Walking through the wintry landscape, the long steady strides of Skyfire feel as if he is covering miles to Spike and Sparkplug, who remain helpless in his clutches. As the large robot comes closer to his wrecked ship, the robot suddenly halts and looks towards the area with his electro-telescopic eyes.

"No one is guarding my ship." He utters to himself. "Where is Starscream and the others?"

As his eyes zoom in on the damaged section, he scans the ship with a thermal filter as he flips his robotic eyes to the color of red. Inside he now sees the heat outlines of the small group of Autobots rummaging around his vessel.

"Those are not Decepticons!" He gasps in amazement. "Who are they?"

Quickly Spike turns to his dad with a joyful grin as he over hears the robot's quite observation.

"The Autobots!" He tries to say to Sparkplug in a low voice. "It must be Huffer and the gang!"

"I'd scream for their help…" His dad replies in the same low tone, "But I'm afraid what might happen to us if we do."

Suddenly Skyfire's head jolts as if hears something else. His scanners now overlap his telescopic vision as he turns his eyes to the right and detects something else in the distance. He then takes cover with the human captures behind a large chunk of ice covered in snow. The massive robot is camouflaged well because of his white coloring and the fact that the boulder of ice is just big enough to hide him.

The Autobots standing outside the large ship also notice the incoming intruders and hold their guns out ready for a fight.

"Yo! Huffer!" Cliffjumper says, as he gets ready for combat. "We've got company!"

Bluestreak stands beside the mini red Autobot friend and keeps his gun ready as well. The other Autobots all come running out to have a look and notice the large plume of snow heading their way.

"Get ready men!" The orange mini bot commands. "On my command we'll take them out and…"

"Wait a minute…" Trailbreaker interrupts. "Decepticons don't come like that on the ground."

As the large cloud of snow finally reaches them and then stops dead in front, a familiar voice suddenly booms out.

"Autobots! Transform!"

The large group unfolds and wipes the snow off to reveal themselves to Huffer.

"Optimus Prime!" Huffer says joyfully. "Boy am I glad to see you!"

"What in the name of Cybertron are you all doing up here!" The Autobot leader points at him. "I thought I told you all to stay at Autobot headquarters…and now I find you at the North Pole…"

Looking over at Cliffjumper, Optimus Prime now becomes very stern and walks over to the small red robot.

"With a civilian who has no right being on a military recon!"

Cliffjumper hangs his head and keeps his gun low by his side. Wheeljack now blocks the leader's path and tries to explain.

"Look Prime, we all know Cliffjumper has done some pretty stupid things. But him coming here was necessary. We needed him because we weren't sure what to expect coming to this place."

"That doesn't justify leaving the base un-manned." Prime states as he folds his arms at him. "You could have at least left Cliffjumper at home to monitor the situation or relay your position to us while we were en route."

"True." The science officer says scratching one of his protruding metallic ears that flash when he speaks. "But wouldn't that be leaving a civilian in charge of the base? I fail to see how it would work any way you spin on it."

"Besides Prime…" Huffer now adds. "We've got bigger problems then you know. The Decepticons are back!"

"I know." The leader sighs as he turns away from them. "We've just had a rather vicious battle with Devastator. Archeville's men were trying to cover up the Project N secret, when the Constructicons came and nearly killed every last human on that base."

As he stops to look back at Huffer, he glances up at the wrecked space ship off to the side.

"It seems they were going to great lengths to hide this from us and the Decepticons. Even killing those that came close to discovering it's secret."

"Devastator?" Trailbreaker says with surprise. "You guys were fighting Devastator? That's a big bit of bad news for all concerned."

"Don't worry about it Trailbreaker." Hound snickers as he stands beside the Autobot leader and folds his arms. "Optimus Prime managed to knock him and that big laser cannon out of commission."

"Yeah man!" Blaster's voice suddenly cuts in.

The mini-disk/CD boom box transforms out of Jazz's hands as he holds him up on his shoulder. The robot unfolds to his robotic form and smiles as he stands on the snowy ground with his hands on his hips.

"We totally trashed them 'cons. It was a spectacular disaster that put a smile on ol' Blaster! Ya dig?"

Huffer just gawks at the orange-red mini-disk robot as he tries to understand what he just said.

"Dig?" He questions. "What in the hell are you going on about? Look we don't have time to shoot the dang breeze here! This ship here is totally gutted out, not to mention full of dead human soldiers."

Prime hangs his head with a great pain in his eyes as he hears the terrible news. More dead humans at the hands of the Decepticons, a waste of life that continually baffles the Autobot leader.

"I think we'd better compare notes here Huffer." Prime says as he lifts his head back up. "I want to know everything you've discovered here."

Huffer gives a slight sigh and looks up at the towering leader.

"We haven't really explored to much of the ship, but the one thing we do know is that these humans….well…they were killed with a powerful energy weapon."

"Like a plasma energy cannon?" Prime inquires as his eyes flash.

"Yeah….and you know who that is."

"Megatron." Prime states as he clutches his fist.

In the distance, Skyfire continues to observe the group as he keeps both Spike and Sparkplug in hand. The giant white robot gives a puzzling look at the two humans as he brings them up to his face.

"I do not know who these others are, but they don't seem to be Decepticons."

"They're not Deceptions." Spike growls at the robot in contempt.

"They're Autobots!" Sparkplug states proudly. "They're our friends!"

"Autobots!" Skyfire says with a shocked look.

Both Spike and Sparkplug gawk in fear as they notice the robot's facial expression soon contorts into a deep scowl. Skyfire now rises up from behind the large snow covered ice boulder and places both men into his lower chassis. The red tinted window section that looks like the cockpit of a massive jet. Inside the men quickly pound on the glass from the inside as they see the robot take out a large weapon from his right leg. The long black double-barreled weapon looks exactly like the one they saw being used many months ago during the first conflict with the Decepticons. Sparkplug suddenly realizes this is the transformer that Archeville has been getting his technology from.

"I think we just made a big mistake son…a very big mistake."

Skyfire leaps steps around the chunk of ice and points his weapon at the Autobots. With a pull of the trigger, he sends a huge double energy shot straight at them. The impact hits just below Optimus Prime and sends all of the Autobots hurling to the ground. As Optimus lies on the ground trying to recover from the blast, he sees Skyfire taking aim again at directly at him.

"Autobots!" Skyfire screams. "You must all be destroyed!"

Prime quickly lunges out of the line of fire as the second shot comes from Skyfire, as he does a roll on the ground he opens up his leg panel and takes out his weapon. He fires back at the massive white robot and manages to get him in the upper shoulder. The newly appointed Decepticon recoils in pain as the blast singes his metal plating.

"Autobots! Take cover and return fire!" Prime commands to the others trying to recover from the attack.

The group quickly dives to the ground and transform to retreat back around the ship to take up positions behind it. Skyfire quickly retaliates with his weapon and blasts away at the surrounding Autobots. Optimus returns fire at the giant robot only to see him move out of the way just in time.

"You'll not destroy me as you did Cybertron!" Skyfire shouts.

"What is he talking about?" Ironhide asks Prime as they both pause after hearing his rant. "He's blaming us for Cyberton's fall?"

"It seems so." Prime squints. "But I'm sure the Decepticons think that way…yet…I've never seen the likes of this one before."

As Cliffjumper aims his weapon, he looks through the targeting scope of his barrel and notices two figures inside the white giant's chest.

"What the-?"

Taking a closer look, he discovers it's Spike and Sparkplug pounding away on the inside glass cockpit window of the robot.

"Oh no! Hold your fire! Optimus! Optimus!"

Prime looks over at the small red robot waving to him from his spot on the ground.

"Spike and Sparkplug! They're inside that guy!" Cliffjumper screams.

Optimus whips his head back at the menacing foe and zooms in with his electro-telescopic eyes. He too can see the two men inside the being and quickly calls out to the others.

"Hold your fire! Hold your fire Autobots!" The leader commands as he rises up from the ground. "He's got hostages! You might hit Spike and Sparkplug in the crossfire!"

As they all silence their weapons, Skyfire stops shooting as well and looks puzzled by their sudden action. Prime drops his gun to the ground and raises his arms out.

"We will not harm those humans. Release them, release them now before you kill them."

"I…I will not kill them." Skyfire says in confusion. "It is you who are the ones trying to kill this poor species."

"Not true." Prime replies as he keeps his arms out. "We are here to protect them from the likes of you Decepticons."

Skyfire lowers his gun and looks down at Spike and Sparkplug as they look back at him.

"But I will do them no harm. Decepticons do not kill innocent life…you Autobots are the murderers and destroyers of worlds."

"That's a lie." Ironhide scoffs as he points at him. "You guys are the real killers! Look how you use them as hostages…you coward!"

"Hostages?" The giant white robot questions. "They are not my hostages…I…I only wish to protect them."

Optimus begins to rub his chin as he brings his arms back, he can see the deep confusion in the massive robot and wonders what his true motives are.

"Look…" Prime starts to say. "We don't want to harm them either. This whole ship is full of dead bodies…human bodies…just tell me if you did this or not."

"They…they were killed by you Autobots. Megatron told me you slaughter them."

"Megatron told you?" Prime inquires. "Why did he tell you this? Who are you?"

"I…I…am Skyfire."

Just as things seemed to be calm, the sound of an engine roaring up from behind the robot giant now appears, Bumblebee transforms into robot mode as he leaps onto Skyfire and begins pounding away at him with his fists.

"Take my buddies will ya! I don't think so!" He growls as he tries to strangle hold Skyfire.

"Bumblebee! No!" Prime shouts.

Skyfire quickly fights to get the small yellow transformer off, he grabs onto him and yanks the mini-bot by the leg and tosses him out towards Optimus Prime. Bumblebee thuds to the ground and looks up at Prime as the impact makes him light headed.

"Did I get him?" Bumblebee smiles and then flops his head back into the snow. "D'oooh…"

"Come on gang! Let's rush him!" Cliffjumper screams.

The Autobots all charge in at Skyfire causing the robot to recoil in fear.

"No! I will not let you harm the humans!" He shouts.

The white robot leaps into the air and begins to transform. His body twists and folds into to a massive bulky looking sonic jet of futuristic design, streamlined with red stripes and a massive wingspan that sticks out beyond the frame. A massive tail fin locks into position at the back and gives the finishing look of the overall makeup of the jet. The sound of his fusion engines starting up roars in the air with a high pitched whine, the Autobots below clasp their heads from the noise and watch in awe as Skyfire hovers over them like a mighty space ship. Spike and Sparkplug find themselves being strapped down into the plush cockpit seats and notice a holographic face of Skyfire appearing before them.

"Do not worry yourselves. I shall protect you from them…I shall take you to someone who will take good care of you."

"Wait! You…you don't mean!" Spike suddenly gasps.

"Yes…Megatron, my leader." Skyfire smiles. "He will protect you and keep you safe."

As his holographic face fizzles away, Sparkplug sums up what both are feeling right now.

"Shit! This ain't good."

The Autobots fire away at the hovering massive plane and try to bring it down. Optimus quickly stands in the center of them all and grabs Prowl's gun away.

"Stop shooting!" He demands. "You'll hurt Spike and Sparkplug! Let them go!"

"Are you nuts Optimus! We can't let him get away!" Ironhide hollers.

Skyfire tilts his wings and launches away from them at full throttle. With in a blink of an eye, the futuristic sonic jet is long gone from them.

"You just let him take them to Megatron!" Ironhide shouts as he throws his weapon to the ground in anger and shakes his fist at the leader. "You just let the enemy know where we are! You've…you've…"

"I did what I had to do." Prime interrupts. "Megaton will know we're coming no matter what…but there's more going on here then we're led to believe. So cool that temper soldier!"

"But Optimus?" Bumblebee asks in a sad tone. "What about Spike? What about Sparkplug? He'll kill them both…won't he?"

The leader gives a sorrowful sigh and looks up at the vapor trail left behind by Skyfire.

"I don't know. I hope they will be unharmed, but for now…we can only pray that they'll be spared long enough till we rescue them."

"We could have done that before he took off." Ironhide grumbles at him.

"No…we couldn't have." The leader looks at him. "One wrong blast, one error in judgment, would have killed our two friends for sure. Remember they are not constructed like we are…their bodies are more fragile and easy to hurt."

"That may be Prime." Wheeljack points out as he looks out into the horizon. "But if we're going to win this, some casualties might be unavoidable. Take that ship for example…those humans gave their lives to protect the secret, who knows what lengths Megatron is willing to go to bring it to life."

Optimus Prime nods at his comment and places his weapon back into his right unfolding leg.

"Perhaps you're right Wheeljack. There's more to this Project then we thought, but I'd like to hope as much as I can that no human life will be taken any further for this secret." Prime turns to the Autobot looking up at him and places his hand on his shoulder. "Lets go save our friends from a fate worst then death and bring this Project N to a close for good."

"Now you're talkin' Prime!" Ironhide smirks at him.

"Autobots!" Prime commands. "Transform and roll out!"

The entire group folds into their vehicle modes and await their leader to transform. Prime quickly reverts into his tractor-trailer mode and speeds away with the others following behind him.