A/N: This chapter was originally going to be a part of chapter one but a friend really wanted me to hurry up, so I didn't finish.

Chapter 2: Retreat

Above the Sonoran Desert:

Starscream and his men zipped through the cold, dusk sky over the desert landscape below them. While he kept an eye out for anything of use or even the Autobots' wrecked ship, his subordinates seemed more focused on chit chat and doing aerial stunts in their alt modes. Before Starscream could reprimand them for losing focus, he spotted a fading cloud of smoke arising from the desert south of the Nemesis.

"That must be the Autobot ship," he snickered through the comm. link. "Perhaps we should pay them a visit. You boys ready?"

"Shouldn't we report to Megatron first," Thundercracker asked as he caught up to Starscream. "I mean, they do out number us."

"Hate t' agree with kill joy over there, but he's probably right," Skywarp added.

"We can handle this," Starscream said confidently, desperate to prove himself as the new Second in Command. Especially since Megatron rarely gave him the opportunity. "They're ship is down and they are likely injured from the landing. Just follow my lead."

"Yes, sir."

The three seekers veered off towards the crashed ship, soaring through the air at incredible speeds. When the crash was in sight, the seekers were targeted and shot at from the ground. The roar of their engines had alerted the enemy. Of course Starscream was not intimidated. He would take down the Autobots and prove to Megatron that he was his Second in Command for a reason.

"Skywarp, I want you to draw their fire," Starscream instructed through the link. "Thundercracker, you focus on their ship. I'll be taking care of the Prime."

"Yes, sir," Skywarp snickered before teleporting ahead. He began blasting at the Autobots, who took cover behind large boulders. Whenever a shot was fired his way, Skywarp teleported out of the way, fully abusing his special ability. A few shots hit, nearly taking off Hotshot's left leg and one of Arcee's hands. "Take that, yah stupid Autobots!"

"Damn cons," growled Hotshot from beside Bumblebee, keeping his sights on the vanishing and reappearing Decepticon. Each shot came so close to hitting Skywarp, but that damned ability of his made it near impossible.

"The ship is under attack," shouted Bumblebee from the ground as he watched Thundercracker zoomed by, bombing the ship as he flew over.

Arcee, Blurr, and Sideswipe joined Bee and turned their fire on Thundercracker, but he was too nimble. Thundercracker evaded each shot with expert aerial skill, keeping his attention on the ship as instructed. Skywarp turned his sights on the three who shot at Thundercracker as he flew by, distracting them and allowing Thundercracker to continued damaging the ship.

Then Starscream took his first shot, aiming at Optimus Prime as his focus was preoccupied by Skywarp. Unfortunately for the red seeker, Ultra Magnus got in the way, taking the blast in the arm. Then Magnus returned fire with his one good arm, joined in by Bumblebee and Hotshot.

The air commander quickly steered off to avoid being hit, but was not fast enough. He took a shot on the wing, causing a hiss of pain and a sudden drop in altitude. With a smoking wing, Starscream scrambled to pull up and regain control. When he finally got his bearings, he was almost relieved.

"Need help over there, Star," Skywarp asked through the link as he swooped down and fired on the Autobots once more.

"No. I'm fine," Starscream hissed defensively in reply. He felt ashamed to have been hit. He had a point to prove and he would damned before he failed to do some decent damage. No way would he return to Megatron as a failure.

After a quick evaluation of the situation, Starscream thought up a new approach. "Fall back and regroup," he said commandingly to his men. The three seekers then fell back, allowing thr Autobots to think for only a moment that they were retreating. Then, once in a "v" formation, Starscream lead his subordinates in on another assault. Shots were fired at the Autobot ship, causing more and more damage.

"Take them out," Magnus shouted to the crew. All sights were locked on the trio of seekers. Finally, the Autobots landed another blast.

"I've been hit," Thundercracker shouted through the comm. link, smoke rising from his busted wing.

"We should turn back before yah both get too shot up," Skywarp teased when he noticed another scorch mark on Starscream's body.

"But-"

"Star, we've done enough," Thundercracker cut in, hoping to convince his commander before they got too banged up.

"Fine, we'll Retreat for now," Starscream hissed, veering back towards the Nemesis.

The Ark:

The Autobots stayed low, watching as the three Seekers zipped off. They did not let their guard down, not even when the seekers faded from sight.

"C'mon, we gotta follow them," Blurr said as he shifted to his sleek vehicle mode. "We can take those damn Decepti-creeps out!"

"Blurr, we have wounded to attend to Magnus reprimanded as he finally examined the damage dealt to his arm. "Knowing the cons, we haven't seen the last of them. We may have to leave before they return with everything they've got."

"But-"

"Magnus is right," Optimus butted in, standing between the two. "We know what the Decepticons are capable of, and with so many injured, we should retreat."

"B-but what about the ship? We can't just leave it here," Sideswipe blurted. "Where are we even supposed to go?"

"Sideswipe has a point," Ratchet added, stepping forward. "What about all of my medical equipment or the information stored within the Ark."

"We can't exactly take everything with us," Arcee shrugged, arms crossing over her chassis.

"We can't leave the Ark," Bumblebee butt in. "The Decepticons will destroy it and then we'll be stranded here."

"Well, staying isn't exactly the best option either, Bee," said Hotshot. "The cons might not be as banged up as we are and they might have bigger guns."

"So it's either run scared or stay and fight 'em off," Blurr spat, revving his engine.

"I'm all for staying and kicking some Con aft," added Arcee.

"The wise option would be to retreat and tend to the injured," Magnus restated firmly.

"News flash, Mags, I am injured and I still wanna fight," Arcee retorted. "If you can handle it then go ahead and run scared."

"My designation is Ultra Magnus and you-"

"Enough," Optimus finally spoke. The crew's attention turned to him and they all awaited his input. "Ultra Magnus is right. With our team injured, we should fall back and find somewhere safe for Ratchet to work."

"But, Optimus, what about everything inside," Bumblebee tried. "How can Ratchet work without the Medibay? Where will we go?"

Optimus looked down before looking around at every face of his crew. Truth was, he did not know. The situation was not an easy one, so he made the best call he could. "We'll find somewhere safe," he said, assuring his team. Optimus then looked around at the land around them. "There's a road over there," he continued and pointed towards the road in the distance. "We'll follow it away from the Decepticons."

"Maybe we'll be able to find help," Hotshot added, wearing a large grin. "Or at least a place to hide out."

"Fine," Arcee and Blurr scoffed in unison.

"If Optimus thinks it's for the best, then I'm in too," Bee sighed.

"Me too," Ratchet added with a weary tone.

"Then it's settled," said Magnus. "Let's roll out."

The Nemesis:

"How dare you act without reporting to me first," Megatron growled, throwing another punch at his subordinate. When Starscream stumbled back and fell flat on his aft, Megatron forced him down with his foot. The tyrant glared menacingly down at Starscream, who was now covered in many dents and scrapes.

"B-but Lord Megatron-"

"Don't speak," Megatron hissed, pressing down harder with his foot. "You don't do anything unless I say so. You don't lift a pathetic, little digit until I say so. You don't even speak unless I say so. Do I make myself clear."

Starscream glared up at his superior, and nodded slowly. This was humiliating. Being cut down by Megatron himself in front of everyone, even his seekers. Despite the damage dealt to his frame, what hurt most was Starscream's bruised ego.

"Get out of my sight," Megatron spat as he removed his foot from Starscream's chassis.

When Megatron stepped back, Starscream's seekers swooped in and helped him to his feet. Skywarp and Thundercracker then helped Starscream limp out of the control center and down the hall. For a moment, they were all silent. Of course that did not last with Skywarp on the scene.

"Megatron sure got yah bad, huh, Star," the purple seeker snickered.

"Shut up," Starscream grumbled, clearly livid from the experience.

"I told you we should've reported to Megatron first," Thundercracker sighed.

"I said shut up," Starscream shouted, pushing both of his long time friends away and turned to face them, wearing a glare akin to Megatron's. "I'm in no mood for I-told-you-so."

"Gee, yer really bent outta shape," Skywarp pouted.

"Well, I wonder why," Starscream retorted sharply, motioning at his damaged body. "I've been humiliated and beaten and I just want to get fixed and shoot something."

Then, with a huff of air, Starscream turned away and limped down the long hallway. He left his two subordinates behind, in search of Knockout, the ship's medic.