Disclaimer: I had to make a couple of corrections in the last two chapters. Basically, I screwed up the chapter numbers but I fixed it. Such an oversight! Maybe I should stop with the Roman Numerals. Anyway, I don't own the rights to Transformers.

Chapter XIV

Tracks was the first to spot the incoming fleet of crafts coming directly for the city. The purple insignia on one of them was a dead give away. "We've got company, Ultra Magnus!"

Ultra Magnus looked up at the fleet and cursed to himself. "Looks like we'll have to bump up our trip! All Autobots to the shuttles."

The fleet of Decepticons descended hard and fast and opened fire on the grounded Autobots. Galvatron broke off from the pack and when right for Ultra Magnus. "I am Galvatron and I will crush you Ultra Magnus, just as Megatron crushed Prime."

From above, Galvatron fired with rapid fire guns beneath his wings. Ultra Magnus and other, including Tracks, Blur and Hound, rushed down a street avoiding shots. The street itself was narrow with a wall at one side, and a deadfall on the other side. They had to move fast in single file, which was difficult with Galvatron firing on them. Ultra Magnus and Hound stopped and fired back while Tracks and Blur ran passed them. He stopped too and fired at Galvatron. Galvatron proved his newfound air superiority, barrel rolling between shots and firing back. The Autobots ducked down to avoid the attack then returned fire. Ultra Magnus managed to strike Galvatron in the side, throwing the Decepticon leader off his path.

"You'll die trying, just like Megatron," he shouted then looked over to Blur. "Blur, head to the landing pad and get the Dinobots onto one of the shuttles."

"Why-do-I-have-to-drag-the Dinobots-onto-a-shuttle? Why-not-Kup-or-Perceptor-or-maybe-even-Daniel?" Blur whined in his usual speech.

"Just do it, Blur. Tracks, go with him." Ultra Magnus ordered.

"I-gotta-do-all-the-grunt-work," Blur continued to whine. "That's-not-fair-that's-not-fair-that's-not-fair-at-all."

"Shut up, Blur." Tracks shouted.

Tracks and Blur moved on while Ultra Magnus and Hound covered them. Other Decepticons made a rapid push toward them. From the look of it, it was Dirge and Thrust and a black and silver Decepticon the Autobots didn't recognize. The two Autobots attacked anyway, managing to strike Dirge on his underside and missing Thrust and the mystery 'con. The mystery 'con then disappeared from sight. A Decepticon with cloaking abilities, Hound thought as Magnus directed him forward. But the mystery 'con reappeared ahead of them and fired. Ultra Magnus and Hound hit the ground and just barely avoided the fire, and then continued on. The mystery 'con vanished again. This time, one of the wingless flyers came after them. But it didn't count on Breakaway appearing. Having assumed his alternate strike fighter form, Breakaway fired on the flyer. A direct hit. The flyer spiraled out of control and slammed into the moat far below the city. Another craft, this one a midnight blue/silver, appeared and fired on the silver and white fighter jet. A dog fight ensued between them.

Elsewhere, Acree and Daniel were accosted by the giant, reverse winged fighter known as Cyclonus. Hotrod was rushing after them when he saw Cyclonus fly passed them. Then he banked back and came right for them. He fired and blasted a portion of the walkway apart. Arcee managed to stop, but Daniel's own momentum nearly carried over the edge. Hotrod picked the pace just as Arcee just barely caught Daniel. Cyclonus flew passed them and off into the distance.

Whoa, that was too close," Daniel said. "Thanks, Arcee."

"Don't mention it, but stay close next time." Acree said as Hotrod came up to her.

"You'd better stay close to me, Arcee." he said.

Then Arcee pushed Hotrod to the side as Cyclonus was making another pass. They just barely avoided the oncoming shots and Cyclonus passed by. Arcee glared at Hotrod. "No! You'd better stay close to me."

"Hey lovebirds," said the hovering attack helicopter form of Springer. "Save it for fieldtrip."

Over by an abandon corridor, Kup, Mirage, Perceptor, Pipes and Blaster were fending off passing Decepticons. Most of them were Sweeps, led by a slightly larger and darker Sweep. The large one assumed proto form and charged right at Kup. Scourge formed an axe from his right arm and looked to nail Kup. Kup didn't have a melee weapon, and didn't need one. He let Scourge charge. Scourge closed the distance and swung wildly, and Kup simply side stepped him. Scourge righted himself and attacked again and missed again. Kup was proving himself the more capable fighter in spite of his advanced age and easily outmatched Scourge. This allowed Mirage, Perceptor, Pipes and Blaster to strike Scourge and force him to retreat. Mirage smiled but didn't see the black and silver Decepticon appear behind him. In a single, flawless motion, the mystery 'con drove a broad sword right through Mirage's back and then pulled out. Mirage's lifeless form slumped to the side and the other Autobots looked on in shock.

The mystery 'con, callous and arrogant, finally introduced himself. "Name's Sideways. Now, who's next to fall?"

Pipes, angered at the loss of Mirage, fired at Sideways. The other Autobots followed suit. But Sideways had more than one trick up his sleeve. (so to speak) Like a technological wraith, Sideways vanished from sight, then reappear right in front of Pipes. He dealt the smaller Autobot a none-life threatening blow to the lower chassis, and then another blow to the mask covering his face. Finally, a straight kick sent Pipes into Blaster, and the force of the impact sent them both through a far wall. Debris fell around them and pinned them. Only Kup and Perceptor remained but for reasons unknown to them, Sideways assumed alt form and took off. Though confused, Kup and Perceptor checked on Blaster and Pipes. Before Perceptor could try to help them, another Sweep came barring down on the group rapidly, quickly assume proto form before hitting the ground. He sneered menacingly at Kup and Perceptor and unsheathed an energy mace. But before he could make his move, an unknown road vehicle, dark brown with a hint of green, emerged from a far corner. The vehicle assumed a bipedal form that Kup and Perceptor didn't recognize, but it did bare the Autobot insignia. The mystery Autobot pulled out an energized battle axe and swiftly sliced the Sweep in half. Then he turned to the two Autobots, a face mask cover his mouth.

"You boys alright?" he asked in a familiar voice.

Perceptor recognized the immediately. "Brawn, is that you?"

The Autobot, appearently Brawn reborn, pulled Kup and Perceptor to their feet. "New and improved! That Wheeljack can work wonders, huh?"

"Save it for later, boys," Kup said. "We've got to help Blaster and Pipes."

With a nod, Perceptor went over to Blaster. "Are you alright, Blaster? Anything damaged?

Blaster shook his head. "Just my pride! Pipes is out cold this debris got us pinned."

"We'll get you out." Kup assured Blaster.

"No, don't worry 'bout us," Blaster said. "Just get to the shuttles. We'll be fine. Go!"

Perceptor didn't like leaving his friend Blaster behind, but he knew there was no choice. "We'll be back for you, Blaster. I give you my word."

"Just go, Perceptor. Go." Blaster confidently said. "I'll bug ya later!"

Perceptor felt Kup's hand on his shoulder as the Autobot veteran motioned him to move. Reluctantly, Perceptor obliged. Kup and the new Brawn assumed alt form with Perceptor climbing onto Kup. Then the three of them sped off, sadly leaving Blaster, Pipes and the dead husk of Mirage behind. Several minutes into their run toward the shuttles, they were joined by the alt forms of Hotrod, Arcee and Springer. As they rushed forward, they came under attack by Cyclonus and Scourge. Then a pillar of fire shot straight up at them, burning Cyclonus and sending Scourge retreating. The attack came from the Dinobots Sludge, Snarl and Slag in particular. Adding to the return fire was Swoop in the air, where he easily picked off random Sweeps and nameless Seeker drones. Meanwhile, Ultra Magnus fought off various 'cons on the ground with Hound. That was until Galvatron returned ready to fight. He assumed proto form mid flight, landed groundside with a heavy thud and confronted Ultra Magnus. A sinister smile crept across Galvatron's face.

"Hello, Ultra Magnus! We've important business, you and I." And Galvatron activated an energized duel edged sword.

Without removing his optics from his confronter, Ultra Magnus said to Hound, "Get to the shuttle and make ready for launch. I'll catch up when I can."

"But Magnus…" Hound started to say.

"That's an order, Hound," Magnus said, and Hound continued on toward the launching area. Magnus then faced his opponent. "Megatron!

Galvatron simply shook his head lightly. "No. I'm simply the ultimate evolution of Megatron. Smarter, stronger and more ruthless than he ever was. I am Galvatron, and I've come for the Matrix of Leadership. I suggest you hand it over."

Ultra Magnus tensed and soon revealed his favorite melee weapon; a massive hammer. "I won't hand you anything except a crushed head."

"Funny," Galvatron said, clutching his sword and tapping his foot on the ground. "That's exactly what I did to Starscream. Tell me, Magnus: what were Optimus Prime's final words before he died?"

That set off Ultra Magnus enough for him to take the offensive. He charged a swung his hammer wide and Galvatron sidestepped and parried. Galvatron went for a quick thrust only for Magnus to bat the attack away. Magnus responded with a vertical swing and missed Galvatron. The hammer hit the ground with such for that several electrical arcs sparked across the ground and dissipated. Galvatron attempted a wild swipe, Magnus parried and swung wide, and Galvatron responded again. Though they seemed evenly matched, Galvatron was clearly the superior combatant. After a back and forth flurry of steel on steel, Ultra Magnus and Galvatron reached a stalemate. Ultra Magnus readied himself for the next round, and Galvatron simply stood unthreatened.

"I'd expected Optimus Prime's successor to be a worthy challenge," he said with a cold sneer. "So far, I'm not impressed. Now, the Matrix if you please."

"Why do you want the Matrix?" Ultra Magnus asked.

But Galvatron didn't answer. Instead, he charged with sword pointed at his front. Ultra Magnus sidestepped and let the sword slice straight down into the ground. Then he pinned the sword with his hammer. Galvatron was taken aback and took a straight punch to the face, forcing him back. He wiped a small bit of oil from his mouth and sneered. But before they could continue, a Seeker drone came barring down and fired at Magnus. But the drone's aim was off and it almost hit Galvatron. Ultra Magnus used the distraction to make his escape. When Galvatron finally realized what had happened, he blasted the Seeker drone and then assumed alt form.

Ultra Magnus soon ran into Hotrod and the others on the way to the shuttles. The only Autobot unaccounted for, besides Blaster and Pipes, was Breakaway. He was still locked in a dogfight with the midnight blue/silver Decepticon flyer. Magnus could only hope that Breakaway could catch up with the Autobots before launch. The group continued on until they reached the shuttles, the Equinox and the Odyssey. Then Magnus noticed to his chagrin that Blur hadn't loaded the Dinobots aboard the Odyssey.

"C'mon-Grimlock-you-brain-dead-lizard. We-gotta-get-on-the-shuttle-before-we're-blown-to-bit. Be-a-nice-dino-and-get-on-the-shuttle-pretty-please. Pretty-pretty-pretty-please." Blur said almost all in one shot. Then he pulled on Grimlock so hard that when he lost his grip, he flew backwards into the shuttle. "Ouch!"

"Blur, what's going on," said Ultra Magnus as soon as he arrived. "Get the Dinobots on the shuttle."

Blur reappeared from within the Odyssey. "I'm-trying-to-get-them-in-shuttle-Ultra-Magnus…" Blur bolted right up to Magnus. "…Because-I-know-we-launch-the-shuttle-until-I-get-them-in-the-shuttle…" Then Blur tried again to move Grimlock, who wouldn't budge. "…But-I-can't-seem-to-get-them-into-the-shuttle-because-they're-being-impossible!"

"Great!" said Magnus.

"There are more problems, Magnus," said Perceptor. "Mirage is dead and Blaster and Pipes are pinned underneath some debris. I've sent word to the Protectobots but…"

"I get it, Perceptor," Magnus send and turned to Tracks and Hound. "Tracks, Hound, you two stay here and help Hotspot and his team when they arrive. Once you've finished helping Blaster and Pipes, head back to Autobot Headquarters. Kup and Hotrod, you boy get the Dinobots aboard and get out of here."

"Great, we get stuck with these bozos!" Hotrod said out loud.

With that, the Autobots dispersed into groups. Hound and Tracks transformed and race back into the city. Ultra Magnus let a group consisting of Perceptor, Blur, Springer, Arcee and Daniel, along with the newly reborn Brawn, toward the Equinox. Kup and Hotrod were given the unenviable task of loading the Dinobots onto the Odyssey. As all this was going on, Breakaway was still airborne versus the blue/silver Decepticon with neither of them gaining the upper hand. On a gamble, Breakaway transformed mid-flight and fire his sniper rifle at the 'con. The Decepticon dodged the shot, transformed and collided with Breakaway. They tumble over each other toward the ground and landed with a might clang of steel on steel and rolled to a stop. Breakaway, having been pinned down, looked up and was shocked to find that his opponent was female. Breakaway's blue optics met the femme 'con's silvery white optics and they were collectively awestruck.

"Hi! I'm Breakaway." Without a word, the female 'con pulled away and aimed her weapon at Breakaway. Then she launched away into the sky. "Hey wait, don't I at least get your name?" Breakaway asked.

"Breakaway, let's go." Kup called from the Odyssey.

Breakaway would have to wait for another time to the femme 'con's name and headed into the Odyssey. Halfway in, Breakaway helped Hotrod pull the uncooperative Grimlock on board, while the rest of the Dinobots followed suit. Once the hatch was closed behind them, the three Autobots crew started the main engines of the shuttle. The Odyssey roared to life, slowly but surely taking off into the sky even as Decepticon Seekers and Sweeps alike shot at it. Most of the shots bounced harmlessly of the hull.

"Let's hope this bucket of bolts can get us home." Kup said.

"I second that," Hotrod agreed and looked over at Breakaway. "By the way; what in the flaming, smelting Pit was that?"

"Was what?" Breakaway asked.

"You were ogling a fragging Decepticon. You know that, right?"

Breakaway was feeling embarrassed. "I couldn't help it, Hotrod. I didn't even know that Decepticon was female. And in retrospect, she was kind of cute."

"Are you serious?" Hotrod shouted.

"Don't judge me!" Breakaway shouted back.

"Can you boys save the chatter for later? Engage the booster's for Cybertron's sake," Kup demanded. Then he turned around to meet Grimlock's giant snout. "Get your noodle outta my face, Grimlock!"

"Grimlock, love Kup's war stories. Tell Grimlock a war story. Please!"

"I'm gettin' too old for this."

The Odyssey rose up into the blue sky, the Earth's sun gleaming from the hull. Miring the image were several Decepticons still in pursuit, only to be forced to ditch. They would turn their attention to the still grounded Equinox. Ultra Magnus and Perceptor provided cover while Springer, Blur, Brawn and Arcee carrying Daniel entered the shuttle. Ultra Magnus had glanced back enough to spot the unknown Autobot with the other, not knowing it was Brawn rebuilt. Regardless, Ultra Magnus motioned for Perceptor to get on board and engage the engines. From up above, the elite Decepticons; Galvatron, Cyclonus, Scourge, Tempest and Sideways, descended like hungry vultures on the Equinox. Ultra Magnus rushed into the shuttle, entered a vacant seat at the helm along with Springer and Perceptor, and the Equinox rose toward the sky. Of the pursing fleet of 'cons, only Galvatron himself followed. He charged his main particle cannon and fired. The shot went wide, too wide and missed the Equinox entirely, which soon disappeared into the stratosphere along with the Odyssey. Galvatron assumed proto form and remained in midair and was soon joined by his most loyal follower, Cyclonus.

"They have escaped, Galvatron." he said in cold, emotionless tone.

"Yes they have, Cyclonus," Galvatron mused, his words sounding as if he'd anticipated the days' events. "But it won't be for long."

Springer checked the readouts and so far, they were promising. He slumped back in his seat. "No sign of pursuit, Magnus. Looks like we're in the clear!"

Ultra Magnus felt uneasy. "That was too easy. They let's us get away," Magnus hit a switch which activate the intercom. "We've lost them for now Autobots, so rest while you can but stay alert."

"Let 'em come," thundered the rebuilt Brawn. "I'm itching for a little payback.

"Glad to see you haven't changed, Brawn," Perceptor said with a smile then looked back the console. "I've received word from Hotspot. He and his team have just arrived in the city and are tending to Blaster and the others."

"Let's hope they can avoid any unwanted attention," Ultra Magnus said and walked over to the new addition to the Autobots. "It's good to have you back, Brawn."

"Good to be back, but the Brawn name is so 1986. Seeing as I feel like I belong on the Australian outback, I'd like to be known as such."

Ultra Magnus smiled and shook his head in amusement. "Fair enough. As of now, you're now designated under the name, Outback."

"What about Skyfire?" Springer asked.

Brawn, now rechristened as Outback, hung his head. "Honestly, I doubt Skyfire will ever be the same again."

"We can't deal with the now," Magnus said solemnly. "Let's just focus on getting to Cybertron."

Springer looked over at Daniel and said, "Looks like we're shipmates now, squirt."

"Cool, I've never been in space before." Daniel said with a slight air of nervousness.

"Believe it or not, this is the fun part," Springer said with a smile. "But if you get space sick, you're walking home."

Author's note: The fun's just beginning, Springer! As always, there are a few differences between this retelling and the movie. For one, the escape scene has been extended, including a brief face off between Galvatron and Ultra Magnus and a dogfight between Breakaway and Tempest. Just to clarify for you, Breakaway is male and Tempest is female. Just throwing that out there. Hint, hint!

And Brawn is back in action, now known as Outback. That should give you a hint regarding the future of Skyfire. Let me know what you think.