Author's Note: A reader who talks to me on MSN poked my plot bunnies into coughing up more story, so here comes the next chapter ^_^

Bonus: ART OF ULTIMUS! If you want to know what the gladiator Ultimus looks like, go check him out at http:/ rinny101. /gallery /29407801#/ d486xes (remove spaces)

Disclaimer: Ultra Rodimus Prime and Ultimus are mine. The Transformers in general belong to someone else; I'm only borrowing them and will let them go when I'm done

Awakening

Chapter 3: New World

Awareness was slow in coming. Ultimus's whole body felt strangely numb, his circuits prickling as systems shook off the lethargy of stasis. His optic covers felt like they weighed more than he did. The big gladiator tried to force his body to work, to move, but all he got was a spasm of his fingers. Finally his audial systems rebooted, allowing him to listen. What he heard was voices speaking in a language he didn't understand, clearly Cybertronian but a strange dialect. His nasal passages felt like they were full of dust, preventing his olfactory sensors from getting a whiff of anything.

He managed to very slightly twitch his whole body when he felt hands on his neck, but he was too weak and stiff from prolonged stasis to do anything about it. All he could do was wait for his systems to finish rebooting. Registering an upload into his core processor, he warily prodded at the introduced discovering that they were language programs, he allowed them to install. His audials hissed with static briefly, then rebooted. Now he could understand the voices around him.

The voice closest to him was commenting on the complexity of his internal structure. Ultimus's circuits shivered at the thought of anyone looking at his internal systems, until another voice, deeper than the first but not quite as deep as the gladiator's, pointed out that the oath of the medic had not changed despite the vast stretch of time between when Ultimus had gone into stasis and now. Hearing that made Ultimus wonder just how long he had been in stasis. It must have been a very long time for his body to be this lethargic.

Around him, the stasis pod hummed. Then the hum began to decrease in pitch, and Ultimus felt the numbness in his body receding along with it. The stasis field had apparently been only partially turned off, allowing his mind to be active while holding his body still. Most likely that was for safety; gladiators around people they didn't know tended to be more than a little twitchy. Ultimus waited patiently for the field to drop entirely, drawing in a huge breath and letting it hiss out through the vents on the sides of his neck and upper back. After running a series of system checks, he opened his optics, looking around.

When he had gone into stasis, the stasis chamber had stood in a clean, brightly-lit room. Now the overhead lighting units were dark, the walls streaked with corrosion. Shattered bits of metal and wrecked equipment littered the floor. The air smelled stale and like rust. A pair of strange mechs were moving what looked like a piece of collapsed ceiling away from the door.

Surroundings investigated, Ultimus turned his attention to the mechs.

The closer one was done in bold red-on-white, making him highky visible. Red crosses marked his shoulders and legs. This, then, was the medic. Two sets of three blades fanned out from his shoulders, rattling slightly against each other. Ultimus briefly wondered what they were for. The medic was holding a scanner in one white-fingered red hand, pointing the business end at the gladiator. From appearances, it was far more sophisticated than the ones Ultimus was familiar with. Which again hinted that he had been in stasis for far longer than anyone had intended. Stepping out of the stasis unit, Ultimus leaned toward the medic, drawing in a deep breath through his nasal passages. After scrutinizing the medic, who only stared back at him, for a long moment, the big mech turned his attention to the other mech in the room.

The other mech was almost as tall as Ultimus himself, just reaching the bigger mech's chin. He was very lean, but Ultimus had become an expert at evaluating other Cybertronians, and he could tell this mech's slim appearance was deceptive. He was a lot stronger than he looked. In color he was a light grey, marked with jagged stripes of blue and red. Surprisingly enough, he had a mane like the bigger mech, only silver-white instead of bright red, and a lot longer. Never before had Ultimus ever seen a mech with hair.

Optics of brilliant emerald green met Ultimus's sulfur-yellow. Ultimus paused, meeting that green gaze. Now he could feel the grey mech's aura of power; he was the mech in command. A moment later the big gladiator vented air in surprise as blue-green light flared, drowning out the emerald. He'd seen that glow before, from Prima. This grey mech was the Matrix-bearer.

"Can you understand me?" the grey mech asked, taking a step forward. His voice was the warm bass Ultimus had heard as he came out of stasis.

"Yes," the big redhead replied shortly, watching green optics flicker with surprise at his deep, almost subterranean bass voice. it was deeper and more powerful than the grey mech's, but lacked that commanding tone. Ultimus glanced around the room. "Where is Prima?"

"Prima?" The grey mech blinked. "Prima died a long time ago. No one knows what happened to him. He just vanished, and not long after a mech named Prime Nova appeared, carrying the Matrix. Prima's body was never found, and it never occurred to me to ask him what happened."

Ultimus gave the grey mech a strange look.

The grey mech's lips quirked. "One of the things about being bearer of the Matrix is that the sparks of all my predecessors are inside. As its bearer, I can communicate with them. Prima has been shoving at me from inside the thing since I found out about this complex." He shifted, tilting his head. "I am called Ultra Rodimus Prime."

The redhead gave him the slightest nod, acknowledging the grey mech's rank. "How long has it been?"

Ultra Rodimus gazed at him steadily for a long moment. "At least eighty-five million vorn have passed since you went into stasis."

Ultimus stiffened, staring at him. Yellow optics widened in shock. "How... We weren't supposed to be in stasis that long! Just long enough for memory to fade... So we could live in peace, without having to worry about being hunted down for what we'd been forced to do. But... It wasn't supposed to be this long!" A moment later the redhead's head snapped up as he suddenly recalled his comrades, the other gladiators who had gone into stasis. The medic squawked as Ultimus lurched forward, pushing past the grey mech and out into the main chamber, ducking to avoid running into what appeared to be a broken piece of the ceiling.

Then he caught sight of the chamber and froze in his tracks.

The main chamber was a wreck. The walls were pitted and scorched and streaked with rust. Some of the stasis chambers were tilted to the side. The harsh glare of big industrial lights pierced the gloom, under the shattered and burnt ceiling lights. Strange mechs stopped what they were doing and looked up in surprise, staring at the strange mech. Ultimus, however, didn't see them.

He was staring at the shredded body that two of them were moving, a mech he'd known and fought with. The other gladiator's torso had been ripped open, an expression of terror frozen on his face. Deep gouges punctured heavy armor, and spilled fluids stained the floor where he'd lain.

Yellow eyes beginning to glow unhealthily bright slowly swept the chamber, taking in the stains of spilled energon and coolant, the disarticulated limbs, the broken bodies, realizing that all of the stasis chambers had been breached. His hands tightened into fists, the hydraulics whining with protest and the metal of his palms crumpling. Metal lips twitched, then curled back, exposing an even dental plate and a pair of wicked curved canines, a pair of fangs as long as a minibot's fingers. From deep in his chest rose a dangerous-sounding growl.

Sharp hearing registered the grey mech coming over to stand just behind him. Ultimus locked onto that sound, not looking at him. It took him a moment to be able to form words.

"What have you done?" he hissed, barely loudly enough for the words to be made out. Then the rage boiled over, and the growl became a roar. "What have you done?" He spun as quickly as his still-sluggish body would allow, sharp, hooked claws, his melee weapons, sliding out of their sheaths in his fingertips. Fangs bared, he lashed out at the closest mech, bent on exacting revenge for his slain comrades.

The grey mech was faster than anticipated, or maybe Ultimus was just slowed down by being so recently released from stasis hibernation. He ducked the slash, grabbing Ultimus's arm and twisting it behind him into a position most mechs' arms were not meant to go. Ultimus, however, wasn't the average mech. His joints were built for maximum flexibility and range of movement, and the grey mech got his arm twisted into a position that made every other mech in the area wince. Ultimus snarled his fury, but before he could do anything about it one leg was yanked out from under him, and he was slammed into the side of the one of the pods, forced to look inside to where the occupant had been pinned in place with his own weapon, right through the spark.

"This is not our doing!" the grey mech informed him, putting all the command he could muster into his voice. "Look and see for yourself! Look!"

Ultimus snarled at him, but against his will his optics went back to the dead gladiator in the stasis unit, a heavily-built mech whose name had been Driveline. Driveline's head was down, fluids running from the corner of his mouth and staining his armor as well as the blade that had killed him, under the corrosion...

...Wait a moment...

Yellow optics narrowed as Ultimus looked again, closer. The edges of his nasal vents flared as he inhaled, drawing in air. The deep wound in Driveline's chest was corroded and badly, the metal rusting out and giving way around the blade. The blade was just as badly corroded. The spilled energon and coolant and lubricants were long since dried, and the air smelled of rust and decay. This was not a recent death.

Ultra Rodimus could feel the tense muscle cables relaxing, saw the claws slide back into their sheaths. Carefully, warily, he released the bigger mech, stepping back. Ultimus shook out his arm without even glancing back, then reached out to poke the metal around the blade impaling Driveline. His finger went right through the rusted metal. Turning, the redhead moved to the next pod, inspecting its occupant just as closely.

"As best we can tell, this happened less than a vorn after the stasis units were activated," Ultra Rodimus told the redhead, watching him. "Something that happened on the surface breached the armor keeping this place hidden, and the rebelling slaves found it. The ceiling collapsed, hiding the entrance to the chamber holding your stasis unit, so no one found you. Otherwise you'd be dead as well."
"Almost four hundred of us went into stasis," the big redhead rumbled. "We were all that remained of our kind."
"You are the only one to survive." Green optics dimmed. "The Matrix mourns for them."

Ultimus remained still for a moment, then turned, walking back over to the grey mech. "None of the others made it?"

"We checked all the stasis chambers when we found this complex. All the others were killed. I am sorry."

Yellow eyes regarded him for a long moment. Then blue-armored shoulders slumped. "Prima hid us here in an attempt to save us. Once things calmed down, we would be released, to live out our lives in peace, free of the Quints."

"Prima was killed, or assassinated... No one knows. But there never was much peace, unfortunately. We don't know much about that ear. Much has been lost over the eons. What we do have will be made available to you in Iacon." Ultra Rodimus indicated the exit.

Ultimus nodded. He would look at those records, find out what he had missed.

The red and white medic shifted, rattling his shoulder-mounted blades loudly. Ultra Rodimus glanced at him, taking in the impatience on the medic's face. "For one of the shyest mechs I know, you sure can be pushy," he told the medic, his tone teasing. The medic rattled his blades, looking embarrassed. Then the grey mech turned back to the redhead. "We should get you to Iacon before Medic Alert here busts a circuit trying to figure out how you're put together. He's our CMO; it's his job to keep us all in one piece and functional."

"It has been a very long time since I last saw a medic," Ultimus confessed, though he was still uneasy about letting a stranger past his protective armor shell.

"Past time for you to get a checkup, then," the medic, Medic Alert, informed him, waving the med scanner.

"Let's get going, then." Ultra Rodimus waved for the big redhead to follow him, picking his way around the dead toward the exit. Partway there, he glanced back at the bigger mech, who trailed after him. "What are you called?"

"I am called Ultimus," the big redhead replied. "It was given to me by Prima."

"Ultimus," the grey mech repeated. "I am Ultra Rodimus, chosen bearer of the Matrix, given the title of Prime. Most of my warriors call me Roddy. It's less of a mouthful."

The redhead blinked at him. This Ultra Rodimus was definitely one of the oddest mechs he'd ever encountered. Resolving to keep an eye on the younger mech, Ultimus followed him through the complex, doing his best to not look at the devastation and death surrounding him, and out onto the surface of a world he hadn't seen in eighty-five million vorns.

Tbc...

Another chapter down. No idea how many more are to come; this fic is gonna run till the plot bunny winds down. Or I write myself into a corner. Whichever comes first.

Evil Bunnies Inc: Yes, the big guy's awake. He's going to be mourning the loss of his comrades in his own way for quite a while XD Ulti is a piece of cybertron history, so no surprise that other figures from the past get mentions in here

SilverIcy: How will Ulti deal? Not well. He'll pretend to be fine, because in the world he's used to showing weakness is usually a death sentence. But he's going to be really thrown for a loop and off-balance for quite a while.