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.

13. No More Words

Chapter 13-No More Words

Steelheart had no face, so she had no visible way to convey her emotions. It was an aesthetic choice to replay her head in a process that would later give birth to the Empurata ritual; something she invented back when the Functionists were first formed. As one of Primus's chosen, she and the rest of her kin did not need faces to show their devotion to their world. Their faces were a mirror that reflected Cybertron's beauty, and thus they channeled that divinity into themselves as the power that each member of the council wielded. It was their goal as outliers, the most superior of Cybertron's races, to be the true face of this beautiful machine called Cybertron; the very Spark of the planet. If they died, then Cybertron would fall with them.

Which was why Steelheart was so livid at the number of failures that keep piling on top of one another. They get framed by Sentinel, branded enemies of the planet, have Megatron murder one of their own in full view of the public, have another councilmen get killed by Orion Pax of all people, and then have their major source of munitions get destroyed by that same mech. It was getting ridiculous at this point. K-bombs, fission charges, the rust disease they were weaponizing, all of it gone in two seconds flat in a ball of flames and nothing to show for it. Something had to be done.

This is why Steelheart had called an emergency session among the Council in the Cog, which still acted as their temporary base of operations until the Enforcers were done constructing their secondary base. They were all in attendance, the remaining Functionist members; Steelheart, Nightwielder, Conflux, Limelight, Faultline, Refractionary, Repulsor, Deathpoint and Regalia. The current topic of discussion was, of course, what they were going to do about their insult to their honor.

"I'm going to be frank with you all," Steelheart said slowly. "I'm very, very disappointed in you all. Here we are, the gods of this world enforcing the word of Primus, and all it takes is one bad night in Tarn to turn it all around on us. We are outliers, the chosen ones of Primus. So can someone please explain to me how do we keep getting our teeth kicked in by a handful of terrorists?!"

Deathpoint, a tall and thin dark brown mech who transformed into a high caliber sniper rifle, gave a little huff and set his elbows on the table. "It's not like we're all knowing, Steelheart. Sentinel's slowly been tightening the net around our operations on a global scale. He's been leading commando raids on our bases, and there are a few Decepticon cells as well that have been attacking our supply depots. Sentinel's attention was been diverted to apprehending the Decepticons, mostly Megatron, but these…Autobots are no amateurs. They know what they're doing."

"Don't give me excuses!" Steelheart shouted, slamming her hands on the table and denting the metal. "We are being made to look like fools by people we could kill with our bare hands. All of this is a disgrace to everything we've built since the Golden Age!"

"Stop whining like a hungry protoform, Steelheart." Said Regalia. She was an old femme with faded indigo blue armor who transformed into a high-speed submarine. "Instead of throwing a temper tantrum, how about you use that energy to help us think of a solution?"

"Like taking out that little upstart, Orion Pax?" Repulsor, a dark emerald green femme with an ATV alt mode, suggested.

Steelheart was quiet for a few minutes before glancing at Limelight. "How are things with our prisoner?"

"We're putting him through our most devastating interrogation techniques," The maroon mech said. The coils on his shoulders glowed every time he moved. "But he's not talking. Even our mnemosurgeons aren't getting much from him. His mental defenses are surprisingly strong."

"Does he have mental protection? Implants maybe?" Asked Faultline.

""No, just an undying hatred of us. Apparently he's the former lover of the Black Death herself, Nightshade, though they haven't seen each other in a long time."

"I don't care about any of that!" Steelheart said. "Find out what he knows even if you have to rip him apart and dissect his brain module! I want to know everything about his life within the next week!"

"Yes ma'am." Limelight nodded.

Deathpoint saw Conflux sitting quietly, having not said a word since the meeting started. "Don't you have anything to add Conflux?"

Conflux shook his head. "No. you guys have everything covered. I'm just here for the ride."

Steelheart gave him a look before facing the rest of her cabal. "Brothers and sisters, we are under targeted attack. Not by the senate or their false Prime, but by another group. One that Orion Pax is clearly a part of. Stay on your guard, and kill anyone who hasn't sworn total allegiance to you. Today the world is our enemy. But tomorrow, it will be ours."

They all stood as one and bowed their heads. "All is one."

XXXXXX

The Kilgax munitions plant near Styx was a very important location, for it provided munitions for the most of the Badlands, save Vos and Styx. It was a large factory that was built into the side of a valley so that no one could find it without looking very hard. As such, even at a long distance, it looked like a jagged rock formation, easily blending in with its surroundings-or it would have were it not for the plumes of smoke beings funneled out of the top. It was easily noticeable on a clear day from afar.

But today wasn't a clear day. A storm had hit the area without warning and gallons of rain water started pouring from dark gray rain clouds that weren't even that different from the smog the factory emitted on a daily basis. This was extremely unfortunate for the patrols guarding the facility from terrorist attacks, mainly the Decepticons.

"Of course it fragging rains," Galda grumbled, shivering slightly as the cold rain water leaked into her armor panels. "All this moisture is gonna make me rust."

"Put a can in it, Gal. if the weather bothered you so much, then you should've requested redeployment." Her captain, Linkage, replied. He was dutifully scanning the surrounding area with his night vision optics, a recently developed optical implant that made operating at night and in the rain easier for some bots who could afford it.

Galda snorted, hefting her photon rifle over her large blue shoulder. "Where would they send me? Ky-Alexia? They're sending everyone and their protoforms to the Badlands because a few protesters got riled up. Granted the senator shouldn't have killed that mech. Dumb scrapheap."

"Gal, could you not do this today? We're in the middle of a thunderstorm, cold and thirsty, and desperately wanting to be anywhere but here." Linkage sighed. "So please don't add to the torture."

"Yes sir!" Galda gave him a mockingly sharp salute with a smirk.

Linkage shook his head and scanned the area one more time before calling the other teams. "This is Linkage reporting no activity. How are things on your end, guys?"

"Squad 1, no activity."

"Squad 2, nothing here."

"Squad 3, nothing so fa-agh!"

The pained scream put Linkage on alert, and not a second later more shouts and gunfire were heard over the comm-channel. "Squad 3, what's your status? Come in Squad 3. Squads 1 and 2 can you hear me? Slag! Galda, you're with me. We might be under atta-"

His sentence was cut short as half of his head was blown off by a photon blast from Galda from behind. She pushed his body over the edge and watched it fall into the valley below. Then she called it in.

"The area's clear. You can come up now."

From the cliff on the other side of the valley, a black dropship flew over the gorge and landed on the observation deck of the plant. Galda smiled as she saw her personal hero, Nightshade and her partner Soundwave exit the craft and approach her. Nightshade gave Galda an approving nod as thanks.

"Is that everyone?" She asked.

"Yes, my teammates took out the other squads at the same time, and no one has sent a distress signal." Galda informed her. "And I've set up a local jamming field that blocks senate and Elite Guard broadcasts from reaching the outside. This entire plant is yours, Nightshade."

"Good work, Galda. I won't take too long here. I just need to speak to the workers."

Nightshade and Galda entered the plant, and the former led her idol through the cold, dingy halls into the refinery where the raw materials that were mined were processed and refined into building materials used to make the weapons. It was hot, noisy and sweaty. The workers themselves were large bots regulated to the production lines or heavy lifting because their alt modes were perfect for transporting goods. But all the cacophony stopped the moment Nightshade entered the scene. Galda had to smile at their dumbstruck expressions. You'd think they'd saw a mythical creature or something.

Nightshade smiled as well, having a similar thought along those lines. "I'm sure you all know who I am by now, so we can skip the introductions. As of two minutes ago, this munitions plant is now under Decepticon control. Every sword, gun spear and bomb you make belongs to the Decepticons, and will be used to set bots like you free from the senate's oppression. Now this can go two ways; either you accept the change in management and continue producing weapons for people who actually deserve it or you could just back out. If you want to join our cause, then welcome aboard. If not, I won't force you. But know that if any of your breath a word of this, I'll kill you where you stand. So…are you people in or out?"

The workers glanced at each other for a moment before going right back to work without a word, though there was a noticeable increase in their speed. Nightshade smirked at Galda.

"I think they're all on board."

XXXXXX

"Do you have eyes on the target?" Shadowkat asked over the comm.

"Not yet. We're still looking for his profile in the crowd." Elita-1 whispered. She looked across the table at Orion and sighed. "Orion, could you please relax a bit? We're trying to be incognito, remember?"

"Sorry." He muttered, fingering his empty glass. He looked out over the balcony at the crowd down below. Everyday bots going about their everyday lives as if there wasn't a shadow war going on outside the city right now. He couldn't help but marvel at how at ease these people looked. "Looking at these people now, you'd think that they'd never heard of the civil conflict going on right now."

"That's how things are. People don't really care about the Decepticons or the functionists or the senate unless it directly affects them." Elita-1 said, sipping her vistriol cocktail. "We were no different once."

"And that was a long time ago." He replied.

"Keep your heads in the game, people. We're on the clock here." Roller said.

'How can I forget?' Orion thought with another sigh. "Hunting these monsters is all I think about these days.'

His Autobots were once again on a mission of great importance; another assassination mission. Thanks to an anonymous tip, they were hunting down the Functionist Councilman Limelight. According to the info, he was traveling to the city of Ky-Alexia to meet with one of his secret weapons suppliers to make a deal to replenish the Enforcers munitions stocks. It was the typical black market dealing that Orion dealt with back in Rodion. The Functionist were being backed into a corner and were desperate now.

Orion's face morphed into a grimace as he remembered that night three weeks ago. Those monsters had Glitch, and Primus knows what kind of torture they were dealing to him. If they weren't torturing him for information, they were just slowly killing him for being a "race traitor" as they dubbed outliers who didn't join their cause. Orion had practically begged Zeta on his knees to authorize a rescue mission, but there was nothing they could do at that point. Knowing that the musician was suffering in Steelheart's claws put a lot of doubt in Orion's mind.

Glitch was the first casualty, but who will be next? Roller, Chromedome, or even Elita-1? All these outcomes and fears that played on his mind after making a single mistake (to him). This was why he never joined the military. Too much responsibility on his shoulders.

"I see him." Elita-1 said. She subtly pointed at a fancy looking mech who looked like he just got out of a 24 hour waxing followed by a dry clean polish that made his glossy purple frame so smooth and flawless that just him walking in the sunlight made him light up like Nominus Square on Unification Day. The two large, burly black and orange mechs trailing after him were definitely bodyguards.

"Driveshaft," Orion muttered. "He's a weapons dealer? But I thought he was just some big shot accountant in the financial caste."

"Well he has a side-job that deals with supplying illegal prototype weapons to the Functionists on rare occasions, like this one." Chromedome explained. "It was something that Prowl and I were looking into once, but he gave up when we couldn't dig up any dirt on him."

"Apparently he likes hanging out in Harmonex and fooling around in high profile casinos." Elita-1 said. "A fancy mech attracted to fancy places."

"Tail him. He might lead you to Limelight." Shadowkat said.

Orion and Elita-1 were already on the move, signaling Windcharger and Skids to follow after them as backup in case things get hot. The duo trailed Driveshaft and his security detail through the bustling streets and into a side street that branched off into an alleyway behind the buildings. They followed him into a courtyard and saw him walk past a two more guards.

"This guy's packing a lot of muscle." Windcharger said.

"He's making illegal deals with a now registered enemy of the planet. He's got to make sure no one comes sniffing around." Skids whispered.

"Cut the chatter you two." Orion hissed and nodded to his partner. "Elita, take them out."

Elita-1 grabbed a few pebbles and levitated them into the air above her palm. Mentally targeting the guards, she flicked her fingers and the rocks flew at their heads like bullets, piercing their foreheads at once and dropping them almost simultaneously. Orion grinned at her before leading the group past the downed bots and up a flight of stairs into a hollowed out building. As they neared he apartment Driveshaft entered, they heard him speaking with someone.

"Limelight," Orion growled. He looked at his team and counted down on his fingers. On zero, he kicked down the door and rushed in, pointing his gun at the occupants. "Freeze! Driveshaft, you're under arrest for…huh?"

Driveshaft was the only one in the room, alone with no one else having been with him. He gave the Autobots a smile as he held his hands up.

"Good to see that you're as gullible as some say you are, Pax." Driveshaft said in a feminine voice that did not match his appearance. "I would've been very upset if I went through this trouble for nothing."

"Oh slag, here comes the reveal." Skids groaned.

The air around Driveshaft shimmered like a mirage before his appearance morphed into someone else entirely. A femme with snow white armor and a dark blue mirror face plate that reflected the stunned expressions of the Autobots. There were wings on her back and fins on her arms and legs that hinted at an aerial alt mode, and blue power lines ran up her torso to her limbs.

"A trap." Orion said.

"Yes," Refractionary nodded smugly. "A trap."

An orb of light popped into existence behind Orion, and Elita-1 acted instinctively, summoning a TK shield behind his back to deflect the light bomb that suddenly exploded. The force of the detonation blew out the windows and sent Orion flying through a sheet of glass before hitting the ground below, causing people to scatter.

"Pax, you alright?" Roller shouted.

"I'm fine, stop yelling." Orion groaned, wincing as he stood up. Two more beams of light shot out of the windows, and another blew a hole in the roof as Elita-1 and Windcharger jumped out and landed on the street, albeit having a softer landing than him.

"That glitch is insane! She almost brought the roof down on us!" Windcharger exclaimed.

Refractionary shot out of the building like a bullet, a trail of multicolored light in her wakeas she hit the ground hard. She rushed forward at Windcharger, forming two blades of light energy around her hands and tried to stab him. He cursed and jumped back, using his magnetic powers to tear up pieces of the street to block her attacks. Refractionary's photon blades cut through the metal sheets like paper and slashed at his face, only to have them bounce off Elita-1's force shield. Elita-1 telekinetically grabbed hold of the outlier's arms and yanked her away from Windcharger, but Refractionary fired a strong beam that almost took her head off had she not ducked under it.

Orion took out his blaster and pointed it at Refractionary, only to have it explode in his hand, taking his index finger along with it. "Ah!"

Elita-1 heard his pained cry and forced him down just a bullet streaked past the top of his head. Another bullet impacted the shield she brought up as she pulled him into an alleyway.

"Kat we've got a sniper!" She called out.

"And an outlier!" Windcharger added before tearing up more parts of the street to block the photon beams being fired at him. One beam singed the top of his left shoulder and he cursed. "Help us!"

XXXXXX

Chromedome's headmaster stood atop Roller's shoulder with a pair of binoculars watching the path the bullets came from. He waited for another gunshot before following the flight path of the fifth bullet. "There! It's coming from the clocktower!"

"Then let's move people!" Roller helped Chromedome over to his transector and transformed to his truck mode. He lead the way through the back streets with Chromedome and Shadowkat following him.

When they turned onto the main street, they were already being targeted by their sniper, killing three people to get a hit on one of the Autobots. The bullets were being fired with astounding accuracy, and Roller and Chromedome were forced to do strafing maneuvers to avoid getting their tyres blown out. Shaodwkat just had to go intangible, but she had to use that power sparingly. It was a little known fact about outliers that overexertion weakened their powers greatly. Shadowkat could use her intangibility more than most outliers, but it never hurt to be safe.

They group raced towards the clocktower near the heart of the downtown area, but they were forced to go on foot for the rest of the way.

"Move! Get cover!" Roller shouted to the civilians. Chromedome felt his danger sense go off and looked up to see a green blur heading straight for them.

"Incoming!"

The blur crashed into the ground beside Roller, who only had enough time to see a humanoid figure running at him, before a pair of feet planted themselves in his chest and kicked him with a surprising amount of force. He coughed up some energon before the full force of the kick sent him crashing through a wall of a store, and almost smashing through the back wall as well.

"Roller's down!" Shadowkat shouted. She drew her blaster on his attacker, another Functionist member.

"You should be more worried about yourself, race traitor!" Repulsor growled. Her emerald form glistened in the sunlight as she pushed off the ground and shot at the two Autobots like a bullet.

Shadowkat and Chromedome opened fire on her, but their laser bolts bounced off her body as she flew straight towards the former. Shadowkat allowed Repulsor to shoot through her body, but she wasn't expecting the femme to fire some device at her. As soon as it was near her, the round device generated an electrical field that shocked Shadowkat violently, bringing her to her knees.

"Kat!" Chromedome ran to her side. "What happened?"

"I don't know," She shuddered, her body wracked by violent spasms. "I feel…weak."

Her ears perked up and she pushed Chromedome away as a bullet shot past his head and tore apart her right shoulder. The force of the bullet caused her to stumble back and fall off her feet, her mind still processing the pain she felt. She willed herself to go intangible, but her powers weren't responding.

"How…?" She winced.

"Surprised?" Repulsor asked with a chuckle. "We aren't stupid enough to forget about your power, kitty cat. Nor are we dumb enough to induct outliers without developing ways to disable them. That little suppressor was designed to deactivate that section of your brain that handles your powers, cuts off the flow of power from your Spark that allows you to use them. It only works for a few minutes, but that's more than enough to take annoying little oil holes like you down."

Chromedome threw a punch at her head, but Repulsor met his fist with her own. Somehow, the force of his punch was used against him and the headmaster flew back, repelled by some invisible force rippling through his arm. Shadowkat went into beast mode and lunged at her, but Repulsor grabbed her by the neck and threw her to the ground, stomping on her chest to hold her down.

"Don't even try it. You can't hit me without the force of your blows being used against you." Repulsor laughed. "It's a useful power against lunkheads who rely on their fists." A silver blade extended from her forearm. "Now be a dear and die for me, will you?"

She leaned down to jam the blade into Shadowkat's Spark when something unexpected happened. There was a glint of light on something metallic sailing through the air before burying itself into the side of Repulsor's skull, exiting out the other side of her cranium in a burst of mech fluid and metal fragments. Repulsor fell to the ground dead, much to the shock of the Autobots.

"What just happened?" Chromedome asked in shock. He saw Roller limped towards them clutching his dented chest plate. "Roller, was that you?"

"Nope, I was trying not to cough up my fuel pump." Roller grunted. "I think that came from our resident sniper."

"First the guy's trying to kill us and now he's helping us?" Shadowkat shook her head as she was helped to her feet. "What's going on here?"

Roller sighed and picked up his rifle. "Don't ask me. I'm just the muscle of the group."

XXXXXX

"Repulsor, pick up. Your signal just went dead. Can you hear me?" Refractionary yelled, ducking under a swipe from Orion's axe and firing a beam that was deflected by Elita-1. Windcharger came at her from behind, but she kicked him in the chin and jumped back. "Damn it all, Deathpoint, I've lost contact with Repulsor. I think they got her."

"Well that'd be a damn shame if I actually cared about the guy."

Refractionary froze. That wasn't Deathpoint's voice. "Conflux?" She grunted as the ground under her was broken apart and five rocks hit her in the face.

"Not so hot without a sniper doing your battles for you, huh?" Elita-1 taunted.

"Silence!" Refractionary summoned five orbs around her and had them fire upon the three Autobots. The orbs kept the Autobots at bay, but a high caliber sniper bullet hitting her in the chest knocked her off balance. She hissed in pain as she fell to one knee. "Conflux, you bastard what are you doing?!"

"Choosing the winning team, of course. I don't know about you, but I'm tired of playing this pneuma-lion and plug rat game." Conflux said.

"When I find you, Conflux, I'm going to tear out your Spark and your T-cog!" She snarled.

"That won't be happening any time soon. I shot you directly above your Spark core, severing a very critical power line that channels your Spark's neural connection to the rest of your body. That slight burning you feel in your chest? That's probably the swelling of a ruptured circuit line. If you don't get that checked out soon, you'll either pass out from internal damage, or go offline for good from a zero point forming in your chest. So dear sister, what's your choice? Run and live, or live and die like brother and sister?"

Refractionary growled, glaring at the Autobots before jumping up and shifting into a sleek white hover jet before soaring into the skies above, leaving her job unfinished.

"Did she just…ditch us?" Windcharger asked.

"What? Are you complaining?" Skids asked.

"No way in hell!"

Orion put away his axe, wondering what brought about this change in tactics. Then he heard someone calling him on his personal comm-channel. "Orion Pax, yes? I am Conflux, formerly of the Functionist Council and the mech who just saved your aft. Not to mention a traitor to my brethren. If your forces are willing to accept me as a prisoner, I'm willing to comply on the condition that I speak with you and your commanding officer."

Orion's eyes narrowed and he looked at his friends. "Elita, call Zeta. Tell her we have a guest coming along with us."

XXXXXX

Alpha Trion stood at the rear of the large crowd that was attending the state funeral service of two CDF officers, Bumper and Fastback. The Archivist, who rarely ventured far from the Hall of Records when he did go outside, was silent as a ghost as he watched Sentinel Prime say his piece.

"Words fall short of the mark. Losing one of our own is never easy." Sentinel began solemnly. "This is a great loss…but this is no tragedy. Loss of life is only a tragedy if it is without purpose. Some say that we may not see the purpose immediately, but that it will present itself in time." He looked at those assembled before the caskets with a hardened gaze. "To me, this moment offers an immediate, startling purpose. A crystal clarity. I am only the head of the security forces. I do not make the policy-together we simply enforce law. The difference now is that these outlaws have your attention. The only question unanswered…is what do we do with it?"

After the funeral, Alpha Trion followed Sentinel into the Stellar Galleries, where he found the Prime speaking with Prowl. "That was a brilliant speech, Sentinel. Very eloquent of you."

Both mechs turned to face him. Neither of them were very pleased to see him. Prowl was about to scold Trion for entering the Stellar Galleries without proper notice, but the Archivist gave him a hard glare that actually made Prowl back down before he knew it.

"Alpha Trion," Sentinel smirked and waved Prowl away. As the officer walked out of the dome, Sentinel gave the Archivist his full attention. "I didn't think you would actually come to the funeral. Nice of you to grace us mortals with your presence."

"I wanted to see how you would turn the death of your own men into a propaganda scene against the Decepticons, and I wasn't surprised." Alpha Trion said dryly. "What do you think you're doing, Sentinel? Enforcing martial law on the badland territories, arresting people who support the Decepticons, using lethal force on non-violent protests? Are you mad?" He rarely spoke in such a scathing tone, but his patience with Sentinel was running thin at this point. The sheer audacity of his actions appalled him.

"Watch your mouth, old man. I am a Prime!" Sentinel growled.

"We both know that's not true in the slightest." Alpha Trion replied. Sentinel's eyes widened, but he quickly calmed himself. "Now answer the question."

Sentinel frowned. If Trion was acting this verbally aggressive, then he must be really angry. Too bad he wasn't afraid of ancient mechs past their expiration date. "I am simply enforcing order upon that lawless scar on Cybertron. That place has been allowed to run rampant for far too long, and it was time that someone brought those thugs to their knees. We're in a critical situation here with the Functionists and I don't need those Cons messing things up even more."

"Those are people you're demonizing."

"They are Decepticons! And there are punishments for supporting terrorist threats to the government."

"And your solution is to turn city's like Tarn and Nyon into city-wide prison camps? Sentinel, you're only making things worse."

"If you think you can do a better job, then be my guest." Sentinel growled. "I'm doing my job as head of the CDF and Elite Guard, and all this will end once we take down that so-called revolutionary Megatron."

"How do you plan on taking him out?"

"That's need to know information, Archivist. Just know, that once I'm done with those Cons, the Functionists are next, followed by Pax's Autobots!"

"How many people will you fight to maintain control over your glass empire?" Trion scowled. "Who will you target next? The Monoform Movement? The Circle of Light?"

"I will fight them all if it means that Cybertronian society will be preserved you fossil, what part of that are you not getting?!" Prime yelled, his booming voice echoing into the chamber. "Threats to the senate's power will be eliminated!"

"Threats to your power, you mean." Trion replied and shook his head. "Sentinel, I will only say this once. Stop this madness. Stop strangling the people before they snap and turn on your like abused animals. You still have a chance to use your power to truly make a difference."

Sentinel snorted and roughly pushed past Trion. "You do your job, I'll do mine. And that's making sure Cybertron remains strong and orderly, the way it was meant to be." He looked back and smirked. "But don't worry, I'll be sure to send you Pax's head after I rip him a new dispenser!"

Alpha Trion glared at Sentinel's back as the laughing Prime left the Galleries. He hadn't felt such animosity towards someone since Ember. Then he turned his baleful glare on a small space between the main description terminal in front of a stellar display and the wall, where the tiny mech Infinitus stood glaring back at him. They shared an intense stare down for a minute before Infinitus stepped back and disappeared into the shadows.

XXXXXX

It was a dark and stormy night outside the Kokular base in the upper slums of Kaon. The heavy rain obscured the gloomy city save for the large, flashing neon signs and archways. Soundwave wasn't bothered by the downpour as he and his three guests neared the bunker that acted as a medical center for the gladiators that survived a rather tough night against their opponents. He knocked on the door in a pattern known only to those close to the Decepticon inner circle and it slid open to allow them entry. Swindle, the hit man and financial advisor for the Combaticon mercenary group, was sitting near the doorway watching some Ky-Alexian dramas on the tiny monitor on his desk.

"Yo Wave, word to the wise-the big guy is in a bad mood." Swindle smirked. "He had a run-in with some femme that spat out acid or something. Lost an arm."

Soundwave's face was blank as ever, as was his voice. "Is he functional?"

"Yeah, yeah, he's good." Swindle chuckled. "Good as any bot could be with a melted arm, I guess. Frag he was mad as hell. But you should see the other gal."

Kaonian medical centers were part chop shops, part morgues. Considering they were a certified sanitation officer's nightmare, these were places where damaged gladiators were repaired the best they could with materials medics had on hand. Bots on the edge of stasis would have their limbs or components replaced or rebuilt, fluids staining the dirty floor, welding torches patching up gouges and stab wounds. The deceased would be recycled for parts used by other gladiators; a universal rule among those of the underground. Bots who have proved their worth and achieved the status of legendary were granted proper burials or cremations. People like Megatron.

As Soundwave neared his table, Megatron was already having his right arm replaced. The rest of his body was banged up and riddled with deep scratches and stabs, but it was nothing major. Knockout was already removing the arm as Megatron took notice of Soundwave's quiet footsteps and turned his head to him.

"Hnnn, what do you want?" Megatron asked, his voice a little weak from the aesthetic.

"You requested for a flight capable combatant?" Soundwave asked.

Megatron hissed as Knockout attached the replacement arm to his shoulder and started connecting the wire links and neuro-circuits. "You have one?"

"Negative-I present three."

Behind Soundwave stood three mechs of identical body appearance-Sekkers. The red and silver mech was Starscream, brother to the current Seeker commander, Deadscream. The blue one was Thundercracker, and the purple one was Skywarp, an outlier with limited teleportation capabilities. Megatron already could tell that these three Seekers were here on their own accord. If Deadscream knew they were helping the Decepticons, she would've killed them on the spot; most likely in a slow and painful manner.

Starscream, who had heard so much about Megatron, was in shock for a moment at the sight of this infamous mech, but he caught himself and bowed. "Megatron! I pledge my allegiance undying!"

His Seeker brothers followed suit, kneeling before him. Megatron smirked at their zeal. "Heh. You can fly?"

"Three times the speed of sound." Starscream smirked. "All of us."

Skywarp nodded. "Can I just say I am-we are honored to have the opportunity to join you in the arena, to fight by-"

Megatron grimaced as the connections in his arm were final fully processed. "The arena? No, no. I have something much better in mind for you Seekers." He grinned at their disappointed looks. "Don't look so disappointed. You will wear my badge-and you will kill for me."

His hand split apart and retreated into his forearm, shifting to extend a new port that generated a purle morning star. "In times of chance, we all must be flexible, hmm?"

Starscream gulped at the wicked looking weapon. "Yes…my lord."

"Excellent! Knockout!" He said to his medic. "Those three-I give you the steel. Give me back the weapon!"

XXXXXX

His name was Conflux of the colony planet Oria-a planet that was previously hit by the rust plague. Forged in the 9th cycle of 103, he was only around four years old before the rust plague started infecting colony worlds, working as a marine patrol guard thanks to his water hovercraft alt mode until his powers manifested during a high-speed chase, nearly killing his partner.

Conflux was escorted to an isolated cell in Mount Edus upon arrival. He offered no resistance as promised, placing him in a cell for interrogation. Once Orion and Zeta kept their promise and met with him in the cell, he started letting out everything he knew about himself and the Functionists. In Roller's words, he sang like a Solwing.

"I didn't know what it was at first. Awakening your powers is abrupt and violent. You aren't expecting it." Conflux told them. "I almost killed my patrol team during a chase through the water way of my hometown, the same when I gave my conjux a hug. Man, scared him half way to death when I nearly blew up his gun."

"What are your powers?" Zeta asked.

"I supercharge inanimate objects through touch and turn them into makeshift bombs that I can detonate at will. That datapad, this table and chair, one touch and it could be as lethal as an actual bomb." Conflux wiggled his slender fingers for effect.

"I thought travel to the colonies was banned to avoid the chance of the plague reaching Cybertron? How were you able to get passage to the planet?" Orion asked.

"How else? Steelheart. Once she learned of my abilities, she shipped my ass off the planet after pulling some strings to get me to Cybertron, regardless of the dangers she was putting the planet in. It's how she works, finding a fancy new outlier and digging her claws into them before anyone has a chance to react. Back then, it was just her, Obliteration, Nightwielder, and Firefight. They were and still are the heart of the Council, before the other joined." Conflux went silent for a moment. "I was there when the plague came to my world. I don't know how it got there, but...it was something I will never forget. Most of the people in my town were infected, and were slowly dying from it. My conjux was one of them. The disease has no cure, and it acts without visible symptoms; it simply eats at your body, causing your organs to fail one by one before snuffing out your Spark. I remained untouched, but I had the pleasure of watching my lover die in front of me. It's…it stayed with me. And I think it was how Steelheart managed to get me to join her group."

"And the rusting agents that we found at the munitions plant, were those based off the plague that attacked your planet?" Orion questioned.

"I think so. She probably brought a few bodies with her in a containment transport for study." Conflux shook his head. "It's a fate I wouldn't wish on my worst enemy, lest of all you and your friends. But I only just learned about that recently, along with the K-bombs she was developing. Steelheart was planning for an all out war with the senate if things reached a breaking point, and she wanted to make sure that our enemies were broken so badly that they would never want to face us again."

"That's insane. She could've infected the whole planet and caused the extinction of our race if something went wrong." Zeta said.

"Hence why she was doing most of the development on Epistemus. To avoid that outcome. You have to understand that between your Autobots and the senate coming down on us after staging that incident in Tarn-"

"Whoa, staging?" Orion cut in. "What do you mean staging?"

Conflux looked straight at Orion as he said this. "The Great Fire was not our doing. Sentinel Prime set that beast on Tarn, using an airship disguised as one of or carriers. It was a ploy to set the public against us and it worked like a charm. He's always been after us, and now he has reason to take military action against the Functionists. It was a declaration of war that Steelheart is all too ready to answer in kind. That's what the weapons were for, a counter-strike."

Orion and Zeta glanced at each other. They were right about one thing; war was about to break out between the Senate and Functionists and it wasn't going to be pretty. Zeta gave Conflux a hard look.

"Why are you telling us this?" She asked. "In fact, why did you surrender to us in the first place? We could've easily killed you and moved along."

"It's because I'm tired. I'm sick of this cold war we started with the rest of the planet. I joined the Council to enforce the order that Nova Prime brought about when he created the caste system, and because Steelheart is a hard gal to say no to. I got tired of the religious nonsense she was spouting and the cult they formed around outliers. I was sick of bots looking at me like I was a monster, and I was done with this pissing contest against the senate. Then I learned about the stockpiling biological weapons and that was just it." He looked up at them. "You Autobots have Steelheart cornered and now she's running scared because of it. You've essentially crippled her whole operation and now she knows she's vulnerable. The death of two more councilmen and my defection will spur her into action. If I'm correct, she's going take everything, from soldiers to assets and whole herself up in a fortress."

"A fortress?" Zeta echoed.

"Yeah, one that's located in the Primax peninsula. It was a repurposed fortress that once belonged to that barbarian group, the Razors, back in the Age of Evolution. Steelheart had meant for it to be a fall back place in case we were backed into a corner. There's going to be a lot of firepower, Pax. Artillery units, anti-aircraft weapons, and the outliers themselves."

"That goes without saying." Pax sighed.

"The council themselves are the most dangerous element there. Each council member is an outlier like myself, all twelve of us." Conflux said and began listing their abilities. Fortuity has danger sense and teleportation. Refractionary controls light. Faultline generates vibrations to create localized quakes. Limelight is a walking battery, able to generate tons of energy at once. My power is to channel energy into non-living objects and turn them into bombs. Repulsor's body was encased in an energy field that repels physical objects with force equivalent to how hard it hits her. Deathpoint can shoot anything in his line of sight, no matter what the environmental conditions are. Firefight had control over heat and flame. Obliteration absorbs energy and can channel it through his body to redirect it. Nightwielder has control over shadows. And Steelheart…she controls bioelectrical energy, a walking storm and is one of the strongest among us. Be very careful of her."

Orion nodded and stood up. "Thank you for this information, Conflux. You may have saved a lot of lives today."

Conflux shook his head and took Orion's offered hand. "It matters not to me. I just want it all to end. I don't want to see another home burned to the ground. Just make sure I didn't throw it all away for nothing."

"Don't worry. I won't fail." Orion promised, never sounding so sure in his life. "We won't fail this time."

XXXXXX

Kaon was a dangerous place, but only to those who were born weak. Senator Decimus liked to think he was born strong; after all, he was born of the right stock, a mech forged from the same metal as those of noble bots such as Nova Prime's primal sacrament. And here in the Badlands, as those foreigners dubbed his city, the strong should always be celebrated. And what better way to do that than celebrate the anniversary of his inauguration as Senator?

Decimus stood at the unveiling of his might golden statue, a grand structure that was built alongside the statues of those that proceeded him. The perfect way to show who was in charge in this wretched city. He walked onto the stage and waved at the applauding crowd with a smile, many of them his avid supporters and allies in the political field. They were the heart and soul of this city, not those slaves in the factories and mines. If they were in charge, everything would be burning by now.

"What an honor it is to be recognized this way." Decimus said proudly. "This is a glorious day for the House of Decimus-"

His speech was interrupted by the sound of a jet engine. Everyone looked up to see a blue jet fly over them low enough that the sonic boom he released knocked everyone off their feet. Decimus, outraged at this blatant disrespect for his authority, ordered his guards to shoot the ruffian down, only to find his security team dead at the feet of a purple mech.

"Howdy." Skywarp grabbed hold of the senator and teleported off the stage.

"Senator!" One of the guards exclaimed. "Hurry, we need to locate the senator and secure him! Contact HQ-"

A hail of blaster bolts from above caught their attention. Starscream and Thundercracker were launching a heavy bombardment on the crowd, firing their missiles at the statues and guards, sending them in a frenzy. Ill-equipped to deal with airborne threats, the security team could only run to avoid getting blown up or crushed by the crumbling statues. The two Seekers showed no mercy as they attacked everyone. There would be no witnesses.

Starscream flew in low and landed next to Skywarp in is robot mode. The outlier nodded to his commander. "We're clear."

Starscream smirked and glanced down at the kneeling senator. The politician was obviously trying to look strong, but was clearly afraid. "Not bad, hmm senator? Punch a hole in the sky and the masses are transfized, eyes wide, mouths agape-like a pack of startled primitives." He knelt down to stare Decimus in the face. "Including your security detail. Skywarp, secondary objective: mark it."

Thundercracker and Skywap aimed their laser cannons at the government building and started shooting continuous beams to burn a symbol into the stone. Decimus looked upon the symbol in fear and glanced up at Starscream. "W-why?"

"Oh senator. If I told you," Starscream grinned. "I'd have to kill you."

With their work down, Skywarp teleported them all away from the wreckage of the plaza; leaving behind a yard full of dead or injured bots and a Decepticon symbol etched into the government meeting hall. This was only a prelude to the chaos that would later follow.

XXXXXX

Alpha Trion sat in his office in the Hall of Records watching the news reports on the various incidents that followed after Decimus's kidnapping.

A groupof Minicons sabotaging the smelting factories. Local Kaonian police forces being assaulted by armed assailants across the state. Over a hundred deaths reported in Kaon's wealthy Kygan sector, the result of poisoning in the filtration system. Bombings in Styx and Mytharc. Raids on the highways connecting Ky-Alexia and Kaon by bandit gangs. Transportation systems attacked by unidentified flyers.

It was just like before with the bombings before the Clampdown. But here, the intent was clear, as was the perpetrator. A sharp, angular purple symbol; an insignia that Alpha Trion realized was modeled after the face of Megatronus, the Fallen. The Decepticons.

Trion scowled, he seemed to be doing that a lot lately, and looked at the Oracle. The tome was open on his desk, but he did not read it. He knew what was coming next. The endgame. The Oracle refused to show him the future past the next day.

He could practically hear Sentinel Prime's enraged screams from the Decagon. Trion would be lying if he said it didn't give him some satisfaction.

XXXXXX

When all sources pointed to the convergence of all Functionist groups gathering in the Tyran peninsula, the SOC realized that Conflux's information was 100 percent accurate. Steelheart was holding up in the Primax fortress for a last stand against her enemies, with all of her military assets present and ready for combat.

Zeta ordered a full mobilization on the fortress, a frontal assault. Halogen offered some vehicles and soldiers from the Nova Cronum militia. The Manganese Mountains were all abuzz with activity as a fleet of orbital carriers were being boarded by almost two city's worth of bots and gunships armed to the teeth. This was possibly the final battle, and this knowledge made a lot of people nervous and antsy.

"I don't think I need to tell you all to come back alive, do I?" Zeta asked as she and Orion walked into the hangar bay.

"No, you don't." Orion said. They stopped behind the dropship that the Autobots were using to fly into the area.

"But I'm going to say it anyway. Watch each other's backs and stay alive." She said. "That's an order." She gave the other Autobots a look as she said this. "This will be the hardest battle of your military careers. A literal warzone. If things start going south, just take out Steelheart and her cronies."

"She says that like it's easy." Skids muttered. Roller elbowed him and leaned back in his seat.

"We know, Zeta. Now can we get going? Skids is about to lose his mind here."

"Shut up, Roller!"

Orion smiled at them and gave Zeta a salute before entering the dropship to sit next to Elita-1. Zeta wished them all good luck one last time as the aircraft started taking off. She and Halogen watched from the foot of Mount Killia, as the carriers and gunships floated into the air and flew towards the peninsula due east.

Inside the dropship, the Autobots all sat in silence. No one wanted to say anything. Each bot took this brief moment to either pray, plan ahead for any unintended outcomes, or just enjoy each other's company. Shadowkat and Skids prayed, both to Primus and Shadowkat's deceased lover Blackbeetle to give them strength in this fight. Chromedome said a mental goodbye to his old partner Prowl. Roller sat back in his seat and rest his eyes while Windcharger fiddled with his gun. And Orion and Elita-1 sat together for what may be the last time.

'Don't worry, Elmeth.' Orion thought. 'I'm going to avenge you. Once this is over, Sentinel will be next, and then Cybertron can finally enter its new age.'

XXXXXX

It was almost an hour before the army reached Ky-Alexia's airspace, and then the fireworks went off as soon as they were within eyesight of the fortress. It was like a small, archaic castle reaching at least two stories into the air, with a small city surrounding the building like a modern city-state, only these were curved and fluid looking in design, with heavy plates covering the once firm tensile infrastructure. The place was centuries old, but the Enforcers had clearly modernized it to some degree, as anti-aircraft guns and missile pods rose up from het buildings and ground to open fire on the approaching army. The carriers deployed their gunships and aerial bots to combat the enemy flyers that the Enforcers sent at them, while dropships were lowered to the ground to deploy their troops.

"Drop us off here!" Orion shouted to the pilot. Their transport settled near the ground and the Autobots jumped onto the ground just as a laser guided missile blew the shuttle up, blasting them away. Orion hit the ground hard and called to his team. "Is everyone alright?!"

"Just barely, Pax!" Roller shouted over the laser gun fire and explosions. "What do we do now?"

"We have only one job here, and that's to eliminate the rest of the Council." Orion pointed at the castle that loomed over the battlefield, its large shadow casting an ominous darkness over the fighting soldiers. "They're probably monitoring the battle from in there. We fight our way towards the fortress then we'll initiate phase two."

Shadowkat looked up at the towering castle and narrowed her eyes. Her keen optics caught sight of something pushing open the doors on the second floor and step out into the evening light. "Guys, I think one of them is going to meet us up close and personal."

The large figure jumped off the balcony and ignited the boosters in his boots, flying towards the invading forces. It was a large suit of armor, decked out with two shoulder mounted plasma cannons, a rail gun on his left arm and a rocket launcher on his right. Inside was the outlier, Limelight, who was piloting this prototype armor that was based off the Elite Guard's Apex armor units. He crashed to the ground and fired the first volley of rockets at the front line of SOC troops, annihilating most of them in a wall of flames. He led the Enforcers in pushing back the invaders in a slow march, taking energy bolts to his armored body like they were nothing.

"Well, at least he made out job easier." Chromedome quipped.

"Not the time, Chromedome!" Roller ran forward and fired three heat seeking rockets at Limelight. They hit their target perfectly but the outlier just walked through the flames with little more than a scorch mark on his ivory plated chest where the rockets hit.

"There you are!" Limelight said and charged at the Autobots. They jumped apart as he jumped on them with his large fists, missing them but creating a deep hole in the ground with his fists. He spun around and pointed his cannons at the girls, but Roller leapt on his back and started punching his face. It didn't do much more than amuse Limelight, and Roller was grabbed and thrown into the ground. Orion leapt at him and swung his battle axe at his knee, but even the armor's joints were heavily plated. "You savages don't learn from your mistakes, do you?"

"Shut up!" Shadowkat pounced on him, but Limelight fired a suppressor from his rail gun, catching her in the chest and negating her powers. She fell to the ground and rolled away to avoid his large foot coming down on her.

"Don't think we weren't prepared for you, beast. It was only a matter of time before you came running back for revenge." Limelight spat. He felt more laser bolts and plasma bursts hit his head and back courtesy of Elita-1 and Chromedome shooting at him. "I've had enough of this!"

Limelight focused his optical targeting sights on them and fired a second volley of rockets. They scattered to avoid getting blown to pieces, but the explosions threw them off balance and nearly did enough damage to bring them down. He felt something hit the back of his head and glanced back to see Skids holding a remote in his hands.

"And what are you doing to do?" Limelight sneered.

"Me? Nothing." Skids smirked.

Limelight looked at him puzzled. "Excuse me?"

"I don't have to do anything. Except press this button." Skids pressed the button on the remote.

The armor seized up in an electrical surge that paralyzed its motor-servo systems and Limelight grunted in pain as he felt the electricity travel through his nervous system as well, since he was mostly powering the armor's power source. He fell to his knees and tried to move, but he could barely make his arms twitch due to the tremendous weight on his body now.

"You may be a walking battery, but your armor still runs on electricity. A tiny EMP charge on a neuro-helmet is enough to drop you like a rock and short out your fancy armor." Skids said smugly. "Now, Shadowkat?"

Limelight turned his head and saw Shadowkat lunge at him and kick him in the chest. The only difference was that her body phased through the armor and made contact with his body, sending him phasing out of the armor and falling onto his back. He hit the ground and she pounced on his, slashing at his throat with his claws and severing his vocal circuits. One sword thrust into the head later and he was dead in seconds.

"Nice job, Skids." Windcharger grinned. He looked at the armor that was kneeling on the ground. "But what do we do with the armor?"

Skids looked it up and down, and gave his comrades a cocky grin. "Dibs."

XXXXXX

As soon as the message was sent, gladiators and Decpticons flocked to one of the ancient arenas on the outskirts of Kaon. It was an old arena that used to host ceremonial matches between fighters from different city-states back in the past as a sign of unity and sportsmanship. Global events that were supposed to be enjoyed by the masses, but weren't as bloody as modern matches. Upon the decision to make pit fighting illegal, it was left abandoned to rust, and the local crime syndicate didn't try to use the place to host matches because it was too public. But considering the history it had, Megatron thought it would be nice to have what he thought to be the most memorable night of his Decepticon career in a place as sacred as the Master Arena.

Megatron and Nightshade walked through one of the side entrances towards the main platform discussing their next move. Despite what people thought, this wasn't going to be some battle royal. No, Megatron planned for this to be something more.

"Are you sure you want to do this publicly?" Nightshade asked. "We could easily just kill him over a life broadcast without exposing ourselves. It's safer that way."

"If I wanted to take things the safe route, I'd be dead at the bottom of the mines by now. I'm here to send a message to our brothers and sisters, not hide behind a camera in some hidden location." Megatron said. "Now, go meet up with Soundwave. He'll tell you how we'll go about this when things get started."

Nightshade frowned but nodded and walked back outside, passing Starscream on the way. As the Seeker neared him, Megatron gave him a stern look. "Starscream, is your task complete?"

"Y-yes, it is. But I just don't understand the 'why' of it all." Starscream inquired.

Megatron smirked and clapped him on the shoulder. "Just remember what we agreed. You could say that we're sending a message."

There were nearly a thousand bots in the arena. Many were Decepticons, but some were just a bunch of outlaws and vagabonds looking to make some quick shanix from a few fights and such. Despite the mix-matched crowd, the thunderous cheers they gave were genuine nonetheless and made Megatron even more pumped for what he had planned. With a few drones recording his face on the monitors, he stepped out into the light with Starscream and Soundwave flanking him. He waited for his audience to settle down before speaking.

"I want to ask each of you a question-why are you here?" He asked, walking down the stairs to their level. He looked at each bot he recognized as he listed off their birthplaces. "I come from Tarn. You come from Vos. Altihex, Uraya, and Kalis. Here we gather in Kaon and so we bring our misery together-and we fight. We are the forgotten, trying to forget. Forgotten-until you stand with a blade in one hand, a throat in the other. Then you remember. You feel it-you are alive!"

The crowd hung on his every word, many of them looking at him with a reverence that one would normally reserve for a Prime. "We can wear badges. Join teams, fight and kill. Then the badge comes off and you crawl home. Assembled here, I see strength. Power. The most dangerous cybertronians alive." He gripped the Decepticon symbol chained around his neck and held it up. "So what if the badge never came off? What if our new arena was the entire face of the planet? What if there was one badge for all of us? And instead of fighting each other, we attack those that put us here…and we take what is ours!"

His words brought out more shouts and cheers, raising their fists in agreement. Megatron nodded and continued his speech.

"Would you have the bearings for that? Would they?" he waved a hand at Senator Decimus, who was being dragged in by Skywarp and Thundercracker. Everyone spat vile curses and death threats the senator's way, fully intending to carry out their threats to the letter. "Look at the fear. The self interest. The loathing for us, loathing for what they have created. Fear for what will happen. We are without fear. And we will make out mark upon this world!"

Megatron walked over to Decimus and grabbed his head, pulling it back to show his face. "Why don't you all get started on making an impression?"

The bots closed in on the senator, brandishing large fists and claws and teeth all ready to rip him apart. But the impending massacre was averted when the roof was blown in and a platoon of Elite Guardsmen flew in on tow cables and wings. More soldiers busted in through the various entrances and fired smoke grenades to hinder their targets' vision. EMP grenades were fired at those who tried to escape.

"Elite Guard!" Motormaster yelled, punching a mech in the face that tried to grab him in a chokehold. He swung his sword and cut two more bots in half. "Everyone, evacuate the building!"

"Run where?" Starscream coughed. "I can't see a damn thing!"

Megatron scowled as he saw most of the gladiators and criminals get brought down with relative ease by the well prepared Guardsmen. Many were knocked unconscious and had inhibitor clamps stuck on them to deactivate their T-cogs. Then he saw the senator crawling away to safety.

"If we're not getting out of here, then neither is your precious senator!"

Megatron charged at Deceimus, cutting down anyone who tried to stop him. Three mechs grabbed his legs, but one of them had his head crushed underfoot by the larger mech. More and more soldiers piled on top of him to slow his charge, and though at least five had met their end at the point of his sword, their combined weight actually brought him down.

"I'll gut every one of you!" Megatron growled. Prowl ran up and attached an inhibitor claw to his back, but took a backhand that nearly dislocated his jaw.

"Restrain him!" Prowl ordered. Lightspeed and Hound quickly grabbed Megatron's arms and clamped a pair of stasis cuffs onto his wrists, pulling his arms behind his back. When Megatron was finally restrained, Prowl got to his feet and called it in. "Sentinel Prime, sir. We have him."

Sentinel Prime marched into the arena, his bright orange armor covered in a thick layer of outer armor that was black and dark red, his mouth plate in place. He completely ignored the whimpering Decimus in favor of studying Megatron up close for the first time since hearing about him.

"So this is Megatron, huh? The big bad himself?" Sentinel snorted, looking down at him. "I don't see it."

"Keep…looking!" Megatron hissed, glaring up at Sentinel with all the hatred he could muster.

Sentinel wasn't impressed. "I thought he'd be bigger." He turned and walked away. "Process him."

Megatron was pulled to his feet and escorted out of the arena. But as he was marched out into the cold night air, he couldn't help but give a little smirk. Too easy.

XXXXXX

If Regalia had a face, it would be etched in a scowl at the sight before her. The battle wasn't going well for either side. The SOC forces were steadily encroaching upon their territory but were slowly being eradicated by the artillery units that were holding them back. The anti-air guns and particle cannons were doing significant damage to the carriers, but were no match for the enemy aerial units, and then there was the thing with the Autobots edging closer to the castle.

"Limelight's dead." Refractionary said.

"I can see that." Regalia replied. "I'm not surprised. His combat skills were disgusting and he barely had any business skills either. We're better off without him."

"Not to mention his armor is being used against us." Refractionary pointed to the large armored suit punching a line straight to the castle, taking out whole groups of Enforcers with the weapons that were designed to defend them in the first place. Skids was making good use of his new toy. "At this rate, we'll be at a stalemate, while the Autobots come to pick us off one by one."

"Then let's tip the odds in our favor." Regalia summoned a geyser of water under her feet. "Go take care of the air units. I'll have Faultline deal with our renegade armor."

Refractionary nodded and jumped out the window, transforming to her jet mode and flying towards the heart of the aerial chaos going on in the skies above. The light warped around her and started shooting down any flyer that wasn't bearing the Enforcer symbol, weaving through a web of lasers and missiles as she started attacking the weapons systems on the carriers.

As for Regalia, she jumped off the balcony she was standing on and propelled herself forward on a jet of water across the battlefield. Skids had no idea what hit him when a ton of water crashed into him and slammed him into the ground with enough for to leave his imprint in the ground. Regalia surfed along a continuous wave as she forced Skids into the ground.

"This should be a lesson to you. Don't try to fight against a goddess." Regalia said. She waved her other hand to cut a piece of metal that was thrown at her from the left and looked down to see Windcharger coming at her with pieces of a mobile tank floating around him.

"Come at me bro!" He yelled.

"Foolish robots." Regalia sneered. She was about to impale the ignorant mech on an ice spike when she was almost shot out of the air by a particle beam. She fell to the ground to avoid the follow up strike as Chromedome rolled into view on a mobile particle cannon that used to shoot down the flyers. Chromedome continued to keep her running with constant attacks along with Windcharger.

"Ow." Skids groaned. She stood back up and pointed his rail guns at Regalia. "That wasn't nice you glitch!"

"Hyaa!" Faultline jumped on top of him and nailed him in the protected face with a punch that rattled the whole armor. Skids slid across the ground and quickly kicked her away to avoid getting slugged a second time.

"That hurt." Skids grunted.

"It's supposed to little mech." Faultline replied and rushed him.

Orion, Elita-1, Roller and Shadowkat watched them fight off the two outliers the best they could. Up above, Skyfire's squadron was duking it out with Refractionary and her intensive light powers.

"You think they need help?" Kat asked.

"No, I think they have this handled." Roller nodded. Skids certainly was enjoying that armor a little too much though.

"Let's get inside the castle and finish this. Our forces can't fight like much any longer." Orion said and led the team in through the massive front doors of the castle.

XXXXXX

The interior of the castle looked in much worse shape than the outside. The main hall looked old and derelict, with the walls and floor rusty and worn from constant exposure to the salty sea air from the east. The windows held the remains of stained glass shattered during the centuries that were in between the castle's abandonment. Aside from a few fresh footprints, it looked like no one had really bothered to rebuild this place at all.

"Where is everyone? I thought this place would be crawling with at least two dozen guards or something." Roller said.

"Maybe that glitch doesn't see us as a big enough threat." Shadowkat spat, fingering her photon rifle. "I can't wait to tear her chest open."

"Let's just focus on finding Steelheart first, Kat." Elita-1 said. She tried to fight down that sense of unease blossoming in her chest, but it was getting pretty evident that things weren't going the way they expected.

They walked deeper into the room and yet they encountered no traps, no gun turrets, and no surprise attacks. Orion scanned the room and could find no life signals either.

"Anyone seriously thinking we just walked into a trap?" Roller asked.

"Don't jinx it Roller." Orion whispered. The only light present in the hall was that coming from the moonlight seeping through the windows. "Still, be on your guard. Let's check the second floor."

Elita-1 took a deep breath and stepped onto the large black carpet near the throne room. As her foot touched the carpet, the floor erupted under her and Shadowkat. Their startled screams were quieted as they were swallowed up into the floor and vanished within seconds. Orion and Roller raised their weapons as the shadows gathered and formed a solid figure before them.

"Nighwielder." Orion growled.

"What did you do with them?" Roller demanded.

Nightwielder said nothing. Instead he willed the shadows to circle around his body like a long black cloak. A piece broke off and formed a large scythe in his hands, which he twirled over his head with ease. Then he let out a terrifying shriek and charged at the two mechs.

Elsewhere, Elita-1 and Shadowkat were being transported through the shadows. It was like being blasted in the face by hot air and rushing head first through a hurricane, the scent of sulfur filling their senses and their vision covered by darkness. It was only a few minutes but felt like an eternity before they were ejected back into the physical world. They were pushed onto the ground hard, and Shadowkat got to her knees to check on her partner.

"Elita, are you okay?" She asked, coughing slightly.

"So we meet again little kitten."

Shadowkat and Elita-1 froze and looked up at their host. Steelheart stood just a few feet from them, lacking her extravagant coat and looking like an animal poised to strike at its prey. They jumped to their feet and pointed their weapons at her.

"So you're ready to fight. Good. I won't be disappointed in killing you two then." Steelheart drew her long sword from her back and pointed it at the two femmes. "Come at me, traitors. I want to see the light die in your eyes as I kill you!"

XXXXXX

Kaon's Security Headquarters was having a very busy evening. The massive influx of prisoners from Sentinel's raid were flooding in and everybody on hand were moving at full gear. In an unprecedented move, the senators from the five Badland cities (Senators Ixion of Tarn, Decimus of Kaon, Proteus of Mytharc, Raja of Styx and Tantalus of Simfur) were going to have an emergency meeting to place the criminals and trial, starting with Megatron. They wanted to convict him and send his aft off planet as soon as possible before anything could go wrong, and Sentinel was inclined to agree with that notion.

Hence the need to cram nearly a thousand prisoners into a cell block designed to hold only two hundred. To say it was cramped was an understatement.

"But we passed capacity thirty minutes ago!" The police captain complained. Sentinel wasn't having it.

"Look, prisoner overflow doesn't mean we that we lay down tools, it means we get creative!" He growled. "Priority ones are secured. Priority two needs anything with a lock and a door. Clear it, secure it, and fill it!"

Starscream grunted as someone's elbow dug into his lower abdomen and pushed the guy away before glaring at Megatron, who was staring hard at Sentinel Prime. He was surprisingly calm-almost too calm for Starscream's case. This annoyed the Seeker.

"Tell them something." He hissed. He nudged Megatron in the arm. "Damn it, we're all in here because of you! Tell them something!"

Megatron waited a few seconds before leaning in towards Starscream and whispering something to him. Starscream's face morphed into one of surprise before he gave a wry smirk that would make Knockout proud.

Meanwhile, Sentinel was skimming through each prisoner's information with face scans before stopping in front of the ever silent Soundwave. "This one?"

"We've got a free man, sir." Prowl said, pointing to Soundwave.

"Are you sure?" Sentinel asked, frowning at the stoic mech.

"Senate directive says this one walks away." Prowl confirmed.

"Damn beauracrats. Fine, he can walk, roll slide out on a trail of grease. I don't care." Sentinel frowned. The guards escorted Soundwave from his cell wand walked towards the doors, passing by the irate Prime. Sentinel gave him a rough shove. "Beat it."

"All right. This is a zero tolerance zone!" Ironhide yelled, slamming his baton across the laser bras. "Any resistance and you crack down immediately. Shock restraints will immobilize you one by one. So play nice!"

"Psst…hey, hey!" Starscream whispered, motioning Ironhide to come closer.

"What?"

"You need to hear me out. I have something I need to tell the senate." Starscream whispered. "Take me to them. I have something that guarantees their future-and mine."

Motormaster frowned as Starscream was escorted from the cell and out of the cell block. "Megatron, what did you tell him?"

Megatron watched Starscream go with a passive expression before leaning back with a smirk. "Everything."

XXXXXX

Starscream was taken to the citadel on the top floor in the atrium where the meeting was taking place. He stood in the middle of the chamber in front of members of the government that caused Cybertron so much grief in the past. Though he was largely exempt from being the victims of the senate's slag because of his Seeker status, Starscream didn't respect these people any more than he did Jetfire.

"Let the special hearing of the 117th senate be marked in commencement." Senator Proteus announced. "Prisoner Starscream of Vos, I am required to list your charges as follows: assault, murder, armed robbery, destruction of state property, inciting civil disobedience, extortion, kidnapping, receiving and selling stolen goods, passing counterfeit funds, firing upon a state senator, multiple accounts of attacks on state officers and state property, supplying known criminals with illegal weapons, vehicle theft and misrepresenting yourself as a state official."

"Heh. Nobody's perfect." Starscream shrugged. "But, um, you aren't going to call my sister after this are you?"

"You risk much coming to us." Proteus said in a hard voice.

"I know! Deadscream's gonna rip me to shreds when she hears about this." Starscream huffed.

"Why did the prisoner seek an early hearing?" Asked Raja.

"I was eager to see how the other half lived." He grinned and nodded in appreciation. "Very nice."

"This chair holds the prisoner in contempt!" Decimus shouted, still sporting the damages he acquired from his earlier imprisonment. "I suggest a movement to expel the prisoner and return him to confinement-"

"Hah!" Starscream shouted. "Do your empty chairs also hold me in contempt?" He lost his smirk and got serious. "Listen up, I am here for a reason. I have a message for all of you. From all of those in your cells. Through your own interests you created this. You brought us here. You didn't just make it possible-you made it happen. All we did was give it a badge!"

"Take him away!" Proteus bellowed.

"Oh," Starscream raised his arms and unfolded two laser cannons. "I don't think so."

The senators cried out in alarm as Starscream brutally murdered his two guards and made to run. "Security! Security!"

The doors were blasted open, revealing Nightshade, Soundwave and his Minicons. She pointed her rail gun at Proteus' head and smirked. "I don't think that's going to help."

Down below in the cell block, faint explosions could be heard. The guards looked around concerned, unsure of what was happening.

"What's that?"

"Phase two for us," Megatron grinned. "The end for you."

Back in the atrium, Nightshade tossed aside Decimus' brutalized body down on the smoking pile of corpses that were the esteemed senators of Cybertron. The government of Cybertron that had ruled for 117, 000 stellar cycles, killed in less than ten minutes.

"That was refreshing." Starscream said. "Destruction of the old way starts with the self, eh senator?"

"Stop fooling around and continue with the plan, Starscream." Nightshade ordered.

Starscream frowned and shifted to his jet mode, blasting a hole through the wall to fly outside and made his way towards where the cell block was located. "Stick to the plan? I'll give that cretin a plan." He grumbled.

In the cell block, the guards were restless as they tried to contact the other squads without much success.

"Comm's out."

"Something's wrong. Signal the others."

Megatron was ecstatic at this point. "Oh destiny, how it pleases you to caress a few and molest others. In the mines we had no idea that destiny must be harnessed, kicked, and ridden until it takes you in the right direction. Not just where we want it to go, but where you force it."

The walls behind the guards were blown in and Starscream glided in on boosters in his feet. He kicked one of the down mechs in anger and huffed.

"Amateurs."

"Starscream, don't waste time! All levels. All crimes. Open all cells-free everyone, not just those that came in with us." Megatron ordered. "Today is the day we blow in the wind. Today is the day we harness Kaon!"

Starscream pressed the touch pad on the terminal and opened all the cells in the prison block, from those with minor crimes to those who were set for state execution. Megatron stepped out of his cell and stomped on the head of one of his jailors.

"Today is the day we ride!" He roared and the bots let out a collective cheer.

Soundwave and his Minicons entered the hall with crates of weapons given to them by Swindle. Rumble and Frenzy handed the escapees their weapons one at a time. As per Megatron's orders, each bot got a weapon and a badge. They were freed by him, they owed him their new lives, and thus their loyalty was his. It wasn't much of a problem for the free bots. They wanted payback for the slag they went through at the hands of the senate and upper castes, and he was giving it to them.

Nightshade wheeled a cart over to Megatron, a rare grin on her pretty features. "Megatron? I have something you might like."

"Oh?" He said, interested in what she had to offer.

"I noticed that you often lead with your right arm, and after that little disaster with the acid spitter, it's gotten you into some trouble in past matches. So I had the folks over at the Kilgax munitions plant fashion something for you."

She opened the case and Megatron couldn't help but whistle at its contents. It was a pitch black fusion cannon, but with a simpler, sleeker design than the bulky mess that the Elite Guard would normally use. It was custom made, its design based off the MK 2 cannons that the Primal Vanguard used in their more…adventurous operations. Megatron picked it up and attached it to his right forearm, relishing the feel of its systems connecting to the neuro-net in his arm.

"Yes, this is nice. Powerful and simple. My kind of weapon." Megatron smiled. He gave a grateful nod to Nightshade. "You've outdone yourself, Nightshade."

"It's just something to make sure that a fair fight is the other guy's problem." She smirked.

Megatron pointed his newly acquired fusion cannon at the wall and willed it to fire. It released a bright violet beam of energy that tore a large hole in the reinforced wall with ease and gave his new army a doorway to the outside world.

"Megatron, we await your command." Starscream said.

"Fall on them as predators do prey." Megatron swept his arm across the vast expanse of Kaon. "Show no mercy. Everything, all of this…burns!"

The Decepticons with aerial alt modes jumped out of the hole and flew into the city skyline to fall upon the unsuspecting populace like a ravenous storm. Ground based Cons ran for the elevators and stairs to reach the ground level to do their fair share of damage. Megatron, Nightshade and Soundwave gathered to watch the chaos unfold.

"Wake up Cybertron," Megatron whispered as the screams and explosions began. "Your era is ending."

XXXXXX

The battle of the Primax Peninsula was still going strong, with both sides already facing several casualties. The sky above was lit up by the flaming wrecks of flyers and carriers, most of it SOC personnel felled by the outlier Refractionary. The white femme was engaged in a fierce dogfight with Skyfire's squadron, missile fire and laser bolts clashing with Refractionary's constant photon beams and hard light shields. It was a tough battle, but not as chaotic as the one on the ground. Though many soldiers were fighting amidst damaged buildings and ravaged streets, most of the damage was caused by the three Autobots fighting the two outliers. One such Autobot was not having a good time.

"Oh god!"

Skids was knocked to the ground by the tank that Faultline had thrown at him, and it was only because of his armor that he avoided getting crushed from the intense weight. Faultline rushed forward and threw two punches into his face before he caught her wrists and fired a rocket from one of his launchers. She took it straight to the chest, but shrugged it off and kicked him in the chest. He responded by slowly squeezing her hands to their breaking point, but she didn't seem all that affected.

"Even with that armor, you're nothing special." Faultline said haughtily. Skids tried to push her back, but she stood firm like a boulder in a hurricane.

"I don't see you doing a very good job of fighting me back." Skids grunted. This femme was strong, even by outlier standards.

"You haven't seen what I can really do!" Faultline stomped her foot on the ground and Skids felt his whole body vibrate before they were both thrown into the air by an upturned plate of metal. With his center of balance gone, Skids was left open to the one-two combo Faultline dealt him, dealing him two punches to the face and chest that had his head ringing. She tore off his missile pod and smashed it against his head before dealing an axe-kick to his armored shoulder that sent him crashing to the ground.

"Ow," Skids groaned. Even through the Apex unit, he felt those punches. He saw warnings slash across his plexi-glass covering and jumped back to avoid Faultline's fist coming down on his back. In a move he barely recalled making, he swung his fist and punched Faultline square in the nose, sending her flying back through the doorway of a house and even through the back wall. Skids let out an excited "ooohhh!" and smiled. "What was that about being nothing special?"

"You're dead little man!" Faultline came charging back out of the house and rammed her shoulder into Skids, forcing him back out into the street. Skids held firm and pushed back, starting another deadlock maneuver once more.

Chromedome hit the ground hard enough to bounce off it once before landing on his shoulder. He hissed in pain and pushed himself up, looking up to see Regalia smack Windcharger aside with a water tendril. He landed right beside him, but recovered fast enough to deflect the icicles thrown at them.

"I'm getting sick of dealing with you!" Regalia growled. She waved her hand and brought up two large geysers of water from the ground, but felt something grab hold of her arms. "Huh?"

Windcharger grinned and pulled hard on Regalia, dragging her to the ground and sending her falling face first into the dirt. Chromedome snatched up a launcher from a fallen Enforcer and fired a rocket at her, hitting her arm and knocking her back down. Regalia kicked her feet and sent a jet of water at his head, but Windcharger twisted her arm behind her back and continued pulling until he tore the limb off.

"Grahh!" Regalia let out a pained scream and pushed her powers to her limits. Punching the ground, she had a geyser erupt under Chromedome and Windcharger, blasting them both off their feet and apart from each other. "You think a lost arm will stop me?!"

She leapt forward and fell upon Chromedome like a hungry Predacon. One slash of her arm and his head was separated from his body. She barely paid his body (or his falling head) any attention as she spun around to Windcharger, smacking him to the ground with a hammer-shaped water construct and hitting him again to make sure he was down. She swung her arms and gathered all the water around her before flinging a hail of icicles his way.

Skids was fortunate to catch sight of this and used his armor's strength to lift Faultline off her feet and throw her into the path of the icicles. Unable to really doing anything while flying through the air, Faultline was brutally impaled through the chest, head, legs and arms by Regalia's assault. Her body was mangled beyond notice as it fell to the ground, but Windcharger remained relatively unharmed, saved for a few broken bones. This didn't improve Regalia's mood at all.

"You peasant!" Regalia flew into the air upon a geyser and fired a spinning jet of water at Skids and caught him in the chest, pushing him off the ground and into the air. He was still unharmed, but he was horrified to see that the water was seeping into the thin openings in his armor's joints and helmet. With a wave of her hand, the water pressure inside his armor reached critical levels and there was a loud groan before the armor shattered, exploding apart and leaving him vulnerable to her next attack.

"No, no, no!" Skids gritted his teeth as his only offense was destroyed within just a minute. He saw Regalia fly towards him on a water jet and he gave another terrified "No!"

He shifted his arm into his grappling hook and fired it at her, managing to impale her right shoulder. Using his weight, he pulled himself towards her, bringing her off balance and granting him an opening to slam into her body. Regalia snarled and grabbed his face, squeezing as hard as she could while they fell towards the ground. Skids was angled beneath her as they hit the ground, kicking up a cloud of dust and gave a resounding boom.

Hitting the ground so hard had almost knocked Skids unconscious, but he remained online, just barely. Through his flickering optics, he saw Regalia standing over him, her face plate cracked, energon leaking from her shoulder where her arm used to be, and five icicles hovering behind her back, ready to strike.

"Any last words," She growled. "Before I gut you and your friends?"

Skids was worried for a moment, but to Regalia's puzzlement, his expression turned from fear into a smirk. "Can I ask you a question?"

"What is it?" Regalia huffed, positioning the icicles above his body.

"Do you know what a Headmaster is?"

"Wha-" Her question went unanswered as her head was blasted apart by Chromedome's pistol.

XXXXXX

Nightwielder was a monster. He moved as fast as the shadows he controlled, leaping through the air and disappearing the walls and floors. Orion and Roller tried shooting him with their plasma rifles, which were outfitted with spotlights per Conflux's suggestion as Nightwielder's powers were negated by ultraviolet light. Still, he moved faster than they could react, and eventually Orion was forced to fight him up close.

Orion and Nightwielder dueled with axe and scythe. Their blades clashed with sparks flying in their faces. Roller fired a few blasts at Nightwielder's back, but they passed through his body. Kicking Orion away, Nightwielder did a backflip and threw his scythe at Roller. Roller leaned back and let the scythe spin past him, but a quick flick of the wrist had the scythe flying back towards his back and landing a deep cut in Roller's shoulder as it returned to its creator's hands.

"Roller!" Orion spun his battle axe around his body and slashed at Nightwielder, only to be parried and get a kick to the face for it. He stumbled back, but was coherent enough to jump aside as four spears of darkness shot from the ground. He rolled across the ground as more spears followed his trail until he jumped atop the rusted throne and then leapt into the air as that too was torn to shreds.

Nightwielder prepared to jump at Orion and deal a swift attack that would at least cripple the Autobot, but he felt something warm on his back and turned to see Roller shining his spotlight on him. His shadow scythe dissolved in his hands and his body turned solid. Roller fired his rifle, scoring a few hits on the mech's back and shoulders before Nightwielder ran back into the shadows. He sunk back into the floor and traveled through the darkness of the throne room towards Roller.

"Pax, catch!" Roller tossed Orion the rifle just as Nightwielder shot up in front of him. Letting the scythe cut into his chest, Roller grabbed Nightwielder just as Orion shined the spotlight on them. He broke his arm with his strong grip and spun Nightwielder around so that he was facing the barrel of Orion's gun. "Shoot him!"

But he made a fatal error. Thought in the light, Nightwielder could not control his shadows, there was a small gap between his and Roller's bodies that was covered from the light. This little sliver of shadow allowed Nightwielder to control them and manipulate them into ebony spikes shooting from his back, stabbing Roller through the chest. Orion already knew that his friend was hurt and pulled the trigger.

"Roller!" He exclaimed, firing at the outlier. Nightwielder took two hits to the chest before flipping over Roller's body, his right hand shifting into an electrical cannon and shooting a concentrated electrical blast through Roller's back and out his chest, hitting Orion's rifle and destroying it. "Scrap!"

Nightwielder pushed Roller's body aside and advanced towards Orion Pax, forming his scythe again for the final kill.

Elita-1 knew that fear was a great motivator for getting people to do things that they wouldn't even consider in their lives, but she wasn't feeling very motivated right now. Even with Shadowkat by her side she felt that this was a huge mistake.

Steelheart was indeed like a storm, a thunder storm with her at the eye. Shadowkat and Elita-1 were forced to keep their distance as bursts of energy arced from her body, tearing up the floor under them with each slash of her sword. Shadowkat could use her powers, since the energy field surrounding Steelheart negated her phasing ability, and Elita-1 could barely do more than summon TK barriers to deflect the bolts and protect herself from Steelheart's mighty sword.

"Pathetic! Simply pathetic!" Steelheart spat, blocking a few plasma bursts from Shadowkat's neutron rifle and swinging her sword, missing Kat by a hair's breath but cutting apart an eroded statue of Galvatron. Shadowkat ran in close to stab Steelheart, but her arm was grabbed and she was slammed into the ground. "I thought that seeing the outlier you risked your life for would be fun, but she's just as useless as you are, kitten."

"Shut up you murderer!" Shadowkat snarled.

"Murderer?" Steelheart swung her sword and sent a jagged bolt flying at Shadowkat, only to have Elita-1 deflect it. "Is it murder to snuff out flies that start sniffing around my food? I didn't kill your sweetheart kitten, that was Firefight's doing. And you killed her not too long after."

Elita-1 flanked her and tore up pieces of the walls and floor, ripping apart bronze and iron statues of warriors past to throw at her at the speed of a bullet. Steelheart destroyed the projectiles and charged at Elita-1, trying to bisect her in one slash. Elita-1 put up a shield, but each impact of the sword against her defenses was like a punch to her brain. It hurt, and she felt herself getting dizzy.

"I got you!" Shoadwkat leapt at Steelheart from behind and threw a grenade at her. It exploded behind Steelheart's head and made her stagger into a wall, allowing Shadowkat to pull Elita-1 away from her.

"I should have dropped the bomb on you heathens when I had the chance, damn the consequences!" Steelheart snarled. Amazingly, she was mostly undamaged, but half of her face was badly burned, and her face plate, once clear and pristine, sported spider web cracks along her face."You, Pax, Sentinel, Megatron, you're all a bunch of savages going against the word of Primus! Blasphemers who think they can change god's world!"

"If this pisses you off, then don't set a monster on a city and expect no one to do a damn thing about it!" Shadowkat yelled. Steelheart fired a beam from her hands and blasted the two femmes against the wall, cracking it.

"I didn't set that monster on Tarn, you fool." Steelheart said. She shook her head, giving a low, maniacal laugh. "Primus, you're all fools. To think that the Primal Wellspring birthed you from its divine womb."

"What's so funny?" Elita-1 rasped.

"Your stupidity, dear child. We did not release the beast that killed half of Tarn's population. That was the work of Sentinel Prime."

"Sure, pin the blame on someone else." Shadowkat spat.

"You wouldn't be saying that if you knew what a person Sentinel was. He's a hardline warrior who hates us with a passion, and has connections to people even I wouldn't cross. He could set the entirely of the Badlands aflame if it meant that we would take the blame for it all. Just to get a chance to annihilate us and play the part of the hero." Steelheart shrugged and raised her sword. "But why am I telling you this? You're both going to be dead anyway."

Elita-1 focused hard on the sword and just as Steelheart brought her arm down, she telekinetically pulled the blade from her grasp. It caught Steelheart by surprise and thus she wasn't ready for Elita-1 using her own sword to stab her through the chest from behind. Steelheart stared at the blade sticking out of her chest in shock and then turned her gaze to Elita-1's blue eyes.

"RRRRAAAAAAAAHHHHHHH!"

The scream that Steelheart gave was like listening to someone lose the last shreds of their sanity. A wave of power flowed off her and pressed Shadowkat and Elita-1 into the wall even harder. Steelheart snapped the blade from her chest and threw it and the sword handle aside before firing a powerful energy bolt that blasted them through the wall and into another room. Elita-1 rolled across the floor until she stopped in front of an old, cracked mirror. Elita-1 saw her reflection in this mirror, she saw the fear in her own eyes, and it made her angry. Angry for being dragged into this nightmare by some religious despot using god's name to commit atrocities.

Clenching her fists, she spun around, only to see Steelheart lunging at her with one arm pulled back for a fatal strike. Elita-1, startled by her speed, had no time to react or defend herself. Then she felt that familiar sensation of something passing through her body and saw Shadowkat phase in front of her, standing right in Steelheart's path.

"Shadowkat!" She cried out.

Shadowkat gave her a warm smile, even as Steelheart's arm tore through her chest, crushing her Spark core. Feeling the life fade from her body, Shadowkat lifted one arm and pressed the button on the grenade she was holding. Knowing that Elita-1 could protect herself from the explosion, she allowed it to detonate and engulf her and Steelheart in the explosion.

'I'm gonna see you soon, Blackbeetle. Just wait for me.' Were her final thoughts.

"SHADOWKAT!"

XXXXXX

Kaon was burning. Starscream, his Seekers and the other Decepticon flyers were wreaking havoc on the city from above, their reach longer than their brothers and sisters on the ground. They targeted monuments, statues, estates, businesses, anything that the privileged upper caste had arrogantly lorded over the masses. Those who lacked aerial alt modes still had sufficient enough time to cause chaos on the ground. Nightshade had them form a line starting from the Council citadel and mobilized them outward in a strong line, with some bots moving ahead to take out any unwanted surprises. The local law enforcement and the Elite Guard were pushed to their limit as the lack of communication made coordinating a counterattack very difficult.

Sentinel Prime and his strike team were spread thin as they tried to quell the insurrection, but the constant air strikes and guerilla warfare tactics made by surprisingly competent gladiators made advancing towards the heart of enemy territory near impossible. They could even hope to face Megatron when they couldn't contact the other teams.

"Still no good, not a single damn channel!" Leadshot (cybertron Scattershot) shouted. He ducked under a missile and fired his shoulder pulse cannons at the attacker, who ducked behind a fallen statue for cover. "Just too many crazies. Are we even making a difference here?"

"Prime, what do we do?" Asked Hound.

Sentinel surveyed the area. Megatron was most likely coordinating the battle from the rear, near the citadel and park area. Nightshade and Soundwave were the ones on the front lines leading the steady barrage against the city, moving outward like a wave of death and destruction from the city square. Already they had done so much damage; attacking supply depots, collapsing bridges and highways, carpet bombing military installations and communications towers. He even saw a Seeker carry one of his mechs into the air before dropping him to his death.

"Prime!" Prowl called out to him. "What can we do?"

Sentinel scowled and transformed into his armored truck mode. "I'm going Apex. Hold the line."

He left his men fighting off the mob assault the base as he drove back through the war torn streets towards HQ. There was a vault at the back of the armory where the Apex armor units were stashed for exclusive use by the Primal Vanguard on missions. Sentinel smashed through the front doors before transforming and marched towards the vault, but was stopped by a guard with gold armor and a pyramid shaped head.

"Hold it!" He shouted. "You're going nowhere!"

"I'm Sentinel Prime you fool." Sentinel growled. "Requesting clearance of Apex facilities."

"Request denied, Prime." The guard said. "You need the senate's approval."

Fine." Sentinel took out his plasma cannon and blasted the vault door, along with the guard, to atoms before walking over the mech's smoking slag ridden body. "Thanks."

XXXXXX

Near the edge of the Decepticons' offensive push, Nightshade and Soundwave were making an attempt at attacking the Kaonian record hall where the city's financial and military information was stored under encrypted lock and key. Nightshade had sent Drag Strip and Dead End ahead to scout any openings in the defensive perimeter that didn't involve her getting shot out of the sky, and had to duck when a Seeker's stray missile went shooting over her head.

"This is madness." She muttered. She looked to her left to see Motormaster arguing with a Decepticon.

"I said find me the front line! Hell, any line!" He shouted, his sword red hot and coat in evaporating energon.

"Motormaster, it's chaos out there! We can barely find our own people let alone Mega-"

"Run away!"

"Fall back!"

They turned to see a group of mechs get completely destroyed as they were running down the street. They were killed by an intense missile strike that lit the street up in a massive fireball. They heard something heavy moving through the rubble, firing laser cannons in rapid succession. Nightshade and Motormaster shared an uneasy glance.

"What the hell was that?" Motormaster asked.

"Motormaster, you're on my six," Nightshade took out her assault rifle. "Breakdown, alert Soundwave to the situation and hold this position no matter what."

They ran down the street, climbing over the remains of a collapsed apartment building and turned a corner to see the avenue littered with Decepticon bodies, many of them either crushed or blown beyond recognition. Before either of them could be angered by the sight of their dead comrades, the sound of heavy footsteps put them on high alert as a large suit of armor stomped its way towards them.

It was Sentinel Prime. Donned in his Apex armor, he stood two meters taller than Nightshade, and dwarfed even Motormaster in size. On his back were four particle cannons, on his shoulder a missile pod, and in his hands were a pair of military issue pulse cannons. Right now, with his silhouette outlined by the flames behind him, Prime certainly lived up to his armor's namesake, the original Apex armor forged by the mythical Solus Prime. Inside it, he was essentially a walking artillery unit, and his HUD was complete with threat level assessments, power readings and communications. He glared down at the two Cons with unrestrained fury.

"Nightshade, I've finally found you, you filthy beast." He said, stomping over the bodies to reach her. "Where's Megatron?"

"Go to hell. You were too weak to face us with your bare hands so you need a fancy battlesuit to fight us? Some Prime you are!" Nightshade hissed.

Sentinel fired his pulse cannons, forcing Motormaster and Nightshade to scatter. While Motormaster transformed and drove away, presumably in fear, Nightshade went into beast mode and flew circles around Sentinel, firing micro-missiles from her wings that peppered the armored Prime with explosions. Sentinel fired three heat seekers in her direction, but she easily led them astray and escaped free. He growled in annoyance and followed after her, firing his particle cannons in repeating patterns to force her on the run. Push her hard enough and she'll most likely retreat back to Megatron. Soon, their little firefight had led to a large park that looked like someone had drove through it on treads, bordered by a large tunnel leading to the waterway that traveled over to a sharp downward sliding slope.

"Boost reserve power to comm system and repeat transmit the following message: resistance center line is broken-anyone receiving relay this message to all channels and issue a rally. This is where we push. Hard. Repeat, apex equipped unit is the spearpoint. Rally on me." He reported. He looked around for any sign of Nightshade, but found that she was gone. "She would run, the coward."

He walked into the tunnel, scanning for any signs of life, but could find none. "Broadcast to optic team lead, priority one target's location." He called. When he got no reply, he tried calling again. "Optic lead, do you copy? I said priority one's location. Optic lead…Hound?"

Just when he realized that he was cut off from any support units, the wall next to him were blasted apart and a silver tank drove full speed towards him. Caught by surprise, Sentinel wasn't fast enough to move as the tank's black cannon fired a powerful beam into his chest.

XXXXXX

Nightwielder's assault on him was more aggressive this time. His attacks were more widespread and destructive, throwing around whips made of darkness around him to slam into the ground and leave deep trenches in the floor, trying to smash Orion to pieces. Orion did a few backflips to dodge the quick attack, but he tripped upon his landing and Nightwielder was on him in an instant. His scythe came down on the Autobot leader, but Orion deflected the blade with his axe, the only weapon he had on hand right now. They traded a few blows before Orion was hit in the chest by a powerful shadow fist and skidded along the ground to the exiting hallway. As Nightwielder flew at him on a wave of darkness, he did the only thing he could do and ran.

Orion ran through the maze of hallways, past faded portraits and regal statues of knights, past the broken windows and the ongoing battle for dominance outside. He was still distraught over Roller's abrupt demise and was constantly looking behind him to see if Nightwiedler was chasing after him like some monster batch inhibitors would tell protoforms to get them to go to sleep. Around the last corner, Orion exited the hall into a large circular courtyard outside, and almost ran headfirst into Nightwielder's scythe.

He leaned back and let the scythe sail over his face before elbowing him in the face plate, cracking it. He swung his axe, but it passed through Nightwielder's body and left him open to his returning strike. It was only because of his training with Jazz that Orion was able to wave his body around the curved blade and pull out a combat knife from his hip compartment, stabbing it into Nightwielder's side. What later saved Orion from a retaliatory strike was a bright flash of light exploding from the second floor and crashing into the courtyard. In an instant, Nightwielder's body turned solid and Orion capitalized on this chance, swinging his axe and digging the heated blade into the outlier's neck, severing his head in one clean stroke.

Nightwielder's head fell to the ground along with his body, but Orion paid him no more attention as he gazed into the battle being fought just a few feet from him. Elita-1 and Steelheart were fighting like brawlers, both holding swords, though they were old and worn, and each clash of their blades sending out a shockwave that made Orion's bones shake. Elita-1 fought with a fury he didn't know she had, a rose colored aura around her body as she hacked and slashed away at Steelheart, with golden strands of energy hitting her telekinetic defenses like waves against a rock. In a move that would even make Yoketron proud, Elita-1 let Steelheart overextend her sword arm and grabbed the limb, leaping up to slam her knee into Steelheart's face. It was then that Orion noticed that she was missing her left arm.

"Is this how you treat your fellow kin? Someone who offers people like us salvation?" Steelheart said, kicking Elita-1 hard in the side and sending her hitting a statue at the center of the courtyard. "I'm doing god's work by granting outliers a place at the top of the world! Me, the messiah, who will bring order and stability to Cybertron!"

"You're not saving us. You're enslaving outliers for some righteous crusade, using Primus's name as an excuse to absolve yourself of sin!" Elita-1 roared, smacking her blade against Steelheart's. "You're a genocidal maniac. You're no messiah!"

"I AM A MESSIAH!" Steelheart shouted, leaping at Elita-1 and slashing a curved energy wave at her that destroyed the surrounding support pillars as she made her big push. "I AM THE ONE WHO WILL LEAD OUR PEOPLE ACROSS THE STARS! I AM THE ONE WHO WILL MAKE OUR RACE THE GREATEST IN THE UNIVERSE. I AM THE ONE WHO WILL SPREAD THE PRIMAL PROCHECIES TO EVERY CORNER OF THIS EXISTNACE!"

With each word, she continuously slammed her blade against Elita-1's defense, each strike a powerful shockwave that almost blew Orion off his feet. "All this, preserving Cybertron in its darkest hour, bringing order back to the terrified masses that lived in fear of a silent death. It was all my doing. Not yours, not the senate's, not Sentinel's, MINE!"

Her last strike shattered Elita-1's sword and cut her across the chest diagonally. Steelheart grabbed her head and slammed her into the ground over and over until Elita-1 was lying at the bottom of a crater, her body wracked with pain and warning messages flittering across her vision. Still, she held on strongly, if only to give Steelheart some parting words to piss her off.

"We aren't some cogs that can be thrown away on a whim, and Cybertron isn't some giant machine!" Elita-1 sneered. "That kind of thinking is what started this mess!"

Elita-1 shot out of the crater and threw a punch at Steelheart. Steelheart grabbed her fist and jumped into the air, spinning Elita-1's body around before throwing her back into the crater. She landed in front of Elita-1 and positioned her sword over her chest.

"As I've said, I'm simply doing the lord's work. It's people like you who think that by going against the law of nature, you're doing something good. But you're just causing untold suffering to Cybertron and her people. I will cleanse this world of such sinners…starting with you!"

Just as she raised her sword, Orion Pax leapt up behind her and brought his axe down on her head. Steelheart had no time to react as the red hot blade dug into her cranium and proceeded to cut into her skull, shattering her face plate. Energy discharged from her body, but Orion gritted his teeth and kept on cutting her body in half, not stopping until his axe blade had split her torso to her crotch and finally cut its way free.

XXXXXX

Sentinel was thrown to the ground by Megatron, and knocked his fusion cannon aside with his double bladed sword. He tried to stab Megatron, but the gladiator jumped back and shifted his hand into his spied mace, throwing the spiked ball into Sentinel's face and drawing first blood. Prime staggered back, but stood strong, though his mouth guard was slightly damaged.

The Apex armor unit barely protected Sentinel from Megatron's first attack, and now it lay in pieces at his feet as Megatron had literally tore it off him in an attempt to rip him apart. Now they fought in the middle of the park in one of the most critical battles of the modern age. Megatron quickly learned that Sentinel was a surprisingly competent warrior, but that wouldn't help him tonight.

"I've heard that we only gain wisdom through suffering," Megatron said, spinning his mace. "Well, tonight, I intend on making you very wise."

With speed betraying his size, he lunged at Prime and punched him hard in the chest, forcing Sentinel back. He stepped back a couple of paces before hitting the golden fence that bordered the steep drop of the balcony used for seeing the entirety of Kaon from above. It was a steep drop below, almost two stories to the ground, and one wrong move could mean certain death for the loser. Sentinel didn't plan on losing this far into the game.

"If you want to change things so much, Megatron, why don't you start with yourself?" Sentinel asked.

Megatron huffed. "Change? Oh, I've changed alright. This journey of mine has taught me many lessons…the most important being how people like you must be forced to change to survive. I see through wiser eyes now. Wise enough to see that this is the twilight of your era…and the dawn of mine!"

He threw a punch at Sentinel, who caught his fist and headbutted the Decepticon leader before punching him in the jaw. "Your ways, criminal? Don't make me laugh!" He kicked Megatron in the chest. "And when you've crisscrossed this planet with your thugs, what will you do then?"

He lifted Megatron over his head and slammed him into the ground. Megatron retaliated with a hard punch to Sentinel's crotch area that made the Prime double over for a moment.

"I will burn everything and remake into what this world is supposed to be!"

He pointed his cannon at Prime's face, but Sentinel grabbed his arm and threw him over his shoulder. Megatron crashed through the fence and fell over the ledge, but managing to hold onto the cliff. Sentinel calmly walked over to Megatron before reaching down and grabbing him by the neck to lift him up to eye level.

"You barbarians preach about being deceived, but this insurrection, this treachery is the worst deception!" Sentinel shouted. "I should've killed you myself ba-ack!"

Sentinel's words ended in a pained gurgle as Megatron stabbed a piece of shrapnel into his throat. He hunched over in pain, allowing Megatron to use his weight to pull them both over the edge.

"That's right Prime. We're everything you said," Megatron yelled. "And worse!"

They descended the entire drop, hitting the cliff face along the way. Megatron pulled Sentinel under him and used him as a buffer to take the brunt of the fall as they crashed into the middle of a highway. Their impact drew the attention of nearby Decepticons, who quickly called it in. Megatron was still operational, but Sentinel was barely able to make his finger twitch, multiple broken bones and most of his systems in auto-repair.

"I don't care why you fight for these people, this place, this order," Megatron grunted as he pulled himself to his feet, glaring down at Sentinel. "It must change. I will make it change. And whoever is in my path-Primus help them."

"Doesn't…*CHK* matt…ter…*GLKUK*…don't…mat-r…*skk…others…*schk*…come…" Sentinel wheezed through a severely damaged vocoder. He could barely move his lips.

As Nightshade, Soundwave, and the other Decepticons gathered around the crater, Megatron stood over Sentinel. "I don't think so, Sentinel Prime." He said and pointed his fusion cannon at Sentinel's chest. "It'll matter when they see what I've done to you."

With his piece said, Megatron fired his cannon and the grin he gave Sentinel was the last thing the false Prime would see as he became the first person to die at Megatron's fusion cannon.

XXXXXX

At the regional command post, Prowl was still trying to contact Iacon for reinforcements. Leadshot had connected a few powerlines from a generator to Prowl's transmitter to increase the broadcast signal to pierce the blackout hanging over the city. After a few minutes, their efforts were met with success.

"The boosting worked-Prowl, we're through to Iacon." Leadshot said.

Prowl nodded and switched on his transmitter, revealing the holographic profile of Ultra Magnus. "Ultra Magnus, this is Prowl. Can you read me?"

"Prowl, please confi *CHHT* do you *CHHHT*that backup, over?"

Before Prowl could reply, he heard Brawn yell "Incoming!" as a large Decepticon bomber flew in low to them. Fortunately, the Con didn't drop any bombs, rather it deposited, but he did drop something large at their doorstep before gaining altitude and flying away. The bots grouped around the payload and they all went quiet.

"What's wrong?" Prowl asked as he pushed to the front. "Talk to me, people, what's…oh."

Prowl also went quiet as he studied Sentinel Prime's corpse. It was severely damaged, with his mouth plate torn off, his arms and legs smashed beyond recognition, and a large smoking hole in his chest. Prowl scowled and closed his eyes.

"We're done here." He said and called Iacon. "Negative on back up, Magnus. Redeploy as an evac team. That's it for Kaon. We're pulling out."

XXXXXX

The morning sun rose over the horizon to shine its light on the countless bodies of dead Enforcers and SOC soldiers. The casualty rate was depressingly high on both sides, even though the SOC forces won the battle. The surviving Enforcers surrendered once they learned that Steelheart and Nightwielder were dead. Refractionary had vanished as soon as she got the news, flying away after shooting down two dozen flyers and dropping two carriers, Skyfire among them.

Orion and Elita-1 had dragged Roller's body outside and laid him next to the other fallen soldiers. The only thing that was left of Shadowkat was her tail, which somehow survived the destruction of her body. The remaining Autobots gathered around their fallen friends as Skids said a prayer in their memory. No one said anything after the prayer ended. They just stood there as the surviving SOC forces secured the area and piled more bodies into the heart of the fortress.

"This is a nightmare." Chromedome said softly. His headmaster form sat in his alt mode, head on the dashboard.

"At least we won." Windcharger said. "At least they didn't die for nothing."

"It would've been better if they didn't have to die at all." Skids grumbled.

Chromedome looked at Orion and Elita-1, who stood together in silence, and haven't said a thing since leaving the castle. "Let's just call it in. I want to leave this god forsaken place."

"No need to, Chromedome. I got the message."

Everyone saw Zeta's personal shuttle fly over the fortress and land. Zeta had disembarked before the landing hatch was even fully open. She was smiling, but that was gone as she saw Roller and Shadowkat's remains.

"I'm so sorry." Zeta said. "I was afraid that you all didn't make it, but…"

"Well, at least you have someone to thank." Windcharger said. "That's something at least."

Zeta pursed her lips and looked at Orion. "Pax, I know this isn't the time, but I've got some bad news for you."

"What is it?" He asked dully.

"It's the senate. I just got word from Iacon that the senate was massacred by Megatron and his Decepticons." Orion finally switched his gaze from the bodies of his friends to Zeta as she gave the report. "Sentinel Prime is dead, and the Decepticons now have control of Kaon. Megatron is giving a speech on all channels over the Grid as we speak."

XXXXXX

Megatron sat on a throne fashioned from the scraps of the ruined citadel, built for him by the Constructicons. Nightshade and Soundwave stood at his sides, waiting and watching as he addressed the Decepticon crowd that numbered in the thousands now. Mechs and femmes from all castes, mostly the middle and lower ones, hung on his every word as he spoke to them.

"I told you that we were stronger than them, and last night we proved that. What we have accomplished here; liberating Kaon from those elitist bastards and making the Elite Guard turn tail and run like cowards, is something that all shall remember in the coming cycles! Sentinel Prime and the senate are rusting in hell, and we are now in control of Kaon!" He bellowed. "After Tarn's burning, I swore to never let something like that happen again. That tragedy opened my eyes to just how deep this infection goes. No more will we be treated as drones or disposable tools at the mercy of inefficient politicians. We are now free to reclaim Cybertron's glory. We are individuals, cybertronians born from the same primal source. Our alt modes no longer dictate our fates, and neither do the so-called government. Kaon is now a Decepticon state, and soon the rest of the Badlands will bear our symbol as we march across the planet and bring true freedom to this world!

The crowd cheers and called out praise for their leader. Megatron smiled and stood up, letting the sunlight glint off his silver armor.

"Once we have taken control of this world, we will reach to the stars and bring about a new cybertronian empire that likes of which hasn't been seen since the Golden Age. Those inferior organic races that once laughed and jeered at us will be brought to heel, and they will behold our planet as a symbol of racial pride. We are the superior race, the mechanical master race that will remake this universe in fire and iron. Functionism is dead, and true peace will be brought through tyranny." Megatron raised his fist into the air. "We will never be slaves…but we will be conquerors!"

As their leader's declaration, the Decepticons raised their fists in victory and chanted his name as he gave his war cry.

"Decepticons! Transform and rise up!"

The end.

---

Now the Uprising has begun and Cybertron begins its downward spiral into chaos. Thanks for reading this story and being with me till the very end. I enjoyed writing this story and I hope you all stay tuned for the second story in this Prequel trilogy, Transformers: Defiance. That won't come until I've finished with Escalation. Now that I'm finally done with Uprising, I can focus on giving you guys two more chapters of Escalation and possible the first chapter of Distant Stars (if I can get to it). Until then, thanks for your support and until next time.

P.S. For those that are wondering, yes the Functionist Council is based off the Epics from the Reckoners Trilogy. Go read it, it's great!