Disclaimer: All Transformers characters belong to Hasbro. Any made up characters were created by me.

Summery: Transformers Prime Universe. Set in season one, following the episode cannon loosely. Arcee discovers a secret about her past and has to learn to live with it. Can she move forward to a peaceful future?

"blah" – Normal human speak
"blah" – Cybertronian speak
blah – thinking
'blah' – Comm. Speaking
'Blah' – text message
-blah- - Bonded talk

Shadows of the Past
By Yami-Yugi3

Chapter 8

Once back at base, Ratchet and Gadget went over to Optimus to check him over.

"What happened sir?" Prowl asked.

"Dark energon..." he said as the two medics checked him.

"Megatron has a piece inside him right? So, the blood of Unicron must give him power because of that. I'm sure you almost had him," Gadget smiled.

"Why would dark energon be on Earth?" Jazz said. Ratchet went over to the computers to research it.

"I don't know...maybe the prophecy? It's the blood of Unicron...I...I'm not sure how so much is here..." Gadget sighed. "Alright, you're fine, Optimus. Just be careful until the dark energon poisoning wears off."

"Unicorn?" Miko asked, confused.

"They said, UniCRON," Melissa corrected. "He's some big bad evil guy right?"

"Yes," Gadget said. "He was the original Decepticon if you will. He was part of the original thirteen Primes, the ones who were on Cybertron as our guardians, fore fathers. Primus, our Creator, became one with out planet to rest after battling Unicron for so long. He was the ultimate evil, Primus's opposite." The children nodded.

"...It...It can't be..." Ratchet said.

"What?" Gadget asked.

"The blood of Unicron is here because...the Earth is pumping it..." He turned the data readouts into an audio file. Everyone was amazed as they could hear a heartbeat.

"A spark?!" Gadget exclaimed.

"...Unicron...he...he must be Earth's core."

"What? How?" Melissa asked. Even Prowl looked confused. Optimus sighed and began the long explanation. Everyone fully understood afterwards, but some were amazed about how it could happen. "So...Unicron is waking up from his nap in our planet's core?" Melissa asked, trying to confirm. Optimus and Ratchet nodded. "That's not good..."

"Megatron? Unicron, a lethal force? I'm getting Raf out of here."

"But mom..."

"Rafael needs to be checked out by REAL doctors and his REAL family needs to know what's happened. You children need to worry about school and your lives, not about surviving these freak storms and some alien war."

"I'm not a child," Melissa glared.

"You're still just a college student."

"This could mean more than just our lives, mom. It could mean the survival of everyone's."

"I'll let my mom know what's happening. She trusts me. I'll stay here with my partner. I know she can protect me."

"Yeah, I'm not going. I'm especially not riding in a non-transforming vehicle."

"Miko..."

"You're not my mom."

"Miko, you should-..."

"You're not either," she glared at Bulkhead.

"I AM yours, get in Jack and let's go. These children will NOT be coming back."

"Mrs. Darby, I understand the need but it's still dangerous out there." Prowl said.

"Mom...I'm sorry, but I'm staying..." June glared at her son before locking Rafael in the back seat. He tried to call Bumblebee's name and say goodbye as she got in.

"Ratchet, activate the ground bridge," Optimus said sadly.

"No thanks," June called from inside the car before speeding out of the base. Rafael started to cry in the back seat. Bumblebee looked upset too.

"...She...reminds me of my mom a little..." Melissa sighed. "She can be overprotective too..." Her phone rang. "Speaking of..." She walked away to explain everything and let her mother know she would be safe with the Autobots. Prowl was still worried. "Its still unsafe." he said.

"She's made her choice," Optimus sighed.

"I almost forced Melissa to go with her..." Gadget admitted.

"Nah, Red. She'd be safer here with us. Especially since we've got OP." She nodded.


Outside, June was driving Rafael home as a lightening storm picked up. Rafael was still upset that he couldn't stay with the Autobots, or with Bumblebee.

A lightening bolt struck so he started counting. "You alright, Raf?"

"Yeah."

Thunder struck and he stopped. "Counting the lightening huh?" she smiled. He nodded as they continued.

"What's that?" he asked as he noticed something in front of them. Lightening started landing sporadically around them. One bolt hit the car, frying it and sending them into a telephone pole.

"Are you okay, Raf?" June asked.

"Yeah, I'm fine. Whatever that was in front of us, is getting closer."

"Oh no... a twister." She frantically tried to start the car. "Come on..." The twister was coming closer and her car still didn't want to start. "No no no... Come ON..." The twister started pulling on the car. Suddenly, coming towards them at top speed, was Bumblebee. He grabbed their car and stopped it from being sucked up.

"-computer noises of pleading-"

"Bumblebee wants us to get into his hand!" June didn't hesitate as the two climbed out of the car. Bumblebee tried to keep hold of the car as they tried to reach him. They made it to his hand before the tornado took the car. Rafael reached out, hoping June made it. She managed to appear on the hood that Bumblebee was still holding. He quickly held them close to his chest and transformed, buckling them in. He raced back to base.


Everyone was waiting when he came back. June looked embarrassed as she and Rafael got out of Bumblebee.

"...We're back..." she smiled sheepishly.

"We were worried." Prowl said.

"I'm glad you're all alright."

"Miss Darby? Raf? I thought you two left," Melissa said coming in.

"We nearly got caught in a tornado." Rafael said.

Melissa gasped. "Oh my goodness!"

"Well...I can see that it's safer here...with the Autobots," June admitted. "Jack?" He came over to her.

"Mom I'm..."

"Me too," she smiled. "But you're grounded until you're thirty...twenty-five."

Prowl looked confused. "But won't he be an adult before then?" he asked "Logically..."

"I think she's joking," smiled Arcee.

"Prowler, don't crash on us okay." Jazz said.

"I won't." Prowl said as he smiled at him.

"So...now what? We wait this freaky thing out?" Melissa asked.

"No," Optimus sighed. "Unicron must be stopped before he destroys your world from the inside out."

"How...?" Miko asked.

"Is there some way to dig him out?" Gadget asked. "I mean, he IS Earth's core but..."

"There must be a way." Prowl said.

Optimus was silent. "You don't know, do you?" June asked. He shook his head with a heavy sigh.

"...Ratchet..." the Prime started as he got an idea. "Scan the area and try to find an area where Unicron might be close to the surface."

"Optimus... what are you going to do?" Gadget asked.

"Try to find him and determine the best course of action."

"Are you crazy? This is the Chaos Bringer himself!"

"I know, Gadget, but we can't allow him to destroy so many innocent lives...or the planet we both call home."

She conceded with a sigh. "I found an area," Ratchet said. "Opening a ground bridge now."

"Be careful sir." Prowl said.

"I will," he said before disappearing through the bridge.


Once there, he surveyed the area. "You were right, Ratchet."

'Optimus! I'm getting a spike in Unicron's spark activity. Proceed with caution.'

"Understood." Just then, a huge manifestation of Unicron himself appeared from the rock, created by the rock.

"I'm sure you know me, disciple of Primus."

"Unicron, the Chaos Bringer."

"Good," he smirked. "Now know me as...you're Destroyer!" The two battled it out before Optimus surrendered. "What is this?!"

"I come before you with a plea, Lord Unicron," Optimus said as he knelt down.

"Speak quickly."

"I come before you, not for myself, but for this planet and its inhabitants. The unique race of Humans inhabits this Earth. They rely upon you for resources and life. Your full awakening would only destroy them."

"You consider these humans my progeny? Well...I consider them insects! Parasites! They too shall perish once I finish you!" He attacked Optimus but Optimus fought back. Unicron got some close shots in, but in the end, Optimus destroyed him. Then more Unicrons appeared in his place.

"You cannot beat me, disciple of Primus!"


"Optimus is in trouble, let's roll," Ratchet said as he turned to activate the space bridge.

'No! His target is me. Stay back!'

"You can't hope to take on so many!" Gadget protested.

"This is not a sound strategy." Prowl added.

"I say we go anyway," Arcee agreed, hearing their Prime in distress. Ratchet sighed.

"Go! Go now!" he said as he opened the ground bridge.


The group went through the bridge to help Optimus. They started helping to fight off the Unicron soldiers. "It feels like there is no end to them!" Prowl said.

"All we can do is just keep demolishing them!" Gadget called back.

"What are you doing here? I said to stay at base!"

"Ya clearly out numbered OP!"

"But I'm Unicron's primary target."

"Optimus, you can't hope to defeat all of them on your own. There's no way," Gadget said as she came over and helped him take one down. "You need our help."

"If you don't survive neither will this planet or the humans," Ratchet said over his comm. link. "Let them help."

"Very well." They all raced around the area, trying to destroy the constant onslaught of Unicrons. When they finally thought they were done a bigger much up to scale Unicorn appeared in front of them.

"-computer noises of questioning and worry-"

"No, Bumblebee. It's not Unicron himself, simply another manifestation."

"By Primus..." Prowl said to himself.

"Let's go!" said Arcee.

"Wait for me!" Gadget called after her as the two femmes went after it. The others joined in, trying to bring down the rock titan. They were able to get a few shots, but it caused a rock slide onto Optimus. The Unicron soldier laughed and was just about to squish him into a spare parts. A flash of purple energy destroyed the head, causing it to fall. Everyone watched.

"Bee?" Gadget asked.

"Jazz?" Prowl asked.

"Wasn't me," said Bulkhead.

"Then what happened?" Arcee asked.

"I happened." Megatron smirked from near by. He jumped off the rocks he had been standing on and came over. He went over to Optimus and put his fusion cannon hand forward. He powered up the cannon, forcing everyone else to power up their weapons. He smirked again before turning his hand over and offering Optimus help up. Optimus took it and the two walked over to the others. Optimus glanced at them and they disengaged.

"Megatron..."

"It seems we have a common enemy." Megatron said. Optimus and the others looked at him questioningly.

"Unicron wants to destroy this world. -I- want to conquer it as mine."

"Like you did with Cybertron?" Gadget growled.

"I assure you, this time I will leave the planet fit to rule!"

"How long do you expect this alliance to last?" Optimus asked seriously.

"As long as it's mutually beneficial."

"And when our alliance is no longer necessary?"

"Then, as I said, I will conquer this Earth as mine."

"Optimus...you can't do this..." Gadget pleaded.

"Why are we aligning ourselves with Megatron?" Prowl asked. "He's made his plans clear."

"Because," he smirked. "I need Optimus...the power of a Prime to defeat Unicron."

"Then we don't need you!" Bulkhead spat.

"On the contrary. Unicron's blood flows through my body. I'm the only one who can guide you to him, hear his thoughts."

"Then we have to go with the lesser of two evils then..." sighed Arcee.

'Aligning with a lesser evil, is STILL siding with evil,' Ratchet growled.

Optimus sighed. "There is only one way to defeat Unicron and only one way to get there."

'You can't ground bridge inside Unicron! Besides, that much Dark Energon will debilitate all of you. You don't have an immunity.'

"Yet another valid point for me to join you."

"...I don't like this..." Gadget said warily.

"Neither do I," agreed Arcee.

"Sir, I do not believe this is the logical way."

"The only way to stop Unicron is with the Matrix of Leadership."


"The collective wisdom of the Primes?" Melissa asked at the base. "It has the power to destroy him?"

"The power to stop him, yes, but not completely destroy him. If we destroy his physical form, we destroy the Earth that he has become...this very planet."

"Oh...so...it'll kill his spark?"

"Something like that," Ratchet sighed.


Just as Optimus and Megatron agreed on the temporary truce, another huge rock form of Unicron started to form. "Go, I'll hold him off." Megatron said.

"Ratchet, open a ground bridge," Optimus called. Megatron transformed and started shooting at Unicron. As the others went into the bridge, Optimus watched for a bit before following them.


"You can't be serious about this sir." Prowl said when they got back to base.

"There is no other way, unless you can come with an alternate strategy." Prowl sighed, he knew Optimus was right but he just didn't like it.

"How can you even think of letting that monster anywhere near these children after what he did to Raf?" June said.

"I agree with June," Gadget said, "but I trust your judgment, Optimus."

"He will be watched closely and only allowed to stay to get us to the core, not one second longer. Ratchet, open a bridge."

"Wait a second there Prime, aren't you worried about Megatron finding the location of the base?" Fowler said.

"By ground bridging him here directly, he won't be able to pinpoint the exact location."

"What's going to happen to you when all your Matrix energy runs out?" Jack asked.

"The power of the Matrix has not been utilized in this manner." Optimus said.

"But it's the only way to stop Unicron," Wheeljack said. "It must be done."

"Whatever happens after, we'll help," Gadget said.

"You can always count on us OP." Jazz said. He nodded. Ratchet readied the coordinates before pushing the humans into the hallway. Miko protested heavily. "I've never seen Megatron, why do I have to hide?"

"Miko!" Melissa scolded. "He's the leader of the Decepticons. He could squish us if he wanted to. This is between the Autobots and him. Why does it matter?"

"Because... I want to know what I should be so afraid of..."

"Well, you're hiding," Ratchet said sternly.

"Why?" she pouted, wanting a good reason.

"Because I said so!" Ratchet said, pushing her with the others. Miko sighed, but took her place with the humans.

"You'll be safer here. We don't want Megatron to remember who you are. He could use you as bait later on to get to us," Gadget told them. The other 'Bots waited as Ratchet opened the bridge. When it opened, Optimus stepped forward as Megatron arrived. Everyone one behind him had their weapons on hand just in case the Decepticon leader pulled anything. He grinned a little as the bridge closed behind him.

"So...this is where all the heroic action takes place...QUAINT," he smirked in mock joy. Rafael started to stir from the group.

"...Y-You...YOU!" Rafael growled as he raced up to him.

"No!" June Darby and Melissa called as they went after him.

"Ah, you're looking quite well from our last encounter, little boy. Humans...resilient," he smirked.

"Don't think we're weak, Megatron," Melissa said in a moment of boldness. "We're just as capable as the Autobots are...and we will stop you eventually...count on it." She put a hand on Rafael's shoulder and dragged him back with June and the others.

"C'mon guys, you know he's not worth it," Jack said.

"You. I never forget a face, especially that of a humans..." Megatron warned, staring Jack down. Jack stared back, remembering that time in the mine. He rejoined the others too.

Miko jumped forward. "IF YOU DOUBLE CROSS ANYONE, MINE WILL BE THE FACE YOU NEVER FORGET! NEVEEERRR!"

"Miko! Stop it!" Melissa scolded as she helped Agent Fowler pull her back. Optimus and the others watched the humans. Optimus turned to Megatron and then to Ratchet.

"Ratchet...obtain the coordinates from our guest." As the others kept watch, Megatron and Ratchet went over to the ground bridge controls. "Jack." Optimus said as he came over "Can I entrust you to hold on to something for me?"

"Yeah sure." Optimus took a shiny, intricate card like device from his subspace compartment. It transformed into a smaller, human sized version of itself once Jack took it. Melissa watched in awe at the beautiful object. "What is this?"

"It's...the key to the ground bridge power supply," he lied.

"Shouldn't Ratchet have this? Or maybe Wheeljack?"

"You have proven yourself to me and the others, Jack. I have seen leadership qualities in you. And in you as well Miss Jackson," he smiled in Melissa's direction. "Promise me you'll hold onto it," he said as he turned back to Jack. He only nodded in reply before pocketing it. Optimus then turned and headed back to the others.

"Everything is done sir." Prowl said "Still don't trust him though."

"Autobots, let's go."

"Jazz and I will stay with Ratchet and the humans." Prowl said.

"Understood. Megatron...lead the way." Gadget and the others followed.

"Be safe...all of you..." Melissa said to herself. Everyone watched as the group disappeared. They emerged on a purple, glowing walkway. The "room" they were in was a series of mechanical nerves, muscle like tissues, blood vessel passageways, and the like. The spark beat of Unicron could be heard everywhere and the entire place was pulsating with dark energon.

"We're inside evil itself..." sighed Gadget.

"So...how long until the Chaos Bringer himself knows we're here?" Arcee asked.

"Oh...he already does..." Megatron said as they walked.


Meanwhile back at base the small group watches about the weird weather before the signal gave out. "Okay..." June said, trying to lighten things up "Who is up for some games?"

"Okay that's it." Fowler said.

"Where ya going dude?" Jazz asked.

"To get help. I've got friends at the Pentagon."

"And what good will that do?" Ratchet said.

"Logically you cannot do anything. Optimus Prime..." Prowl started.

"You mean Optimus and Megatron." Fowler argued.

"I'm not happy with the current arrangement either, but with Optimus and Megatron together again-..."

"Again?" Rafael asked curiously.

"Megatron was an Autobot?"

"Optimus was a Con!" Miko said. Prowl looked a bit surprised, and Jazz tried not to laugh.

"Ya want me to tell them Ratch?" Jazz asked.

"I'll correct you on any details," he nodded.

"Okay cats now here's the low down." Jazz said "This happened way before the war ya dig? Before any Autobots and Decepticons."

"Even long before I met Jazz." Prowl added.

"You didn't meet Jazz right away?" Melissa asked.

"No, I joined the Autobots later on." Prowl said "But...that's another story."

"Right," Jazz smiled. "Now, as I was saying..." He continued to explain the past of Orion Pax and Megatronus. Ratchet would chime in once in a while.

"And thus the Matrix of Leadership was bestowed upon Orion Pax. He ceased to be Orion and became...Optimus Prime."

"Yep."

"So Optimus got the Matrix from Cybertron's core and he's going to give it to Earth's?" Miko said.

"Correct." Prowl said.

"What's going to stop Megatron from trying to take it again?" Jack asked.

"His reign of tyranny..." Melissa sighed. "He wants a planet to rule, ours..."

"Optimus won't let that happen," said Jack.

"No, most likely not," agreed Ratchet.


As the group walks deeper inside Unicron, the dark energon was starting to take affect. Bulkhead started to get woozy. "Easy, Bulk," Gadget said as she held him steady.

"We have to hurry," Arcee said to the others.

"Yeah... the Dark Energon levels down here are off the charts. We must move quickly."

"He's going to expel us." Megatron said, a little worried. Then bat like creatures started to come at the group.

"What the scrap are they?" Arcee yelled.

"Antibodies..." said Gadget. The group power up their weapons and started to fight them off. They fought their way towards Unicron's spark chamber.


Meanwhile on the Nemesis, Airachnid was talking to the crew saying how odd Megatron was acting. Barricade was standing next to Soundwave not liking the way she was talking about their leader, and he was sure Soundwave didn't like it either. "Are you saying we should abandon Lord Megatron?" Knockout asked.

"He has been...out of sorts recently and Earth is just a FAILED science experiment. We need new leadership. It's time to recognize a future WITHOUT Megatron."

Barricade growled. "Why you little..."

"Is that a challenge?" she smirked.

"No one talks that way about Lord Megatron," he said as he started to come near. Soundwave came in front of him and put his arm out in front. The two shared a look. Barricade nodded before letting Soundwave stare her down.

"Stand aside!" Soundwave just stare at her. "Got something to say, Soundwave?" she said. He showed her Megatron's faint signal. "And?" Soundwave jumped on her for the moment. He managed to wound her and cause her to stumble onto the floor. "I'll rip out your spark for that," she growled. When she looked at his chest, the "armor" was missing. She looked around and saw his faithful minicon, Laserbeak flying around. Laserbeak aimed at her and fired at her. The two went at it as Soundwave beat her into submission. She sighed heavily in a heap on the floor. "...I yield..."

Barricade came near, sneering at her and gave her a sharp kick. "That is what you get when say such things about Lord Megatron." She only growled weakly before slowly getting to her feet.


Back at the Autobot base, Ratchet was going through the system. "It's just what I thought." he said "We are getting no signal from any of them."

"The Dark Energon is interfering right?" Melissa asked.

"That or the odd interference from the anomalies around the planet."

"What ya got there Jack?" Jazz said when he saw Jack sitting near by tapping the item Optimus had gave him.

Ratchet looked over to see what Jazz saw. "Where did you get that?" he asked.

"Optimus, but I don't know why he gave me the key to the ground bridge power supply." Jack said.

"There is no key to the ground bridge power supply."

"Then what is it?"

"You are holding one of Cybertron's oldest relics. It's the Key to Vector Sigma."

"What? I shouldn't have this!" he said, trying to give it to Ratchet.

"No Jack!" Melissa protested. "Optimus gave it to YOU. He trusted you with it obviously," she scolded, stopping his hand in hers. "The question is, why would he give one of us something that important?"

"...Because Optimus doesn't plan on coming back..." Ratchet sighed.

"What?"


Deep inside Unicron's body the group was getting closer to his spark chamber. "Megatron, listen to me!" Unicron ordered "Kill the Prime!" He shoved him out. "Unicron's spark is just beyond here."

"And just how are we gonna get in?" Gadget protested.

"By fooling Unicron's defenses into thinking we are not a threat." The shard in Megatron's chest glowed, making the doors open up to them.

"Autobots, I leave you in charge of keeping the attackers at bay." Optimus ordered before flowing Megatron into the room. Gadget and Arcee watched hesitantly before turning to the antibody bats. Once Optimus and Megatron arrived inside the chamber, Megatron looked towards him.

"Optimus, swiftly." As Optimus tried to get close the spark's energy tried to attack both of them. Unicron once again tried to order Megatron to attack Optimus. He fought back. "No one controls me!" Optimus slowly got closer, though he was weaker now. The planet started to shake as Unicron made another push to control Megatron.


"It's an earth quake!" Fowler said as they can feel the ground shaking back at the base. Prowl quietly took Jazz's hand into his own as he waited and prayed to Primus that Optimus can stop this.


Unicron's spark flared to life. "Foolish disciple of Primus...you cannot stop me..." Optimus opened his chest plating and weakly kneeled forward.

"...Matrix of Leadership...I call upon you..." Something deep inside started to glow. Megatron fought hard enough to pass out, giving Unicron complete control.

"I will stop you now and destroy you with your world!"

"Not while I still function Unicron." Optimus said "And with the power of the Matrix I will light our darkest hour!" Optimus opens his chest plates, letting the light from the Matrix pour out and into Unicron's spark.

"AAAAAAAAHHHHHHHHHHHH!" Unicron was no more. Optimus fainted from the strain. Megatron, who was now in control of his body again, looks over at Optimus.

"Hmmm partners huh?" He activates his sword and slowly started to head over as Optimus slowly came too.

"Wh-Where are we Megatronus?" the Prime asked as he looked up at him, still recovering.

Megatron smirked, withdrawing his sword and offering a hand. "Don't you remember old friend?" he said as he helped him to his feet. "We-..." The others burst into the room, having free access now that Unicron was dead.

"Optimus! You're alive," smiled Gadget.

Optimus looked confused. "Why did she call me that?" he asked as the Decepticon's ground bridge activated behind them.

"What did you do to him?" Arcee growled.

"Optimus...?" Gadget sniffled.

"Who are they?" he asked Megatron.

"Our mortal enemies! Go through our bridge! I'll cover you!" Optimus still looked a bit confused, looking at them for a bit before retreating into the ground bridge. He disappeared as Megatron shot at the others before following after Optimus. The others tried to go after them but the ground bridge closed just as they got there. A ground bridge from base opened up.