Hello everyone. I hope everyone who celebrates it had a Happy Thanksgiving. First off, some shoutouts to wertzm928 on as well as TimeLordPrime and saurotitan on AO3 for figuring out my version of Lockdown was based on the UK Marvel character Deaths' Head who first appeared in Transformers UK, met up with The Doctor (Who?) and ended up in the Marvel universe.

Two more shoutouts. First a thank you to denisegalante1009 on for giving me the idea on a character making her debut in this chapter. And finally, a shoutout to whoever created a TVTropes page for this story. That was a pleasant surprise to stumble upon. Also, I've started posting this story on Wattpad.

Warning: This chapter and the next contain sensitive subject material. Discretion is advised.


Groaning in discomfort, Arcee slowly felt herself regain consciousness. As her optics reactivated, she realized that she was strapped down to a medical table in a lab. However, her immediate attention was drawn to a familiar white and yellow mech.

"YOU!" Arcee exclaimed.

"Ah, awake already." Jhiaxus replied calmly, turning to face his former patient. "I'm happy you recognized me."

"Had to forget the mech who operated on me without anesthesia." Arcee growled. "Where are Jack June and Miko?" Jhiaxus looked at her confused before stepping closer to her. Upon closer inspection, she noticed a red helmet and several holes in his body that he didn't have all those years ago.

"I only collected three of you from Lockdown Arcee." Jhiaxus replied. "I have no idea what happened to the fourth one you claim is missing. The other two I acquired however, are unharmed." Mulling this over, Arcee decided to figure out what was going on.

"Then why did you have us kidnapped?" She asked. "And what's with all the holes?"

"Ah, so glad you asked child." Jhiaxus answered. Holding up his left pointer finger, she watched as a small drill emerged from his fingertip.

"You see." He began as the drill began to spin. "For some time now I've taken to this as a way to relieve the frustration and guilt from everything I've done over the years." He continued as he drilled into the armor and mesh of his right forearm.

"That." Arcee interrupted. "Is sick."

"I quite agree." Jhiaxus nodded, retracting his drill. "I didn't realize how sick I was until one day I was working on an experiment and forgot my drill was on. I went to rub my forehead and." He paused for dramatic effect before pulling up on his helmet to show a hole drilled right into his forehead. Arcees' optics widened in shock. Jhiaxus had lobotomized himself.

"And in that moment." Jhiaxus continued, ignoring Arcees expression. "Light poured into my mind for the very first time." He smiled. "And it helped me to see that my work in pushing the boundaries of transformation were all for not."

"Excuse me?" Arcee asked.

"Don't you see Arcee?" Jhiaxus continued. "There was no need to play God. Primus knew what he was doing with his children and that we weren't ready for the next step in our evolution."

Arcee was in shock. The Jhiaxus she knew was a devout Atheist. To hear him claim his work was against Primus' will was something else.

"So, what? You're here to undo what you did to Monstructor?" She asked.

"Oh?" Jhiaxus exclaimed happily. "They're here too? Excellent! All the remaining victims of my sins are in one place. Once I've helped you all and restored Shockwave, I will have truly repented, and I shall be forgiven."

"Helped us?" Arcee asked. "What do you?" A cold feeling ran through her spark as she realized just what he had in mind. More specifically, what he had in mind for her.

"NO!"

"I'm sorry Arcee." Jhiaxus whispered as he walked over to the console. "But I must undo my transgressions." With that, he activated the machine. Arcee felt her body electrify and begin to change before losing consciousness.


From his place on the wall of Shockwaves' lab, Megatron looked on in equal parts rage and despair. Ever since Tarantulas and Bludgeon partnered with Galavar to betray him, he had been only able to helplessly watch as the usurpers systematically dismantled and tainted everything that he had built over the millennia. He had been helpless as Tarantulas and Shockwave forcibly reconfigured his Vehicons into even more grotesque Predacons. Then there were the new Vehicons that Unicron had provided. There was no individuality, no free will outside of the three generals.

The irony was not lost on Megatron.

As he listened to his troops screams of pain as they were reformatted, he realized that he and they were now the victim of their own devices, like so many Autobots and non-allied Cybertronians before him. The ones that really rattled him were the Decepticons who cried out for him to save them, never knowing that their glorious leader was feet away. It was a sickening feeling to realize that while he and his Decepticons had destroyed their oppressors, they'd allowed themselves to become what they fought against in a new form.

He hadn't freed them from tyranny and oppression, only helped to transform themselves into tyrants and oppressors.

Megatron was pulled from his thoughts by the lab door opening and Galvatron walking through it flanked by his generals. The largest one (Tankor if he recalled correctly) had a large cage in his hand.

"Good news Tarantulas." Galvatron spoke to the twisted scientist. "We've finally located the reason why the Nemesis was unable to transform." He continued, indicating the cage. "Apparently this mishappen thing had made a home in Trypticons' T-cog and it was uncovered during the barrage. Repairs on the transformation system should be complete within a few days."

"Ohh, what have we got here?" Tarantulas cackled as he and Megatron beheld what was in the cage Tankor was holding.

Inside the cage was a young misshapen Cybertronian. Asymmetrical in most ways with a face that was vaguely feminine. It had a tan and mint green color scheme with glowing red optics that were looking around with an expression of both fear and confusion. Tarantulas and Megatron both examined the newcomer, the former in fascination, the latter in concern.

"Well, well, well, this looks like someone mutated a Transmetal." He spoke aloud before fixing his visor on the femme. "Do you have a name?" The femme looked at him confused before answering in a raspy voice that sounded like it hadn't been used often.

"Transmutate?" She asked in confusion.

"Transmutate eh?" Tarantulas responded. "Set it against the wall. It'll make a good test subject later." The Predacon scientist smacked his mandible. "Or maybe a snack."

"Tough break kiddo." Jetstorm commented as she picked up Transmutates' cage and set it near Megatron. "I was all for keeping it as a pet."

Looking at the scared youngling, Megatron couldn't help seeing himself to a degree. When he emerged from the well of all sparks, he didn't have a full personality or even a real name outside of D-16. Now he was looking at what was essentially a sparkling that had no identity and couldn't care for itself. And now she would be condemned to life as a science experiment like he was condemned to an eternity in the mines. As if sensing him, Transmutates eyes locked on to Megatrons' own red optics.

Despite being unable to speak to the youngling, he made a vow to her. While everything he'd built as Megatron was crumbling before him, this innocent spark needed the hero he'd once been. The hero he could be again. He vowed to protect this youngling for as long as he could. As if hearing his thoughts, Transmutate looked at him curiously.

"F-friend?" She asked. Never breaking eye contact, Megatron gave a slight nod.

"Oh, isn't this precious? Yes." Galvatron taunted, reminding Megatron that he had an audience. "The great and fearsome Megatron showing pity towards a twisted, mishappen freak of nature." He gave a dramatic sigh. "If Prime could see you now." He added with a chuckle, causing Megatron to glare at him.

"Now that's an interesting thought." Tarantulas added. He was beginning to devise a way to make his experiments a game with Megatron and Transmutate as key players. He was pulled from his musings by Shockwave.

"Lord Galvatron, Tarantulas." He called from the lab console. "My sensors indicate that there is a massive exodus of Autobots leaving their base." Shockwave explained. "According to intercepted radio transmissions, several individuals have been abducted and they are beginning a search."

"Then now is our time to attack." Galvatron responded. "While they are so engaged."

"No." Tarantulas replied.

"No?"

"No. We aren't ready to assault Fortress Maximus again." Tarantulas explained. "We still need to finish repairing the ship as well as test our new Predacons."

"So, we are to do nothing?!" Galvatron growled.

"I didn't say that." Tarantulas countered gleefully. "The fear and worry for their lost comrades must be very deep. If we were to begin attacking their search parties." He began.

"We can help, deepen it." Galvatron finished. "And perhaps take out some of Primes' new troops in the bargain. Yes." He turned to his Vehicon generals.

"Take our new Predacons and attack the search parties." He looked at the large stasis pod in the corner with his scientists' newest super weapon. "And take the Deathsaurus with you. We can finally test his destructive capabilities."

Jetstorm hummed and turned to Thrust.

"Care to make a bet love?" She asked.

"What do you have in mind?" Thrust replied.

"Whoever kills the highest ranking Autobot, gets to choose their prize?" Thrust thought for a moment before stepping up to her and looking into her mask.

"Very well. Just be prepared for one of our sessions." He gave her a dark seductive look. "I know how to drive you crazy."

"And I know how to make you scream." Jetstorm replied, scratching Thrusts' jaw with her finger an impish smile emoticon on her mask.

"And you both know we're standing right in front of you, right?" Tarantulas interjected. He and Galvatron had matching uneasy looks while Tankor simply shrugged and made a grinding noise that indicated 'welcome to my world'. They both ignored them.

"Then don't look."

"Tankor, you take Deathsaur with your team." Thrust ordered as Jetstorm rubbed her hands together.

"One, two, three, four. I declare a beast war."


Meanwhile, in Autobot City, various groups were dividing up to begin searching for the kidnapped Maximals and Arcee. They also had orders to seek out Lockdown. If anyone knew where they'd been shipped off to, it would be him. In Fortress Maximus' main control room, Ultra Magnus was giving out assignments.

"Aerialbots, take off and head towards southern California." Magnus ordered. "Protectobots, I'm bridging you to New York with Rodimus and Nightbeat to search there. I've already got Blurr and Cheetor crisscrossing the Midwest."

"Why are we wasting time here Magnus." Bulkhead complained. "We know who probably has Miko."

"We don't know anything for sure Bulkhead." Ultra Magnus replied. "And I do have an advance team looking in Japan." Optimus was also doing high altitude recon flights crisscrossing the country, but Bulkhead didn't need to know that yet.

"Well, if it's any consolation." Rattrap began from his computer terminal. Aside from him and Cheetor, the other Maximals were waiting for news so they could rescue their friends. "I can't find any chatter on the dark web or in the Nakadai Industries databanks." He flipped his mask up to look at the two Wreckers.

"That means that either they don't have them, or the relevant systems are air gaped."

"Or she's at an off the books site." Bulkhead grumbled.

"A definite possibility." Rattrap admitted before the computer caught his attention again. "Hello?"

"Got a lead?" Magnus asked.

"Sort of." Rattrap admitted. "There's was a report about a UFO in the Rocky Mountains. I'm pulling up the video now." Teletrann-2's main computer screen lit up with a low-resolution video of what looked like a ship with a bulbous back end and a narrow front shimmer into view before taking off to the north.

"Whaddya think?" Rattrap asked.

"Definitely Cybertronian." Ultra Magnus confirmed.

"And definitely the Death's Head." Came a voice from the doorway, making everyone jump. Turning to look, the group saw Drift standing in the open doorway with Goldbug and Charlie Watson next to him. "Can we get a geo tag from the video?" Drift asked.

"Lemme see what I can pull up." Rattrap responded, turning back to his terminal and flipping his mask down. Ultra Magnus eyed Drift wearily.

"Are you going to be okay with this mission Drift?" He asked. "I know you have a history with this bounty hunter."

"That Mech has taken four of us, two of which are my students." Drift bit out. "My history with Lockdown doesn't factor in."

"Considering he left you for-"

"Magnus." Drift growled. "Drop it." Everyone was eyeing the swordsbot warily. They'd never seen him disrespect an authority figure before. The two glared at each other for a moment before Ultra Magnus nodded.

"Very well." He began. "But I'm sending you with a few other bots as well as Goldbug and Grimlock." He knew the reason for the rift among the Dinobots and figured Grimlock could use the time away. Admittedly this caused some confused looks at the order. Magnus turned to Charlie.

"Agent Watson, could you please poke around and see if there are any confirmed human elements involved?" Magnus asked. Thankfully, Rodimus had pulled some strings with new allies in the state department to have agent Watson hired and assigned as the Autobots new liaison after leaving Sector Seven. With William Fowler being assigned to Rodimus' security staff they needed a new one. In addition, she filed custody papers at Rafaels' request to give her temporary custody of his brother Enrique after what happened with their parents.

Giving a nod, Agent Watson turned and left the control room with Goldbug right behind her. Magnus turned back to Drift.

"Find Grimlock and meet Goldbug at the space bridge. I'll send Strongarm and the twins."

"Me already here." Came a voice from behind Drift. Grimlock stepped into the room.

"What about me and Jackie?!" Bulkhead yelled. He was scared for all four of his missing friends and didn't want to be left out of this.

"Wheeljack is helping the science and med teams to finish the prototype CR Chambers." Ultra Magnus retorted. "Considering who the potential players in this conundrum are, I think it'd be best to have them ready for use." He looked Bulkhead in the optic. "And I don't trust you to not offline Lockdown before we get any information out of him. So, you will stand down and wait for us to have a lead on where to find them. Is that understood soldier?"

"Yes...sir." Bulkhead bit out.

"Alright, I'll put the notice out for the others and have them meet you there." Magnus replied, turning back to Drift. "Grimlock, a word." As the other bots exited the room Ultra Magnus stepped up to Grimlock.

"Grimlock, please keep an eye on Drift." Magnus warned. "I feel he may let his grudge against Lockdown interfere with the mission at hand." Grimlock glared at Magnus.

"Me not willing to be Wrecker babysitter." He countered.

"It's not my choice either but being an ex-Decepticon yourself."

"Me Grimlock registered as one before war and trained with Megatron a while." Grimlock growled. "But me leave when war broke out."

"Either way, I think you might be some help to Drift here." Magnus pressed. There was silence for a few moments.

"Fine, me go." Grimlock groused before stomping out of the control room. Magnus only hoped that their missing comrades were recovered safely.


Arriving at the space bridge, Goldbug found most of his team assembled already. Noticing him, Strongarm gave him a salute.

"Sir, ready to roll out when you are sir!" She yelled like a good soldier.

"No need to be so uptight." Sideswipe commented, causing Strongarm to shoot him a dirty look. "This is a stealth mission, shouting like that could get us caught."

"From everything I've learned about you lately Sideswipe, you could use a little discipline." Strongarm barked back.

"Cool it you two." Sunstreaker interrupted. "Save it for Lockdown."

"Agreed." Goldbug added. "Both of you knock it off."

"Just showing how a real soldier acts, sir!"

"Oh, get bent." Any further arguing was cut off by a pair of sharp blows to the backs of their heads.

"OW!"

"HEY!"

"Enough!" Grimlock growled. He'd walked in while they were arguing. "We have job to do, we do it."

"Thank you, Grimlock." Goldbug said to the Dinobot.

"Learn when to be firm." Grimlock growled. While he may have been assigned to be Drifts' babysitter, he could see that he needed to give the golden scout a few lessons in leadership. "Even Prime had to knock heads once in a while."

"Namely yours." Drift replied as a space bridge opened. "This should put us a few miles from Lockdowns' estimated location."

"Right." Goldbug nodded before transforming. "Autobots, transform and roll out." As the rest of the team sans Grimlock transformed, the Dinobot whispered in Goldbugs' ear.

"Second lesson, don't try to be Prime." He commented before running through the spacebridge after the twins. Goldbug revved his engine in irritation before following his team.


Deep in the Rocky Mountains, Lockdown was working on upgrading the Deaths' head. While the fission core he'd been given was more than up to the task of powering the transwarp drive, the drive itself was proving problematic. In retrospect, he probably should've bartered for installation when he agreed to a lower rate in exchange for the technology. His attention was drawn away from his project by his ship's computer.

"Visitors?" Lockdown muttered to himself. Pulling up the surveillance drone he set up when landing, he homed in on the telltale swirl of a spacebridge. Taking a closer look he saw exactly who had arrived.

"The scout that killed Megatron." Lockdown questioned. Maybe he could. He shook his head. "No. No bounty out on him." Then he noticed a white and red bot in the group. "However, protecting myself from and old grudge would be beneficial, yes." Arming his ship, Lockdown stepped outside and engaged his cloaking field. He would worry about the Transwarp Drive after he dealt with the interlopers.


After exiting the space bridge portal, Goldbug and his team began to make their way towards the location of the Deaths' Head. Goldbug was making sure to keep close to Strongarm. Mostly so she and Sideswipe didn't start bickering again and give away their location. He refused to rely on Drift and Grimlock to keep order in this team.

"So, what's this I've heard about Grimlock and Drift being ex Decepticons?" Strongarm asked, attempting to make conversation. Goldbug winced as he thought how to best word his reply. Drift saved him from having to answer though.

"I joined as a sniper because originally, I was on the streets." Drift spoke. "I left because I found a better way to live." Hopefully this misdirection would keep them from asking about Lockdown.

"And me quit when Megatron showed true colors." Grimlock bit out. "Me Grimlock only trained with him for a few months before war broke out." He couldn't believe Megatron chose the path he did over not becoming a part of a system he hated.

"Well then, you had good sense." Sideswipe replied. He could respect any bot who left the cons.

"I refused to join the Decepticons on principal." Sunstreaker added. "Those insignias are just downright garish."

"We're all aware of your vanity bro." Sideswipe sighed. Moments later, the group came upon a forest in a valley. Sitting in the middle of it, was the Deaths' Head.

"Looks like Rattrap was right." Goldbug whispered. "Alright, Let's fan out and. Sideswipe! What are you doing?" While he was observing the ship, Sideswipe had begun to approach it.

"What?" Sideswipe replied. "Just doing a little reconnaissance." He smirked at Goldbug. "I figured as a scout you could." He was cut off as the ships' defenses triggered and fired a blast at Sideswipe. Dodging left, the blast hit the ground in front of the group, forcing them to scatter.

"And that!" Strongarm yelled. "Was insubordination."

"Strongarm, please." Goldbug growled. "Sideswipe, you gave away our position."

"Ugh, my paintjob." Sunstreaker moaned. "Swiper, that was such, a rookie mistake." Before he could say anything else and invisible something pierced through his chest.

"And rookie mistakes." Lockdown said as he shimmered into view revealing that his hook was what stabbed Sunstreaker. "Get you killed, yes?" With that, he forced his hook upwards through his victims' skull.

"SUNNY!" Sideswipe screamed as his twin died and collapsed to the ground.

"Nothing personal." Lockdown commented, shooting Sideswipe a look.

"Lockdown!" Strongarm yelled. Seeing Sunstreaker cut down like that was disturbing. "You're under arrest!"

"As a freelance peacekeeping agent." Lockdown replied with a cold look. "I shall have to decline." The slightest of sounds behind him alerted Lockdown to the presence of another. Spinning around, he raised his hook in time to catch Drifts' sword.

"Deadlock." He laughed. "Didn't think I'd see you again, eh?"

"Deadlock?" Goldbug queried.

"My name, is Drift." The swordsbot growled, pushing more of his weight into the sword. "Where are my students Lockdown?"

Lockdown stood firm. "And violate my clients' confidentiality? I think not." A series of blasts hit Lockdowns' side, pushing him away from Drift. Looking to his right he saw Sideswipe charging at him, guns drawn. Scoffing, Lockdown activated the gun in his left arm and fired a single shot directly into Sideswipes right hip, hobbling him.

"A valiant effort, but wasted, yes?" A second later a solid kick to the back sent Lockdown flying forward. Landing on all fours, he turned and saw Grimlock marching towards him with his sword drawn.

"Who hire you?" Grimlock growled. "Where you take friends." It was taking all his willpower to ignore the urge to transform. A loud engine roar alerted Lockdown to Strongarm charging him in her police SUV mode. Smirking, Lockdown dodged left and let his hook gouge a line from headlight to taillight. Twisting it a bit and relishing her pained cry, he used her momentum to spin her around and throw her into the charging Grimlock.

"Frustrating, no?" Lockdown smiled. Spinning to the left, he let Drift sail past him. "But I'm a top tier peacekeeper for a reason, eh?" His gloating was interrupted by the emergence of a spacebridge portal. From it, emerged Jetstorm, Thrust as well as several of the 3.0 Predacons.

"What in the?"

"Don't mind us Lockjaw." Jetstorm quipped. "Just wanted to take our new toys for a test drive."

"It's Lockdown." Thrust corrected.

"Whatever." Jetstorm replied as she apprised the collective Autobots. "Scrap, slim pickings as far as ranks go." She bemoaned, thinking of the bet.

"Highest kill count it is then." Thrust supplied. Jetstorm shrugged.

"Good enough."

"And I am?" Lockdown interrupted.

"Leaving, I believe." Thrust replied. "Think of us as providing cover for your departure."

"Convenient, yes?" Jetstorm quipped.

"I think that's my line?" Lockdown said.

"Either way." Thrust interrupted. "Let's have our upgraded Predacons soften them up first." He turned to the four Predacons they'd brought with them. It may not seem like many, but with the competition between him and Jetstorm, it was more than enough.

"Hit it." He ordered, and the battles began.


Groaning as she transformed, Strongarm barely moved in time to miss the spiked tongue of an acid blue and orange horned toad. It looked like it had been sawed into thirds and the middle of it had been replaced with mechanics instead of flesh. Its' limbs looked like skin had been stretched over bone with hydraulics visible. Engaging her blasters, Strongarm stared at the grinning toad as it transformed.

"Spittor, Terrorize!"

Spittors' mouth seemed to open in a colossal yawn as his front legs became his bot mode legs. His hind legs rotated and shifted until they became arms ending in webbed hands as his bot head emerged from the middle of his shifting toad back as it became armor along his left arm. Finally, his toad skull came to rest upon his right shoulder.

"What in the?" Strongarm questioned. She'd never seen a bot like this before.

"Die!" Spittor screamed lashing his tongue out at Strongarm again. Dodging left, Strongarm saw the end of it embed itself in a nearby rock. Several streams of drool dripped from the appendage and hissed as they hit the ground. As the tongue retracted, Spittor lunged at Strongarm with his claw.

Clutching the wound on her right side, strongarm deployed her left cannon and opened fire on Spittor. Her optics widened as the blasts only slowed the Predacon down. Diving aside, she barely missed the mechs' claws. Turning, Spittor gave a gurgling cackle.

"Play huh? Okay!"


Some feet away, Grimlock was sizing up the new and improved Iguanus. The Predacon looked like he had quills and spikes poked through his hide which was ripped away in places. His tail, however, looked like it had been merged with a buzzsaw with his front claws looking more like scythes. His jaw was simply a metal bone with a lizard-like eye and an unblinking optic glaring at him. All around, the look was intimidating.

Intimidating to anyone but Grimlock.

"You Predacon?" He asked rhetorically. "Me not impressed."

Giving a hiss, Iguanus curled into a spikey ball and rolled towards Grimlock at high speed. Grinning behind his mask, Grimlock thrust his arms out and stopped the Predacon in its' tracks. His victory was short lived however, as the sound of a buzzsaw caught his attention. Unculing from his ball, Iguanus slashed his tail saw down the front of Grimlocks' chest in a shower of sparks.

"Okay." Grimlock growled as he looked at the latest addition to his scar collection. "Me Grimlock sort of impressed." He looked up as Iguanus transformed. A bot mode head emerged from his lizard back, quills giving him the appearance of a mohawk. Most of his underbelly unfurled and realigned into a new set of legs whit his tail and lizard head becoming new arms. Now transformed, Igaunaus gave another hiss, a challenge to battle.

"You want dance?" Grimlock called in reply, drawing his sword. "Let's dance." With that the two colossal warriors charged at each other.


Not far from where Lockdown had shot him, Sideswipe was still on the ground trying to fend off the two flyers who were giving him all kinds of grief. It didn't help that his own rage at his twins' death was making it hard for him to shoot properly.

"Hnn, whatzzz the matter Autobotzzz." Waspinator buzzed. "Missing someone?"

The upgraded wasp looked more like a flying tank with blade wings now. His thorax looked like it had been split down the middle and a blaster jammed in between the two halves. The wasp legs now looked like they had been replaced at the halfway point with hydraulics. His face however, was the creepiest. A bulbous red insect eye contrasted with a trio of optics were now set above a pair of scissor like mandibles.

"Yeah." Terrorsaur rasped. "You look kinda lonely."

The other Predacon flyer looked more like a skeletal metalic red pterosaur now than anything. The only bits of hide left on him were yellow wing membranes with optics set into his skull. There were some tubes that seemed to connect the various parts of Terrorsaurs' body while his inner workings were mostly visible through a thin layer of yellow membrane.

"Wazzzpinator Terrorizzze!"

"Terrorsaur, Terrorize!"

The two Predacons transformed in midair before landing on either side of Sideswipe. Waspinator was standing on a clawed insect foot and a peg leg with his wasp head moving to cover his chest. His insect arms now adorned his bot mode arms, which were training the blaster from his thorax on Sideswipe. Terrorsaur had flipped upside down to transform, his wings becoming spindly legs while his legs and tail shifted and grew to become a new chest and arms. His head was now as skeletal as the rest of him.

"Kill you!" Sideswipe growled through his pain, taking aim at Waspinator. Terrorsaur cackled and kicked Sideswipes' arm before pinning it under foot.

"Oh, don't worry." Terrorsaur smirked. "You'll be with your twin soon enou-" He was cut off as Goldbug raced through the trees in vehicle mode and slammed into him, sending him flying into the trees. Transforming, Goldbug activated his blaster and shot the arm holding his blaster off Waspinator. For good measure he shot the wasps' head off as well.

Looking at Sideswipe, Goldbug had to stop himself from asking if he was all right. Between his injury and the death of his twin, he already knew the answer.

"Can you stand?"

"Yeah." Sideswipe replied as he shakily got to his feet. "But I don't think I'll be winning any battles like this."

Nodding, Goldbug looked around. Seeing Drift fighting Lockdown, he turned to the Deaths' Head. Looking closer at it, he noticed the side hatch was still open. Optics widening in realization, Goldbug realized he now had a plan. Before he could convey it to Sideswipe, he heard movement next to them.

"Now wazzz that really necezzzaryzzz?" Waspinators' severed head buzzed from the ground. Goldbugs' optics widened as Waspinators' body picked up his severed arm and plugged it back into the socket before reaching over to pick up his head. Looking to his right, he saw Terrorsaur beginning to get back up on his feet. They had to act now.

"Go for the ship, I'll cover you."

"Can you take both of them alone?" Sideswipe asked.

"We need that intel." Goldbug replied. "And give me some credit, I know what I'm doing." Seeing Waspinator pick up his blaster and Terrorsaur burst through the tree line, he put himself between the Predacons and Sideswipe.

"Go, now!" Nodding, Sideswipe hobbled off towards the Deaths' Head.


Meanwhile, not too far away. Lockdown and Drift were still trading blows. The two kept locking sword and hook with Drift having to dodge several shots from Lockdown.

"Bet you wish you'd stuck to your guns, eh?" Lockdown joked. "And is this really any way to treat your old friend?" Drift growled as he swung again.

"You and I stopped being friends when you shot me in the back." Drift bit out. "You taught me how to fight and then decide to kill me to cut me out of a contract?"

"You survived, yes?"

"Yeah, no thanks to you!" Drift shouted, thinking of Wing, the bot who'd saved his life. It was him who brought Drift before Yoketron and Banzai-Tron and asked he be allowed to study under them.

"Not that the mech who did help you lived long eh?"

"No, he didn't." Drift growled. "And you know why."

"It was a reconnaissance job." Lockdown argued as he swung his hook at Drift. "If he hadn't tried to detain me, I wouldn't have had to kill him, yes, no?"

"No." Drift shouted at the bounty hunter. "I know you well enough to no you'd have killed him anyway." He held his sword up. The sword that'd belonged to Wing before him. "And it'll be with his blade that I shall end you." With that, the two locked weapons again.


As he neared the Deaths' Head, Sideswipe grew more cautious. He knew about the defense system now and knew that if he got too close the lasers would fire at him. As he pondered how to get to the ship, he heard a pair of bots sneak up on him.

"It appears that we have our first kill lined up for us." Thrust commented as he examined Sideswipe.

"Hardly sporting." Jetstorm added as a disappointed emoticon flashed across her mask. "You know what? Ten second head start since he's hobbled."

Sideswipe hesitated for a moment before realizing that he could get his current problems to cancel each other out. Transforming into his sports car mode he took off towards the Deaths' Head. Behind him he heard Jetstorm cackle.

"Run forest, run!"

"I am going to offline whoever showed you how to access the internet." Thrust grumbled before transforming into his own car mode and taking off after him.

"Hey, no fair!" Jetstorm yelled as she transformed and followed the cars.

Speeding towards the ship as fast as he could, Sideswipe hoped that his plan would work. Right as he came into view of the side hatch, he felt a piercing pain in his vehicle modes' bumper. Transforming, he realized he'd been hooked by one of Thrusts' dark energon hooks on a chain, the other end of which was connected to Thrusts' front grill.

"If you were planning to steal the ship and rain hellfire down on us." Thrust began as he transformed. "I'm sorry to say that it's been done before." He walked up to the downed Autobot and drew another hook as Jetstorm arrived and transformed. "I do hope you're more resilient than your twin turned out to be. I enjoy making my victims." He was cut off as he realized the Deaths' Heads' weapons were now locked onto him.

"Well scrap." Thrust sighed, knowing he'd been played. The blaster then fired several times, blowing limbs and chunks from his body as Jetstorm laughed with a laughter emoticon on her mask. Sideswipe ripped the hook out of his leg and scrambled into the ship while the system was distracted.

"That's what you get for cheating love!" She laughed as she watched Thrusts' components begin to pull themselves back together. Hearing the blasters reposition, she now realized that they'd now locked onto her.

"This'll hurt." Jetstorm muttered to herself. The first blast only took an arm off as it pushed her back towards the trees. The next two cut her in half across the waist, causing her to fall into the trees.

"That stung like I knew it would."


Inside the ship, Sideswipe made his way towards the ships' computer. He didn't know how much time he had before the Vehicon generals regenerated, but he knew he had to get Lockdowns' intel on who had the Maximals and Arcee. Going up to the main terminal, he looked up the latest files.

"Okay, let's see." He began as he looked at the recent files list. "Transwarp drive, fission core, drive specs, wait a minute." He found a folder labeled 'acquisitions'. Looking at the last three he saw the client names 'fleshlings, Jhiaxus, and Shockwave'. Clicking on Shockwaves' name first, he saw that Lockdown had been involved in capturing the Monstructor Six.

Before he could open the other two files, he heard the noises of battle getting closer to the ship. Looking up, he saw the other Autobots being herded closer to the Deaths' Head. Quickly, Sideswipe downloaded the last two names to his wrist comm in case he had to abandon ship. Looking to his right, he saw the controls of the ship. Grinning, Sideswipe headed towards them. It may have been done before, but Primus if that idea didn't have merit.


Drift grunted as he was knocked into Goldbug. The battles against the enhanced Predacons had not gone well. Strongarm, Goldbug and Grimlock each looked distinctly worse for the wear with more blast marks and slashes than they'd given their opponents.

"Keep pushing." Lockdown ordered. "We'll let my ship do the job for us. I mean." He continued looking at the slowly reassembling Thrust. "It worked on them, eh?"

"Keep trying bots." Goldbug yelled. "We fight to the bitter end."

"Me like hearing that." Grimlock agreed. As much as he was fighting the urge to transform, it might be inevitable.

"If we don't make it out." Strongarm added. "It's been an honor."

"Oh, no need to be so dramatic." Sideswipes' voice came from the Deaths' Head.

"How did he get in my ship!?" Lockdown screamed.

"Very carefully." Sideswipe snarked. "I already have the intel we need, but let's say we take care of our other problems before we leave, yes?" He mocked. The Deaths' Heads' main guns came online and locked on to the Predacons. A second later, the ship opened fire, sending the Predacons flying into the surrounding woods and mountains before setting their sights on Lockdown.

"Wait!" The bounty hunter yelled. "Perhaps we can make a deal of some kind, yes?" He was so focused on his ships' guns that he wasn't paying attention to the swordsbot in front of him.

Drift sprinted forward and sliced Lockdown's left arm off before stabbing him in the chest with his sword. While the swordsbot knew that the injury would kill him, he wanted to be particularly vicious towards this backstabber. Picking up the severed arm, he pointed the deployed blaster at Lockdowns' head.

"Just because I prefer swords now doesn't mean I forgot how to shoot, yes?" Drift asked as he activated the blaster and shot Lockdown in the center of his forehead.

As the deceased bounty hunter fell to the ground, the fully regenerated Thrust began walking back towards the woods. Only a fool would continue this fight. Coming upon the mostly regenerated Jetstorm, he activated his comms.

"Thrust to Nemesis, please send a spacebridge for our away party." He looked at Jetstorm. "Let's call this a draw, that way we both get something from our wager." He offered a hand to help her up.

"And that." She replied with a black heart emoticon on her mask as a spacebridge opened in front of them. "Is why I love you so much." Seeing the slowly regenerating Predacons converge on their location, the two led them back through the portal to the Nemesis.


Back at the ship, Sideswipe limped out the side hatch and towards his team. He noticed Grimlock off to the side picking up something from the ground. With a sinking feeling in his spark, Sideswipe realized that something was Sunstreakers' corpse.

"Thank you Grimlock." Sideswipe muttered to the Dinobot commander. "I have the intel, but I think we should take the ship back with us." He said to Goldbug.

"Agreed." Goldbug nodded. "Take the helm." He turned to the rest of the team. "Everyone else, all aboard." As she climbed onto the ship, Strongarm looked at Sideswipe.

"I'm sorry about your brother." She began before giving a sigh. "I'm not good with emotional things, but if you need someone to talk to."

"I appreciate it Strongarm." Sideswipe interjected, taking his seat at the controls. "I might take you up on that offer later, but for right now, I just want to lay my brother to rest."

"Understood Sideswipe." Goldbug commented before activating his comms. "Blaster, we need a spacebridge of Lockdowns' ship. Tell Magnus that we have the intel on who he was working for." A spacebridge portal opened up in front of the ship, allowing it to return to Autobot city.

In the back of the ship, Drift was staring at his sword and having similar thoughts to Sideswipe. Having finally offlined Lockdown he could finally put Wings' memory to rest. He'd have to forge a new sword for himself after burying Wings', but only after he'd gotten his students back. With a stern look, he sheathed the sword and began to mentally prepare for a rescue mission.


Jack groaned as he regained consciousness. The last thing he remembered was fighting with Miko and Raf as Magnaboss against that Dinobot combiner and getting thrown by it. Looking around, he realized he was in a cell. On the opposite side of the cell, he saw his mother unconscious on the floor. Shaking his head to clear the cobwebs, he heard gentle sobbing coming from a cell across the hall.

Getting up slowly, Jack walked over to the bars of his and his mothers' cell. Looking into the cell across the hall he saw a cobalt blue mech inside that was vaguely familiar. Looking at them in concern, he called out to them.

"Hey, are you alright? Do you know where we are?" He asked. A faint "Oh no" came from the mech as it turned around. Once more Jack was struck by a sense of déjà vu at the sight of them.

"Have we met?" He asked, tilting his head to the side. The question made the mech look like it wanted to cry again before nodding.

"I never wanted to see myself like this again, let alone the two of you." They said in a deep but familiar voice. The look in its' optics allowed it all to come together. Jack did know this bot. He knew them very well. His Jaw dropped in shock.

"Arcee!?"


A/N: Surprise. I hope you like my temporary iteration of the "Bee Team". I plan for Goldbug to have a permanent team soon, but it'll be a bit different from RID.

Now, I based Transmetal 2 Waspinator on the Dirgegun figure from Beast Wars II (which was later reused to make a 'Thrustinator' toy) Spittor is simply a recolor of his original T2 toy while Terrorsaur is more a mix of his original toy and the Dino Ptera figure from the 2000 Dinozaurs toy line. Iguanus, being a Gila monster here is an entirely original design. Finally, Transmutate is based almost entirely off her appearance in the original Beast Wars episode. I think I can say without too much spoiler that she will be a key to Megatrons' redemption.

(Fair warning, I'm not sure if this will be a two or three parter, but in any case)

Next time: Specters of the Past Pt.2

See you next time.