William Fowler couldn't sleep. Not because of the stress of being the Director of Unit:E, managing the relationshup between Team Prime and the military had put hundreds more gray hairs on his head than his current job, and nor was it dealing with the threat of renewed Con attacks. Truth be told Fowler always knew in his gut the Decepticons would come back to earth, even after Ultra Magnus called in from Cybertron to tell them Megatron had disbanded the movement. But Soundwave was not what had kept him up all through the night. It had been something much more personal. A knock at the door drew the directors blank stare into focus and up to the door.

"Come in," he said sitting up from his previous slouch as a young man in plain office slacks and dress wear with an army rank pinned to his shirt entered.

"Here's the file you requested Director Sir," He said placing the thick manila folder on Fowlers desk. The file was fat with papers, and its worn cover revealed its age, along with the faded Top Secret lettering on its cover. But he was more immediately interested in the soldier before him, as his chocolate skin, a slightly lighter shade than Fowlers own, and face reminded the Director of someone from his past.

"Whats your name Son?" he asked, not bothering to reference the ranking symbols on his shoulder. The man perked up, and snapped a quick salute.

"Corporal Jeremiah Hinton Sir," he said.

"At ease soldier," Fowler said dismissively, recognizing army when he saw it. "I knew a Marvin Hinton back in the day."

"No relation Sir," The corporal nodded passively, earning a sigh from Fowler.

"Right. Sorry about that, haven't had my coffee yet."

"Should I get some?" Jeremiah asked, but Fowler just shook his head.

"No no its fine," He said with a wave of his hand, "Dismissed."

"Sir," The corporal said snapping a final salute, then left the way he came. Folwer sat there, staring at the newly closed door for a moment, then looked down at the file on his desk and the lettering on its tab, words that had managed to keep him up most of the night.

Tokyo: 1996.

He opened the file, removing the top page that was covered in top secret and classified notices and focusing on the pages beneath, reading carefully. This was the only version of these documents that wasn't covered in black ink, and now more than ever Fowler felt he needed to know the whole story behind its contents. But just then, another knock at the door.

"Come in," Fowler said closing the file and stashing it in the top left drawer of his desk, looking up as Jack Darby walked in. Unit:E's rising star was no longer a stranger to rank, but he and Fowler had too much shared history for such formalities.

"Update from Ratchet," Jack said, knowing the importance of face to face communication now that Soundwave was at large again. "He just finsished talking with Ultra Magnus. He's sending a team to track down Soundwave." The portly Director leaned forward in his chair, propping his elbows on his desk and locking his fingers together.

"And who can we expect to be playing host too during this Con hunt?"

"Wheeljack and another bot," Jack said nervously, earning a look from his Commanding officer.

"Does this, "other bot," have a name?" Jack hesitated, before finally spitting out a name.

"...Skylynx."

"THE PREDACON?!"

"Hey don't shoot the messenger!" Jack defended. "Bumblebee's been pushing Magnus for a stronger alliance between the Bots and the Preds and he thought this was an opportunity."

"Great," Fowler groaned, "So while we've got the con without a face loose on our planet, Cybertron's doing trust exercises!"

"To be fair Soundwave won't be easy to find, and who better to track him down than a predacon?"

"Makes sense I guess," He admitted. "So how long until they arrive?"

"According to Ratchet, tomorrow." 'Or however long it takes Predaking to find Skylynx and drag him to the space-bridge,' Jack added silently.

"Very well, dismissed," The director said waving Jack off. Sensing he had interrupted something earlier, Jack nodded and left, closing the door behind him. Fowler looked down at his desk, then took out the file he had been reviewing earlier. He would spend the next five hours sifting through its contents, memorizing the documents order as he set aside individual papers and images.

One of the pictures was an old Polaroid camera photo of three teenagers. The two boy's seemed to be at odds, the one on the left glaring down with green eyes at the other, who's mischievous grin did not bode well. They framed a girl in the center, Asian features drawn up in a familiar unabashed grin as she flashed a full set of pearly whites and held up her free hand in a peace sign near her short black hair held up in a single ponytail on the side of her head.

Fowler flipped over the photo and read the names of those in it: Dynomo, Mikahura Nakadi, and Roderick McNeil.


Jack covered his mouth as a yawn escaped. It was early, too early to be up and about for his liking. But it was also too late to go back to bed, as the entire base would be waking up and active in barely an hour. So Jack decided on wandering until then, walking back to the hangar as opposed to his quarters. The security detail guarding the hangers entrance gave him a tired nod as they unlocked the door, one Jack returned with only slightly more enthusiasm. He walked slowly across the hangar, the space split unevenly between the ground-bridge portal and projector on the back wall at the south end, and the cluttered lab space that lay strewn across the hangars east wall.

Jack stopped in front of the Ground-bridge projector, staring up at the massive machine. He closed his eyes, and for a moment, imagined he was back at Omega-One, about to go running after Miko as the girl stowed away on another mission. Or maybe playing games with Raf and Bumblebee, while Ratchet yelled at Bulkhead for breaking yet another piece of equipment. He laughed, missing the old days, the thrills, not knowing what the next trip through the ground-bridge would lead him into. Make no mistake, it was a relief not having a squad of vehicons shooting at him on a regular basis anymore, but at the same time he missed it.

Jack sighed and ran his hand through his messy black hair. Maybe Miko had the right idea all along. Sure she nearly got herself blasted to atoms more than a few times, but Jack knew none of them had gotten a bigger kick out of being with Team Prime than Miko had. If that girl knew how to do one thing right, it was enjoy the moment.

"HEY JACK-KNIFE!"

And the moment was lost.

Jack sighed, turning to face the voice's owner.

"What do you want Henry?" He yelled, making no attempt to hide his annoyance. Jack hated jerks, but at least Vince had had the bully angle going for him. Henry was just an all around prick.

"Just get over here," The inventor called, not looking at Jack, "I need your help." Jack hesitated a moment, then walked over to where Masterson was standing, albeit hunched over what looked like the mechanical skeleton of a forearm. The inventors lab was more or less a collection of well cataloged clutter, meaning he managed to keep used fast food bags and trash in one corner, and his prototypes and equipment in another. The shelves walling the space off from the rest of the hanger were pilled high with tools and half assembled pieces of tech, only adding to the space's chaotic aura.

"Hold this," He said handing Jack a still smoking soldering iron, then pointing to the arm's wrist. "Now solder here, here and here. Tiny drops." He sprinted off, leaving Jack to carefully place a dab of molten metal on the indicated circuits, before returning with his lab coat sleeve rolled up and...applying lotion?

"Good, good," Henry said halfheartedly, moving Jack away from the arm, making adjustments with a screwdriver until the assembly unfolded, expanding via an accordion like hinge just before the wrist. Masterson bent down, then wriggled his oiled arm into the assembly, pausing momentarily to force his hand into the palm and fingers sections. "Stupid girl hands," he grumbled as he readjusted the assembly causing it to close. "Okay Jack-knife, start the camera." Jack had to look around for a second before he saw the camera mounted on a tripod. He walked over and turned it on, setting it to record as Masterson opened one of the larger containers littering his lab space, easily big enough to hold a car, and retrieved and handheld remote control from the inside wall.

"Is it recording?" He asked, not even looking back at Jack or the camera.

"Yeah its on."

"Okay stevey boy," Masterson grinned, "showtime." Henry activated the controller, causing a pair of angled lights to activate inside the container, followed by the sound of an engine turning over. He worked the controller, and slowly the familiar shape of a black and purple Cadillac Ciel rolled out.

"Henry," Jack said nervously from beside the camera, "Is that a?"

"Yep!" he answered excitedly, returning the controller to its hook. He gave his gauntlet another glance over, then stepped back to the computer desk, keyed a few commands and cleared his throat. "Engaging wireless power transfer." He hit the enter key, and immediately the machinery on his arm began to glow and hum as electricity flooded the circuits. Henry was smiling like a fool. "Heh, kinda tickles actually," he admitted, before looking back to the Ciel. he reached out his arm, as if gripping a steering wheel and moved it in a circle. Jack felt his jaw drop as the cars front tires turned in the same direction as Masterson's arm.

"Holy slag it actually works!"

"That ain't nothing!" Henry grinned, turning the wheels back forward. "Check THIS!" He crossed his arms in an X over his chest, triggering the familiar sound of components shifting and rearranging as the car unfolded into a crouching humanoid form. The vehicon stood up, arms crossed over its chest plates in mirror of Henry's, as the inventors manic grin threatened to split his face in two.

"YES! TOTAL OWNAGE!" He let his arms fall to his side, and looking through the camera, Jack saw he was surprised when the Vehicon mirrored him perfectly. "Huh, cool." He lifted his arms, first the gloved one then the other, the Vehicon not missing a beat on raising either servo. He flexed his fingers, and again the vehicon followed suit. Jack realized that the vehicons head had also been mimicking Henry's when the inventor took a step forward.

"WHOA!" Jack yelled when a Vehicon foot suddenly slammed down inches from him and the camera. "Watch where you drive that thing!"

"Ah cool your jets Jack-knife," Henry said dismissively, backing the vehicon up its original position. He did a few more movements, flexing his nonexistent muscles and rolling his shoulders, and even jumping up and down on one foot before Jacks yelling got him to stop before he brought down the hangar. "End test," he said, recrossing his arms and triggering the vehicon to transform back into Vehicle mode, then spoke directly to the camera. "Okay, test complete, interfacing of human nervous system with cybertronian circuitry successful. The reaction time between command and action has decreased to nanoseconds. Looks like my theory of neuron echoes was right on the money; a single component was sufficient to achieve full body sync with very little if any decrease in reaction time compared to the transmitting limb. Aaaannd cut!" Jack turned off the camera, and Masterson began working on removing his control gauntlet.

"So," jack started, too interested in what just happened to let his disdain for its inventor to stop him. "You're going to make a whole suit of that tech?"

"Not anymore!" Masterson grinned, "Now that I know one component is enough for neuro-sync, I'll be able to put the rest of the suit together in no time."

"Why not just use a simulator?" Jack asked, "Or some kind of virtual reality?"

"That was my first thought but," he paused, grunting as he pulled the control gauntlets glove segment from his hand. "It just didn't have the punch I wanted." He placed the hand back on the table near the computer he'd typed the commands on, then pulled up another file. "So this time, I'm going right to the head of the problem." Jack walked up and peered over the inventors shoulder. The file was a design render of a suit, technical readouts, armor specs, and a rough animation of the entire suit transforming into a vehicons head. This brought another question to Jack's mind.

"Why the head? Why not have the pilot fit into the chest or back or something?"

"Three reasons," Henry answered flatly. "One I ain't making no frikk'n Gundam. Two is that because of the spark chamber, an accurate enough chest shot is a one-shot kill for Transformers. Take that away, and LOOK OUT! You've got a soulless monster coming after you!" Jack nodded at the inventors logic, and though he hesitated, he asked the obvious question anyway.

"And three?"

"Honestly," Henry said casually keying a command on his computer, "I thought this was the quickest way to get to the HEAD of the problem!" A rim-shot sound effect played from his monitor, earning a groan and a face-palm from Jack. "You know take the bull's head by the horns. And besides, trying to redesign the torso to fit a pilot in there was giving me such a headache!"

"Stop," Jack groaned, holding his head in his hands. "Just...Stop, please."

"Yeah your right, I should probably quit while I'm A-HEAD!" The rim-shot played again, and Jack found himself praying for a Con attack.


The sun was just starting to set the sky aglow behind the mountains in the east, and The Groom Lake Air Base had yet to awaken fully. Normally you would expect a countries most infamous top secret testing site to be on maximum alert twenty four seven. Recently however, the attention of the media and popular culture had migrated to Nevada's northern corner, to the small town of Jasper. How ironic, that an alien invasion had finally accomplished what so many government cover-ups had failed to do: Take the worlds eyes off of Area 51.

But the bases commanding officer knew that even if the conspiracy theorists had moved on for the time being, there would be no shortage of weird at the legendary air base.

"General, I think you should see this." Johnathon Bryce glanced up from his morning coffee, shifting the cup of black liquid to his other hand as he trudged through the morning haze over to the computer station, and the soldier manning it.

"What is it?" He asked, still groggy as he walked up behind the monitor.

"I'm not entirely sure," the soldier admitted, adjusting his monitor fervently.

"Well get sure," Bryce deadpanned, sipping his coffee. God how he missed regular army. Nowhere near as green as these Unit:E kids.

"Seems to be an aircraft of some kind, nine miles out and closing." That got the generals attention. He grabbed a headset and fixed the microphone near his mouth as the neighboring radio technician tuned him to the correct frequencies.

"Attention unidentified aircraft, you are in restricted US Military airspace. Identify yourself immediately and proceed west out of the area." He looked down at the technician, but the soldier only shook his head. "Not squawk'n eh?"

"Bogey has increased speed," The technician reported, voice wavering slightly as he checked and double checked his monitor. "UFO is now five miles, four, three miles out and closing fast."

"Someone's in a hurry," Bryce thought out loud, then switched his mic to the bases speakers even while another technician activated the alarm. "Attention all personnel, we have an unidentified aircraft in bound to our position. Assumed hostile. This not a drill, repeat, this is not a drill!" He imagined the soldiers scrambling out of their bunks and up from their breakfasts to rush for their weapons. General Bryce wasted no time in making his way from the radar control station up to the main tower over looking the base and the desert surrounding it, just as one of the tower operators cried out.

"Radars jammed!" Bryce's mind went to defcon 4, and he snatched a pair of binoculars from one of the operators. He lifted the lenses to his eyes, just as the intruder crested the low ridges on the bases west side. He focused the binoculars, but immediately thought his eyes had to be lying to him.

The aircraft was unmistakably a UAV Reaper drone, painted dark blue and with a jet engine in place of the usual propeller. Bryce watched as the drone banked hard right, its wings nearly vertical as it sailed past the control tower as if in display. The vague recognition was quickly replaced by terror though, when he saw the angular face like symbol glinting on the Reapers wing.

"Get Fowler on the Line NOW!" He screamed. "We got DecepticoAAAAAAAAAAAAHHHH!" But his order was lost when a piercing sonic shriek suddenly filled the air. The glass in the control towers windows shattered, shards cutting into the airmen's flesh as they fell to their knees one by one, pressing their hands to their ears, futily trying to block out the deafening noise. Bryce forced himself up on his knees even as his limbs began to numb and vision blur, but not before he saw the Reaper come to a stop in midair over the bases fuel depot, and then change. That was the last thing he saw before he lost consciousness for the last time.

The blast doors were sent flying with a single heave, allowing Soundwave to enter the hidden bunker. A quick scan revealed the location and nature of the humans security measures, designed to trigger a collapse of the structure and explode the fuel reserves above in the event of an intruder. A quick shot from his resonance blaster destroyed the devices totally, and Soundwave strolled right in. He casually walked up to the suspended form of his quarry, and silently remarked how well the humans had captured the originals likeness in the lifeless steel.

The final product of Mech's famous Project Chimera.

Nemesis Prime.

Soundwave immediately set to work, removing his tools from his internal storage and briefly reviewing what Shockwave had taught him about open spark repairs. A few moments of careful adjustments to activate the husks t-cog, and the copies chest shifted open to reveal what Soundwave had been silently hoping for. Mech had been so thorough in their examination and replication of cybertronian anatomy, that they had even included in their creation a spark chamber.

Using his cables he uploaded the necessary memory files into the doubles processor while simultaneously transferring some of his energon to the copies fuel tank. Then, reaching into his sub-space, Soundwave gently removed a small, at least by cybertronian standards, cylindrical container that held a slowly pulsating glowing blue orb. He steadied his servos, and carefully reached in and held the container between the two poles of the spark chamber. He waited until the circuitry surrounding the chamber began to glow, the energon reacting to the sparks presence, and disengaged the containment field. The container slip into two halves, folded into its two opposite ends and exposing the spark before Soundwave jerked his servos back and away from the chamber.

The spark reacted quickly, two lances of energy lancing out at its poles to contact the respective ends of its chamber. The frames circuits blazed to life, glowing yellow at first, but slowly shifting until they shone deep decepticon purple. Even patches of the armor itself began to change color, dark shades of the originals armor darkening further until a whole new color scheme had emerged. His legs were black, as well as his arms and much of his torso, the detailing of his shin and shoulder armor picked out by deep purple accents, while his thighs, abdomen and the smokestacks jutting from his back remained a dusty gunmetal gray.

Soundwave watched as the mech's optics finally came on line, shining in a purple emulation of the originals, followed swiftly by the mech's processor booting up.

"Whu, what, Where am I," The mech asked in a groggy but familiar voice, stumbling forward as the restraints set up to hold his body up right snapped and crumbled like wet paper. Soundwave lunged forward, catching the larger mech and positioning himself under the crook of his shoulder. The mech looked to see who had caught him, recognition slowly creeping over his face plates, still partially obscured by his battle mask.

"Soundwave?" He asked, earning a nod from the silent mech as his unsupported arm reached up to grasp his helm. "Oh Primus, my head," he groaned, battle-mask sliding open to reveal the only part of the body that Mech had not been able to recreate. "How long was I offline?" He asked through a torturous looking mass of shifting parts that made up his vocalizer, giving him the appearance of a fanged demon from human myth. Soundwave keyed the words over his visor.

:Approximately 18 of this planets solar cycles. Take care, the gravity of this world is considerably less that that of Cybertron.:

"So I'm still on Earth," he groaned, attempting to stand on his own stabilizer,s but failing. "Ugh, my body feels, different. What happened?"

:Your structural frame was damaged beyond repair. I was forced to transfer your spark to a new body, one created by the humans and based on the Prime himself.:

"Prime's body," he gasped examining his new servo's, already missing his sword. Suddenly, broken images flickered across his vision, glimpses of a young human female with black hair driving a car along side him as he rammed into her, a smaller mouse of a boy panicking in the seat beside her, and the sting of a blade slicing into his alt modes plating as its owner roared at him against the wind.

"Now I remember," he snarled, clenching his servos as his stabilizers finally obeyed his command. "It was those kids! And the Traitor!" Soundwave was distracted from the mech's increasingly enraged rantings by a sudden chirp. He refocused on the inside of his visor as Laserbeak uploaded a wireless infrared video feed, showing a young woman running across fields and into a forest. He recognized the human as the Wrecker Bulkheads former charge, and saw an opportunity to not only eliminate a potential threat, but obtain a valuable hostage. He approached the rambling Mech, and after stretching up on the tips of his stabilizers, tapped him on the shoulder.

"WHAT?!" He yelled, spewing oil over Soundwave's visor, activating a small wiper he had installed there for that purpose. He then displayed his message.

:Laserbeak has located the Autobots:

"Autobots? Here?!" The mech repeated incredulously, before his face-plates twisted up ward in a hungry grin. "And just in time to test out my new body."

:Negative. Our objective will be to capture the Autobots human companion and utilize her to force our enemies compliance and ensure their noninterference in our operations.: But the revived mech just stared blankly at Soundwave

"Cybertronix please?"

:We're going to threaten the girl's life until her friends give us what we want, and kill her if they get in our way.:

"Well why didn't you say that in the first place?" The mech asked irately crossing his servo's. "This girl got a name?"

:Miko Nakadi:

The mech's face-plates went blank for a nanosecond, then once again twisted back into a horrific predatory grin, and Soundwave made a note for later. Something about the girls name was familiar to him, for better or worse he did not know.

Reason for the expression aside, Soundwave had a sinking feeling in his fuel pump that Motormaster was going to enjoy their upcoming mission a little too much.