a/n: And here we're on a roll! I'd like to thank Matrix Dragon for beta-reading!

Update 1/10/2023: Sorry to confuse everyone who was expecting a new chapter, I just made a minor spelling correction to this one, and completely forgot about the email notifications until now. Sorry to get your hopes up.

Chapter 1: First Contact

"I… Am… Megatron…" the metal man answered, "Administrator… of Vector Sigma… Lord High Protector… Of Cybertron."

Vector Sigma? Cybertron? General Ironwood filed away those names, "Are those cities?"

"Cybertron is my planet… Where I was forged," Megatron answered, slowly becoming more coherent, "Vector Sigma is a super-computer, the source of most Sparks that grant us life…" The alien being glanced over at the cables connecting to where his arm should have been. "What have you done to me?"

"My men found you like this," General Ironwood answered, "It would seem that your body took quite a beating when you fell from the sky."

"Fell from…" Megatron's voice trailed off, "I didn't fall! Optimus Prime crashed my ship!"

There's another name, Ironwood noted, "Megatron, we might be able to help you. But we need to know what our situation is."

"Sir!" the nearest scientist whispered, "What are you doing? We don't know this 'Megatron's' intentions!"

"Just trust me," Ironwood whispered back, "We'll see if he's trustworthy soon enough."

"As Lord High Protector, I was entrusted with leading the military that protected our home from invaders," Megatron explained, "As the Administrator of Vector Sigma, it was my duty to create new life as needed throughout Cybertron. As a member of the High Council, I had a say in all official policy.

"I had been granted my two seats shortly after the end of the war, in order to ensure that I would have the authority needed to rebuild and revive my world. To that end, I employed a young bot named Orion Pax to aid me. I believed he would know best about what needed to be done, and that was my first mistake."

"Could you explain what you mean?" General Ironwood asked.

"Orion Pax was willfully blind to the cruel reality of the world," Megatron explained, "In the midst of our restoration project, our world was attacked by the monster planet, Unicron. I had a surefire strategy that would guarantee victory, but Orion Pax would not let me implement it, as a few casualties would result.

"None of the casualties would have been that hard to replace, and the alternative was letting Unicron devour Cybertron, but Orion refused to budge, and outright sabotaged my attempts at carrying out the plan.

"In spite of Orion's interference, I was able to eventually improvise a new plan to defeat Unicron, but Cybertron was devastated as a result. The energy crisis had been exasperated by the naïve fool's blind optimism.

"And to make matters worse, Sentinel Prime, the leader of our world, perished during the battle, and Orion Pax took advantage of the confusion to steal the Matrix of Leadership, declaring himself to be Optimus Prime."

"And what is this Matrix of Leadership?" Ironwood asked.

"See for yourself, General," Megatron offered as his chest cavity slid open, revealing a blue crystal in golden casing, "It is an ancient relic of the Thirteen, and one of only two talismen that are capable of creating the life-giving Sparks that our species needs to survive.

"And the self-proclaimed 'Optimus Prime' sabotaged both, hoarding the Matrix for himself, and taking the Key to Vector Sigma, a tool necessary for activating the supercomputer and replenishing our race's dwindling numbers, and jettisoned it into the darkest recesses of space.

"When I discovered the Matrix's ability to create Sparks, Optimus fled into deep space, preferring that our species go extinct than admit that I was right."

"And how did you end up getting into space in the first place?" General Ironwood asked, "Dust doesn't work in space."

The part of Megatron's face plating that hadn't broken away in the fall gave the impression that the metal man was quirking an eyebrow.

"What the Pit are you talking about?" he asked as he resealed his chest cavity, "Why would I use grainy particles to travel through space when I have rocket fuel and Energon?"

"Energon?" Ironwood questioned.

"The ultimate power source," Megatron answered, "It is the lifeblood that sustains my species. Though it does have other uses."

Ironwood filed that information away for later as few researchers began jotting down questions related to Energon.

"We can probably discuss the benefits later," the General continued, "But why did Optimus crash your ship?"

"We had just captured his own," Megatron answered, "When he realized I intended to return to Cybertron, he broke free from his restraints and sabotaged the engines in order to avoid losing this twisted game of his! His own followers, the Autobots, took advantage of the chaos to escape from captivity, and are probably scattered across the face of your planet as we speak."

Ironwood's face paled as his blood ran cold.

"Are you telling me that we're being invaded right now?" he asked.

"I don't have anyway to know for certain," Megatron answered, "But the Autobot vessel was separated from our own after we disabled their engines. There's no telling what they'll do now, even without Optimus to unite them."

General Ironwood took a second to steady his breath.

"It can't be that hard to track down an army of giant robots," he remarked, "They'd stick out like a sore thumb."

"Until they scan new alternate modes," Megatron replied.

"Excuse me?" the General asked.

"While I'm missing several of the key components to my own alternate mode, my kind are able to alter are own bodies to disguise ourselves as machinery," Megatron explained, "In peacetime, this ability was used to make labor easier, as we would turn into machinery that could aid in construction, excavation, or research.

"In times of war, however, these same abilities can be used for infiltration, espionage, and reconnaissance. Who would expect a cargo carrier to be an enemy combatant? The Autobot rebels are especially skilled at this, taking on the least threatening forms imaginable until it's time to revert to robot mode and strike!"

The scientists murmured as every single one of them thought of how many machines there were in Atlas alone.

"Fortunately, my troops should still be in my ship," Megatron continued, undeterred, "We've had far more experience with hunting them down, and can provide your military with the technology needed to protect yourselves from the Autobot insurgents.

"Of course, I'll need some repairs before I can do anything. I'm not much use to anyone in this state."

General Ironwood glanced up at the Emperor of Destruction.

"You have a deal."


"Permission to speak, sir?" the head researcher requested as they left the lab with the General.

"Permission granted," Ironwood replied.

"Sir, he could be lying to us," the researcher noted.

"I know," General Ironwood replied, "But he's the only lead we have on these aliens, and this way we'll at least know where they are."


"Well, it's been three solar cycles," Starscream noted as he addressed the bridge crew, "With no sign of Megatron, and the traitor recaptured, it would appear as though we must plan for the worst."

"We still don't have the Matrix," Slipstream cut in from the back of the room.

"Yes, I'm aware," Starscream replied, "However, we are a united front, while the Autobots are scattered across the planet! Once we have concluded with Optimus Prime's trial and found him guilty, I will lead us to victory!"

"And why should you lead us?" Shockwave questioned as Soundwave typed away at a terminal, "Would it not be more logical to select a Decepticon who has had a better success rate!"

Starscream's brow twitched.

"You see, there's a good reason I should be the next Lord High Protector," he began, "Outside of the leadership experience I have gained as Air Commander, there is the fact that I am Megatron's First Lieutenant! Therefore, it would be best if-"

"Air Commander Starscream," Soundwave spoke up, "We are receiving a transmission!"

"It can wait!" Starscream snapped, "As I was saying, I have a plan that will both help us find the Matrix, crush the Autobot Resistance once and for all, and allow us to return safely to Cybertron and leave this accursed chunk of ice behind once and for-"

"Starscream, it is a priority message!" Soundwave chimed in.

"And this is a very important meeting!" Starscream shouted, "Now, as I was saying, my plan is very simple, yet intricate. Step 1 will be-"

"Starscream, you should really-"

"I SWEAR TO PRIMUS SOUNDWAVE! If you interrupt me one more time, I WILL RIP OUT YOUR-"

Soundwave played the transmission.

"STARSCREAM YOU INSOLENT IMBECILE!" Megatron's voice played over the intercom, "IF YOU DON'T STOP WASTNG ENERGON AND SHUT DOWN THE AUTOMATED DEFENSES SO I CAN LAND, I WILL HAVE YOU SMELTED DOWN FOR PARTS!"

Starscream deflated and chuckled.

"Of course, Lord Megatron!" he replied as he clicked a button on the ship's control panel, "You should be clear to board!"


Starscream, Soundwave, and Shockwave stepped out into open the couple of aircraft descended from the sky. Both had dual thrusters, though one was white and gray, while the other was entirely white.

The gray aircraft unfolded into a familiar, bipedal robot, the main torso being gray, and the limbs being white. A metal plate covered his right eye. The other one deployed a ramp and unloaded half a dozen organic lifeforms.

"Lord Megatron," Starscream greeted with a bow, "it's good to see you're still functional." He turned his attention to the dozen or so organics. "What are these things you've brought with you?"

"Things?" the only one with an exposed head questioned.

"These humans are the dominant race of this planet," Megatron explained, "I suggest you get used to them, because we'll require their assistance if we're ever to get the Matrix back to Cybertron."

"Curious," Shockwave remarked, his single, golden eye staring unblinking at the diminutive lifeforms, "I was under the impression that this planet was uninhabited. Perhaps whatever shattered this world's moon did not send as much debris into the atmosphere as I had originally estimated."

"We have more pressing matters to attend to, Shockwave," Megatron cut in, "Where are the others?"

"Obsidian and Strika are currently attempting to interrogate Optimus Prime," Soundwave explained, "Lugnut is currently under repair, and is expected to be ready to return to active duty within the next Deca-Cycle."

"I take it that's the rest of your inner circle?" the unhelmed human questioned.

"You would be correct, General," Megatron replied, before turning to his soldiers, "This is General James Ironwood of the Atlesian Military. He leads the largest military organization on this planet, and has agreed to an alliance against our common enemies, the Autobot Insurgents who stranded us here in the first place. If the heating system was back online, I'd rather we discuss the terms of our alliance in one of the Nemesis' meeting rooms."

"I will contact Obsidian and Strika," Soundwave declared, "It should only take a few Cycles to reach the room with the best insulation."


General Ironwood tried not to let his discomfort show as he and his inner circle stood in the middle of the meeting room table.

"My apologies," Megatron opened as he sat at the head of the table, "We can arrange for a less awkward seating arrangement once we've had time to remodel, but this should do for now."

"Understood," Ironwood replied, trying to ignore how boxed in he felt with Megatron's highest ranking officers seated at the table around him.

"Still, I do appreciate the trust you've shown in agreeing to meet here," Megatron replied, "And I was hoping to repay you for your help in getting me back online."

"With what, exactly?" Ironwood asked.

"Energy," Megatron explained, before motioning to Soundwave.

The window on Soundwave's chest lit up, and expelled a hollow, cubic shape.

"This is an Energon cube," Megtron explained as he grabbed it by the frame, "It's empty right now, but it can convert most forms of energy into Energon, as long as it is hooked up to the right equipment. With this, you could get around the limitations of your 'Dust' and expand your reach into the stars." Megatron placed the Energon cube back on the table. "I will give you the schematics for the necessary equipment, and you can take this cube back as a sample. I'm certain a mind as brilliant as yours will find plenty of use for it."

"Be warned that Energon is also highly volatile," Shockwave interjected, "Be careful to insulate it from anything that might destabilize or ignite it."

"I'll see to it that our research team handles it with care," Ironwood promised, "Now, what can we expect from your enemies?"

"Given the Autobot's track record," a bulky, purple robot with yellow eyes spoke up from behind Ironwood, "I imagine that they'll try and seek out resources to sustain themselves with. So I would recommend keeping an eye on any power plants in case they attempt a theft."

"Strika speaks the truth," said a sleek, black and red robot with a hunched over back and what appeared to be rotary fans attached to his shoulders, "I don't imagine it would take longer than a Deca-Cycle with how self-centered they can be."

"My troops and I have plenty of experience when it comes to fighting the Autobots," Megatron continued, "I can coordinate my armies to hunt them down from the Nemesis."

"That won't be necessary," Ironwood replied, "Atlas has by far the most powerful military in all of Remnant. We're more than equipped to handle a few scattered rogues."

Megatron sighed.

"Very well," he conceded, "But be warned, the Autobots are not to be underestimated."

"Don't worry," Ironwood replied, "I will strike them down with the full force of our military might."

Megatron nodded

"One more thing," the Emperor of Destruction stated, "It would be best if the general public did not learn of our existence. I'd rather we keep this a military matter for the time being, if at all possible."

"Agreed," General Ironwood affirmed, "I prefer to keep civilians uninvolved in military affairs. Only authorized military personnel will ever learn of your existence."

"Excellent," Megatron replied with a grin, "Now, don't let me hold you here. I have some maintenance to see to, and I'm certain you have your own duties.


Megatron stood besides Soundwave as Ironwood's airship returned to Atlas.

"Tell me Soundwave," he opened, "Did the Stunticons survive the crash?"

"They did, Lord Megatron," Soundwave replied.

"Tell them that I have a mission for them," Megatron replied, "They have four Solar-Cycles to prepare. And it is essential that they scan new alt-modes after the mission."

"Of course, Lord Megatron," Soundwave replied as he and the Emperor of Destruction stepped back into the Nemesis. "Should I have our weapons development team work on replacements for your lost weaponry?"

"Make it their highest priority," Megatron ordered as he and Soundwave walked through the halls of the Nemesis, "But there is one more issue. One that the Atlesians must never know."

"What is it, Lord Megatron?"

"There is a traitor among our ranks," Megatron answered, "I was shot by a Cybertronian with red optics. I do not know if they survived the crash, but we must work with the assumption that we did."

"I will have my team keep an optic on the crew," Soundwave promised.

"I knew I could count on you, Soundwave," Megatron replied, "Now, I have some personal matters to attend to."


Megatron stepped into the brig's infirmary, where a single inmate was bound to the ceiling by cables. Optimus Prime's face had been torn away in the blast, revealing his inner-body's skull. His optics glowed dimly, his arms and legs were gone, and much of the right half of his torso had been torn away.

"You'd die within seconds if we disconnected your life support, wouldn't you?" Megatron remarked as Optimus turned his broken gaze on the Emperor of Destruction.

"Even if I die, others will rise to oppose you," Optimus replied.

"And they will all share your fate, like all my enemies before you have," Megatron waved off, "I hope this was worth it, Optimus. If you had just listened to me from the start-"

"You would have killed 60% of Cybertron's population," Optimus interrupted.

"No…" Megatron growled, "I would have saved 40% of our population from guaranteed extinction! You're lucky I was able to just barely scrape out a win against Unicron! And how many people have died, because you were too pedantic over statistics?"

Megatron grabbed Optimus' shoulder and pulled himself up close to what was left of the Autobot leader's face.

"I! Was! Right!" Megatron insisted, "All you have done is thrown Cybertron into a new Dark Age! You will be remembered in history as the coward who nearly doomed our world! And I will, at worst, be remembered as the hero who was put in a horrible situation by an ungrateful minority! The future will vindicate me, while your cowardice has damned you and your followers!"

The Emperor of Destruction pushed himself off Optimus and walked away.

"If he could see you now… Kiloton would hate you…"

Megatron growled.

"Don't you dare speak his name!" he shouted as he whirled around, "It was your scrap-brained scheme that got him killed! If we had done things my way from the start, he and Dion would still be here now!"

The Emperor of Destruction took a second to steady his ventilation.

"Goodbye, Optimus," he stated as he turned away and step out of his room, "Your very creation was a mistake."

The door slammed shut behind Megatron as he gathered his thoughts.

Kiloton… Dion… My friends… he thought, This… All of this… Is to honor your memory…


a/n: So yeah, Megatron's a bit different compared to his AGaHB counterpart, in case you couldn't tell. But yeah, we got some more context regarding the Great War, and Ironwood's got himself some new allies.

In case it wasn't clear, these units of time were borrowed from the Beast Era: One Cycle is one minute, one Solar-Cycle is 20 hours, and a Deca-Cycle is 36 Solar-Cycles. (Credit to TF Wiki.)

And now for reviews:

Z-king: I think the fact that this Bumblebee is a girl will suffice.

Next story on the schedule is A Girl and Her Bike: Super Deformed CHIBI!

But next time in Falling Stars, the Stunticons carry out a dangerous undercover mission in order to secure Megatron's alliance with the Atlesian Military. Will they succeed? Or will truth prevail? Find out in the next exciting chapter of: Dust and Decepticons: Falling Stars!