in the Allyon region yesterday."

"Yeah, something about causing more problems for the senate outpost stationed there. A relay station was supposedly taken out in the skirmish."

"You think it was Pax?"

"Definitely, he's smart enough to give them the run around. It's a damn shame Sentinel's gunning for his head. Heard he was one of Rodion's best. A friend of mine said he was a pretty swell guy to know."

"I don't blame him for going rogue. I'd lose it to if I had to deal with this slag."

"Wasn't Pax and Elita-1 a thing? What happened?"

"No idea, but they were close. I wonder what she thinks of him running around like a Decepticon."

'She'd tell you both to stop talking about a femme when she's only a few feet away from you.' Elita-1 thought scowling.

With an aggravated sigh she ignored the conversation going on and focused on her work. The sub-levels of the archives were deathly quiet, and a whispered conversation could sound like a shouting match. These morons didn't get the memo, and she had enough of listening in on their gossip. She shelved the last two datatracks and walked down the isle towards the elevator. She had a lot of work to get done and little time to do it.

She was stressed out enough without worrying ceaselessly about Orion Pax. She didn't know what the hell he was doing, but apparently it was enough to make Sentinel put him on the most wanted list. She couldn't get in contact with him, and she knew that he wouldn't call her to keep them both safe. Such things were a danger to their continued health, since the senate has the data castes monitoring any public and private transmissions on the DataNet. The Hall of Records was almost dragged into their information manipulation and recollection schemes, but Alpha Trion made it very clear to the government that he wouldn't let his life's work become a tool to consolidate the senate's hold on everything. During her days off, she even heard that Sentinel himself came to the Hall to "convince" Trion to work for him on this, but somehow the Archivist chased him off with nothing but a tense voice and razor sharp remarks. Old he may be, but Alpha Trion was not someone who was intimidated easily.

'How did things get so out of control?' Elita-1 lamented. She could barely walk down the street without being scrutinized by some nu with a badge, and the tightening constrictions on the people's privacy was making everyone go insane. 'Orion, are you having a better time than me outside the law? No, probably not. Nothing ever goes easy for him.'

As she made her way to the elevator, the door slid open and a small green femme ran out of the lift, nearly running Elita-1 over. She recognized her as Glyph from the archaeological department on the second sub-level.

"Whoa!" Elita-1 held Glyph steady so that she wouldn't fall over. "Glyph, what's wrong?"

"Elita, there's a squad of Enforcers outside the building!" Glyph cried. "Alpha Trion is talking to their leader right now. He says they want to speak to you!"

Elita-1's eyes widened but she struggled to remain calm for the sake of her friend. There was only two reasons the Enforcers, the Functionist's private army, could be asking for her. Either they wanted to question her about Orion or they somehow knew about her outlier powers. Either way, this was not a situation that was going to end well for her. Patting Glyph on the arms, she assured the shorter femme that everything was okay before taking the elevator to the entrance.

When she made it to ground level, she saw Alpha Trion standing before a taller, bulkier mech in olive green armor, the commander she presumed. There was an armored convoy parked outside the doors, with two more soldiers standing guard. Elita-1 took a calming breath and walked forward with her head held high.

"Ah! Here she is, as I've told you commander." Alpha Trion said, not taking his yellow eyes off the Enforcer. "Now will you explain why you want to see her?"

"Elita-1 of Rodion," The commander said sternly. "My superiors would like to meet with you at our headquarters in Kalis."

"Why?" She asked.

"I am not at liberty to say, only that you comply willingly."

There was no way she was getting out of this without starting a fight and getting something blown off. She heard the rumors of people of interest disappearing for days on end without a word. She supposed this might be something official, that they wanted to interrogate her on something, but as far as she was concerned, anyone with a badge was her enemy until proven innocent. She didn't like the look he was giving her and made sure to show that she wasn't going to take his "request" lying down. But to her surprise, Alpha Trion placed a hand on her shoulder and gave her an earnest look.

"Go with them, Elita." He said calmly. "It'll be alright."

Elita-1 looked at him confused, but she could see the knowing look in his eyes. Seeing that he wasn't so worried, she inhaled sharply and glared at the Enforcer.

"Fine, let's go."

The commander and his lieutenant escorted her out of the building and into the six-wheeled convoy that looked like an eye sore against the regal majesty of the Hall of Records. She wondered why a bunch of mechs that transform into tanks and trucks would need to ride in a convoy, but figured that it was mostly for convenience if nothing else. They stashed her in the back with two other Enforcers and signaled the driver to move out.

XXXXXX

"Do you have a visual on the convoy?"

"Yeah, it just left the hall now and is heading towards the downtown area."

"We can't let them reach the highway out of the city or we'll never get a clear shot of them. Follow them and extract the target when your time comes."

"I know what to do, genius. You just be sure to get us out of here after slag goes down."

XXXXXX

Elita-1 tried not to look at any of the Enforcers during the uncomfortable ride. They were all a head taller than her and were still fingering their rifles, just in case she tried something funny. She was afraid, but was not willing to give them the satisfaction. She had already asked why they were taking her, but once again they didn't even have the courtesy to answer her.

'Well this is it. The end of my story.' She thought sadly. 'Orion, sorry I wasn't a better friend to you. I hope that you succeed wherever you are. At least you'll be doing something worthwhile, unlike me.'

But just as she finished her mental lamentation, the convoy suddenly jerked to a stop, nearly causing everyone to fall off their seats. The commander cursed and banged the front of the bulkhead.

"What's going on? We're not at the LZ yet!"

The driver didn't answer, and it made the commander angrier. He was about to yell at the driver again when two small hands phased through the seat under Elita-1 and grabbed her, pulling her through the armored hull. The Enforcers tried to grab her but their hands passed through her legs. In return, a small object was dropped into the seat, which the soldiers recognized immediately.

"GRENADE!"

Outside, Shadowkat pulled Elita-1 off the street and covered her body with her own just as the convoy blew apart, sending pieces of metal everywhere. They phased through the two femmes' bodies, but a few unlucky bots were skewered through the head or chest because they weren't quick enough to get away. Elita-1 pushed Shadowkat away and fell onto her behind

"Who the hell are you?!" She cried out.

"Your savior, and you're welcome." Shadowkat said dryly.

"Nice going Kat, that explosion just alerted every law enforcement squad in the area."

"Just shut up and get me an escape route." She growled.

There were a few minutes of silence before her partner spoke again. "You need to head deeper into the inner city. Head through the buildings to shake off the sky spies."

"Roger that." Shadowkat said and grabbed Elita-1's hand. "Come on."

"I'm not going anywhere with you until you tell me who you are and what's going on!" Elita-1 growled.

"Name's Shadowkat and I'm trying to get you out of here into safe hands before those functionist bastards rip you open or enslave you. Now can we go or do you want my number as well?"

Elita-1 pursed her lips and nodded at Shadowkat. They transformed to their alt modes and left the smoldering wreck of the convoy behind them just as a squad of police officers drove onto the scene. There were shouts for them to halt before laser bolts started flying over their heads. Shadowkat led Elita-1 into an alley and returned to robot mode before hopping onto a fire escape. She helped her onto the catwalk and they quickly climbed up to the roof.

"Keep moving!" Shadowkat yelled. Elita-1 looked back and saw a cloud of medium sized drones that looked like mechanical wasps flying through the air in a swarm.

"Drones!" She exclaimed.

"Keep running until you get to the edge of the roof and jump."

"But we're five stories up!"

"Trust me!"

Shadowkat growled and pulled Elita-1 closer to her as the swarm of drones encroached upon their position, firing bolts of plasma energy at the femmes. They reached the edge of the roof and jumped off, with Shadowkat spinning around to throw a grenade at the drones. They descended into the river that was next to the building just as the grenade exploded and took out half of the swarm. Shadowkat and Elita-1 remained underwater to keep out of sight, and the former's unseen partner directed where they should go.

"There's a sewer access point near you. Swim towards it."

They did that, keeping a fair distance from the boats swimming above their heads. They reached the sewer duct and swam into the small space before surfacing. Shadowkat kept an eye out for any trackers while Elita-1 regained her bearings.

"What the hell is all this?" She lamented. "Just a few minutes ago I was working in the archives, and now I'm a wanted fugitive!"

"Deal with it. We're all having our lives uprooted by the senate and the functionists." Shadowkat said. She saw how distressed Elita-1 was and decided that the hard ass approach wasn't going to cut it for this lady. "Look, I know everything's happening too fast and it's scary, trust me, I've been in that position before. But those Enforcers were not going to let you go. The Functionists, they want to enslave people like you and me."

"Enslave?"

"Yes, a superpowered army at their beck and call, all because we're different, like the Council. I'll explain in greater detail when we get to safety, but you have to trust me."

Elita-1 was still wary, but she knew that at this point, she had no other choice other than get shot down or arrested. With a sigh, she nodded to work with Shadowkat, if only to guarantee her own safety. Shadowkat smiled and handed her a blaster pistol.

"Let's get topside. Stay close to me and keep your head down." She ordered. "There's going to be a lot of fire coming our way."

Elita-1 nodded and climbed the ladder to remove the man-hole covering the vent. She saw a gunship fly overhead as she and Shadowkat climbed onto a deserted street. Shadowkat took point and ran over to the corner of the alley they were in. They saw Elite Guardsmen and Enforcers ordering civilians to go indoors, or were arresting anyone who looked suspicious enough to garner their attention.

"They'll lock down the entire city to get us." Elita-1 whispered.

"Then we gotta move before our window of escape shrinks." Shadowkat looked out at the buildings in the distance and pointed at a high rise that was in construction. "We're near our extraction point. If we can just reach that building, we'll be in the clear."

"How do we get there? The streets are crawling with soldiers."

"We don't need to fight when we don't have to. Here," She handed Elita-1 a grapple attachment. "Take this. You'll need it."

Elita-1 attached the grapple to her right arm and followed Shadowkat through the streets, passing through the crowds and into alleyways. They were already half way before a trio of sky spies caught sight of Elita-1's rose colored armor and opened fire on them.

"Slag! Transform and drive as fast as you cam!"

Shadowkat switched to beast mode and went into a mad sprint, running almost as fast as Elita-1's alt mode. They zipped past patrols and pedestrians, curving tightly around corners all while trying to use overhanging catwalks and neon signs to block the laser bolts raining down on them. It was pure chaos, and Elita-1 didn't know what was going on half the time. All she knew was that she had to follow Shadowkat as closely as possible and avoid being turned into a pin cushion. They reached the half finished high rise and returned to their robot modes.

Shadowkat briefly explained to Elita-1 how to use the grapple line before grappling onto a scaffolding on the fifth floor. Elita-1 followed after her, but as they reach the seventeenth floor, a dropship hovered near the edge of the floor to deploy a squad of green armored Enforcers carrying plasma rifles and vibro-blades.

"Take cover!" Shadowkat pulled Elita-1 behind a metal crate as the Enforcers opened fire with a wall of energy blasts that tore into their surroundings. Shadowkat phased through the crate and rushed at the soldiers, shooting one mech in the face before swiping her hand through another's chest, scrambling his internals along the way.

Elita-1 bit her lip and shot her pistol at the two soldiers who were distracted by her partner. Her pistol didn't do much damage against their tough armor plating, but she did a good job drawing their attention. Shadowkat flipped through the air to slam her heel into the cranium of one poor bot.

"Ah!" Elita-1 yelped as a bot zipped past her head and turned to see two more bots approaching her from the left, grim faces not even fazed by the unexpected fight they were having. When another plasma bolt hit the spot next to her shoulder, sending sparks in her face, she let out a growl and stood up. "That's it!"

She held out her arms and focused on the objects around her, the large crates and tools, the metal pipes and plating on the incomplete walls, even the weapons the Enforcers were wielding, and clenched her hands. Everything was grasped by an invisible force and pulled from their positions, flying around the air like a tornado of psychokinetic energy. The Enforcers, even Shadowkat, were taken by surprise at the sudden display of outlier powers and had little time to process it all as Elita-1 unleashed her pent up rage against the people who ruined her life.

"DIE!"

The metal pipes and razor sharp plates were stabbed into the heads and chests of the military bots, some tried to shoot the flying debris down, only to have their guns crushed into scrap along with her hands and legs. Elita-1 swiped her hand and the three bots fighting Shadowkat were swept off their feet, throw out of the building and sent falling to their deaths. The last two mechs tried shooting her directly, but their bolts bounced off the invisible TK shield that surrounded her body. Elita-1 clapped her hands together and the Enforcers were slammed together, their bodies crunching and melding together, compacting into a ball of misshapen parts and leaking fluids. She didn't let up on the torturous assault until she was sure they were dead, brain modules and Sparks casings smashing into scrap.

She released her hold on the macabre ball of mesh and let it fall to the floor with a loud clang. Shadowkat looked at it in silence, then at the panting Elita-1 in shock before shaking her head and walking over to the femme. Placing her arms around the femme's shoulders, she urged Elita-1 to follow her to the roof, where their escape vehicle would be waiting.

"Just a few more feet, girl. You can do it." Shadowkat said.

They grappled their way to the roof, where they saw a dropship lowering itself in front of them. Elita-1 gripped her pistol, but Shadowkat stopped her before she could fire.

"Don't worry, that's our ride."

The dropship landed on the roof and the landing hatch fell open to reveal the one person that had been on Elita-1's mind for the past few weeks. Suddenly she was overcome with the sudden urge to pull the trigger, but Shadowkat had long since snatched the gun from her hand.

"Hello Elita," Orion Pax said softly. "It's… been a while, hasn't it?"

Elita-1 walked up to Pax and stared up into his eyes for a tense few minutes. Then she punched him in the jaw with a TK enhanced punch.

XXXXXX

"I thought I told you to never meet me in person Ember." Sentinel Prime growled through clenched teeth. "Do you know the consequences if we're seen together?"

Both the Prime and Ember were standing in a closed off room guarded by Sentinel's most loyal Elite Guard mechs. The room itself was inside a secret munitions facility where weapons of…questionable legality were produced and stored. Ember had arrived unannounced when Sentinel was doing an inspection of the place, and he practically dragged her into the lounge to have a more private conversation.

Ember smirked and placed a hand over her chest in mock hurt. "Aw, Sentinel you wound me. Here I come bringing gifts and you spurn my affection. You certainly live up to your reputation."

Sentinel struggled not to strangle her. "What do you want?"

It was an odd arrangement they had; one born of mutual interest that evolved into a business deal that Sentinel was still regretting till this day. As someone who advocated the persecution of beast formers and outliers, Sentinel Prime couldn't be seen hanging out with a femme who was both, much less someone of ill repute like Ember. In other situations, Sentinel would've tried to have her killed, but her reach was far and wide, and her influence had already affected Cybertron a great deal. Even now, in her battered, damaged state, she still gave off a feeling of power that few bots could portray in the face of weakness. But he was puzzled as to who was strong enough to put her in this state.

"I've run into a rogue member of my Order; a wild card that fell of the top of the deck per say," Ember's eyes glowed brightly as she told him this. "She was powerful, and had potential, but was misguided. She spurned ours gods and began fraternizing with the Decepticon leader."

"Megatron?" Sentinel Prime bristled at the name. That bastard had caused him just as many problems for his regime as that piece of slag Orion Pax! "She's related to that rebellious hellspawn?"

"Very," Ember smirked. Then she got down to business. "You see, I have a plan that could benefit you in the long run. An attack on Tarn using a secret weapon we've been developing to wipe out those rats that crawl around in Tarn's underground."

"An attack? Are you mad? The last thing we need is to start a war during the Clampdown!" Sentinel shouted.

"No one will know it was you in the first place, so long as you follow my directions. Not only is this a chance to eliminate the seat of the Decepticon revolution, but it's also a good opportunity to steal power from the Functionists."

That caught Sentinel's attention. The Decepticons were becoming an even bigger problem since that botched Matrix bombing operation, and the Functionists were a thorn in his side since he took the position of Prime. Steelheart was doing everything in her power to consolidate her place in society, and he knew that she was planning to wipe out the senate at some point when they least expect it. But still, he couldn't take Ember's words at face value. She was as sly as a turbofox, and resilient like one as well.

"What is this weapon exactly?" He asked. "What weapon could you and your "friends" could possibly have that could tear the Decepticons apart all at once?"

"A beast that's been lying dormant in Cybertron's womb since ancient times."

Ember had Sentinel follow her to the airship hangar where her personal transport ship was docked for refueling. Mercurius and Vayeate were pushing a slab down the landing hatch, the cargo they were busy guarding for their mistress. Sentinel looked at the slab and saw a severely damaged femme strapped to it, silver with nearly all of her left side blasted apart and numbers lacerations along her arm and legs. Her red eyes were glaring heatedly at him and Ember.

"May I introduce Elmeth," Ember smiled. "Our former priestess and the key to our victory."

XXXXXX

The journey from Iacon had to be the most tense flight Elita-1 had ever taken. She sat next to Shadowkat, glaring at Orion (who had the audacity to look sheepish) sitting across from her. Nothing was said, she displayed her reaction accurately with that punch she gave him. Her fist was still aching but his jaw was numb so it was all good. Orion looked like he wanted to say something, but couldn't find the words, and decided to wait until they had landed at the base. What do you say to someone you've haven't had contact with for nearly a year?

As for Shadowkat, she was waiting for someone to say the wrong thing and start a fight. That punch had her cackling for nearly 20 minutes earlier.

Thankfully for both parties they reached their destination quick enough. Though Elita-1 couldn't see it, the secret base that belonged to Zeta's paramilitary group was located inside the second largest mountain of the Manganese Mountain range. It served as their main base of operations, but there were multiple secret militia bases located along Cybertron's western hemisphere. The dropship lowered itself to the ground, where two large doors disguised as the terrain slid open to reveal the underground hangar. It settled into the docking bay, where its passengers disembarked to see Zeta standing there with a grim look on her face.

"Elita-1 of Rodion?" Zeta held out her hand. "I'm Zeta of Sistex. Nice to see you're safe and sound."

"That's a matter of perspective." Elita-1 said dryly, ignoring Zeta's hand. She wasn't normally so rude, but she was fed up with all this secrecy and tip toeing around her. She wanted answers, right here and right now. "Now will someone tell me what the hell is going on around here?"

Zeta sighed and motioned for Elita-1 and Orion to follow her. "Come to my office. We can talk in private."

A few minutes later, Elita-1 found herself sitting at Zeta's desk in a comfortable little office that reminded her of Alpha Trion's little abode back at the Hall of Records. Once she and Orion were seated, Zeta began to explain what she got herself dragged into.

Zeta's group was called the Sons and Daughters of Cybertron, a paramilitary organization formed by her, Senator Halogen and Senator Shockwave a few years ago. The main purpose of this organization was to deface the senate's façade and expose their crimes, bringing them to justice along with the god-fearing Functionists. They were formed out of a fear of just how far both the senate and Functionists would go to keep a foothold in Cybertron's affairs, and the existence of the Institute was reason enough to stand and fight in the shadows. So far, they had only been doing information gathering and covert ops that involved sabotaging senate operations that took place behind the scenes, but it was clear they weren't doing enough following Nominus's assassination at the hands of Sentinel, the attempt to frame the Decepticons with a staged terrorist bombing and the recent experiments on the hot spot in the Allyon region. Things were escalating far too quickly for them, and they needed to get a handle on the situation before something sparked a possible civil conflict.

Elita-1 tried to process all this. It was all so bizarre, yet she could hardly call herself surprised. Everyone knew that one of two things were going to happen; either a war within the government or a Decepticon revolution. The Clampdown only made those fears seem more possible. But she was more worried about Orion's hand in all this: leading a strike team called the Autobots made up of outlaws and outliers, trying to promote the very ideals he professed he supported before the senate on that fateful day. She glanced back at him and saw the faint scratches and dents marring his body, the hardened look in his eyes. Somewhere down the line, he had stopped looking like a cop and more like a soldier.

"I know this is too much to handle for you, but we had no choice other than to act." Zeta said to her. "Things are going to explode on Cybertron, and someone has to do something to make sure that those depots don't burn our planet to a cinder. Orion was just one of many bots dragged into this mess."

"And what about me?" Elita-1 asked. "What do I have anything to do with this?"

"Those Enforcers that arrested you were going to take you to the Functionist Council. According to the reports we intercepted, they suspected you to be a possible outlier. How they know this, we don't know, but according to Shadowkat, who had fought them before, the Council is composed of outliers and they were probably seeking to recruit to join their ranks."

"Join them?" She gaped. Zeta nodded grimly.

"Yes, and they don't take no for an answer. These people have a huge god complex, and Primus knows what they were going to do to make you "see" their way. I sent Shadowkat to waylay them before they left the city and retrieve you."

Elita-1 stared blankly down at the desk, her processor still trying to figure all this out. It was scary at how one massive information dump could uproot everything she believed in, destroy her peaceful life in just a few short minutes. Zeta glanced behind her and caught Orion's look. She sighed and got up, patting her on the shoulder before leaving the office to give the two some privacy.

Orion rubbed the back of his head as the door slid shut behind him. Elita-1 sat in her chair with her head in her hands. She didn't make a sound and that worried him a bit. Mustering up some courage, he took a step forward, but stopped when he heard hr mutter something.

"I'm sorry?"

"I told you so." She said dully. "I told you, you were in over your head!"

Orion stepped back when she shot up from her seat, her eyes bright and angry. "What so this is my fault? Elita, we just saved your life!"

"All this slag started when you got caught up in Megatron's garbage! You acting up at the senate, running around in the shadows like some supercop trying to save the system, acting out because you have a hero complex!"

"I'm trying to salvage our home! Our people, our society. Look around you!" Orion said. "Everything we've known was a lie, and it's falling apart at the seams. I didn't start this and neither did Megatron, it was already set in motion before I even learned about him."

"But you go caught up in it all the same. You think that leaping into the line of fire will stop them from shooting you, but it'll only make them pull the trigger faster." Elita-1 replied, sneering at him. "You think that just one person can change the world, clean it up from bottom to top, but this is just too big for you, Orion. This isn't some lone case you can solve with one or two bots. We're facing a war here, but you and that bum in Tarn seem to think that people will change if you root out the weeds. This is bigger than you."

"Don't you think I know that!" Orion snarled, stepping closer to her. "Why the hell do you think I'm doing this? I want to protect my home and the people I care about, and that includes you, believe it or not."

"Well you've don't a wonderful job doing that. I feel so safe and protected!" she shook her head and gave him a look of pity. Somehow, it made him angrier than he already was. "Just admit it, Pax. You're doing this because it's the only thing you know how to do. You've spent your entire life saving people and bringing bad guys in that you are willing to jump into the middle of a political mess just to satiate that urge to be a hero. To get save that one precious life to rid yourself of the guilt of not saving those thousands of others you failed to save."

"At least I'm not willing to live a total lie like you are!" He spat.

The slap she gave him hurt more than the punch she gave him earlier. No powers this time, just metal on metal, and it stung. He didn't move his eyes away from hers and she didn't lose her angry expression, but when she spoke, she sounded tired and withered.

"If you keep doing this Orion, you're going to be hurt. You're going to be affected in a way that will haunt you forever and I don't want you to go through that." She caressed the spot where she hit him. "I'm afraid for you. I care about you too much to let you suffer like this."

The tensions drained from Orion's shoulders and he relaxed a bit. Testing his luck he wrapped an arm around her shoulders and pulled her in for a hug. "I know, but I'm well aware of the dangers. I can handle anything that comes my way. Trust me."

Orion Pax didn't know it, but he would later be proven wrong. Horribly wrong.

XXXXXX

"What do you mean you can't find her?" megatron roared. Knockout winced at his fury and took a step back.

"W-well, according to Lugnut, she was heading to Styx to meet up with someone before returning to Tarn. Some of the other Decepticons over there said she left for Tarn but she didn't make the trip."

Megatron scowled trying not to let the worry show on his face. He needed to remain calm, to maintain that aura of strength in front of his followers. But it was hard when Elmeth was concerned. Something happened to her, he knew it in his Spark, and now she was in trouble with nothing he could for her. He never felt so helpless.

"I already have Blackout and Obsidian searching from the skies and Barricade scouting the area for any sign of her." Knockout informed him. He tried to put up a brave face and remain aloof, but even he was worried. "We'll find her, Megatron."

Megatron sighed and nodded, looking out the window at Tarn's jagged, uneven skyline. Knockout took his silence as his cue to leave and quietly walked out the door.

The room felt colder now. Cold and lifeless. Megatron had no idea how much life Elmeth brought to such a dreary place until now, how much he really enjoyed her company. He glanced at the datapads on his desk-unfinished writings he barely touched in a week. Not that he needed to write anymore; Decepticons all over the Badlands preached his name, recited his words like they were gospel. In truth, he was starting to lose interest in writing, since his brief incarceration, he was more privy to showing the people what they could achieve rather than telling them. Keeping pushing the government until they broke under the pressure, because he knew that those pencil-pushing bureaucrats couldn't tell their afts from their exhaust ports.

It was no secret to anyone with common sense that the Clampdown was just their way of solidifying their power and taking out any group that opposed them. Megatron heard of the sudden decline in Triple M and Malware Brigade members. Outspoken bots being arrested, killed "mysteriously" or worse. The Decepticons were not exempt from this of course, rather they were specifically targeted, but their numbers were massive, and their drive for revolution was strong. Any attempt on the senate's part to appease them was lost when Senator Proteus broke his so-called promise. Now it was only a matter of time before someone really started to fight back, that time when it stops being a war of words and evolves into a true revolution, a play for keeps.

'But will I be the one leading it?' Megatron thought. 'Elmeth said to take the initiative, to make them see me as a threat they can't just erase. But what then? Do I declare war on the entire government? The entire world?'

There was a knock on the door and Knockout poked his head in. "Um, Megatron?"

"What is it, Knockout? I want to be alone." Megatron grunted.

"I know that but, um…there's some people who want to see you." Knockout said nervously. He was then pushed aside as the door swung open by said visitors. Megatron turned around to yell at the intruders, but stopped shot when he saw their identities.

"You're…"

Nightshade and Soundwave stood before him, proud and strong, but visibly worn out and slightly exhausted. Nightshade stepped forward and nodded respectfully towards him.

"Hello, Megatron. I'm sure our arrival here was a surprise to you."

"That's an understatement." Megatron said frowning. "As honored as I am to have guests of reputed fame, I must ask what the hell are you doing in my home at this time of night?"

"We're here to seek your assistance in finding a mutual friend of ours," Nightshade replied. "Elmeth."

Megatron scowled and stood up straighter. "Explain."

"Elmeth made contact with us a few months ago, before we raided the Cog. She gave us crucial information that helped the operation go smoother than it would've been if we went in blind. It was thanks to her that we were able to make as far into the Cog as possible before…" Nightshade bit her lip as she thought back to Shadowkat and her dead lover Blackbeetle. She lost contact with the femme after that day and had yet to hear a word from her.

"Elmeth provided us assistance; she gave us a place to stay, energon to refuel and valuable information on the territory in the Badlands." Soundwave said. "A few days ago, she gave us a cryptic message telling us to seek you out if anything happened to her."

Megatron was confused and rightfully so. What the hell was she doing behind his back? To think that she would go as far as to make back room deals to ensure his safety was hard to swallow. The last thing he wanted was for her to get into trouble trying to keep him alive. A stray thought at the back of his mind theorized that she might've been the one to plan those multiple bombings across Cybertron, but he abandoned that thought before it could take root. Elmeth was no killer, he knew that for sure.

"Why would she tell you to search me out?" Megatron questioned.

"To keep you safe. Elmeth once said that despite our methods, we both have the same goal, preserving Cybertron's future and stopping its decay at the hands of the caste system and the people who govern it." Nightshade answered. "The Decepticon movement is an embarrassment in the eyes of the senate. They have continually tried and failed to stop your movement, and the list of people who openly oppose their rule is growing each day. She figured that they'd try something to take you out in secret."

"I could care less about those pompous fools. My main concern is finding Elmeth!" He growled. "Do either of you have any idea on where she is? Anyway to track her somehow?"

Nightshade and Soundwave shook their heads and Megatron did his best to keep the fear from showing on his face. He wasn't going to stop finding her, but he no leads and certainly no physical way to locate her. He was blind and lost with no one to guide him.

"I have connections, Megatron. I can help you look for her." Nightshade promised. Megatron scowled.

"No, I know who took her. It was either those Functionists bastards or Sentinel Prime!" He felt the rage building within him. "I don't care if I have to charge the senate itself, I'll get her back if it's the last thing I do!"

Nightshade unconsciously stepped back as she saw the visible rage on his face. Elmeth had told her that Megatron had a short temper and it was best to avoid angering him too much. But his recent mood swings were even more drastic. Elmeth's disappearance had set Megatron on a downward spiral, she realized, and if he didn't know where she was, then Megatron was going to do something very drastic.

"Megatron," Knockout stood in the doorway again. "I just got a call about some information about Elmeth's disappearance."

In a heartbeat, Megatron was standing before the medic, eyes flashing. "Who is it from?"

"An old friend of ours, Orion Pax."

XXXXX

"Are you sure this is a good idea, Pax?" Roller asked. "Tarn isn't an exactly friendly place for bots like us."

"Then it's a good thing we're fugitives, Roller." Orion replied stiffly. Roller frowned.

"Seriously, Pax, we're flying into the heart of Decepticon territory. What if-"

"Roller!" Orion glared at the larger mech. "I'm not in the mood to argue right now. You asked to come along, so don't get second thoughts when we're already there!"

Roller didn't say anything else for the rest of the flight. Orion knew he was being unnecessarily harsh towards his friend, but after learning about Elmeth's abduction, he was sporting a very short fuse. To know that the Functionists possibly have her made him irrational.

He was sitting in the cargo bay of a cloaked dropship alongside his assembled team; Roller, Shadowkat, Windcharger, Chromedome and surprisingly Elita-1. He didn't want bring her along, but she was adamant about not letting him out of her sight out of worry for him. He couldn't bring himself to force her to stay behind after all the slag he gave her earlier, and he felt the need for some moral support on this mission would do his Spark some good.

Chatter across the DataNet was hinting towards something big, and the Functionists were at the heart of it all. Elmeth's kidnapping and the Functionists sudden bout of activity was not a coincidence, and Orion managed to convince Zeta to allow him to talk with Megatron. She was obviously reluctant to do so, wary of bringing someone as volatile as the gladiator champion into the fold, but if something was happening in Tarn, then it was necessary to gain some allies with the home front advantage.

"So do you think Megatron will be happy to see you again?" Chromedome asked. "I heard that you two were close."

"Yes, but we haven't talked since I had a run-in with the senate's thugs. The Clampdown has made communications between states on private and public channels very difficult. I didn't want to bring anymore heat on him than there already was." Orion said. He knew that Tarn was gripped in civil unrest, with the city torn between the state militia and the civilian Decepticons. "But I'm confident that he will come through for us."

"That's one of us." Roller grumbled.

They heard the pilot speak over the intercom. "Sir, we're approaching the designated rendezvous point."

"Good, stay low and enter cruising mode." Orion ordered. "Don't startle them."

The pilot flew the ship over a mostly empty region of Tarn's southeastern factory district, which had been abandoned after some of the factory workers launched a violent revolt that ended with some of the smelting pits overflowing and killing a lot of people in the process. As such, there was no power in the district and the only light came from the setting sun that cast long dark shadows over the area. The ship landed in front of a smelting factory that used to melt and process raw ore. The landing hatch fell open and the team exited the ship, weapons ready in case anything went wrong.

"Keep your eyes open, people." Roller said, fingering his photon cannon. "Primus knows how many junk heaps and empties call this place home."

"You'd be right Autobot if you were here a month ago before the riots tore this place apart." A gruff voice called out.

Orion saw the familiar silver form of Megatron walk out of the desolate factory, with Nightshade and Soundwave trailing behind him. He heard Shadowkat inhale sharply, but he couldn't see her discomfort.

"Megatron." Orion greeted.

"Orion Pax." Megatron nodded. "It's been a while."

"Yes, it certainly has."

They smiled and clasped hands, clad to see that they were both in one piece. Elita-1 couldn't believe how friendly Orion was with Megatron, a mech who singlehandedly dragged the Badlands into chaos through words alone. He looked more terrifying in person.

"Holy slag, is that the terrorist Dark Bird?" chromedome whispered, pointing at Nightshade. He recognized her face from news reports and wanted posters on the Net. The headmaster certainly was not expecting to meet her in person. "When did she join the Cons?"

"Just a few hours ago. Don't get any ideas." Nightshade huffed.

"What are you doing here?" Megatron asked. "And how do you know about Elmeth?"

"I'll tell you all about it, but in private." Orion told him. "I'd feel better chatting in someplace away from prying eyes."

Ordering the pilot to remain invisible, Roller and Chromedome stayed outside to keep an eye out, while Orion and Megatron went inside to talk. Elita-1 tagged along with Shadowkat as she stood by the empty smelting pool with Nightshade and Soundwave.

The two mechs stood on a catwalk on the second level, facing an opening that was torn in the roof of the factory. It was like a giant claw tore a jagged gash in the side of the building, allowing orange-yellow sunlight to flood the dark chamber and glint strongly off the rusted metal that had been left untouched for months. It was over a half melted smelting vat that Orion informed Megatron of what Zeta learned from intercepted senate transmissions.

"The functionists have Elmeth?" Megatron growled.

"That's what I believe. There's been talk among the senate about a white femme being in Steelheart's custody, and she's being labeled as your accomplice." Orion confirmed. He flinched when Megatron slammed his fist into the railing. "I'm sorry I couldn't learn more. What we got was really vague."

Megatron grunted and glared out the hole at the orange sun. "Is there any way you can find her?"

"Not at the moment, no." He replied. He sighed and sat on the railing. "Megatron, what happened? How was she captured?"

"I don't have the slightest idea. She was probably ambushed and captured. But that's the last of my problems." Megatron turned around and walked past Orion. "I'm going to find the nearest Functionist base and find her before they brainwash her into being their assassin or something."

"And how do you plan on doing that? It's suicide to rush them without a plan." Orion got in Megatron's way, glaring up at him. "You can't just take a nucleon shock cannon and expect to blast the doors down!"

"Every second we waste puts Elmeth's life in danger! I'm not losing her now, not when I'm so close to bringing freedom to Cybertron."

"The Megatron I know would never resort to using violence to solve a problem."

"That was before I was beaten and talked down to by a beat cop on the senate's payroll!" Megatron shouted in Orion's face. The encroaching shadows that fell over them because of the increasing dusk made Megatron's appearance look more menacing. His red eyes glowed with a blazing hatred the more he got into his rant. "Don't lecture me on my methods Orion. What the hell have you been doing all this time?"

"Fighting to keep tragedies like Nominus Prime's assassination from happening again. That's what!" Orion yelled back.

"Fighting amongst ourselves is not productive." Soundwave intoned, surprising the arguing mechs who never heard him climb onto the catwalk. "We should focus on formulating a strategy."

Megatron scowled and crossed his arms. "Fine, but we do this within a solar cycle, no later. I'm not leaving her at the mercy of those monsters any more than I can help it."

"Same here." Orion said. He wanted to get this done quickly, possibly before Megatron did something that'll get them both killed.

XXXXXX

Nightshade stood across from Shadowkat, who was sitting on the floor in her beast mode. Elita-1 stood near her friend, feeling very uncomfortable under the intense stare down Nightshade was giving her. She watched as both former comrades engaged in small talk, which amounted to Nightshade seeking confirmation on Pax's allies and his involvement in a foiled plot to frame the Decepticons for a bombing of the Primal Bascilla. She heard rumblings of some rebel militia, the Autobots, as so named by Orion Pax in front of hundreds of people. She admired his zeal and dedication, but she knew he had no place fighting in such a large scale battle like this. A cop had no place in a soldier's battlefield.

He had no idea how brutal the world was outside the black and white façade he lived in for so long.

But right now, her mind was focused on Shadowkat. The feline femme looked no different from the last time they saw each other, but she had abandoned the innocence she once had before that fateful day. She was no longer that fearful little kitten, but a predator. Shadowkat looked worn, like she had something weighing heavily on her shoulders. The death of her lover still pressed down on her Spark every waking moment and the same could be said for Nightshade.

"I never thought I'd run into you here of all places." Nightshade said softly. "I thought you'd quit after…that mission."

"I'm not giving up until every one of them is dead." Shadowkat growled. "But I can't do it alone, and unlike your merry band of marauders, the Sons of Cybertron have more to give me."

"Never heard of them."

"Never will."

"Shadowkat, you would put your faith in a bunch of mix-matched bots who've barely tasted war?" Nightshade asked. "Into a mech who was no more than a worker drone just over a year ago?"

Shadowkat switched forms in a violent shifting of parts and panels and stomped right up to Nightshade's face. "I'd rather put my lot with a bunch of mechs smart enough to gain more information before an operation than a femme who'd waste the lives of her people on a damn hunch! On a mission that was way out of our league!"

"Shado-"

"How many bots aside from Blackbeetle and Forge died on your watch? How many died trying to satiate your need for vengeance?"

"Shadowkat!" Elita-1 stepped between the femmes, pushing her friend back a bit. "Please, calm down. We're on a mission."

Shadowkat's sneer was something Nightshade would never forget for the rest of her days. "You like to say that you're doing this for the good of Cybertron or some slag like that, but I know you. You and Soundwave have a personal vendetta against the senate and the functionists, and every bullet fired, every soldier killed, every building bombed is your way of getting revenge for the pain done to you."

"You make it sound like you're any different." Nightshade remarked.

"I'm not," she replied. "But the difference between you and me is that I'm not afraid to admit it."

XXXXXX

The airship Carbuncle was a suborbital carrier that was the standard model used by most of the CDF forces in the eastern hemisphere. It was a dual purpose ship that acted as both a carrier and a weaponized airship built for transportation and heavy bombardment. Standard Carbuncle models were painted silver with the golden wings of the CDF symbol on the side for all to see. They were made to be fast and strong, but considering they were never really used in major confrontations, they were recalled towards urban areas

But the ship that flew in Tarnian airspace was not the standard model. It was deep red with black highlights and composed of radar absorbent materials, making them practically invisible to advanced sensor arrays. But what was notable about this particular ship was that it had the symbol of a stylized Transformation Cog in place of the CDF logo…the symbol of the Functionists.

In the hangar, Sentinel Prime and Ember watched as the workers loaded a giant silver ball over the cargo hold that was normally used for dropship deployment.

"We have no room for error, Ember. If this gets traced back to me, then everything will go straight to hell." He said.

"Which is why we've disguised this warship as a functionist craft. People won't see you, they'll see Steelheart. And thanks to some information leaks, our little rebel friends will think it's the functionists as well. You have nothing to worry about." She smiled. "This beast of ours will be the perfect weapon against Functionists and Decepticons."

"For your sake, it better work." Sentinel growled. "If not…"

Ember looked unimpressed at his little attempt to intimidate her. She was threatened by more terrifying beings, people who could drive Sentinel insane ten times over. "Save the bravado for someone weaker than you, Prime. We have work to do."

Sentinel scowled at her, but turned to his men and nodded. A button was pressed and the Bombay doors were opened. Once the ship was positioned right above the city, the silver sphere was released from its restraints and fell to Tarn. Ember smiled as she watched it fall, a stellar creation of genetic modification and alteration. Her mistress would be proud.

'Time to burn this world to ashes and remake it into the paradise it was supposed to be.' She thought gleefully. 'Here comes the thunder.'

XXXXXX

Dusk had fallen over Tarn and the once bustling city was starting to quiet down as everyone began to head in doors. The curfew was starting to come into effect, and there were a few ships hovering between the buildings informing the citizens of it. Sky Spies patrolled the airspace in every geo-sector, running security scans on everything and anyone that looked suspicious, but thankfully the Autobots' dropship was invisible to radar.

Orion had everyone get some time to recharge; they spent the entire afternoon going over information they learned, locations of interest, what methods were used in the gathering of this information. All they had achieved was getting headaches and almost sparking a fight between Chromedome and Ravage (he had no idea how it started, although it might have something to do with the headmaster trying to ride Ravage like a noble steed).

He found Megatron sitting on the edge of a rusty catwalk inside the factory, staring at the long shadows before him unblinkingly. Orion stared at him for a minute before plopping down next to him and giving the gladiator some company.

"Couldn't sleep?" He asked.

"What do you think?" Megatrons snorted. "I can barely even power down my optics without seeing her face, and then I think about what they're doing to her."

"We'll get her back, Megatron." Orion promised. "They won't risk harming her if she's a valuable hostage."

"These people don't take hostages, they take slaves. You of all people should know that." Megatron replied. "They won't leave her unscathed, not someone who's so close to me. They could torture her, rewire her, dismantle her body or turn her carcass into a throne for that demented functionist witch." His tone darkened with each word and his large black hands strained in fury. "Elmeth made me promise to continue our work even if something happened to her, and I stand by that vow, but if they've done anything to her, Primus help them all."

"I never pegged you as one for vengeance," Orion noted. "Or someone who throws the first punch in a fight against an opponent they cannot see."

"Things change, Pax, as all things do in life." he said. "I had to step up my game when I learned that the people in my own city would rather spit in my face instead of joining me in gaining true independence."

"So you encourage the sue of violence? The riots, the bombings, the vandalism?"

"Whatever gets their attention. If they won't listen to my words, then they'll listen to the sounds of their precious empire burning."

"That's no way to get your word across. You can't just declare war on the government. That could be used against you."

"Listen closely, Pax. This is not a war. I haven't fired a single shot at those people, they're the ones declaring war on us. You've seen how far they're willing to go to bring us to heel. Words aren't cutting it anymore. We've got to be more direct." Megatron glanced at Orion at the corner of his eye. "I'm going to see this through to the end, no matter what."

Orion shook his head. Megatron's lack of belief in the system was going to make the situation worse. He wanted to pretty much tear down everything regarding the senate and the caste system and rebuild society from scratch, but Orion knew that the only way to truly bring peace to Cybertron was to rebuild the government from within. When he told Megatron this, the older mech gave him a scathing laugh that made Pax cringe.

"You have a better chance at finding the Proudstar. You can't just reform a system that's as decrepit as that. They won't allow it, and the people won't accept it once they learn the truth." Megatron explained. "The people will want retribution for all the pain and misery the senate put them through, and that's if you can survive the shadow war with the functionists. A fight like this requires a certain level of finesse, surgical precision. Peeling away dead metal for new sheets to grow in."

"That's not-for god's sake, you're talking about war! You can't kill a bot and say you put him to sleep!"

"This isn't a war, it's a revolution! I'm doing what I can for my people. Our people! The same as you." Megatron stood up and placed his hands on Orion's shoulders, giving the shorter mech an earnest look. "Orion, join us. You've done many great things in the name of Cybertron after our last meeting, but together we can be so much more. Autobots, Decepticons, together as one army fighting for freedom and individuality. It's what Elmeth would've wanted."

Orion could only stare at him in shock. He wanted to believe that Megatron was just saying this to shut him up, but the look on his face was too honest. He was serious about this.

It was a tempting idea, untie their two factions as one, no Autobots or Decepticons, but a combined force with voices so loud the senate would not be able to silence them. A force so large that the Functionists would think twice about trying to silence them. A true revolution born of people from all castes and backgrounds, a unified race. But there was only one question…would it last?

"I..." before he could answer, a bright light illuminated the evening sky, catching their attention. "What is that?"

Megatron looked up at the sky and saw a great white fireball falling towards the city. It didn't look like a comet, but something else. Orion and Megatron lost sight of the object as it disappeared behind the buildings in the distance, then felt the building shake as a violent tremor reverberated throughout the city. Windows were shattered and bots were knocked off their feet as the resulting shockwave pulsated throughout the impact zone. The two mechs would've fallen off the catwalk had they not been holding on.

Pax!" Roller came running up the stairs with Chromedome's headmaster body sitting on his shoulder. "Did you see that?"

"Seen it and felt it." Orion grunted. "What the hell was that? A meteor?"

"Planetary defenses would've destroyed something that large." Megatron said. "That came from within our airspace."

"Uh, guys?" Chromedome called out. "You should see this."

XXXXXX

Rescue teams and law enforcement were already on the scene, responding to this sudden emergency that fell right into the heart of Tarn. The fireball had impacted the heart of Tarn's business district; the impact left a crater that went a mile deep and crushed the buildings under it, destroying them and killing thousands already. That didn't include the number of buildings knocked over by the blast wave itself. As teams of pyrobots got to work on dousing the flames, everyone paused as another tremor came from the crater.

The massive, intricately marked sphere that was dropped from the orbital carrier had started to vibrate in place. Them to the amazement of the bots witnessing this, it began to break apart. The carvings in its smooth metal hide were in fact connection seams that separated, armor panels folding and reconfiguring to reveal the massive form it hid inside. Pyrobots and medibots stared in awe as the sphere's metal shell unfolded to resemble a large pair of wings, with feathers so smooth and sharp they looked like they were grafted from Cybertron's very surface. The body the wings were connected to sported an avian design, but it was no creature anyone had seen before. Its body was sleek but heavily armored, and its form resembled that of a dragon with two sturdy legs and long powerful clawed arms, along with large, luminous wings. But its head was that of a silver falcon, eyes ruby red and sporting a sharp beak with pointed teeth barely visible inside its mouth. The beast, known in ancient times as the Kadesh, was about as tall as a two-story building, and its wingspan only added to the height.

It was their awe at the strangely beautiful and terrifying creature that kept the surrounding bots from immediately running to the hills or firing their weapons. That would be their first and last mistake.

The Kadesh opened its beak and roared a mighty shriek that could be heard for miles. It spun its body around and swung its massive tail down on the bots at the edge of the crater. Many were crushed and killed instantly, and hundreds more were injured. Soldiers opened fire on the beast as it climbed its way out of the crater, each footstep making the ground tremble like an earthquake. Onlookers who weren't killed in its first strike ran as fast as they could to avoid its rampage as it stomped through the streets.

The Kadesh cried out and slammed its head into the buildings around it, leaving massive imprints in the structures and even tumbled a few in its wake. Sky Spies flew over the area, recording the carnage for the horrified citizens watching the chaos. The Tarnian militia, both aerial and ground units, swarmed the beast, pelting it with an offensive wall of heavy weaponry from concussion bombs to proton missiles. It was hitting their target that was the problem (the thing's size provided an easy enough area of fire) but the Kadesh's armor plating was too strong for them to do any significant damage.

The Kadesh's red eyes angrily tracked the gunships shooting it and gave a mental command to its weapon systems; the armor panels on its chest, shoulders and the middle of its back to reveal a collection of prismatic orbs that fired powerful beams of photon energy that wiped out the gunships in one devastating sweep. They tore deep gouges into the ground and carved up the surrounding buildings like tin-foil. This was the last thing the Sky Spies managed to capture before they too were destroyed.

XXXXX

The Autobots had watched it all occur from their dropship, shocked into stunned silence at the utter devastation caused in such a short time.

"Dear lord, what was that?" Chromedome breathed.

"I don't know," Orion said. "But it spells trouble for us and everyone within 100 miles of that thing."

"What I'm more worried about is where did that thing come from?" Roller sighed. "What a mess."

"Sir, I've just got a message from one of our satellites," The pilot said. "We've just detected a functionist orbitcal cruiser within Tarn's airspace, without authorization. According to our information, it's been there since yesterday."

"The functionists," Megatron growled. "Of course it would be them. I'll tear them apart!"

"Megatron, wait!" Pax tried to stop Megatron, but the mech was already in his alt form driving off from the factory in a cloud of dust. He went to chase after him, but Nightshade pushed him back.

"We'll go after him and keep him safe," She said, pointing a finger into his chest. "You Autobots better live up to your name and think of something. A lot of people are going to die tonight if that thing isn't stopped quickly."

She ran off the ship with Soundwave in tow, leaving the Autobots alone. Orion had the pilot start up the engines and took a few plasma rifles from the munitions rack.

"What's our game plan?" Roller asked.

"We find that functionist carrier and board it. If they really are the ones that set the monster on Tarn, then they must have something to control it." Orion handed weapons to everyone and got into his seat. "That's our plan."

"Board an orbital carrier?" Elita-1 said with wide eyes. "Just the five of us?"

"We don't have time for reinforcements. We have to do this now or Tarn is dust." The other Autobots strapped themselves in as the ship began to take off. Orion gave his friend a somber look. "I'm sorry it had to be this way Elita, but consider this your first live training exercise."

XXXXXX

"Look at it, Sentinel," Ember spread her arms out to the flatscreen monitor on the wall that showed footage of the Kadesh's rampage. "Isn't it glorious?"

"You could say that." Sentinel grunted in distaste as he watched Ember's little pet bring down a crisscrossing bridge with its head. "I'm more worried about it tearing down the whole city. I would like Proteus to have some of Tarn left to govern."

"Don't worry yourself about the details. The Kadesh is ours to control. Once it has located the Decepticons' hideout and leveled it, the beast will cause a system-wide shutdown and kill itself." Ember explained. "As for the evidence, this ship and its emblem will ensure that everything that happens tonight will be blamed on Steelheart's little cult."

Sentinel nodded, but didn't feel any better. This was extreme, even for him. Setting a living weapon on a city-state without the knowledge of the senate was risky. No one else aside from Ember and Infinitus knew of this plan; with the headmaster saying that there was nothing to be ashamed about since Tarn was in need of a proper "cleansing" as he said. Infinitus said that no one would miss the malcontents and degenerates that pollute this city. He made a note to write Proteus an apology later.

"Sir," An Elite Guardsman ran up to Sentinel and saluted him. "We've got a hit on some people of interest in Grid Vega."

"Who is it?" Prime asked.

"We've got a visual of Megatron heading towards the downtown area where the middle caste residence reside, by the Pit. Also we have visual confirmation of Orion Pax as well with his rebel team."

"Pax," Sentinel growled. "That self-righteous bastard!"

"I was wondering if he was going to show up." Ember smirked.

Sentinel glared at her as he gave the order for three platoons to shoot the dropship down and capture or kill Orion Pax and his allies. He wasn't going to have Pax ruin this for him. Not now. He was going to win this war no matter what!"

XXXXXX

"This is crazy," Elita-1 whispered to herself. "This is crazy."

"You're repeating yourself." Shadowkat teased.

"Shut up! I'm not in the mood." She hissed.

The ship flew through Tarn, below the wandering Sky Spies that flew above them at high altitudes. They were cutting straight through the city towards the Kadesh as they tracked its trail of destruction back to its impact point, where it would try to find the ship. That was difficult alone, seeing as the carrier would be invisible to scanning equipment.

"So we head to the place where that thing dropped and then what?" Chromedome said. "Just look around for any suspicious aircraft? I doubt the functionists will stay in one place after setting a rabid dragon-bird on us."

"We don't have time to play the guessing game," Orion said. "We'll have to go above the clouds and-"

He almost fell out of his seat when the ship began to lurch violently and shake. Roller wasn't so luck and hit the floor at Shadowkat's feet. "What hit us?"

"EMP!" The pilot yelled. "Navigation and communications are down!"

"Can you pull us up?" Shadowkat shouted over the blaring emergency sirens.

"No! We're dead in the air!" The ship spun around in the air as it fell to the streets, smashing against the side of a building before hitting the ground nose first. The ship bounced a couple of times before skidding along the gravel, sparks flying from its underside as it slowed to a halt just before a lamp post that ironically said 'stop'.

The back hatch was blasted open and Roller stumbled out with Orion and Elita-1 in his arms. Shadowkat followed after them, a thin cut on her forehead leaking energon. Chromedome and their pilot was nowhere to be seen, but they were all right with superficial damages.

"That wasn't fun." Elita-1 groaned. "Is everyone okay?"

"Pilot's dead." Roller spat out some energon and hefted his gattling gun onto his shoulder. "And our only way out of this hellhole is slagged, so no, we're not okay. So Pax, you have any other ideas?"

"We need to haul aft before the militia tries to blast us. They're the one who probably shot us down." Orion said. He looked around for their fifth member. "Where's Chromedome?"

"In here!" Coughed a tiny voice. Chromedome, in his headmaster body, stumbled out of the ship nursing his right arm. Elita-1 blinked at the suddenly tiny mech she barely recognized.

"Chromedome? You're a-"

"He's a headmaster, they're hard to kill." Roller said and knelt down to his friend. "Where's your body?"

"Inside, pinned under some shrapnel. I couldn't move it." He coughed.

"Let me get you out," Shadowkat offered.

Orion looked down the street and saw three armored transports drive down the street straight for them. He took out his rifle and fired a few blasts at the armored trucks. "Make it fast, Kat, we've got company."

Shadowkat and Chromedome went back inside the ship while Roller, Orion and Elita-1 took cover behind the fallen wing that broke off upon the crash landing. Orion pulled out a thermos-rocket launcher ad fired three heat seeking rockets at the convoy in the lead. The first rocket took out one of the wheels, the second hit the vehicle dead on, knocking it off balance and onto its side. Roller's beam gattling gun fired nearly 2,000 rounds per minute, pelting the thick armor of the second one before a rocket strike from Orion forced that one to a stop as well. The third convoy had enough sense to stop and let its soldiers off.

"Slag!" Orion ducked behind their cover as the mechs opened fire with a lot of heavy weaponry. Plasma bursts and missiles hit the side of the ship with astounding force and they had very little room to return fire. "Kat, move it!"

"I'm moving slaghead, don't rush me!" She shouted.

Shadowkat was trying to move Chromedome's main body slowly from where it was trapped under a sharp piece of debris. A long, sharp piece of metal was lodged into his lower abdomen, and she had to maintain contact with his body in order to phase it out of where it was trapped. Chromedome himself was unscathed, his Minicon-like body didn't feel any pain so long as he remained separate from his main body. Once Shadowkat had pulled the body free, she dragged it outside to where the others were engaged in the light show that was their firefight.

"He's out!"

"Then we gotta move!" Roller said, chucking a grenade at the Guardsmen.

"What?" Shadowkat glared at Roller. "Chromedome's injured! We can't leave that metal in his body!"

"We can't give him treatment in a place like this, Kat." Orion said. He took out a few EMP grenades and handed them to Elita-1. "Elita, give us some cover."

Elita-1 nodded and took the grenades, surrounding them in magenta colored spheres of TK energy and sending them straight at the soldiers. They were protected from the laser blasts and were able to dig into the heart of the soldiers' formation, and detonated them. An electrical surge knocked most of them out on contact, while a few remained online but frazzled. For them, Elita-1 knocked them out in a more painful manner-telekinetically uprooting the ground and smashing large rocks into them, pinning them under tons of rubble.

'I'll never get used to that.' Orion thought as he helped Shadowkat drag Chromedome's body into an alley. He got to work on giving the headmaster medical treatment while Roller and Elita-1 kept watch.

"So, our ride's trashed and we're stuck on the ground. What now?" The ghost kat asked.

"First we go to the Pits and find Megatron. He might be able to get us a ship or something we can at least use to call for help." Orion explained as he pulled the metal out of Chromedome. The headmaster winced as he watch it all, but refrained from complaining. "Then we find a way to at least stall that thing's advance until the militia can bring it down. Until then, that carrier is out of our reach."

XXXXXX

The Kadesh continued to march through the middle of Tarn as it made its way towards the Pits, where the gladiator arena matches were held, and where it was believed most of the city's Decepticon population convenes. Unlike earlier, where it would move through the streets, the beast decided that it would be faster to just smash its way through the buildings, causing even more damage. It was only a third of the way to its destination; it would've been more had it not been slowed down somewhat by the army blocking its way.

"Take out its legs! Drop it!" General Ravus of the 2nd Tarnian batallion ordered. An old mech who was one of the few living veterans of the Quintesson wars, he had seen his fair share of horrors and intense fights. He hardly considered this giant beast to be on the same level as fighting a horde of Sharkticons, but that didn't mean he wasn't taking this seriously.

He had his ground forces, a nearly impenetrable wall of mechs and femmes who changed into tanks, ready on a collection of bridges, firing long range particle blasts and fusion bursts at the Kadesh's chest and legs. This assault came from not only the front, but also the left and right, attacking from three different directions to give it a hard time to truly retaliate. Ravvus grinned as he saw the beast give a sharp cry.

"Keep shooting, we're hurting it!" He shouted.

No, they weren't hurting it. Only pissing it off. The Kadesh decided to focus on the bots on the sides that were dealing the most damage, firing ivory colored laser arrays from its shoulders that completely decimated the bridges they were positioned on, along with the buildings they were connected to. Ravvus looked at the impact points on its body with his scopes and was incensed to see that they barely made any significant damage aside from a few pieces of armor that were blown off.

"Sir, we're not doing any damage."

"I can see that!" Ravvus growled. "Call in the Seekers! We need air superiority now!"

XXXXXX

Miles away from the scene of the battle, Megatron and his Decepticons were hard at work evacuating the civilians who were still in the area. Megatron knew that the Kadesh was heading towards the Pits and was hard at work at getting as many people as far away from there as possible. His Decepticons, always quick to follow his example, also helped and they were picking up the slack in taking care of their fellow caste bots, unlike the police force that had completely abandoned the sector after taking out the upper echelons. It was rare to see such comradery in a place like Tarn, but Megatron was adamant about not leaving the miners and workers, the people he left behind upon becoming a pit fighter.

"Megatron, we need to go. It's only a matter of time before that thing gets too close." Nightshade urged him. "If it doesn't get us, the stray shells from the militia will."

"I'm not leaving until everyone is out!" Megatron yelled at her. He thought back to his old friend, Terminus, his mentor and the mech who was left behind on Messatine when the energon mine there caved in. "Not this time."

They were standing on the edge of the sloping platform that connected the upper levels to the Pyramid down below. Gladiators, blacksmiths, medics, everyone was clamoring to escape the coming destruction that was out to get them. Unfortunately, they no longer had to worry about that, as a large fireball impacted the bridge, killing many in one hit.

Megatron and Nightshade jumped back as plumes of orange and red flames spontaneously blossomed in the middle of the crowds, blasting mechs apart, incinerating femmes alive and scorching bots that Megatron had fought with for ages. He was painfully helpless as he watched many of these bots burn in the span of seconds, a raging inferno roaring in the Pits. Many managed to get to safety, but almost half of the people here were killed by the sudden assault. And Megatron knew it was no accident from faulty pipelines.

"Who the hell did this!?" Megatron shouted into the night sky. "Show yourself coward! Where are you!"

He got his answer when an arrow was fired at his face. Nightshade was quick enough to push him out of the way of the arrow, but they were both still caught in the explosion that blasted them apart. Megatron hit the ground, the right side of his face scorched and blackened, and his arm severely burnt. Nightshade was relatively unscathed. But they both were on their guard as a vermillion bird flew out of the inferno and landed before them.

"How does it feel, Megatron?" Ember smiled. "To see everything you've cherished burn in hellfire? This will soon be Cybertron; the future of the planet that birthed a race of ungrateful heathens!"

"Who the hell are you?" Nightshade hissed. He fired her neutron rifle at her, but Elmeth switched to robot mode and instead breathed a wave of fire at her, forcing her to jump away.

"I am Ember, of the Order!" She announced, flaring out her wings. Megatron's eyes widened and she smirked. "Yes, you've heard of me. Elmeth once spoke of us and our cause. Probably in a negative light."

"What are you doing here?" Megatron asked.

"Tying up loose ends for a partner of mine. Since he's too damn incompetent to kill you through direct or indirect means, I decided to do him a favor and kill you myself." Ember replied. "A repayment for helping my pet stretch its wings in this cesspool of a city."

"Your pet? This is your doing?" Nightshade gaped. What the hell was going on here?

"In a way, yes. But let's face it, this city was going to get trashed anyway?"

"This is our home!" Megatron shouted. "Elmeth's home!"

"No, it isn't." Elmeth's mocking façade fell into a cold expression as she regarded the source of her ire. "She told you her story. She was one of us, a devout follower of the Stone Gods, but she turned her back on it all, ignored the teachings of our goddess. All for you. She saw this coming, but was foolish enough to do nothing to prepare."

Nightshade didn't need to think hard on the implications there. "What the hell did you do to her?"

"I simply gave dear Elmeth a long overdue punishment." Ember grinned at the seething Megatron. "Don't worry, you'll see each other soon."

Megatron charged at Ember, extending a titanium blade from his right wrist. She weaved her body around his sword strikes, not letting her within more than an inch of her, before transforming and leaping onto his shoulders. She dug her talons into his shoulder joints and flew into the air, throwing him into the ground near an intersection. Nightshade, also in beast mode, rammed into her and they both fell to the ground. They transformed and dealt each other a series of strong punches and kicks and they both seemed equal in strength until Ember grabbed Nightshade's arms and set her body on fire. Nightshade cried in pain as she was coated in extremely hot flames and Ember there her into the third floor of an office building.

She landed before Megatron and ducked under his punch, landing a flame covered fist into his torso before slamming her arms down on his back to knock him to the ground. She was pleasantly surprised to see him grab her leg and throw her into a sign post, smashing through the neon lights in a shower of sparks that rained down on the empty streets.

"You're everything Elmeth said you are, Megatron!" Ember laughed. She hung off the remains of the sign post and waved her arm at the Kadesh as it smashed its tail into another building. "Now that we're close enough, you can watch as your precious Elmeth burns your home to the ground!"

XXXXXX

General Ravvus scowled as a trio of Seekers landed on the observation duck. He didn't know the two blue and green mechs, but he recognized the solver-grey femme with the soulless red eyes. Deadscream, he knew her as, the Seeker commander.

"I thought I called in for a strike team!" He grunted.

"We are the strike team." Deadscream smiled. He tried to ignore how her lower jaw stretched a little lower that a jaw shoulder, along with the filed down teeth.

"But there's only three of you!"

"Three is all that's needed. Now where's the target?"

Ravvus pointed at the Kadesh rampaging through the recreation area, near Proteus Park. "Kinda hard to miss. Just keep the collateral damage to a minimum, got that?"

"No promises," Deadscrean smirked and clapped her hands. "Dreadwing, Skyquake, on me!"

The trio transformed into their jet modes and flew into the air, blowing exhaust fumes into the general's face. He coughed and cursed the arrogant Seekers. It just wasn't worth dealing with their slag.

Deadscream and her unit flew over the Kadesh, circling around its head as she scanned for any credible weak points. The legs were already out of the question, but the chest and head were probably weak enough under heavy bombardment.

"Drop your concussion bombs. Target its upper body."

They increased their altitude and dropped their bombs onto the beast, using their laser guidance systems to guide the bombs onto their target. The payload hit its target and the Kadesh's upper body was engulfed in a cloud of flames upon detonation. Deadscrean almost gave a "hell yeah!" until she noticed the two points of light shining through the smoke and flames.

"Evade!"

The Seekers split apart as the photon beams were fired from the Kadesh's shoulders. Dreadwing and Skyquake performed evasive maneuvers to avoid the destructive beams. They tried to shoot their nose-mounted laser guns, but they couldn't get a solid lock on it long enough to fire their missile load. Skyquake flew in close to fire two missiles at its head, but had to fall back when it shot its head forward and nearly snapped him in two with its beak.

"Don't get reckless brother!" Dreadwing warned and fired two missiles at its chest. The Kadesh actually reeled back at the projectiles impacted its chest, and Dreadwing was pleased to see that his missiles actually blew off a layer of armor plating. "Good effect on target!"

"Good work Dreadwing!" Deadscream said and flanked the Kadesh. Aiming at the spot between its wings, she fired her missiles and watched with glee as the Kadesh roared in pain. Explosions riddled its back and it stumbled forward, lashing out with its tail to knock her out of the sky. Sparks, metal and magenta colored energon flew everywhere, showing that it was actually hurt.

"You damaged it, commander!" Skyquake said.

"Good shooting commander, now we know…wait," Dreadwing transformed and hovered in place. "What is it doing?"

Everyone watching the battle grew concerned as the Kadesh bent over, and saw the power lines on its back start to radiate an intense light, like a star in physical form.

XXXXXX

"Elmeth?" Megatron breathed. "You lie!"

"For once, I'm telling the truth. That beast, the Kadesh, is a monster from the Age of Evolution. We rebuilt it, gave it a new body, but it lacked a properly working heart and brain. Which is where our mutual friend comes in." Ember's crimson lips grew into a devilish smile. "Elmeth unconsciously guides its actions, fueled by the beast's primal urges to kill and torch everything in its path. Thanks to her being a point one percenter and a little mental reconditioning, its destructive power is unmatched by anything the senate or functionists have to offer. As you're about to see."

Ember transformed and shot towards Megatron like a bullet. She snatched him up in her talons and lifted him onto a rooftop in clear view of the Kadesh. She transformed and lunged at him, grabbing his arm and twisting it behind his back, slamming his head into the roof.

"Your lover is gone, Megatron!" She cackled. "All that's left is a beast ordered to do one thing; kill the enemies of the senate, the Decepticons, you!"

She kicked him onto his chest and wrapped her arm around his neck, forcing him to watch the Kadesh unleash its ultimate attack. "Watch this, Megatron. This is what lies in store for Cybertron, your precious utopia!"

XXXXXX

Orion's team was only a few miles away from the Kadesh's position when its body began to glow. From their vantage point on one of the bridges connecting two rail terminals, they saw its body become a miniature sun that lit up the formerly dark area, and they also felt the intense heat it emitted from its hide. Orion couldn't help from breath a soft "Primus" under his breath to show just how awestruck he was.

The Kadesh bent its head downwards and exhaled a massive cloud of black smoke, a form of gas that coated the streets black and filled the air with the stench of oil fumes similar in smell to methane. And like methane, this gas was also highly flammable. All it took was a single spark at the back of its throat to ignite the gas…and Tarn began to burn.

To those who weren't incinerated by the firestorm, they would later describe it as a cloud of flames so tall that even the skyscrapers weren't spared from the infernal onslaught. The streets and buildings were engulfed in white flames that melted the very ground the buildings' foundations stood on. The fire breath scorched miles of Tarnian territory without pause, but it only got worse from there. The Kadesh increased the pressure of his flames, condensing its fire breath into a highly pressurized beam of energy that carved into the landscape. General Ravvus and his battalion were vaporized on the spot as the beam slashed over their position. As the Kadesh angled its head upwards, its prismatic array unleashed another laser light show that caused more destruction to its surroundings. From her vantage point, even the normally infallible Deadscream couldn't believe her eyes.

"That thing is too powerful." She said. Deadscream was a hard gal to shoot down, but she wasn't willing to test the limits of her immortality against that thing's power. "Retreat Seekers. We're getting the hell out of here!"

"But what about the city?" Dreadwing asked.

"It's fragged. This hell hole isn't worth dying for."

Dreadwing hated leaving a battle unfinished, but the odds were completely stacked against them. He prayed for the people of Tarn as he follow his brother and commander away from the chaos back to Vos, into the smoke laden clouds above.

The Kadesh would continue to spread its flames across the city, slashing its beam in a wide arc that bisected dozens of tall buildings like a cake, bringing down battleships and tearing down monumental statues. After just a few minutes (which felt like an eternity) the Kadesh's fire breath tapered out back into its normal flames before that too sizzled out. Its body cooled down and it took a few steps forward before coming to a stop, its eyes going dark.

Orion watched it all in silence. He and his friends were unable to fully process what they just witnessed, only that a lot of people just died in the past five minutes. No one said a thing. What could be said in this situation? Other than to point out how utterly outmatched they were.

"Pax," Chromedome shook Orion's shoulder. "Pax, we've got to go."

"Go? We're not going anywhere." Orion muttered. His voice was dull and empty, like something just died inside.

"Orion it's too dangerous to stay here." Elita-1 said. "We need to retreat-"

"WE ARE NOT GOING ANYWHERE!" Orion shouted, whirling upon her so fast he almost got whiplash. "That thing can't be allow to roam free. The functionists just unleashed a superweapon and killed thousands of people in a single night. We are not running!"

"So what the hell do you want us to do? Throw rocks at the damn thing?" Shadowkat sneered. She was not getting killed because Pax was a sore loser.

"We are going to attack it while it recharges," Orion said, turning back to glare at the Kadesh. "We're going to kill that monster tonight, or die trying."

XXXXXX

"Hmm, I didn't think that it would need to rest after that. Must be a kink in the system." Ember hummed and looked down at the horrified Megatron. "See? That's the power I have at my disposal. The power given to be by the true masters of Cybertron. Not those degenerates in the senate, not those childish inquisitors in the functionists, only my lord Mother. A goddess Elmeth once served before she was distracted by savages like you!"

Megatron glared up at her. "I'll kill you!"

"Get in line, sweetie." Ember kicked him in the face and formed her bow, pulling the string back. "Good night, Megatron of Tarn."

She almost let the string go, but was suddenly hit by a volley of mini-rockets that caught her in the right side of her body. Nightshade, with Soundwave in her claws, flew up onto the roof and threw her partner at Ember. Soundwave rammed his shoulder into Ember's face and kicked her off the side of the roof. She transformed to beast mode and flapped her wings glaring at the three.

"This isn't over, Megatron. You may have survived, but Elmeth is on borrowed time!" She howled. "Even as we speak, your so-called friend Orion Pax seeks to kill the Kadesh!"

Ember circled around and flew into the distance, giving a chilling caw as she vanished into the scorched horizon. Nightshade and Soundwave helped Megatron to her feet.

"We need to get you to a doctor." Nightshade said, but Megatron pushed them away.

"No, I must go," He grunted, wincing as he felt a searing pain in his left arm. He looked up at the still form of the Kadesh in the distance. "I have to save her!"

Nightshade and Soundwave were smart enough not to try to stop him. They helped him get back down to street level and he transformed into his tank mode, driving into the ruined city. Only one thing was on his mind, and that was getting Elmeth back…and stopping Orion Pax from making the biggest mistake of his life.

XXXXXX

As it turns out, they didn't have to call for another dropship, as Zeta had immediately sent one to Tarn upon seeing the news coverage of the Kadesh's rampage through the city. Skyfire was assigned to evac Orion's team, but Pax had convinced her to hold up on that. After learning that Skids and Windcharger were also onboard, Orion told them of his plan, and got the reaction he was waiting for.

"Are you insane?" Skids exclaimed. "We can't fight that thing!"

"Don't bother, he's already made up his mind." Roller groaned.

"Brute force and overwhelming firepower won't make a difference in this operation, so we're going to have to think smaller." Orion told his team. "We need to find a weak point in its body and capitalize on that."

"Like a HEAT round?" Chromedome noted, rubbing the patched up hole in his chest. "Focus enough kinetic force into a single point to destabilize the armor?"

"Exactly," he nodded. "The missile strike the Seekers fired on its chest left a mark and blasted of some of its armor. It's weakened but not by much. I intend to finish what they started."

As the gunship approached the Kadesh's location, Orion laid out their plan of attack. Skyfire will lay down some machine gun fire on its head to get its attention. That was so that it could fully recharged its plasma beam and start torching the city again. Roller, Skids and Chromedome will attack as the legs, hoping for a miracle they could do enough damage to make it fall. As for Orion, Elita-1 and Windcharger…

"Elita, Windcharger, you're job is to help me get close enough to that thing for me to use this," He took out a launcher that looked like a harpoon gun along with a bag of metal rods sharpened to a point. "This is a rail gun that fires kinetic harpoons made of tyrrenium. The Elite Guard uses them to take down the really heavy bots that give them problems."

"There's no way that little pea shooter can do any damage to that thing's hide." Windcharger pointed out.

"I know, which is why I need you and Elita near me to increase the speed of the harpoon the minute I fire it. I figured that a master of magnetism and a telekinetic sorceress could turn this thing into a lethal weapon by the time it reaches its chest."

Elita-1 shook her head. "I'm sorry, Orion, but this is crazy. That monster will burn us to molten slag."

"Not if we're fast enough." He replied and shouldered the rail gun. "Now look alive people. That thing dies tonight!"

Skyfire deposited Orion, Elita-1 and Windcharger on a rooftop before dropping Roller, Skids and Chromedome on the ground. They transformed to their alt modes and drove towards the Kadesh's feet, while Skyfire positioned the gunship in front of the sleeping beast.

"Wakey, wakey!" Skyfire fired the dropship's laser cannons at its face.

The surprise attack forced the Kadesh out of its slumber. Its red eyes lit up and its head thrashed around. Skyfire moved the ship back a bit but didn't let up on her attacks. When it opened its mouth and fired a stream of flames at her, she dived to the side, with the fire breath trailing after her. Down below, Roller and his team fired their weapons as well, peppering its legs with plasma bursts and missile fire. The Kadesh roared and stomped its foot, trying to deal with more of these pests that dared to attack it.

Orion and his group ran across the rooftops, hopping from building to building to circle around to its front while closing the distance between them. They had to time their attack perfectly or risk getting hit by friendly fire or missing the money shot. They only had three rods so every shot had to count. Windcharger used his powers to help them jump over the gaps between the buildings.

"Skyfire, how are you doing?" Orion asked over the comm.

"Great, but this thing can take a pounding!" Skyfire said. "I've managed to lay down some blows to its chest, but it's starting to get really mad."

"Keep it in place. We're running out of room to run!"

"I'm not a miracle worker Pa-AHH!"

Orion looked up to see the gunship's tail caught in the beak of the Kadesh. It thrashed the vehicle around before tossing it away, sending it crashing into the street below. He cursed when he saw its head snap towards them.

"Windcharger, get us out of here!" He yelled.

The Kadesh fired a fireball at the rooftop they were standing on. Elita-1 pushed the mechs behind her and raised a telekinetic shield to block the fireball just as it hit them. The entire rooftop exploded and took most of the building along with it.

XXXXXX

"I knew this was a bad idea!" Skids cried out as he fired his laser gattling gun at the Kadesh's ankles.

"Just shut up and shoot!" Roller fired three more rockets at its knees. They were steadily chipping off bits of armor around the joints, but not enough to really make a difference. Then a large tail caught him in the side and sent him crashing into a store window.

"Scrap!" Chromedome grabbed Skids and pulled him back as the Kadesh glared down at them. "Skyfire, Shadowkat, we need an exfil!"

He got no response on the comm-link and fell to his knees when he saw the Kadesh take a deep breath to rain down its fiery breath on them. He shook his head as he thought of the last thing Prowl said to him in their last argument; how he criticized the headmaster for running into things without thinking it through. How that would be the death of him.

'I hate it when he's right.' He thought sadly. 'Goodbye Prowl.'

Just as the Kadesh was about to exhale, something hard and sharp hit the back of its head, blasting a hole at the base of its spine. Flames were spewing from its mouth as it spun around to glare at the red and blue mech that attacked it.

"I'm the one you want monster!" Orion Pax roared, banging the rail gun against the side of a building to make some noise. "Fight me!"

He transformed and drove away from the beast as it cried and charged after him, its wings digging into the buildings around it. Orion made sure it was following him before taking the path to the scorched are that it doused its fire breath in earlier. There, it would meet its end.

XXXXXX

"Oh god, I'm dying!" Windcharger groaned dramatically, smacking the back of head into the stone behind him.

"You're not dying, Windcharger."

"But the pain…"

"Is coming from your leg," Elita-1 clarified dully. "Which is not that bad."

That wasn't a total lie. He had a metal pipe sticking out of his thigh and bits of glass sticking into his chest, but it was nothing life threatening. She managed to keep the barrier up long enough to cushion their fall before the debris caught them. Now she had to figure out where to get him some help.

The sound of tank treads on the debris caused her to grab her rifle and point it down the alley. She didn't relax when she saw that it was Megatron and his two "bodyguards". He didn't even wait to finish transforming when he asked her about Orion's whereabouts.

"He went to draw the monster out into the disaster area. He's dead set on killing that thing!"

"No, no he's making a mistake!" Megatron muttered, showing the first bit of fear she ever saw him express. "Call him! Tell him it's a trap!"

"I can't, he's not answering his radio." She glared up at him. "And what trap?"

But Megatron ignored her and turned to Nightshade. "Get them out of here. I'm going to look for Pax!"

Nightshade nodded. "Okay. Soundwave, go wi-"

"No! I can do this on my own! It's faster!" Megatron reverted to his tank mode and drove off. He had to get there in time!

XXXXX

Orion Pax felt cold.

Not in the physical sense (especially with all that fire that thing spat at him, everything around him felt like a furnace), no it was like a cold hand had grabbed his Spark and squeezed as hard as it could.

He had lead the Kadesh out into the same area of the city that it had burned to the ground with its fire breath an hour earlier, far from the still populated areas. Flames licked at his tyres, scorching his armor to nearly melting point. A stray fire blast near him knocked him off his wheels and he transformed in mid-air, firing another tyrrenium rod at it. The projectile had hit it dead center in its chest with great force, enough to blast apart the last bit of armor that was protecting its inner chest. Then, as he saw its chest panels fall away, he was horrified to see that it wasn't a Spark that lied in its chest.

It was Elmeth.

She was little more than a torso and a head, with her hands and feet amputated into rusted stumps. Her face, her beautiful features, were disfigured by burns and lacerations, and one of her eyes was missing. Wires extended from the back of her head into the inner part of the Kadesh's chest. She looked like a corpse, but at the sound of his voice calling out to her, she twitched a bit.

"ELMETH!"

She could barely hear him thanks to her dulled senses, which were practically overloaded at this point. But she could still hear him and his voice woke her from her waking nightmare. She weakly moved her head in his direction.

"O-Orion?" She rasped. Her lips barely move and her vocal synthesizer was severely damaged.

"Yes, it's me," Orion felt like crying now. What have they done to her? "Orion Pax, your friend!"

"R-run," She begged him. Even as she said this, the Kadesh acted on its own, targeting Orion. "P-please…"

The Kadesh fired a stream of white flames at hi, blasting holes into the ground. A ruptured gas line blew him away and he hit the ground hard on his shoulder, the rail gun landing next to him.

"P-please…I don't want to…" Bloody tears of red energon leaked from her eyes. "I don't…want to…hurt…"

She let out an agonized wail and her pain made the beast go berserk. The laser emitters in its shoulders and wings activated, sending photon beams shooting in all directions in addition to its fire breath. Orion jumped aside as a beam flew past hi, the explosion that trailed after it once again knocked him onto his back. He groaned and crawled along the ground, trying to block out Elmeth's cries.

'Orion…'

"Elmeth?" He coughed. He heard her voice in his mind, clearer, just like the day they met.

'Orion," She said. 'I know this is not something you want to do, but you must kill me."

"No," He shook his head, closing his eyes. "No, I won't do it. We can save you. I can save you!"

'Orion please, it's too late for me."

"Don't make me do this." Orion whimpered. "I don't want to kill you. What about Megatron? Can't you at least live for his sake?"

'This is out of our hands. Please, Orion, I don't want to hurt anyone else, least of all you and Megatron.'

Orion knew there was no hope for her, not in her condition. She was one with the Kadesh now, and to spate one would kill them both. He looked up at her broken body and saw a faint smile on her cracker lips. Shaking he picked the rail gun up and got to his feet, activating the laser sight.

Megatron stumbled onto the battlefield in robot mode, forced to go on foot he saw the Kadesh standing still, roaring and wailing, then looked down and saw Orion Pax pointing a weapon at its chest.

"NO PAX!" Megatron shouted, running towards them. "DON'T DO IT!"

Orion didn't hear him, his eyes focused solely on Elmeth's face. She smiled down at him and closed her eyes as Orion muttered something under his breath before he pulled the trigger. The rod fired from the rail gun, shooting at the Kadesh at the speed of a bullet. Just before it pierced her chest, Orion heard Elmeth's voice in his mind one final time.

'Orion Pax, thank you.'

XXXXXX

Megatron awoke in a field of fire and ash. He groaned and crawled to his feet amidst the dirt and metal shavings that covered the ground. The blast wave that came from the Kadesh blasted him and Orion apart, hitting them both with the force of a freight train. It was certainly an experience to get knocked out by something stronger than any of his past arena opponents.

Pieces of the Kadesh were scattered throughout the area, its wings here, its tail there, and when he woke up, he saw the dead eyes of the creature's head staring down at him as if in judgment. But he paid none of that any mind as he searched for the only reason he was here. Elmeth.

He stumbled over mounds of ash and debris like a protoform learning to walk. Everything was burning. Smoke blinded his vision. But a glint of light caught his eye and he ran towards it.

There she was; a broken body perverted and abused beyond measure, her armor and limbs stripped away, crippled and blind to the world. A gaping hole no bigger than his fist rested in the middle of her breast. He opened his mouth, but could not utter a sound. He stumbled over to her and fell to his knees at her side, cradling her body to his chest.

"M-Megatron…"

His breath hitched as her face tilted towards his. He gave a teary smile. "It's me, Elmeth. I'm here."

She gave a mechanical wheez that was supposed to be a sigh of relief. "T-than…Primuszzzz…"

"Don't speak," He shushed her. "Save your strength."

"Megatron," She coughed and gazed up at him with her single remaining eye. "I'm-zzt-sorry I wasn't strongggg enough. I just wanted to-zzt-keep you safe…keep our dream alive. I hoped that-zzzzztt-we could see the new Cybertron together, but…" She gasped a dry sob. "There is only one seat at the table."

No…no…" Megatron inhaled sharply. Elmeth smiled up at him.

"Mega…tron…I…lo…"

Elmeth's eyes went dark and she sagged in his embrace, but that sweet smile remained. Megatron closed his eyes and let out a silent scream, still unable to make a sound.

XXXXXX

It began to rain a few hours before dawn. The fires started to die down as the light drizzle became a downpour. The city was quiet, as if in mourning for all the lives lost in that one terrible night.

Orion found Megatron heading inside the cathedral Elmeth took him to, the one built for Mortilus, the god of death. He quietly followed the former gladiator inside the quiet cistern. The church was dark and quiet, devoid of the flickering flames or the colorful collage that the stained glass chandelier provided. The only light in the church came from a single white crystal that shined its rays down on Megatron.

He saw Megatron place Elmeth's body on the altar before the ebony statue of Mortilus and lean over her in silent agony. Orion walked up to him but stopped when Megatron spoke.

"Leave," Megatron said softly. "Leave this place, and never return."

Orion said nothing. He moved to place a comforting hand on Megatron's shoulder, but the silver mech flinched away.

"LEAVE ME!" He hissed.

Orion took a deep breath and turned around slowly walking back out of the church and into the heavy rain outside. Had he turned back, he would've seen the hateful glare Megatron threw his way as he cradled Elmeth in his arms.

XXXXXX

Orion walked the empty streets in the rain like he was in a dream-or a nightmare. He stumbled near the disaster area, which was nothing more than a swath of clear land burnt to ash by the Kadesh. Orion walked onto the wet, soggy ground and stood before the head of the Kadesh, eyes cold and dead, just like Elmeth's. He knew that his friends were waiting for him just a few miles away, but he barely made it half way there before he slumped against the wall and slid to the ground, sobbing with dry eyes, the rain providing the tears he needed to cry.

XXXXXX

This was a pain to type down, but it was worth it considering this is the turning point before the final two chapters of this story. I hope you liked reading it as much as I loved writing it. I had based the Kadesh's rampage through Tarn after Godzilla's complete decimation of Tokyo in Shin Godzilla, and I suggest listening to the movie's OST track "Tragedy" while reading the part where the Kadesh burns Tarn to the ground with its fire. I was listening to that song while writing the part down. As always, read and review, and I will see you next time for either an update for Transformers Titan: Escalation or the side story, Transformers Titan: Distant Stars. Thank you very much for your support!