A/N: You guys are so awesome! I was so worried that you would be upset with the last chapter, so thank you! I hope you enjoy this chapter as well, we are back to yummy angst! lol ^_^

Optimus hung in the dark. Trying to make sense of what the Matrix might want of him. That it had affected June so profoundly was only further proof that he still knew little of how it worked. He wished he could talk to Ratchet. He would understand the more complicated aspects of what had happened.

June seemed to be asleep. The soft comforting presence on his shoulder hadn't moved in some time. He imagined that he could feel the faint flutter of her heartbeat against his mesh.

"So . . . Do you really believe what you told her?"

"Of course. Why would I lie to her?"

Knockout tried for a shrug and failed. "To make her feel better so that she wasn't afraid of what might really be happening."

"Why? Do you think I am wrong?" Optimus wanted to turn and look at the Decepticon medic but was afraid of disturbing June.

Knockout didn't reply and the silence stretched on until Optimus thought he'd fallen back into recharge.

"I don't know."

The whisper was so faint at first Optimus thought he was hearing things. "You don't know, or you don't want to know?"

"She . . . She was so scared, of me . . . For me. How is that possible?"

"She is a very compassionate person. You have only seen the humans as barely sentient vermin to be eradicated. Just as Megatron does. Now you know different. Just because they are organic doesn't mean they are inferior. She's caused you enough grief that you should know this well."

"Don't remind me, she's the reason I'm stuck in here with you." Knockout grumbled. "So what are you going to do?"

"What do you mean?"

"About her. You can't just expect her to die along with you."

"Of course not. I'm not planning on dying either."

"Right." Knockout drawled. "You were dying, I should know."

"I am thankful for your diligence and hard work Knockout."

"Oh stuff it! I have no interest in your gratitude. I should have let you die."

"If you had, you would be dead too."

Neither of them said anything after that and Optimus hoped his words had reached the Decepticon. He'd never had much opportunity to get to know Knockout, either on the battlefield or before the war. The young bot was a mystery to him. Unlike Skyquake and Dreadwing he had no idea of Knockout's personality other than the few times they'd fought each other during their quest for the relics. He'd honestly seemed rather vain and shallow. Caring more for his own finish than even the mission. He didn't understand that kind of mentality, but he was seeing a different side of the medic now. Maybe the preening and vainglorious attitude were for show. A way to deal with the horrors of war.

Closing his optics he tried to relax, though the strain on his shoulder cabling was beginning to send sharp stabs of pain through his circuits. Venting slowly and evenly he tried to meditate. It had helped before when he was in trying circumstances. He forced himself to imagine the pain flowing out like water dripping off his fingers. It helped to an extent. He on the verge of recharge when something ghosted across his mind.

The touch was cool like fresh energon and tingled in the back of his processor. Orion, the Matrix will be in danger, as are you. You cannot let Megatron gain control of it. The human will assist you. Trust yourself. Trust her. I will show you the way.

He shuddered, optics snapping open. That was not Alpha Trion. Nexus Prime, I will do as you say.

When they come for you, you will know what to do.

Then the touch was gone. Trust himself. Trust June. In some ways he felt he trusted her more than he trusted himself. The same doubts that had always plagued him rose unbidden from deep within his spark where he'd thought he'd buried them. He didn't feel like Optimus Prime. He felt like Orion Pax, confused alone and unsure of what to do. Trusting himself was generally the last thing he did. He might have a lot of knowledge, but true wisdom meant knowing how to use that knowledge. He had no misconception about who was the smarter bot between himself and Megatron. He knew he'd made mistakes. Huge ones, but he'd accepted the consequences, lived with them, struggled with them. He didn't want a mistake on his part to cost the human race their home as his decision had cost his race theirs. But what was he supposed to do?

The door to the chamber opened, four Eradicons marching in. It seemed he was not going to get any more time to meditate. He stumbled, going to a knee as the cuffs were released. There was a surprised cry from June and he reached up to steady her, his servos moving too slowly for his comfort.

"I'm fine Optimus." If she hadn't been right next to his audio sensor he wouldn't have heard her. "What's going on?"

"I'm not sure yet."

"Hey! Hey you! Get me down! You can't leave me here!" Knockout screeched.

One of the Eradicons backhanded him. "You've been replaced, just be thankful that Lord Megatron is allowing you to live."

"For now." Another one added as he put a new pair of stasis cuffs on Optimus. Optimus looked over as another bot walked in. He narrowed his optics seeing the Decepticon scientist.

"Flatline."

"Prime! Imagine my glee when Megatron said he'd captured you!" Bitter red optics ran over his frame with pure avarice. "It's too bad he won't let me play. Much. The things I could do with your frame…"

Optimus kept silent. He'd heard horrifying stories about what Flatline and Shockwave had done to captured Autobots and even those Unaligned. He'd rather face Megatron head on any day that deal with either of them.

"Who is that Optimus?" June whispered from where she'd hidden behind his head.

"Flatline, a Decepticon scientist."

"I don't like the way he's looking at you. He scares you."

"Yes, he does."

"Come with me Prime. We are going to have some fun. Megatron wants to have another chat."

Optimus froze, his spark seeming to turn to ice. Another psychic patch? But why? What was Megatron hoping to accomplish?

"You stay out of my medical bay you freak!" Knockout was struggling in his bonds. Optimus watched as Flatline stalked over to the bound medic.

"Your medical bay? You lost it once Lord Megatron discovered the depth of your treachery. I'll be back later. I have plans for you."

Knockout's optics widened his jaw dropping. Optimus shuddered, truly dismayed for the little medic.

"Optimus . . . What's wrong, why are you so upset?"

"Not right now, June."

He was marched out of the chamber and back to the medical bay. At least the walk was giving him some time to prepare himself for another onslaught. He knew Megatron was going to try and manipulate him, either into revealing the locations of the other Autobots or other sensitive information. He had to be very careful. Fighting Megatron had exhausted him last time and he knew this time would be no different. He just had to trust that no matter what he could keep Megatron from getting the information he wanted.

The medical bay was very different from the last time he'd seen it. There was much more instrumentation. It seemed Flatline was truly making himself at home. Optimus balked at getting back on the table. The Eradicons hit him, forcing him forward. He wanted so badly to fight back, but June was still with him. One of them kicked his wounded knee, causing the joint to buckle. He shouted in surprise as he fell backward. He was tackled and dragged to the table. They made short work of securing him. He didn't notice too concerned about June.

"I am fine Optimus. Though that's one ride I'd rather not take again."

Flatline was double checking his instruments when Megatron sauntered in. "Optimus . . . How are you feeling today?"

Optimus refused to answer, pointedly ignoring the tyrant.

"Well, talkative or not, we have things to discuss. Are you ready Flatline?"

"Yes. I'm just recalibrating the sensors and the input feed like you asked."

"Good. How is that coming along?"

"I've established the parameters that Shockwave suggested for what you want to do. It should work, but it goes both ways, so please exercise caution Lord Megatron."

"Caution is for the weak. Begin the procedure."

Optimus listened to the exchange fear swirling tightly in his spark. He had to be strong. He gasped in shock as the device was attached. The same disorientation from before threatened to overwhelm him. He forced himself to be calm, to think of the one place he'd felt safest. The Great Hall.

He was looking down at metal polished to a mirror finish. Lifting his optics he gazed across the courtyard. It was as he remembered it, bustling with life and pristinely beautiful. He had to hold on to this image no matter what.

A large servo settled on his shoulder, starling him. He glanced up and jerked away seeing Megatron next to him. Megatron just smiled.

"It was beautiful wasn't it? But this is how I remember it."

Explosions shook the ground. Optimus lost his footing and by the time he'd righted himself the Great Hall was gone. He was on the plateau where the Omega Lock had been, fires still smoldering, smoke obscuring the sky.

"No . . ." How was Megatron doing this? How was he manipulating his memories?

A dark chuckle startled him. "Fascinating. Shockwave is going to be thrilled at how well this works."

Megatron turned to look at him, the manic grin still plastered on his faceplates. "I like that, you look so horrified. It's a nice change from your usual impassiveness."

"Stop this, Megatron. Stop it now. You have nothing to gain from doing this."

Optimus yelped as Megatron suddenly appeared directly before him. A massive servo grabbed his chin as Megatron sneered down at him.

"Nothing to gain? Really? How little you understand, Prime. I stand to gain everything."

Optimus pulled his head free. "You can't have it."

"The Matrix? Why not? All I have to do is kill you and take it."

"It's not that simple and you know it."

Again that smirk. "Oh yes. I know it."

Optimus stumbled back a step as Megatron advanced. "You can't think that playing mind games like this will achieve anything."

"You don't even understand what it is that I wish to achieve. You've never understood. You thought you did. But I only let you know what I wanted you to know. I think you've gathered that much over the ages."

Optimus looked away, but the sight of the ruined lock hurt nearly as much as looking at Megatron.

"So what is it that you want."

Megatron chuckled and lunging forward drove his fist into Optimus chest, knocking him off his feet.

"How . . .?" Optimus managed after a moment. Before there had been no physical contact in this place, no way to engage each other except with words. The changes Flatline mentioned, that was the only explanation.

"I want just what I stated before Optimus. I want to defeat you in the fullest sense of the word. You will call me Master."

"NO!" Optimus surged to his feet. "Your outrageous ego has driven us to the brink of extinction. I will not allow this to go any further!"

"Oh, we will see about that."