NOTE: In case you're wondering why Starscream is working for Megatron when he's supposed to be in exile, well to avoid that plot hole, I decided that the Starscream who is working for Megatron is actually a clone that survived and is now working for Megatron while the real Starscream is still in exile. This fanfiction is set in an alternate universe, in which I like to call the Orionverse. With that said, enjoy the fanfiction!


Last night, Smokescreen had a strange dream. He was being rocked to sleep and bottle-fed in a baby blanket as a newborn sparkling. Baby Smokescreen was being nursed by an unknown mech that he assumed was his caregiver. But he couldn't tell if he was being taken care of by his caregiver or his father. The dream was all a blur, like a dream of a long distant memory. A few minutes later as the dream faded, Smokescreen woke up feeling surprised as he gasped from his slumber.

"It was only a dream. Just a dream...or was it a memory?" Smokescreen said to himself.

Smokescreen sighed and then he got up from his berth and he walked over to get some Energon to drink.

In the main room, Optimus Prime was standing tall in the computer room when he heard Smokescreen coming. The red and blue Autobot leader looked at the recruit and he can tell that he was fully recharged yet he had a frowning expression on his faceplate.

"Smokescreen. You're awake." Optimus said.

"Hey, Optimus. How's it going?" Smokescreen greeted.

"You don't seem to be happy. What's wrong?" Optimus asked in curiosity.

"N-Nothing's wrong. Why do you ask?" Smokescreen asked.

"I couldn't help but notice that you've been having some difficulties in recharging." Optimus Prime replied. "Ratchet told me that you've been having some strange dreams like you're having some sort of vision in your sleep." The Prime told the Autobot rookie.

Smokescreen sighed. "Well, I...I had this strange dream where someone was taking care of me at the nursery when I was an infant sparkling. I couldn't tell if my caregiver was my nurse or my guardian or even...my father." He told Optimus.

"Your father?" Optimus asked.

"I know it sounds crazy. I didn't even think that Cybertronians could reproduce. But truthfully, I never knew what my family was like and I never knew my mother or my father." Smokescreen replied.

Optimus Prime couldn't help but sympathize with the young white, red, and blue Autobot before he had an idea of how he could cheer up the recruit.

"Why don't I take you outside the base with me so that we can both go outside for a drive? Perhaps that will lift your spirits up for a while after we're done driving outside in our vehicle modes." Optimus Prime suggested.

"Really? But it's still dark outside at night. What if we run into trouble?" Smokescreen said.

"Do not worry, we will manage to avoid danger outside of our base if anything happens. We'll even lookout for any of the Decepticons," Optimus Prime promised.

"Okay. I would like to recharge after we're done driving." Smokescreen said.

"Understood, Smokescreen. Come on, let's rollout." Optimus replied.

Later that night, Optimus Prime and Smokescreen drove outside the Autobots' hidden Earth base in their vehicle modes. Turns out, Optimus' idea worked as the cool air seemed to have cheered Smokescreen up a bit as it made him feel a little better and the two drove on the same road through Jasper. Little did they know was that someone was spying on them. Back in Jasper, Smokescreen had been driving with Optimus Prime for a while hanging out with each other.

"Hey, thanks for letting us go outside for a drive, Optimus." Smokescreen appreciated his leader.

"You're welcome, Smokescreen." Optimus Prime replied. "Would you like to head back to base now?" He asked.

"No, I think we can go back in 30 minutes." Smokescreen declined before he had an idea. "Hey, why don't we race over to the canyon?" Smokescreen asked.

"No, Smokescreen," Optimus told the young bot.

"Aw, come on. Have some more exciting energy for once. I'll race you there! Bet you can't catch me!" Smokescreen challenged Optimus Prime.

"Smokescreen, don't-!" Optimus Prime said but Smokescreen didn't stop as he started to zoom faster than the last old mech in his vehicle mode.

"Catch me if you can!" Smokescreen said before driving at high speed as he laughed.

Optimus Prime sighed and thought, "Younglings." Before driving faster to catch up with the naïve racer.

In his truck mode, Optimus Prime drove behind Smokescreen as the rookie drove faster and faster until he finally made it to the canyon and he beat Optimus at the race. But when Optimus catches up with the naïve young Autobot, he was now feeling exhausted if not frustrated with Smokescreen's disobedience.

"Ha! I beat you! I win! Go Smokescreen, go Smokescreen, and the crowd goes wild!"

"Smokescreen!" Optimus raised his voice. "You should know better than to not follow orders! Didn't Alpha Trion discipline you back in Iacon?!"

Smokescreen's happy smile dissolves into a guilty expression. "I'm sorry, Optimus." The young Autobot apologized. "I just wanted to have fun with you." Smokescreen told Optimus Prime.

Optimus Prime sighed deeply with a disappointed look on his face before he walked up to Smokescreen and he laid his hand servo on his shoulder.

"You need to learn that there's more to life than street racing." Optimus Prime told Smokescreen. "The Great War will not be over until Megatron's reign of tyranny is over. The Decepticons are still on their search for our base and I want no harm to come to Earth and its humans and I cannot risk losing another one of our members." Optimus said.

"Optimus? I do have a question regarding Megatron. What was his life like before he became leader of the Decepticons?" Smokescreen asked.

"Ratchet and I have already told you the story about Megatron," Optimus replied.

"I know, but...where did he come from?" Smokescreen asked.

Optimus Prime paused and he knew what the young Autobot rookie meant when he wanted to know more about Megatron's past and how he came to be. The red and blue Autobot leader brought Smokescreen to a cave at the canyon where he got to explain to the young mech how Megatron was created the same way the other Cybertronians were made by the god, Primus. Then he explained how Megatron's life started with him as a simple miner at the Energon Mines where he had no name other than his number being D-16. Optimus told Smokescreen that Megatron was a nameless slave miner who thirsted for equality, justice, peace, and freedom and that he wanted to take down the Caste System only for himself to become a tyrannical warlord.

"And that's why Megatron is no longer the brother I once knew since the day he chose to become a Decepticon." Optimus Prime said as he finished the story.

"Wow. That's just...wow. I never thought that in all my years of fighting 'Cons, I would feel sorry for Megatron for what he has become."

"It takes a lot to sink in, Smokescreen. However, my advice is not to dwell on it and it is best not to find out more about Megatron's secrets." Optimus said.

"What secrets? What exactly is he hiding?" Smokescreen asked.

"You don't want to know," Optimus said firmly.

Smokescreen wasn't happy with his response, but he took Prime's words to consider and he took his advice not to find out more about Megatron. After ending the story of the Decepticon warlord, Optimus Prime and Smokescreen decided to head back to Autobot base. But little do they know was that they were being spied on by Soundwave the Decepticons' surveillance communications officer as well as the Vehicons led by none other than...Megatron!

"Lord Megatron. Optimus Prime is out in the open, but only with his new lackey." Starscream told Megatron in a quiet voice.

Megatron raised his eyebrow. "Are you certain?" He asked.

"Very certain, my liege," Starscream replied.

"Perfect. Prepare to ambush and seize Optimus and his Autobot recruit." Megatron ordered.

"With pleasure, Lord Megatron." Starscream agreed.

"Decepticons! Attack!" Megatron yelled.

The Vehicons led by Soundwave come out of hiding and they have Optimus Prime and Smokescreen surrounded. The Autobots primed their weapons in self-defense as the Decepticons aimed their weapons at them. Then Megatron approaches with Starscream next to him while having a malevolent grin on his face as if he caught Optimus right where he wanted.

"Megatron," Optimus said as he glared at his archenemy.

"Optimus Prime. How nice to see you again and out and about at night. I see that you've brought along your recruit. But one Autobot isn't enough to protect you from us." Megatron told Optimus.

"We didn't expect YOU to come in for a surprise attack, Buckethead!" Smokescreen said.

"You will not speak to Lord Megatron in such a disgraceful manner, young bot!" Starscream threatened.

Optimus Prime moved his hand servo on Smokescreen's chest to keep him from running towards the enemy as Megatron would no doubt aim his fusion cannon at him and kill him. Smokescreen glared at Starscream and Megatron and Soundwave let out his tentacles to keep Optimus and Smokescreen from trying to escape. But Optimus would not surrender that easy. Megatron, on the other hand, knew that the red and blue Prime would be too stubborn to give up and Optimus Prime knew exactly what Megatron wanted from him as tension begins to rise in the dark canyon.

"There is no escape for you now, Optimus," Megatron said. "This time, I will have the Matrix of Leadership even if I have to tear it out of your chest! I cannot allow you to go into hiding again and we both know that this war won't be over until my ambitions are completed. Hand over the Matrix and I will spare you and your friend's sparks." Megatron told Optimus.

"Never, Megatron." Optimus Prime replied. "You've walked down a dark path the day you left the council and I will not allow you to destroy the Earth and its humans."

"And what about Cybertron? Don't tell me that you've forgotten about our home planet, or have you already forsaken the idea of restoring her, O holy Prime?" Megatron pointed out. "I promise you that if you surrender the Matrix peacefully and without any resistance, then surely we can let bygones be bygones as we can all get what we've always wanted: the end of the Great War."

Optimus Prime considered Megatron's words, but he knew that he would break his promise and kill him anyway to get what he wants. The Prime hesitated as Megatron glared at him and Smokescreen was feeling uneasy as his anxiety began to increase. But at that moment, Optimus decided to ask Megatron about what his terms are.

"Megatron. If I surrender the Matrix to you, what are your terms?" Optimus asked cautiously.

"My army and I will leave this planet alone forever and once we've restored Cybertron, you won't see me or any of my Decepticons again and you and your Autobots will be relieved of the never-ending war between us," Megatron replied.

Smokescreen looked at Optimus and pleaded, "Don't do it, Optimus! It's a trick. You know that he won't keep his word! If you hand over the Matrix of Leadership to Megatron, who knows what he might do with it!"

"Be quiet!" Starscream hissed at the white, red, and blue Autobot. "Do not try our master's patience. Surrender!" He said.

Optimus Prime continued to hesitate before he sighed as he opens his chest to reveal the Matrix of Leadership and Megatron looked at it like its a bonus. Megatron laughed evilly as he walked towards Optimus Prime and then he reached his hand over to grab the Matrix from the Prime's chest. But Smokescreen couldn't bear for Optimus to lose to his archenemy as he snapped before he shot his blaster fire at Megatron. But then Soundwave grabs him with his tentacles before Optimus Prime closes his chest to keep the Matrix safe as he's about to protect the young bot, but then Megatron gets the upper hand as he orders his troops to aim a gun at Smokescreen's face, threatening to end his life if Optimus refuses to give Megatron the Matrix.

"Such a shame, Optimus," Megatron said. "And here I thought you would be willing to surrender the Matrix to me. Now I feel like we should have to do this the hard way. Surrender the Matrix of Leadership and be my slave or I will have the boy's spark extinguished!" Megatron threatened.

"Optimus! Help me!" Smokescreen cried while struggling to break free from Soundwave's tentacles.

"Be silent, young Autobot!" Megatron snapped at the young bot.

Optimus Prime couldn't bear to watch Smokescreen perish at the hands of the Decepticons so he tells Megatron not to hurt him.

"Let him go, Megatron! It's me you want!" Optimus Prime said.

"You're right, Optimus Prime. Or should I say, Orion Pax? Your compassion for others has always been a weakness to you! You should know by now that love is a weakness and I have no weaknesses because I cut off my spark from any emotions such as love, joy, and remorse." Megatron told Optimus. "Now for the last time, surrender the Matrix and yourself to me and I will spare the young Autobot's spark. It's your choice." The Decepticon warlord told Optimus Prime firmly as he then waited for an answer.

Optimus Prime didn't want to give Megatron the Matrix of Leadership as it was the only gift by Primus himself that made him a Prime and it was the bane to Unicron the Chaos Bringer. He also didn't want Smokescreen to die and he knew that if he called for backup then both he and the young Autobot rookie would have died. So, he made his decision in the hopes that Megatron would not harm or kill Smokescreen. Falling onto his knees with his head lowered down to his chest which he opened to show the Matrix yet again to his enemies, Megatron smiled malevolently as he could feel his moment of triumph.

"Very well...I surrender." Optimus answered in a low voice.

"That's better," Megatron said before he walked closer to his archenemy as he punched a hole and he reached into Optimus' chest and violently ripped the Matrix of Leadership out of him, causing him to shout out in pain before falling down to the ground in stasis with his Energon blood leaking. Megatron turned to his army with the Matrix of Leadership being held in his servo like a trophy before giving an order to his armada. "Decepticons! Our victory is upon us. Let us take Optimus Prime and his new Autobot recruit back to our warship." Megatron said.

"NO!" Smokescreen screamed in agony. "Optimus! Wake up! Please! Don't let him do this!" He begged.

"It's too late now, soldier," Starscream said to the young Autobot.

Soundwave opened the ground bridge and it's here that Megatron and his Decepticons have taken Optimus Prime and Smokescreen prisoner, and the warlord intended to torture Optimus and interrogate him and Smokescreen into revealing the location of the Autobot base in Jasper. Smokescreen struggled to break himself free as he glared at Megatron who looked down on him while holding the Matrix like it was some kind of trophy.

"You won't get away with this, Megatron!" Smokescreen yelled.

"I already have," Megatron replied before hitting the young Autobot hard on his head, causing him to fall into stasis.

As Smokescreen fell into unconsciousness, he could hear the echoing sounds of Megatron's evil and triumphant laughter as they all enter the portal to the Nemesis.


Meanwhile, it was dawn, and Ratchet and the rest of Team Prime have woken up after being recharged for a whole night. Ratchet went to find Optimus Prime, but he was nowhere in sight at the base. Smokescreen was also missing. Team Prime began to worry about the disappearance of their leader and the young recruit and rookie.

"Has anyone seen Optimus and Smokescreen?" Bulkhead asked.

"No. But where could they have gone to?" Arcee asked.

"Surely there's got to be some kind of explanation for this," Ratchet replied. "I could call Optimus and ask him where he and Smokescreen went off to." the white and orange medic said.

Ratchet went on to his computer to contact Optimus and Smokescreen but he didn't receive any response from them, causing the Autobots to feel more concerned with the whole situation. But then they would eventually figure out that they'd been captured by Megatron and his Decepticons.


Meanwhile, on the Nemesis, Smokescreen was in stasis until he was starting to regain consciousness as he groaned and slowly opened his optics before he found himself imprisoned with his hands and feet locked with some electricity connected to the restraints. Smokescreen struggled to break himself free until he saw a red Decepticon medic with a malevolent grin on his face.

"Ah, you're awake finally." Knock Out said to Smokescreen.

"What?!" Smokescreen screamed as he grunted while trying to free himself from his restraints which amuses the red racer. "Let me go!"

"Calm down, young Autobot. I must say, you have spirit. Lord Megatron had rather hoped that you'd wake up soon. He said he's got plans for the execution of Optimus Prime and he's also got plans for you once we win the great war." Knock Out told the young Autobot.

"Where's Optimus Prime, you scoundrel?! Where did your master take him?!" Smokescreen demanded with an angry one in his voice.

"Woah, calm down there, kid. Lord Megatron has simply put Optimus Prime in the torture room where he is busy taunting him while discussing his plans to restore Cybertron and take over the galaxy. Also, the Big M now wears the Matrix of Leadership which means that he's going to make himself the next Prime by the time you Autobots are destroyed for good." Knock Out explained.

"NO! I won't let him succeed and I won't allow him to destroy Optimus!" Smokescreen yelled while still struggling to break free from his restraints.

"Ohh, what makes you think that you can save your precious leader? You don't even have that Phase Shifter with you and I'm afraid that no one will be there to help you." Knock Out said while gloating. "If only I could have been there to save Breakdown from that spider, Airachnid," he mumbled.

"I swear, you and your master won't get away with this, Decepticon!" Smokescreen yelled.

"Yes, yes! The whole 'You'll never get away with this' speech. Lord Megatron will only respond with the usual comeback such as, 'Oh, but we will!' Evil laugh, evil laugh. Hahahahahaha! Any other clichés you'd like to quote, Autobot?" Knock Out taunted.

"My name is Smokescreen!" Smokescreen corrected.

"Oh, well I don't believe that we were properly introduced. I'm Knock Out, the Decepticons' medical officer and surgeon who loves his paint job." Knock Out introduced.

"And the 'Con who hates it whenever someone damages it or insults it. If I could spit on your paint job, I would!" Smokescreen said angrily.

"Watch your mouth, Autobot! Unless you want me to give you surgery with my buzz saw!" Knock Out threatened.

Smokescreen didn't respond as he refused to show the red racer his fear before his optics began filling with tears as he was feeling overwhelmed by the emotions of defeat, hopelessness, and despair.


In the torture room, Optimus was being fastened by his restraints as Megatron began to beat the living scrap out of him while punching him in the face and spilling Energon from the weakened Autobot leader. The Prime looked up to his archenemy as he wears the Matrix on his chain necklace like it's some kind of trophy as Megatron smiles evilly at his adversary while laughing in his moment of triumph while torturing the last of the Primes. But Optimus refused to give up hope as he glared at Megatron with his blue optics burning with rage. The Decepticon warlord merely chuckled at the poor wounded leader of the Autobots.

"Oh, Optimus Prime. You don't know what you have gotten yourself into. I should probably thank your new lackey for allowing me to finally exact my revenge on you." Megatron said as he taunted his enemy.

"You will not prevail!... There will always be...someone who can stand up...against your tyranny, Megatron!" Optimus Prime swore to Megatron.

"It is pointless to resist your moment of defeat. Face it, Prime: you are powerless to stop me! And there will be no hope for you and your Autobot friends. Now that I finally have the Matrix of Leadership, I will use its power to become a Prime, and then I will have you as my slave until I can execute you when I'm done with you...and I will have your head and keep it as a trophy on my throne." Megatron said to Optimus Prime. "As for your recruit, I do believe that he might be of good use to me someday once I win the war and my army and I maintain our victory over the Autobots."

"Leave Smokescreen out of it, Megatron!" Optimus Prime yelled at his foe.

"It's too late, Optimus. Far too late for you to save the Earth and its loathsome creatures. Once we have restored our planet, Cybertron, we can destroy the Earth and I will let you watch as everything and everyone you know and love will be gone forever." Megatron taunted his enemy before he lets out an epic evil laugh. "HAHAHAHAHAHAHAHAHA!"