The elevator descended smoothly toward the floor below. Positioned in front of the two larger Autobots, Cliffjumper exercised his finger eagerly over the trigger of his gun, anticipating the moment that the doors would open. Bluestreak stood behind him, trying to mask his concern with a stern expression of focus. Beside him, Trailbreaker calmly waited for the inevitable moment the shooting would begin and he would raise his force field to protect the three of them.

All three Autobots waited quietly. Bluestreak focused on the digital floor readout and sequentially closed the valves in his throat manifold down to his fuel tank as he readied himself for battle. He blinked slowly as he looked from one silver shoulder-mounted missile to the other. They were his back up.

Then, without any warning, the elevator lurched hard to a stop. Trailbreaker steadied himself against the side wall as Bluestreak instinctively struck out his hands to steady himself, accidentally pushing Cliffjumper forward.

"What happened?" Bluestreak quickly asked without an apology.

"It's jammed," Trailbreaker surmised in a tone that suggested it could only reasonably be a mechanical or electrical system failure.

Cliffjumper recovered himself. "No, wait!" he turned and exclaimed with a hint of panic in his vocalizer.

Trailbreaker tried to say something, but Cliffjumper silenced him. "Listen!"

A strange sound echoed below them in the elevator shaft.

"It sounds like tapping," Bluestreak stated, angling his head to better listen to the peculiar noise.

"But who-" Trailbreaker began, but again Cliffjumper interjected, cutting him off.

"You mean what!" the minibot fired back with optics growing wide as he stared between his own feet at the solid metal separating them from whatever was making that noise.

Caught off guard by the activity below them, they exchanged looks of dismay. Being stuck inside an elevator that was stopped between floors was not a good place to encounter Decepticons.

"Take us back up, Bluestreak," Cliffjumper ordered firmly. Their optics met briefly and Bluestreak caught a glimpse of fear in the usually brave minibot's optics.

Bluestreak quickly pressed the button to go back up to the lounge level, but the elevator did not respond. He hurriedly tried two more times, hearing the frequency of tapping below them increasing.

Cliffjumper pushed Bluestreak away from the control panel and tried himself.

"C'mon!" He cursed and banged the controls. "What's wrong with this thing?!"

The tapping noise grew louder, resolving into the clinking sound of many metallic appendages climbing the elevator shaft.

Bluestreak panicked. Without thinking, he shot at the elevator floor. There was a metallic scream from one of the invaders below, but he could not see anything through the small, precise hole in the floor plating. The pace of the ascent of Insecticons quickened.

"We've got to get out of here!" Cliffjumper cried and fired glass gas above them. The metallic ceiling took on a dull matte as the metal quickly went brittle.

Trailbreaker aimed his arm blaster at the center of the weaker section and blasted a section away that was large enough for them to fit through one at a time. "Cliffjumper, you first. I'll give you a hand."

The minibot put his foot in Trailbreaker's hand and scrambled up over the tall, black Autobot as he was lifted toward the hole in the top of the elevator. He disappeared through the rough hole and could be heard trying to gain a handhold on the sheer walls.

"Your turn, Bluestreak. C'mon!" The tone of Trailbreaker's vocalizer grew desperate as the sounds of the first pieces of metal sheared beneath them. There was no time to spare.

"Right!" Focused, Bluestreak put his rifle away and let Trailbreaker grab him around his upper legs and heave his upper half through the hole.

Half through the opening, Bluestreak placed his hands on either side and wasted no effort pushing himself through the rest of the way. Once standing on top of the elevator, he immediately turned around and peered back through the hole at Trailbreaker. The chrome tip of an Insecticon poked through the hole in the floor that his shot left behind and it worked aggressively to tear it open.

Bluestreak swiftly knelt down and extended his hand to Trailbreaker. "Here!"

Trailbreaker looked down at the mandible of the Insecticon prying its way through the flooring. Other Insecticons could be heard beneath the elevator. After a moment he simply looked back up at Bluestreak. The look in Trailbreaker's optic band said it all.

"I'm too heavy, Bluestreak. You won't be able to hold onto me." Trailbreaker was surprisingly accepting of the situation.

"No!" Bluestreak decided and desperately reached out for the other Autobot once more. "I won't let you go!"

But Trailbreaker did not reach back toward Bluestreak. He just stood there silently as the first boll weevil clone broke through the floor next to him. A moment later, two sets of opposing chromed jaws surprised him through two other points in the floor and clamped onto his legs. Trailbreaker winced as the Insecticons tore through the skin plating of his legs, but he kept his optic band trained on Bluestreak.

"Go!" Trailbreaker spoke deliberately. "Save yourself!"

Bluestreak's fuel pump surged as the combined weight of the Insecticons and Trailbreaker began to yield the breached floor structure. In slow motion, he watched the section of the floor plating underneath Trailbreaker tear away from the supporting beams. Trailbreaker's mouth dropped open in recognition of what was going to happen. The Insecticons did not seem to notice or care, for they continued to pull away at the Autobot as the floor peeled back under their combined weight. Trailbreaker and the Insecticon clones dropped out of sight into the darkness below. Trailbreaker did not utter even a sound before the terrible crash.

Bluestreak could not believe his optics. He stared into the dark void, dumbfounded. "He's gone." After a moment he turned his head and looked over at Cliffjumper, who was still feebly trying to climb the elevator shaft. "He's gone."

"Bluestreak!" the minibot scolded him. "You can't help him!"

The gunner looked confused, as if he could not understand what was going on around him. His optics went dull as he fell into a blank stare.

"Bluestreak!" Cliffjumper yelled at him.

Bluestreak shook his head and his focus came back. They had to save themselves. He stood up and backed away from the hole in the top of the elevator. The Insecticons would not be gone long and would return to pick them off one by one. Bluestreak looked around at the elevator shaft, then up at the closed doors.

He squinted. "I can jump that."

Cliffjumper's optics widened. "Great! Then toss me up there and I'll get the doors open! Now hurry up!

Cliffjumper let go of the wall where he clung and dropped into Bluestreak's waiting arms. Holding onto Cliffjumper, the larger Autobot crouched down, and then suddenly thrust the minibot up with a powerful push of his hydraulics. The elevator creaked and groaned on its emergency stops from the momentary increase in force. Cliffjumper slipped, but scrambled to hang onto the ledge and eventually pulled himself up. He took out a tool from a forearm compartment and quickly had the doors opened.

The red minibot stood on B-deck looking down at the gunner with an aura of welcoming light behind him. Bluestreak crouched, and then made the leap. A moment later he landed lightly outside of the elevator opening as Cliffjumper backed away to give him space.

They both paused to look back into the shaft, down through the escape hole and into the darkness where part of the elevator floor was missing. It was a disturbing sight. Out of sight, the Insections were heard to be recovering.

"Let's get these doors closed and block this up!" Bluestreak told Cliffjumper.

"I've got and even better idea," Cliffjumper explained and pulled his gun back out of subspace. He switched his weapon back over to its blaster setting and aimed at points near the hole in the top of the elevator, hoping to deform the surrounding metal and close the hole.

"Good idea!" Bluestreak sputtered, as relief flooded his fuel lines and for a moment he felt giddy. Closing off the hole would buy them some time so they could then block off the doors. It might even prevent the Insecticons from reaching B-deck through the elevator shaft.

There was only one problem. With each blast, the elevator rocked more on its supports. "No wait!" Bluestreak cried as Cliffjumper's last shot knocked the elevator loose and it began to pick up speed as it fell. The elevator hurtled downward and crashed noisily in the darkness. He slumped into a kneeling position, staring, but unable to see the wreckage. "…Trailbreaker."

Bluestreak turned his head and they stared at each other. The minibot shook his head solemnly. He had not meant for it to happen. After a moment, Cliffjumper turned away and looked for something to block the elevator doors with. Stunned, Bluestreak slowly got up and went to help Cliffjumper.

Jazz decided that it was a bad tactic to take the main elevator down to C-deck. All five of them could not fit in at once, and whoever arrived down below first was vulnerable until the others arrived on the next trip. So, he directed everyone over to the larger cargo lift. It was further away and not a pleasant way to travel between the levels of the ship, but it was more effective at keeping them all together.

Access to the cargo lift was toward the back end of the ship in the loading foyer on each level. The lift was as essential for loading and unloading large cargo as it was for moving supplies around the ship. And now, as it turned out, it had another use. Ironhide flipped the handle into the up position on the control console, calling the lift up from the cargo bay below while Windcharger and Hound removed the safety rails around the large, rectangular lift opening.

Holding his rifle ready, Jazz casually strolled over to the lift way and watched the cargo lift slowly rise to their level. He was not going to take a chance on it bringing any unexpected passengers up with it. Warpath joined him.

"So, do you have a plan for how we're going to ZAP shut off the generator if there are Insecticons crawling all over the place?" Warpath asked.

The blue flash of Warpath's battle mask vents caught Jazz's attention as he remained focused on the lift platform, but listened to the minibot. It was a good thing that the effects of the overcharge were passing because they would all have to be on alert to handle a slew of Insecticons.

The cargo lift moved very slowly, seeming to take forever to appear. "Yeah, I've got a plan." Jazz answered, coolly.

Ironhide's footsteps clanked from behind, but the security chief continued past them to wait over near Hound and Windcharger.

"Well?" Warpath prodded, but Jazz was not quick to give an answer. Instead, the black and white Autobot tipped his head in thought as he stared at the approaching lift.

"It depends on how we find the others," Jazz answered and paused before turning to look at the tank minibot. The corners of his mouth curled into a smile. "So let's just find 'em first. I don't want to make it too complicated by tellin' everyone possibilities."

The truth was a lot depended on what condition the others were in when they found Cliffjumper's team of three. Jazz knew that they could not afford to lose many more of their number before their chances of beating back the Insecticons diminished. But he was not going to tell that to anyone. It would only wreck their morale.

Elsewhere on the same level, Cliffjumper and Bluestreak hurried back to the lounge, looking for any of the others. The magnitude of the Insecticon problem was greater than the others seemed to realize, and they needed to warn the others before they fell victim to the same fate as Trailbreaker did. Both Autobots stopped in the middle of the lounge, surprised to find the place vacated.

"I thought this was our rallying point," Cliffjumper stated, perplexed, as he looked around the empty room. "No one's here."

He attempted a call to Jazz on his communicator, but he could not even raise the signal. He tried contacting Ironhide and Warpath, but neither of them responded. Cliffjumper's faceplate slackened and he took a clumsy step backward, thinking the worst.

He looked Bluestreak in the optics, desperate. "We've got to get to the others! We're their only hope!"

"W-what?" Bluestreak asked with raised optic ridges. Things were not looking good. "How? There's only two of us."

Cliffjumper would not hear it, though. He was going to find the others. But where were they? They must have taken a different route down to the deck below, so that meant one thing.

"The cargo lift!" the red minibot blurted out. "Go!"

Bluestreak spread his hands in confusion then realized a few seconds later what Cliffjumper was talking about. Of course, he realized, that was another obvious way down to C-deck. He produced his beam rifle and followed Cliffjumper out of the lounge and down the hallway once again.

Hound and Windcharger looked up from the lift at B-deck as the company slowly descended, leaving it behind. The others had their attention acutely focused on the level below. The cargo foyer of C-deck was lit brightly enough, however Jazz flicked on his headlights and began shining them into the more dimly lit corners and down the hallways leading away, looking for any signs of movement. Ironhide and Hound followed suit. The area below them was all clear.

As the lift approached the halfway point, hurried footsteps were heard on the deck above them. The lift's electrical contacts clicked repeatedly as the call switch above them was flipped several times, but the elevator continued its descent.

"Stop the lift!" Ironhide commanded. Jazz immediately stepped on the brake pedal with his foot. The pneumatics issued a soft hiss as the air pressure adjusted. "Someone's up there!"

No sooner did the security chief finish his statement than Cliffjumper and Bluestreak appeared at the edge of the rectangular opening, waving their arms wildly at the five Autobots below. Cliffjumper and Bluestreak were frantic. Trailbreaker was nowhere to be seen.

Cliffjumper cupped his hands around his mouth and called out to them to return back to B-deck. Jazz hit the up button on the control panel frame and lifted his foot off the pedal brake, and they began the painfully slow ascent back up to the floor above.

Cliffjumper tried to yell down to them what had happened, but the sound from his vocalizer echoed unintelligibly in the large metallic area so he was forced to wait several minutes until the lift was almost back up to their floor. When it was close enough to the top, Cliffjumper and Bluestreak hopped down onto the platform with the others and Jazz stopped the lift for a moment.

"You guys okay?!" Jazz exclaimed as soon as the others joined them. "Where's Trailbreaker?"

Bluestreak was speechless. While relieved to find that Jazz and the others were okay, he also still visibly shaken up by what happened. Cliffjumper was confused by why he could not reach the others on his communicator from the lounge. Something was not right, but figuring it out mattered less than answering Jazz's question.

"He…fell," the red minibot's frame sagged with resignation. He pulled his optics away from the others and looked down. "Insecticons got him."

Ironhide and the others jerked back in shock, but Jazz displayed no obvious reaction.

"Where?" Jazz asked solemnly.

"In the main elevator shaft," Cliffjumper answered. "We escaped, but he wasn't so lucky." He raised a clenched fist and looked up at that moment with a new resolve in his optics. "We can find him."

Ironhide and Hound looked across the platform at one another. They would pass by the generator before they reached the elevator. A decision had to be made as to what was more important.

"Do you want us to split up and rescue Trailbreaker?" Warpath inquired, expecting Jazz to finally reveal the plan.

Jazz put his hands on his hip plates. He looked each of them in the optics and answered with the resolve of an Autobot who had survived for millions of years back on Cybertron by making tough decisions like this for the successful completion of missions. "No. We're going to shut down that generator."

Ironhide looked over at Jazz with a knowing look in his optics. Sometimes that was the way it had to be. He put his support behind Jazz. "We're gonna stop those Insecticons from takin' all our power then comin' after us. Don't let Trailbreaker go down for nothin'."

Windcharger thought about it for a moment then agreed. "We have to do this," the minibot resolved, placing his fist in his palm.

Bluestreak nodded.

Jazz looked them over one more time then nodded. Satisfied, he set the cargo lift back to descend and he explained what they were going to do. "Okay, guys. Here's the plan."

The others gathered around him.

"First, we'll make a pit stop in the armory and grab as many weapons as we can."

Cliffjumper and Ironhide glanced at one another. That was a darn good idea.

"When the time comes, we have got to stay focused," Jazz looked at all of them intently, measuring their resolve to stay focused on the objective. "We go straight in. No monkey business, just straight in. We'll surprise them."

Heads nodded in acknowledgement. Jazz imagined the battle before them as he described what he wanted them to do.

"Hound, Windcharger," Jazz gazed at them, "cover our flank. Just keep them off us."

"Got it, Jazz," Hound agreed.

Jazz scanned the faceplates of the other four Autobots. Everyone was with him. "It's up to the four of us. Warpath and Cliffjumper, we're going to cover Ironhide while he shuts the generator down. He focused on Ironhide, who accepted his role.

"What do you want me to do, Jazz?" Bluestreak requested. The gunner sounded like he had been forgotten.

Jazz grinned at him. "Shoot at anything that gets too close." The smile widened. "Take your pick."

Bluestreak was surprised by the response. Jazz knew the direction gave the sharpshooter the flexibility to handle the situation however he felt he needed to, hopefully without locking up.

"Jazz," said Hound to get the black and white Autobot's attention. "What do you have in mind after we get the generator shut down? We'll be in the dark."

"Now that's the tricky part," Jazz said as he ticked his head to one side.

Windcharger added to the discussion. "We could make this a lot easier if we could find Bombshell. He controls all the clones."

Warpath agreed. "Take out Bombshell, and YEAH the clones won't attack."

"If you can find him in the dark," Jazz reminded them.

"Just hit them all with everything you got," Ironhide summarized, "and you might get lucky."

But Cliffjumper was not satisfied with the plan. With a wave of guilt he recalled watching the elevator fall. "We're not gonna look for Trailbreaker, are we?"

Jazz turned around and directed all his attention to the minibot. "If we don't do this, Prime'll be lookin' for our pieces later."

"We'll find him, Cliffjumper. Just not right away," Hound consoled the minibot.

The elevator pneumatics let out a long, soft hiss as the cargo lift came to a cushioned stop at C-deck. As the Autobots stepped off the lift, they readied their weapons.

"C'mon, this way," Jazz directed them down the passageway to their right.

The armory was a short distance from the lift down the corridor. Luckily, the Insecticon infestation had not reached that part of the ship. Jazz opened the large, sliding door and they gazed upon the large cache of weaponry.

"Grab fresh charges for your weapons," Jazz instructed them.

Cliffjumper scanned the stockpile and found exactly what he was looking for. He carefully picked up a large bazooka with both hands and held it before his shining optics. "I need one of these!" he stated enthusiastically. He then picked up a couple of charges for his hand weapon. "And some of these." He slung the bazooka strap over his shoulder and eyed something else. "And these!" Cliffjumper excitedly scooped up an armful of acid mortars. The minibot had nowhere to put the extra ammo, so he pushed the shells into his own passenger compartment, where he would be able to retrieve them easily during battle.

As the others picked through the weapons stockpile, Bluestreak waited near the doors, watching the corridor for them. He did not need to restock since he always kept his weapons and ammo fully loaded, just in case. A flash of silver out of the corner of his optics caught his attention and he turned to see Cliffjumper waving a weapon at him to catch his attention.

"You're good with guns," Cliffjumper stated as he tossed the weapon over to Bluestreak. "Here, have another."

Bluestreak looked unsure at the second beam rifle. "I guess so…"

"If you can use it, take it," Jazz encouraged him and returned, fully loaded, to the corridor.

Bluestreak wagged his head as he thought about working a gun with each hand. He had done it before. "Okay."

"Warpath, let's hustle!" Jazz ordered.

The minibot hurriedly loaded as many artillery shells as he could fit into his subspace magazine and left the armory after the others. In the corridor, Ironhide assumed a shooting stance, sighting up to check that his weapon was set the way he wanted it.

Jazz looked over his team. It was time. "Let's go."

With Jazz in the lead, the seven Autobots ran back through the cargo foyer, and up the other hallway toward the generator room. There was no disguising their heavy footsteps clanking on the metallic floor plating of the Ark. All was clear until they turned the first corner.

A grasshopper Insecticon to one side of the hallway turned around and raised its antennae at the approaching noise. Before it could react, Jazz sniped at it. The force from the blast to the front of its metal carapace pushed it away from them. Ironhide ran ahead of where Jazz stopped to shoot and fired several times. One of the shots hit home and knocked out the joint in one of its hind legs.

After Jazz and Ironhide got in their shots, Cliffjumper caught up and covered the front half of the Insecticon clone with a blast of glass gas. The stunned clone did not know how to react. It tried to scuttle away but the hydrogen glass gas quickly absorbed into appendages and it moved stiffly. The three Autobots then took careful aim at the disabled clone and opened fire. The brittle appendages shattered into pieces and the body slumped, full of holes.

Jazz ran up to the Insecticon to inspect the chassis. "Not bad, but that's just one Decepticon clone. We'll have to do better than that."

"Then let's get this show on the road and do it!" Ironhide exclaimed and started ahead again. "I was just warmin' up!"

Cliffjumper laughed and adjusted the bazooka hanging over his shoulder. "Yeah, me too! Let's go!"

They headed further down the hallway together, only briefly pausing to observe a large hole where one of the walls met the floor. The deep drone of the generator up ahead reverberated toward them, more audible than it should have been behind closed doors. Looking further up the hallway, a hole was chewed through the other wall and into the generator room.

The group stopped so that everyone could catch up. But while they waited, two boll weevil Insecticons wandered around a corner from an adjacent hallway and into theirs. They reared up at the sight of the Autobots near the food source. Warpath aimed his chest tank gun barrel at one of them and fired an artillery shell.

"YEAH! Take that!" He called out enthusiastically.

The armor piercing shell struck one of the clones and decimated it with one blow. The shrapnel from the destroyed clone's chassis hailed the second boll weevil, sending shards of metal piercing its frame like daggers. As the next shell dropped into the firing compartment inside Warpath's chest, the others concentrated fire and took out the second clone.

The sounds of battle outside the room were giving them away so Jazz signaled his accomplices and they burst through the main doors for the final assault.

"The exterminators have arrived!" Jazz quipped as he assessed the situation.

They were badly outnumbered. Every part of the room was covered by a moving black and purple mass of Insecticon clones waiting for their turn to feed on the main power conduits. The generator and compressor system were covered in Insecticons as well. Like robotic leeches, Insecticons coated the main conduits leading from the top of the unit through the ceiling, all with their mandibles dug into the supply line, feeding.

"Thieves!" Ironhide yelled angrily and shot at the Insecticons clinging to the power conduits.

"Focus, man!" Jazz reminded him. "Shut down the generator!"

Alerted to the threat, the Insecticon mass began to move. But they did not attack immediately. Instead, they milled about as they moved down the walls.

"What are they doing?" Cliffjumper asked, as he, Bluestreak and Warpath easily picked several off.

Jazz fired twice before answering. "A control signal! They're still being told to feed!"

The company opened fire on the seething, metallic mass. Laser fire flashed and shells exploded, targeting Insecticon clones everywhere. With several clones picked off the main power conduits a fuel leak opened up and gushed down over the clones below to be hungrily consumed by those waiting below. Damaged clones that crashed to the floor from the power conduit were immediately cannibalized by the other starved clones still waiting to get close to the generator and feed.

"Now's our chance!" Jazz called out with authority that, for a moment, mirrored the tone of Optimus Prime. "Ironhide, do it now!"

The security chief aimed his arms at the swarm of approaching Insecticons. His fists retracted from sight and his multi-liquid cluster jets, set for liquid nitrogen, snapped into place. Super cooled gas jetted from his forearms, leaving the leading edge of clones frozen in place, covered by a light, crystalline sheen.

Jazz, Warpath, Cliffjumper and Bluestreak covered Ironhide as he approached the controls by targeting the next wave of Insecticons clones crawling over top of the frozen ones. These ones raised their mandibles toward the Autobots, and hissed a strange, metallic noise.

"Uh-oh," Windcharger said over his shoulder from behind the others, during a pause between shots. "I think we've made them mad."

Then suddenly, an intelligible Insecticon vocalizer spoke from the power conduit as the clones that concealed the chief boll weevil Insecticon scurried either up to the ceiling or down to the top of the generator.

"Autobots, Autobots!" It gasped in a metallic voice. It was Bombshell. "They're destroying my clones!"

A few seconds later, Shrapnel emerged out of the same mass. The stag beetle laughed cruelly in his tinny voice. "I see dessert has arrived, arrived."

"Did someone say dessert?" Kickback inquired, lifting his head from the glowing fuel line.

"There they are!" Cliffjumper yelled at the top of his vocalizer and sighted up to blast the three chief Insecticons from the conduit.

But Ironhide was almost at the controls and they were just barely keeping back the tide of Insecticon clones.

"No! Stay focused!" Jazz commanded them. "Cover Ironhide!"

Cliffjumper took his sights off the three main Insecticons and huffed in frustration. He wanted to take care of the clones quickly so that he could take a shot at the real Decepticon trouble makers. So, he slid the bazooka around from his back and rested it on his shoulder. As he reached into his passenger compartment to grab an acid mortar, Bombshell turned himself toward Ironhide. A moment later, Cliffjumper and the others heard a clink and then Ironhide stopped in his tracks, motionless.

"Ironhide!" Jazz yelled, but it was too late. Ironhide was hit with one of Bombshell's cerebro shells, rendering him under the Insecticon's complete control. "Oh, scrap!"

Kickback and Shrapnel laughed gleefully as Bombshell repositioned himself. Meanwhile, the first clones that were frozen began to slowly thaw and the rest of the horde continued to move in on the Autobots.

Hound and Windcharger looked over at one other with fear in their optics, aware of the deteriorating situation behind them, but unable to do anything but keep a handful of Insecticons from attacking the group's flank.

"I'll do it myself!" Jazz announced, and leaped forward toward Ironhide and the controls.

"Stop him, slave!" Bombshell ordered Ironhide, and the security chief obediently turned and raised his forearms at Jazz.

But Jazz was too close to stop now as Ironhide turned on him. The red and grey Autobot's optics were dull and vacant, and his faceplate expressionless, as he targeted Jazz. Jazz jumped forward into a somersault, barely missing the first blast of liquid nitrogen meant for him. Ironhide turned and tried to blast him a second time, but Jazz escaped by making one final leap toward the control panel. At last, he could reach it.

"Show's over," he said to himself as he quickly reached out and tripped the generator into its shut down sequence.

Jazz paused for a moment to make sure the shutdown signal held, which gave Ironhide the opportunity to blast him. Jazz realized his mistake of waiting and turned his head just in time to see the gush of liquid nitrogen coming at him. He disappeared into a cold vapor mist and when the stream finished, Jazz was frozen solid.

"Good work, slave!" Bombshell commended Ironhide and aimed his long chromed snout at Jazz.

The generator cycled down and the light began to fade as the compressor shut down and the stream of energon feeding the Insecticons diminished. With two of their number gone and still grossly outnumbered, alarm set in.

"Do we change the plan?" Hound called out to Cliffjumper and Warpath.

"If I'm going down I'm taking Insecticons with me!" Cliffjumper yelled back and aimed his bazooka at Bombshell.

Defenseless, Jazz was an easy target for Bombshell. But before any of them could train their weapons on the chief Insecticons, they heard a second clink as a cerebro shell hit Jazz in the forehead. Behind the light frost covering him, Jazz's optic visor dulled as the cerebro shell drilled into his cerebral unit, taking away control over his body and giving it to Bombshell.

Cliffjumper fired the first acid mortar at the trio on the power conduit. The shell exploded and rained a harsh, penetrating acid on them.

"Acid, acid!" Shrapnel shrieked as it burned recesses into their bodies wherever it landed. The three Insecticons split up to avoid another mortar as the minibot reloaded.

Bombshell scurried down to the top of the generator and transformed into robot mode. "My second slave may be frozen, but my first slave will take care of you!" The Insecticon laughed at the Autobots as he commanded Ironhide to freeze the others so that he could easily plant cerebro shells on them, also. Bombshell held the clone army at bay, deciding to start an Autobot slave army instead of having the clones destroy them.

With the Insecticons away from the highly explosive energon, Warpath opened fire. Hound and Windcharger backed in closer toward to the others until the five were fighting back-to-back in the room, surrounded by Insecticon clones.

Bluestreak blinked as he watched in slow motion as the other two Insecticons transformed into their robot modes and pulled their weapons out of subspace. Each of Warpath's heavy shots took out two or three clones, but more filled the void left by the ones that fell. The world was unraveling around him. They were losing. The light was dimming, and the shadows grew larger and larger, obscuring the contingent of individual clones that surrounded them into a single moving shape. He had two beam rifles and his missiles at his disposal, yet he was too stunned at that moment to use them.

The flash of gunfire and sound of explosions erupting around him made him numb. Bumblebee and Trailbreaker were gone. Ironhide and Jazz were under Bombshell's control. The five of them could not win against all the Insecticons and two of their friends. It would not be long before they were all implanted with cerebro shells and Bombshell forced them to fight the other Autobots in the base. This time, he would not survive, but would go down with all the others.

He closed his optics, frozen by fear of their impending doom. He could hear the gush of super-cooled gas as Ironhide blasted liquid nitrogen at one of the others and the clanking of metal as the Autobot dodged. Seconds later, his optics opened and filled with blind panic as the last light left and they were in the dark. And then he went off.