Disclaimer: I don't own Transformers and I got nothing in the way of one-liners today, so here's the next chapter you techno-dingbats….. And I was just being nice.

Chapter XII

Autobot City
12:39 hrs.

Ultra Magnus had the Matrix of Leadership. But he didn't feel like a leader. He'd never seen himself as one. That honor belonged to Optimus Prime and he was dead. It just felt wrong that Magnus was alive while one of his closest comrades was not. So, watching as the body of Optimus Prime was being hauled out of the ruined city with was all the more painful. It was the same sort of pain felt by the survivors. Other Autobots that had died in the siege were loaded along with Optimus into the rocket form of Omega Supreme for transport back to Autobot Headquarter. Still, the shock was there among the survivors and even with Ultra Magnus serving as their leader, they all felt near directionless. As such, Springer came up to Ultra Magnus and tried to maintain some small level of professionalism.

"So, what the plan?" he asked.

Ultra Magnus was quiet for a moment with his arms crossed, then said to Springer, "Honestly, I'm not quite sure where to start. I think the first priority is to get our dead and wounded back to Headquarters," Ultra Magnus turned to Wheeljack. "What's the current status on Skyfire? How soon will he be able to fly?"

Wheeljack hung his head. "He took a heavy blow to the fuselage and his conversion cog is smashed. He's still alive but with the damage, there's no way Skyfire will be able to transform again much less fly."

"Any suggestions? "Ultra Magnus asked.

"I've got some ideas on possibly reformatting Skyfire. Brawn too, but I'll have to go back to Headquarters with them." said Wheeljack.

"What kind of reformatting?" Springer asked.

Leave it to Wheeljack to tell Springer, "That's top secret, Springer."

"How long will it take?" Ultra Magnus then asked.

This time, Wheeljack got serious and said, "Well depending on what materials are available, it should take about a day and a half for Brawn. As for Skyfire, well…

Before Wheeljack finished, Perceptor came up to Ultra Magnus. "Ultra Magnus, all of our wounded have been loaded onto Omega Supreme. The Aerialbots and Protectobots will provide escort back to Headquarters."

Ultra Magnus nodded and turned back to Wheeljack. "Wheeljack, you head back to Headquarters with Grapple and Hoist and do what you can for Brawn and Skyfire. I'll keep a skeleton crew here in the city and we'll try to salvage what we can."

"And what if the Decepticons make another push?" Springer asked.

"They've taken considerable losses too. I think it'll be a while before we see them again." Ultra Magnus said, and inwardly hoped.

"Okay big guy, you're good to good," Tracks told the giant rocket form of Omega Supreme. "Get our comrades back safe and sound."

"Assignment accepted. Destination: Autobot Headquarters. ETA: twelve Earth cycles." And the great rocket launched itself skyward, banked and soared away toward.

The Aerialbots accompanied Omega Supreme in the air while the Protectobots provided a more grounded escort. As for Ultra Magnus, he remained in the city with his skeleton crew of chosen Autobots. The crew consisted of Springer, Arcee, Perceptor, Tracks, Kup, Blaster, Hound, Mirage, Pipes, Breakaway, Blur and Hotrod with Daniel. The Dinobots remained with the motley crew, though their participation in the salvage operation was questionable at best. Ultra Magnus would take whatever he can get from the Dinobots. Hotrod might have been another story. Magnus sensed that he still felt responsible for Prime's death. If he did, he didn't show it. In any event, Ultra Magnus took to addressing the crew.

"Okay, we've got a long haul ahead of us," he said. "We need to salvage whatever we can from out of the rubble, and hope that the 'cons don't make another appearance anytime soon. Lets get to work."

The Autobots dispersed, except for Hotrod, who approached Ultra Magnus. "Magnus!"

"Hotrod," Magnus said back. "You okay?"

"Yeah, but," Hotrod struggled to find the right words. "I still feel guilty about what happened. If I hadn't gotten involved, Optimus would still be alive."

"If you hadn't gotten involved before the siege, the Decepticons would've razed the city and we'd all be dead," Ultra Magnus said and put a hand on Hotrod's shoulder. "Whether you know it or not, you saved a lot of lives. I think in the end, you did the right thing."

To hear Ultra Magnus say that brought a smile to Hotrod's face. "Thanks, Magnus. Not entirely sure if you're right, but thanks."

"Don't mention it, Hotrod," Magnus said. "C'mon, we've got work to do." And they went to join the other Autobots.

When Shockwave watched the video feed of the faux coronation (pirated of course), the overall distain he felt towards Starscream was replaced by astonishment. That astonishment came from watching an unknown Decepticon obliterate the treacherous Seeker. Shockwave wasn't one to complain. Rather, he enjoyed it. But when it came time to learn, Shockwave studied the video and listened. Galvatron, the newcomer called himself. Shockwave froze the video and then zoomed in specifically on the face of this Galvatron character. There was a certain familiarity there. Starscream must've known it before his end, and now so did Shockwave. He also knew that the 'con called Galvatron had just entered his laboratory flanked by his lieutenants, Cyclonus, Scourge and Tempest. Shockwave didn't bother to turn, and Galvatron didn't bother to address him.

"You've certainly made a lasting impression, as Starscream had learned." Shockwave said without turning.

"A few million years too late," Galvatron stated. "I assume you were expecting me, Shockwave."

Shockwave turned at last to face Galvatron. "I was expecting Megatron, or at least what was left of him."

Out of nowhere, Cyclonus unsheathed a duel edged saber and held the point of the blade at Shockwave. "You will watch your tone when speaking to Galvatron."

"Stand down, Cyclonus," Galvatron said, and Cyclonus did so without argument. Galvatron then returned his gaze to Shockwave. "Indeed, I no longer answer to that name, but my ambitions are unchanged. I trust you won't make the mistake of usurping power from me, as Starscream did."

"I'm not Starscream." Shockwave said.

Then the female Decepticon called Tempest address her leader in a tone uncharacteristic of a 'con. "You killed him, even after he begged for forgiveness."

Galvatron drew his gaze toward his designated Valkyrie, optics glowing red. "What did you say?"

Most Decepticons likely would've backed down. Not Tempest, for she stood her ground. "Starscream was defenseless and you obliterated him without a second thought."

Galvatron stalked toward Tempest until he loomed like a shadow over her. "Had the rolls been reverse, Starscream would've done the same. Need I remind of your former life as Ramjet, that you chafed under Starscream?"

Tempest stepped back and looked at Galvatron confused. "I don't remember ever being this Ramjet."

"Interesting," Shockwave muttered. "Perhaps the process that remade you, Galvatron and you other followers, had an adverse affect on her."

"How so?" Galvatron asked.

"You recall your former life as Megatron, yet Tempest recalls nothing of Ramjet ever existing."

"But I recall my former life as Thundercracker." Scourge said.

"And I as Skywarp." Cyclonus added.

"I care not, as long as this seemingly faulty Decepticon dares not cross me again," Galvatron bellowed before returning his gaze to Tempest. "Are we clear on that, my dear?"

Tempest continued to stand her ground and ultimately said, "Yes, Galvatron."

To this, Galvatron sneered. "Smart girl."

"I'd just shoot her and get it over with." an unrecognized voiced proclaimed.

On instinct, the Decepticons rounded toward the source of the voice. It came from the shadows on the far side opposite the Space Bridge entrance. A faint green glow in the shape of eyes became visible and soon the owner of the eyes, optics rather, emerged from the shadows. A bot no larger than Cyclonus, black and silver with sharp, bladed wing and a mouthless face sauntered into the dim light of the lab. Galvatron could see that the intruder was unbranded. He was neither Autobot nor Decepticon. This made Galvatron wary even as he lowered his main gun.

"Who the Pit are you?" he said.

The intruder, in a calm, cool and collected tone said, "I'm nobody really, just a drifter. You can call me Sideways."

Galvatron was understandably suspicious. "What is your allegiance? Are you Autobot or Decepticon?"

Sideways shrugged. "Don't have one. Like I said, I'm just a drifter. But I figure that since I'm here, I might as well join your little team here."

"Why would a drifter want to join my Decepticons?" Galvatron asked, increasingly suspicious.

"No real reason other than I want to be where the action is," Sideway stated. "Is that so wrong?"

Galvatron didn't answer. He only narrowed his optics on Sideways. He knew right away he couldn't be trusted. He suspected Sideways was there for more than simply to fight for the Decepticons. What that reason was, Galvatron didn't know. But he'd find out sooner or later.

Bumblebee was bored and tapping his index finger on the console. He'd been staring at the radar for what seemed like ages, waiting for something, anything to happen. Opposite from his station, Spike and Carly busied themselves with some random task. This didn't included staring at a monitor of Kaon, which was already an eyesore anyway. Bumblebee was starting to drift when the radar blipped, bringing him back to reality. The radar blipped again and an image appear at the top right corner of the screen. Whatever it was, it was big. Too big.

"Spike, Carly, get over here." Bumblebee said.

Spike and Carly joined Bumblebee at the console just in time to see the image, now slightly larger than before. "What's going on here, Bumblebee," Carly asked, to which Bumblebee shook his head. "Is the radar damaged?"

"Can't be," Spike said. "These systems are state-of-the-art. They could pick up a rogue asteroid from twenty kilometers."

"Well, they picked something up, and I don't think it's an asteroid," Bumblebee stated. "It's way too big."

"Guys, I've plotted its trajectory," Carly said. "It's headed for Moon Base One."

Spike didn't need to be asked. He rushed to the communication console and flipped a switch. "Moon Base Two to Moon Base One, come in."

"Moon Base One, this is Spike on Moon Base Two. Jazz, Cliffjumper respond."

Jazz was the first to answer the call. "This is Jazz. What goin' on, Spike?"

"We've just picked up something very strange and very big headed your way," Spike said. "You guys see anything?"

Before Jazz could answer, Cliffjumper asked, "Hey Jazz, didn't Ultra Magnus tell us to keep an optic open for anything unusual?"

"Yeah why?"

"Does that qualify?" Cliffjumper was pointing out a view port at an enormous planetoid that was inching its way toward the Moon Base.

Jazz joined Cliffjumper at the view port and, mouth agape and dumbfounded beyond his wildest imagination, rhetorically asked Cliffjumper, "Where in the name of Iacon did that thing come from?"

"Who cares," Cliffjumper said. "I'm worried about where it's going."

"Jazz, Cliffjumper," Carly called from Moon Base Two. "Get out of there. Get out of there, now, right now!"

But the transmission cut out. Jazz tried to reestablish the transmission but nothing came of it. He then tried to send a message to Earth but that attempt failed too. Jazz looked up at the planetoid, which appeared to have opened a massive maw and then two giant spike dug into the Moon Base's surface. But he was determined to get through to Earth even as the Moon Base began to crumble around him and Cliffjumper. A minute later, Jazz was getting a signal.

"Moon Base One to Earth, come in. I repeat this in Moon Base One callin' Earth…."

The Autobots in the city were busy trying to salvage would they could. Blaster was among them when he stopped short. "What the…"

Ultra Magnus, who coordinating things, asked, "What is it, Blaster?"

"I gettin' a faint signal here," Blaster said. "I think it's comin' from the Moon Bases." Quickly, Blaster assumed alt form to try to boost the signal.

Then Jazz's voice came through though it was barely audible, "Is any… readin' me? This is Jazz on… se One. We got… situation up…."

"Jazz, it's Magnus. We can barely hear you. What happening up there."

"A weird lookin' planetoid just sho… our area," Jazz was barely heard saying. "… tearin' the base apa…"

Then Cliffjumper was barely heard. "We ne… elp up here. Are you read… Ear…..!" Then there was only static.

"Jazz, Cliffjumper," Ultra Magnus called as Blaster returned to proto form and Ultra Magnus told him, "Get in contact with Moon Base Two. Now!"

"Um… Mega… Gal… whatever! You might want to see this." stuttered the suddenly uneasy Barricade to Galvatron.

There was a look in Galvatron's gaze that prompted Barricade to pick his next words carefully. Then he saw what Barricade was talking about through the view port of Shockwave's lab. The other Decepticons present, new and old gathered around and watched the first Moon Base being torn apart by Unicron. Galvatron felt his optic narrow and then they pulsated in a crimson red glow.

Damn you, Unicron!

Of the awe inspired 'cons present, the only one to show no such awe was the mysterious Sideways. His complacency didn't go unnoticed. Slipstream kept a keen optic on Sideways even as most of the Decepticons remained fixed solely on watching one of Cybertron's moons being ripped to shreds.

Jazz and Cliffjumper had very little time to escape to the escape ship, even as the landscape of the Moon Base tore away. They couldn't risk transforming in the middle of everything. Every pieces of the moon was pulled toward the giant monster planet that was slowly consuming it. Thankfully, Jazz and Clifjumper had built in magnetic stabilizers in their feet for space walking. Or in this case, space running.

"C'mon, Cliffjumper! We're almost there." Jazz called out.

"What in the Pit do you think I'm doing?" Cliffjumper spat back.

Then out of nowhere, a steel panel was pulled right up and slammed Cliffjumper directly in the face. Cliffjumper keeled over unconscious and Jazz rush back to grab. More and more debris was flying around them as Jazz picked Cliffjumper's limp form up and slung him over his shoulder. No way was Jazz going to leave one of his comrades behind to die. Carrying Cliffjumper though, still proving slightly more challenging for Jazz. But they manage to reach the escape ship, clearly far smaller than the transport shuttles. Jazz didn't have time admire it. He hustled into the ship carrying with an unconscious Cliffjumper. Setting Cliffjumper down, Jazz got to the console and started prepping for launch. Outside of the ship, bits and pieces of the Moon Base were flying backwards and there was a heavy rumbling. The tremor was enough to wake Cliffjumper.

"Did I miss something?" he asked.

Jazz turned back to Cliffjumper. "Welcome back to the livin'! I could use a hand here. We gotta blast free, if we can."

Cliffjumper was quick to jump into the seat next to Jazz and started slamming switches. Countless lights flickered from the console and then came the subtle hum of the engine. The hum became a rumble and then the engine ignited. The ship blasted away just as the rest of the Moon Base was devoured by Unicron, and finally the ship was clear. Jazz glanced at Cliffjumper with a look of relief before the ship suddenly jolted and stopped dead. Cliffjumper checked the thrusters. They were at maximum but the ship wasn't moving.

"What's happening, Cliffjumper?" Jazz asked.

"We're not moving," Cliffjumper said. "I got the thrusters at max but we're dead in the water."

"Damn thing's got us caught in a tractor beam. Hang on!"

The team on Moon Base Two watched in shock as Moon Base One was consumed; Jazz and Cliffjumper with it. "We've just lost contact with Jazz and Cliffjumper," Spike informed Ultra Magnus on Earth. "And whatever that thing is, it's headed this way."

"Don't linger up there, Spike," Ultra Magnus said. "Get your team off the Moon Base, now!"

Carly came up to join Spike at the screen. "Bumblebee's prepping the self destruct sequence. Maybe we can slow that monster down."

Then Daniel showed up from Earth. "Mom, Dad. You have to get out of there. That monster's going to eat you alive. Get out."

"Daniel, we'll be okay," Carly told her son. "Everything is going to fine. Just stay with Hotrod and Arcee. They'll keep you safe."

"Hey kiddo," Spike said to Daniel, who was greatly distressed. "We'll find a way to get out of this, I promise. I want you to stay strong for your Mom and me."

"But Dad, Mom….!" The video cut out at that point.

In the background, Bumblebee was setting up the self destruct sequence. He glanced up to see Unicron inching ever closer to the Moon Base. It was awe inspiring, yet was also terrifying to watch. But Bumblebee refocused on his task, now joined in it but Spike. Carly was at the console setting the time to detonation. They could feel the whole moon shake. Unicron was almost upon it. The trio hastened their efforts until Bumblebee and Spike completed their task and Carly set the timer to one minute. With a nod from Carly, the trio headed out of their station toward the escape ship. Pieces of the Moon Base flew passed them as they entered the ship. With Bumblebee at the helm, the ship took off into the stars just as Unicron dug his massive pincers into the moon surface. Carly checked the timer from ship's computer; twenty seconds. Fifteen seconds. Ten. They were cutting it close. Unicron was tearing the Moon Base apart as the countdown hit five… four… three… two… Then a brilliant flash shot away from the moon, followed an orange and black could of fire and smoke. The ensuing sonic boom rocked to the ship and tossed the trio about like rag dolls. Then the tremor stopped and the trio looked out the view port. For a few moment they couldn't see passed the giant plume of smoke, and then Unicron reappear virtually unscathed.

"Oh shit, that thing isn't even dented," Spike shouted in despair. Then the ship jolt to a stop. "Now what do we do?"

Bumblebee could feel the ship going now in reverse. "Primus all mighty, it's sucking us in."

Galvatron was left absolutely fuming at the turn of events. "Unicron," he seethed. "How dare you consume those moons? Cybertron and its moons are mine alone, and none other."

"Galvatron, you mustn't stand against the creator," Cyclonus assured in an attempt to be a voice of reason. "It is our duty to serve the master."

Shockwave glanced at Galvatron, inwardly thinking, Did he just address that creature as Unicron?

"Unicron is not my master, Cyclonus," Galvatron thundered. "I belong to nobody."

As soon as Galvatron spoke the blasphemous words, he felt his body weaken. Then it became nearly impossible to move and think. Galvatron sank to his knees in agonizing pain, holding his sides. It was like he was being torn apart from the inside out, and then Galvatron realized it was Unicron torturing him. The other Decepticons, including those under his command, looked on in confusion as Galvatron writhed in pain. Except Sideways. He showed no confusion or concern. In fact, he showed no emotion at all, of which only Slipstream took notice. Galvatron continued to writhe and then heard Unicron in his mind.

"Remember who it is that you serve, Galvatron. I made you and I can unmake you."

"I… I will serve you, Unicron." Galvatron muttered in agony.

"You belong to me until your task is done," Unicron told his creation. "See that you succeed or you enter into oblivion." And the voice was gone.

Galvatron gathered himself as the pain subsided, then glanced at Shockwave. "How many Nemesis class battleships do we have?"

"Only one remains, but…"

"I want it ready within the next solar cycle, no later," Galvatron then pointed to his most loyal soldiers of Cyclonus, Scourge and Tempest. "The rest of you prepare; we make for Earth."

"What about him?" Scourge asked regarding Sideways.

Galvatron glared at Sideways and said, "He comes too. There will plenty of Autobots for all of you, but Ultra Magnus is mine."

Author's note: Wow, sorry about the delay. Writer's block strikes again. Anyways, that's another chapter in books.

Yes; Sideways is featured in this story. His personality is based somewhat on the Armada version, so Galvatron better watch his back. As for Tempest, well I'll let you figure it out.

Also, I hinted at what might happen to Skyfire and Brawn. But I'm not saying a word. I'm almost scared of the reviews.

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