I don't own anything once again! Maybe a few OCs'…but that's it!

"All right does everybody understand the plan?" asked Chromia in the early mourning hours.

"Yes," stated Lancer, "I'll call you over the comm. channel during the meeting to tell you that Moonracer is awake and gone nuts; she's headed toward the Ark with Swoop, Boomer, Silverstar, and Gadget not far behind her.

"I'll be using my holograms," said Glimmer, "To make it more realistic."

"And I'll be standing guard at the entrance of the Ark in case anyone is following to tell you're pursers that they calmed her down, but Gadget has order no one but you to bother them at the moment," finished Silverstar resignedly.

"Excellent!" she said with enthusiasm, "I'll come back to the city with tears in my optics and ask permission from Prime if us femmes can use the old Ark as our base until we get our processors on straight again! Comments, or questions femmes?"

"Yes," drawled out Lancer, "This is the craziest idea you have ever come up with! Wherever, the real Moonracer is… she's laughing her aft off with Ratchet and Wheeljack!"

"Along with every dead Cybertrion in existence," added Silverstar, "Has it ever occurred to you the consequences of you're little scheme? If, no…when my brothers as well as everyone else find out the truth, they will never let him live it down!"

Chromia shrugged, "It's a slight problem, but he would have ended up in Moonracer's shell anyway; at least this way he can be useful and not stuck in the med bay. Speaking of you're brothers, where are they?"

Silverstar snorted in disbelief that they were going thru this charade, "They're in some place called Florence, Italy…the slaggers called me last night and said they were on their way to Autobot City."

Chromia grinned in glee, "Great! Another positive spin I can put to him, he can get back at the pit spawn!"

Silverstar pinch her nose bridge and sighed; while Glimmer leaned over to whisper to Lancer, "I think Elita is not the only one whom has gone insane…OW!" She rubbed her head from the slap, while Chromia glared at her sternly as she said, "If there is not anything further…let's get to work femmes!"

Meanwhile at the Ark…in Ratchet's old med bay…

Gadget wiped the sweat from her brow as she stood under the harsh glare of the emergency lights, carefully she took the last memory chip from the cerebral cortex, "Swoop you got those back up memory chips for me?"

"Me Swoop got them," he replied as he came up beside her, "Took Me Swoop while, Him Ratchet changed password to med bay safe before he..." He took a deep breath to calm down, and continued, "Me Swoop also made back-up for back-ups."

Understanding what he was feeling, she muttered sadly, "I know Swoop...I know," She cleared her thoat, "Now, please hand them to me…carefully…in order! Boomer have you fixed the spark case yet?"

Boomer sighed with exhaustion, "Almost, Moonracer did a slagging good job of damaging it. Why can't we work in a brand-new med bay with First Aid? We would be done faster, and this place is creepy!"

Both Swoop and Gadget snorted in agreement, finally he said, "Because Her Chromia got crazy idea…"

"And," continued Gadget, "If you think this place is creepy, consider how Swoop and I feel…it's like we're working with ghosts! You never met your Uncle or my Dad, this place is like a haunted junkyard to us! And on top of that, I am dissecting on my own creator's shell! Speaking of shells, Swoop where is his body? Better yet, why in the pit did you pick this place?"

Swoop winced at the memory as he handed her a memory chip, "Autobot City was destroyed at time, only place with a working stasis field that was close. Was going back to get his body, when Galvatron attacked…rest you know…by time Me Swoop had chance; body completely destroyed, nothing left but scrap," he reluctantly told them.

Both femmes revved their engines in fury, "That means we'll have to build a new body for him… from scratch! Fragg it!" yelled Boomer.

"And knowing Chromia," growled out Gadget, "All three of us are going to have to do it…here! With no help or up to date equipment! I have never built a shell from scratch before, mech or femme!"

"You think I have?!" shouted Boomer, "I may be Wheeljack's niece…but I am not a super genius he was!"

"Me Swoop say calm down!" he yelled, "We get thru this, then worry about that!"

They took a deep breath, "You're right," muttered Gadget as she took another memory chip, "You're right…let's get thru this, then worry about a new shell for him."

For a moment there was quiet, than Swoop asked, "Who is Her Blackarachia?"

Boomer groaned in despair, as Gadget answered him, "Its Elita One, she went insane with Optimus Prime's death. Also…"

Autobot City's Auditorium…

"She is the mother of our current Prime," explained Ultra Magnus to the assemble humans and Autobots, "Here is a current picture of her that was taken when she was escaping the Aura's brig."

As everyone viewed the orange and black femme on the view screen, Marissa leaned over to whisper to Rodimus, "Are you all right?"

He didn't answer vocally but her communicator did beep at her, quickly she read the text: "I will be when this slagging thing is over with and everyone stops staring at me like a monkey in a human zoo!"

Marissa's lips quirked into a smile and softly said, "But, you're the cutest monkey here."

As Rodimus blushed, they were unaware that they were being observed…from one pair of optics in a nearby vent as well as Chromia's who was sitting near them. 'I don't know if I want to be delighted or fearful,' thought Chromia, suddenly her communicator beeped.

20 minutes later…at the Ark…

Silverstar sighed as she watched nearly all of the senior Autobots officers following Chromia up the mountain, "Slag," she muttered, "Primus, why me? I never got involved in any of my brothers' idiotic schemes, now I am involved in this!" Sighing once again, she managed to re-gain her composure as they transformed in front of her.

"Report," ordered Rodimus.

"Gadget, Boomer, and Swoop have managed to calm her down in the old med bay…" lied Silverstar thru her mouth plate. Suddenly, a muffled noise could be heard coming from the Ark. Frowning Rodimus, gestured for the Autobots to follow him; Chromia gave Silverstar a look that said 'I hope you have a back up plan to advert this.' Rolling her optics in annoyance, she pressed a button on her wrist and returned the look that said 'I always have back up plans for your crazy schemes!'

A few minutes earlier…Ark's Med Bay…

"Gently, gently," muttered Gadget to Swoop, it was decided that since he saved this mech's spark…he should put it in the temporary shell. Boomer was nearby to place a hand over the mouth plate. All three knew of Chromia's latest scheme to her current wild scheme as well as Silverstar's back up plans A, B, C, etc. Carefully as he could, Swoop placed the mech's spark into the repaired casing. He let go of the spark; immediately the chest plates shut, optics came on line, and a male voice began to scream out but Boomer quickly muffled it with her hand.

Finally, the spark within what was once Moonracer glared furiously at Boomer…suddenly a beeping sound came thru Gadget's arm, she cursed, "Pit! Swoop, Plan A!" As he raced around the room at her command, she waved a wrench in Moonracer's face, "Don't make a sound and play along! We'll explain later!" Moonracer glared at her for a moment, and then nodded her head in acceptance. "Great," she said and then hit Boomer with her wrench, "Don't just stand there, go help Swoop get rid of the evidence!"

A minute later…

Rodimus Prime walked into Ratchet's old domain with a frown on his face, Chromia was up too something…but he couldn't quite put his finger on what. Gadget and Boomer stood at attention, while Swoop helped Moonracer sit up on the berth. "Rodimus Prime," Gadget said to him.

'Odd,' he thought to himself, 'Why did she use my full name?' Turning his attention to the wide eyed femme on the berth he asked, "Are you all right, Moonracer?"

If possible, Moonracer's optics got even wider; she quickly looked down at herself, her face became expressionless and she passed out against Swoop. "I guess not," muttered Rodimus as First Aid quickly went toward her, but was stopped by Gadget. "I got her!" she yelled, "She's my patient!"

She hastily looked over the unconscious femme, when she discovered the problem it took all of her will power not to curse up a storm. Forcing a smile, she turned toward her audience and started to gently nudge them toward the door, "She'll be fine, low energon and a bit emotional unstable, but fine!"

Chromia chuckled weakly, "I guess the apple doesn't fall from the tree, as the humans would say, your father was a femme magnet too!"

"Pity, he's not completely like him," muttered Ultra Magnus softly, but was heard by all.

Rodimus scowled in his direction, and Chromia chanted in her mind, 'Must not shoot… must not shoot.' Taking a deep breath, and putting on her best innocent, yet sad look, she addressed the young Prime. "Sir, is it okay if us femmes set up base here?"

All of the mechs, minus Swoop, stared at her shock, "Chromia!" yelled Kup, "Are you out of you're slagging mind?"

"Well," she explained, "I admit, it's as the humans would say... a fixer upper. But, we're not use to living around you big mechs, and it would bring some comfort to Moonracer as well as myself…"

"And I have a big project that I want to do, now that I have the room to do it!" Boomer quickly added.

Chromia keep up the act, while her optics blazed curiously at Boomer, fortunately, Grimlock asked the question for her, "What big project?"

"Oh, nothing like you Dinobots! Did you know Wheeljack was my uncle? I always wanted to meet and work with him, guess I can't do that now," babbled Boomer, "He was my inspiration, and I am really hoping you'll let Swoop work with me! It would be an honor to work with his creation. Don't worry …"

"Okay, Me Grimlock say okay," he told her hastily, "If He Swoop agrees?"

The femmes gazed sternly at him, a warning in their optics, Swoop gulped, "Me say okay."

Rodimus remind quiet as he suspiciously gazed at the femmes and Swoop, finally he said, "I guess you have my agreement as well, please contact Ultra Magnus, Arcee, or Marissa Fairborne if you need supplies."

"Thank you, Prime!" yelped Chromia, "Now, we better get out of their way…"

As she led them out, Grimlock lingered and said, "Him Swoop coming? You Swoop look awful!"

"Go on, Swoop," Gadget told him as sweetly as she could, "I'll contact you later if I need help."

As he trailed after his leader, Gadget's smile morphed into a familiar scowl as she tapped the wrench into her palm, waiting for her target. Boomer looked at her fearfully and then turned her attention to the unconscious mech, now femme that was on the berth. "You know what's wrong?" she asked, "I thought we did everything perfectly!"

Gadget just growled in response, finally her target showed up…Chromia swiftly ducked to prevent the wrench from hitting her head, "What slag was that for? Oh, they're gone by the way!"

"The glitch!" bellowed Gadget, "The fragging glitch! How in the pit is he supposed to pretend to be my creator with that glitch?"

Chromia jaw dropped in shock, finally she muttered out, "Slag! I completely forgot about it!" Silence reigned for a few moments; finally she suggested weakly, "Maybe you can find a way around it?"

"And how in the pit am I suppose to do that?" she yelled, "If my father and Wheeljack couldn't find a solution, what makes you think in Primus's name that Boomer and I can?!"

"All right," stated Chromia, "I'll think of something that can be a cover up for his glitch. Now, I just want to know one thing, what big project?"

Boomer looked over at Gadget, who gestured to her to explain, "According to Swoop, his body has been completely destroyed…he needs a new one."

Chromia slapped her palm over her face and cursed under her breath, finally she looked up, "I guess you two and Swoop are going to have to start building him a brand, new shell here. We can't take the risk of anyone, particular Blackarachia, in discovering our little scheme. Don't worry; I'll try to get any supplies you might need."

Gadget, gave Boomer an 'I told you so' look and then turned her attention to her commander, "You can start helping us by getting Teltran-1 back on line…We need access to Dad's records."

Chromia sighed resignedly, "I'll get the Light Sisters on it as soon as they help Lancer park the Aura next to the Ark, anything else?"

"Energon," Boomer told her, "We're hungry, and I imagine he will be too."

"Data on what's been happening since he left for Moon Base 1 a tron ago, if I'm right… that's the last thing he will remember from his back up memory banks," added Gadget, "I'm going to have difficulties enough keeping him here, plus he needs to know why you decided to use him in your little deception plan that has a very slim chance in succeeding!"

Chromia scowled at the two of them, "This will work, trust me," she said as she left the room, "I'll have Silverstar bring that data and some energon."

Later that day at Autobot City… in Rodimus Prime's Office…

Rodimus was leaning back in his chair, feet on desk…and playing with a giant version of a human paddle ball; he was lost in thought, 'Something is off with those femmes and Swoop! All right, Roddy… let's review what you noticed! Silverstar was clearly lying to me, though no one else noticed it; Gadget using my full name; the femmes appear to be blackmailing Swoop…Grimlock noticed that one! And the biggest clue so far… Moonracer's reaction! I know she didn't faint! Something else…her reaction reminded me of someone... but whom?'

Suddenly the chime to his office door announced a visitor, quickly hiding his play toy and picking up a data pad, he announced, "Come!"

Red Alert stepped thru the door holding a data pad, "Prime, I got my recommendations to update security, Magnus approved all of them but one."

Frowning, Prime reached for the pad, "Which one?"

He sighed in frustration, "Using the femmes that just arrived in security, according to Chromia's report; Elita…I mean…Blackarachia now has some sort of hypnotic power that affects mechs."

"And Magnus didn't approve of this recommendation because?"

"He didn't approve," he explained, "Because Chromia has no definite proof, just a hunch. He actually ordered me not to bother you with this, said you wouldn't understand."

It took all of Rodimus's will power not yell out, instead he growled, "I see."

Red Alert stared at him for a moment, finally he asked, "Permission to speak freely?"

"Go ahead," he told him as he slammed the data pad on the desk.

"I admit I am a paranoid son of a glitch," Red Alert told him, "But, what Magnus and Kup are doing to you is pure slag! You're just as good as Optimus Prime; in fact he would be proud of you! And if Elita-One was in her right mind she would be too! Prime, I advise…"

"You advise?" he gently encourage.

Taking a breath, he said, "I advise that you find someone to replace Ultra Magnus as second in command, he's making the Autobots loose confidence in you."

"I see," he drawled, "And who do you think I should replace him as SIC? You?"

"Pit no!" protested Red Alert, "I would be even under more stress and become even more paranoid!"

Rodimus tapped his fingers on the desk, thoughtfully he said, "Red, I'll talk to Magnus about your recommendation, but can you do me a favor and keep it just between us?"

"Certainly, sir!" he proudly exclaimed.

"Quietly," he ordered, "Go thru the Autobot personal files, and give me recommendations on whom can replace Ultra Magnus as second in command."

Red Alert gulped, "Yes, sir. When do you want my recommendations?"

"The moment I get back from Cybertron," he explained, "I'll be leaving next week, and I'll be back in six Earth months. Make sure I am alone before you give me you're report, and remember…I want this to stay quiet until I can find someone to replace him!"

"Yes, sir," he said and then swiftly left the office to start on his task.

Taking a deep breath to calm down, Rodimus turned on his desk communicator, "Prime to Ultra Magnus, would you please come to my office?"

"Magnus to Prime," a voice answered, "I am on my way."

A few moments later…

Ultra Magnus walked into Prime's office, but stopped suddenly as Rodimus was staring at him coldly…with the Matrix of Autobot Leadership out in the open and on his desk. "Prime!" he yelled, "What in the pit…"

"Do you want this?" Rodimus asked frigidly.

"What?" he confusedly asked.

"Do you want this?" he repeated.

"No!" he shouted, "I don't slagging want it! What in the pit is wrong with you?"

Rodimus shrugged and sarcastically replied, "I just thought you want to make it official, it seems obvious to me that you wanted to be Leader of the Autobots. Ever since I've destroyed Unicron; I have become a figurehead under you and Kup…particular you! So, why not make it official, Magnus Prime!"

Ultra Magnus stared at him in shock, finally he stuttered out, "Th-the Matrix choose you! And you're the son of Optimus Prime! I do not want to be the fragging leader!"

"Then," Rodimus growled out as he put the Matrix back into his chest compartment, "Why in the pit have you and Kup been giving me slag for the past tron?! Why do think Chromia shot you in the spike plate?! Even she could see it, and this is the first time she's seen me since I became Prime!"

He was about to say something, but Prime stopped him with a raised hand, "I want you to implement all of Red Alert's recommendations...including one particular recommedation that adds femmes to security," he ordered grimly, "Now, get out!"

"Prime..." he started to say.

"Out!" he bellowed.

As Ultra Magnus quickly left the office, Rodimus wearily closed his optics and pinched the bridge of his nose, he muttered unconsciously, "I need Marrisa." His optics shot open, and looked at the ceiling, "I did not slagging say that! She's a friend, Roddy. Just a friend!"

Unknown to him and his two visitors, a pair of red optics watched from a vent and tapped a claw, silently on the metal, 'Poor dear, the Prime heritage is becoming clear,' thought the intruder, 'Unworthy comrades that my precious has, but mother will help her precious…yes, she will. Soon, he will be in his mother's web…soon."

Later…sundown…at the Ark…

Gadget rubbed her face with a sigh as she sat behind her father's old desk, and going thru every scrap of medical information he had on a certain mech, 'Thank Primus, the Light Sisters managed to get Teletran 1 working again,' she then frowned as her computer screen started to fritz out, growling she hit it and it started to working again, 'Some what!'

Suddenly, she heard a groan coming from outside the office, "Well, well," she muttered as she shut down her computer and walked over to her patient.

She stared down at her mother's form that was lying on the berth, "You're awake!" she said with mixture of sarcasm as well as force cheer, "Gadget is the name, Ratchet's and Moonracer's daughter if it makes you feel any better. I am you're medic in this run down pit dump! What's the last thing you remember?"

"R-rodimus Prime?" he weakly stuttered out, "H-he called me Moonracer?"

"Yes," she drawled out, "But, before that lovely memory, what's the last thing you remember doing?"

"G-going to Moon Base 1, wh-what happened?"

"That's what I thought," she told him, "I am going to call Chromia, Swoop, and Boomer. Chromia will give you the short version of what has happen the past tron as well as her current crazy idea involving you! And as much as I hate to say it, she's right! We need every advantage with the Autobots' new enemy, and you're the ace in the hole as the humans would say!"

"New enemy?" he asked as his voicalizer started to sound stronger.

"Yes," she answered as she waved a wrench in her face plate, "And I do not want you crashing again when you find out! Chromia will explain and Silverstar has left you a bunch of data pads for you to read, so you can have those exact details that you love so much! But, only when I think you're strong enough for it!"

"Agreed," he muttered reluctantly, "You, Swoop, and Boomer?"

Guessing his question, she winced as she replied, "How you got in my mother's shell, as well as…" She paused not certain, if she tell him or not.

Moonracer's face frowned, as the male voice encouraged, "Go on."

Gadget cursed under her breath, and then blurted out, "As well as how we are going to build you a new body; there is nothing left of you're original shell," she immediately picked up on his next question, "Dad and Wheeljack can't build you one, and Chromia will tell you why! Now, stay down, and be quiet while I make a few calls!"

As he watched her walked back toward Ratchet's office, he thought to himself, 'There is only one logical conclusion on why Ratchet and Wheeljack can not help me as well as why we have a new Prime. The answer is…" he paused as the ghastly feeling went thru his temporary shell, 'Slag! How?!' tears, slowly went down his face plate…

At that moment in Rodimus Prime's room…

Rodimus decided to go to recharge early, hoping he would be in better mood in the morning…but the Matrix and certain spirits had other ideas. Tossing and turning in a deep recharge, he dreamt:

Rodimus found himself in his office, at his desk…a figure entered the room and he gasped in surprise, before Optimus Prime. The ghostly figure was suddenly before him, and gently gripped his shoulder, "There is nothing to forgive, and I am the one who should beg for forgiveness from you my son," he said with an unworldly voice, "I should have told you the truth as soon as you arrived on Earth. I should have been there, for you and your mother."

The scene changed, and he was with his father on Lookout Mountain, "Do not listen to Ultra Magnus and Kup," his father advised him, "They still see a youngling; but I see a fully, grown mech whom I am very proud of!" Rodimus gazed at his father in wonder, and was about to say something but Optimus quickly continued, "Do not give up hope, or compare yourself to me; no Prime is a clone of his predecessor, my son. An old friend will help…oh! I almost forgot… you do love her, Rodimus!"

The scene changed again, Rodimus was in the old officer meeting room within the Ark…sitting at the table was Chromia, Boomer, Gadget, Swoop, and Moonracer. Rodimus frowned, wishing he could hear what they were talking about…he felt a tap on his shoulder, startled he turned around and came optic to optic with Ratchet! "That's not Moonracer," he stated eerily.

Another tap on his shoulder, he looked around…Moonracer! She spoke with the same ghostly voice as she put her arm around Ratchet, "I am here with him."

Rodimus felt another tap, scared out of his servos he turned around once again, this time it was Wheeljack. He declared ghostly, "One survived due to Swoop's wit, the help you need is coming."

"Who?" asked Rodimus in fearful confusion, he felt another tap and he slowly turned around…this time it was Optimus Prime….again.

"Chromia is still sane," his otherworldly father told him, "A bit more crazy, but sane. The spark in Moonracer's shell is…"

But before he could say, Rodimus woke up with gasp his spark beating hard in his chest. When he finally calmed down, he sat up and cursed, "What in Primus's name do I have to deal with now?"

Midnight at the Ark…in the Old Officer Meeting Room…

"So, in conclusion," explained Chromia, "Ultra Magnus refuses to heed my warning about Blackarachia, even if Prime manages to convince him…he will put the minimum amount of femmes on the Autobot security force. Since we need a genius tactician to catch Blackarachia when she makes her move, you fit the bill perfectly!" Quickly, before he could say anything she ticked off other reasons to go along with her scheme, "You're safe from her hypnotic power since your stuck in a femme shell; She doesn't know you're alive, and I would like to keep it that way…I am fairly certain she's sneaking into Autobot City."

He swiftly asked, "And what makes you think she won't sneak in here to spy on you and the rest of the femmes?"

Boomer chuckled weakly as she answered for her leader, "You made accurate documentation on how Soundwave's brats got into the Ark over the cycles; Lancer, Red Light, Stigma, and Silverstar are using it to plug up the holes."

The mech/femme just hummed in response, and Chromia continued, "Let's see what else…Oh! You can get back at the twin terrors for all the pranks they did on you over the eons! As well as kick Ultra Magnus's and Kup's afts, particularly Ultra Magnus's!"

The figure of Moonracer rubbed her forehead, with a processor ache, "I am going to regret asking this, but why kick their afts? Specifically, Ultra Magnus? He should be a good SIC…"

He was interrupted by a squawk from Swoop, "Him Ultra Magnus no good!" he shouted, "Him Ultra Magnus and Him Kup always comparing Him Rodimus Prime to Him Optimus Prime!" He then began to mock Ultra Magnus's voice, "Him Optimus did it this way! That's all Me Swoop hears, Him Optimus did it this way! Him Rodimus has to read daily reports behind Him Ultra Magnus's and Him Kup's backs, just to know what is going on with Autobots!"

Moonracer frowned, processors racing, 'Swoop has never been one to lie or exaggerate; neither has Chromia on a serious accusations such as this,' he thought to himself, for the first time since the meeting between them began…the femmes and Swoop could see a strong hint of the mech inside Moonracer's body. Her frame suddenly went straight and stiff in the chair, optics narrowed and her entire face became stern, "Let me see those data pads," he ordered.

All in the room brighten at those words, though Gadget did look resigned that she wouldn't be able to convince her patient to get some more recharge, sighing she said, "I'll get all of us some more energon and make excuses to Grimlock, I should have know that this de-briefing would not be short!"

As Gadget left the room, Chromia smiled at her old friend, "So, I assume you're going to help us and go along with my little plan?"

"Yes," he said as he grabbed the top data pad from the pile that Boomer handed to him.

"Anything else you need?" asked Boomer.

"Security tapes on Elita One, from her reaction to Prime's death to her transformation to Blackarachia; please also included her escape from the Aura's Brig," he ordered as he quickly immerse himself with the data pad's information.

"Anything else?" asked Chromia, who was quite pleased with herself.

"Her journal entries, both public and private," he said, not looking up from the information he was reading, "I need to know what's going on in her processor at the moment in order to counter whatever she is planning. In order to fool everyone that I am Moonracer, I'll need help; most likely from Gadget. As for my voice, I am slightly emotional unstable over Ratchet's death that I refuse to speak, and will use Earth sign language to communicate. That will be a sufficient excuse on why I will not talk. "

"What about you're glitch?" questioned Boomer.

"Same excuse," he calmly explained, "Which is not too far from the truth."

"And Him Ultra Magnus and Him Kup?" Swoop hopefully asked.

For the first time, what was in Moonracer looked up from the data pad and clench her/his jaw, finally he growled out, "I hate to think bad of old friends…but you're not known for tall tales, Swoop," He finally sighed regretfully, "Security tapes of any interaction between themselves as well as Rodimus Prime, also any other evidence you can find will be…helpful in my decision on them."

"I'll get Lancer and Silverstar right on it!" Chromia told him, and then smiled with glee, "It's good to have you back Prowl! Blackarachia, as well as everyone else won't know what will hit them!"

Prowl just grunted in agreement, as he started to, once again, read the first data pad.