On the Nemesis, Starscream was giving himself a speech with Soundwave listening. "I have been a fool. Made mistakes. Monumental ones. I now realize that I was never destined to be a leader. Or even an equal partner, and I'm at peace with that. I have gained a clear understanding of my place in this universe, of who I am. Of who I was always meant to be. Starscream. Second in Command. Humble servant to Lord Megatron. Thank you for listening, Soundwave." Starscream thanked and left for the main control room.

"Is this true?!" Megatron demanded. He and Airachnid were conversing. "Starscream never mentioned it?" Airachnid asked. "If he's up to his old tricks, I shall grind him into powder." Megatron threatened. Starscream awkwardly cleared his throat.

"Starscream." Megatron said darkly. "Lord Megatron, please excuse Airachnid's impertinence. Now, what was it that I allegedly failed to mention?" Starscream asked. "The Harbinger." Megatron said. Starscream gasped. "What about it?" He nervously asked.

"Eons ago, a Decepticon transport crash landed on this planet." Airachnid said. "Oh, please. Common knowledge. I scouted the crash site when we first arrived on Earth." Starscream said. "Then I presume you recovered the experimental weapon prototype thr Harbinger had been transporting?" Airachnid asked.

"Where is the crash site?" Megatron asked. "It was never logged into your ships database." Airachnid said. "You failed to record the coordinates of a Decepticon transport?!" Megatron angrily asked.

"An oversight, Master. But, I noted its exact location." Starscream defended. "Then you can lead Airachnid there so that she may retrieve the prototype for me." Megatron said. "My personal native guide. How delightful." Airachnid said.

Above Autobot base, Arcee qas talking to her deceased partner Cliffjumper. "Hey, partner. Heck of a view you got up here. If there's even a small chance your Spark is out there listening, well, we could really use you, Cliff. Seems like every day another Decepticon arrives on the scene. We're outnumbered and outgunned. Yeah, I know what you'd say, 'Sounds like a fair fight.' And if that's the world we live in, so be it. I just want you to know I haven't given up." Arcee said while beginning to hold back Energon tears. "I'm gonna find the 'Con who took you from us." She promised.

Starscream landed in ta clearing in the forest, with the Harbinger supposedly underneath him. He heard a helicopter engine, and Airachnid made her appearance and transformed. "Your chosen vehicle mode lacks thrust." Starscream said. "Are you going to preen, or are you going to guide?" Airachnid asked.

"I will reveal the exact location of the Harbinger when you tell me exactly what we're looking for." Starscream said. "That information is need-to-know. And right now, you don't." Airachnid said.

"Oh, you would do well to respect me, Airachnid. Before I joined Megatron, I was the air commander of a squadron of Energon Seekers." Starscream told her. "On Cybertron. And how many eons ago was that?" Airachnid asked. "Just recently, I personally vanquished one of Optimus Prime's fiercest warriors, Cliffjumper." Starscream said.

"You snuffed an Autobot?" Airachnid asked with the voice of a hateful oldee sister. "Yes, I did. Without mercy." Starscream said. "Oh. Even Megatron showed you mercy when he planned to terminate you at the mine." Airachnid said. "What? He told you about that?" Starscream asked. "We talk." Airachnid said.

Starscream gave up the location. "The wreckage lies just beneath where we stand. I will need to find a point of entry." Starscream said. Airachnid started drilling her way down into the Harbinger. "Show off!" Starscream said.

He found Airachnid crawling in the ceiling. "Suit yourself. I conducted a thorough search of this husk years ago." He said. Airachnid activated an old terminal. "What are you doing?" Starscream asked. "Accessing the cargo manifest. Or, didn't you think to do that during your thorough search?" Airachnid asked. "Idiot. The ship's systems haven't been activated for eons. The Autobots could detect its energy signature." Starscream said.

"Ah. Here it is. Section 23." Airachnid said.

Starscream was right about the Autobots detecting the Harbingers signal. "Optimus, our scanners have detected a Decepticon energy profile. But, it's ancient." Ratchet reported.

"The past has a way of catching up with the present, Ratchet." Optimus said.

Airachnid jumped off the ceiling. "Section 23 should be right about... here?" She asked when they hit a wall of dirt. "The ship just ends. It must've broken in half during the crash." She realized. "Hmm. Or in the air. If you performed actual research, you would have learned that an Autobot battalion shot the Harbinger out of the sky." Starscream said. "How far away is the other half?" Airachnid demanded. "I'm afraid that information is need-to-know." Starscream repeated Airachnid's words.

Airachnid threw a web at the Second in Command, restraining his arms and sending him to the floor. "What are you -" He started. "Trying to make me look like a fool before Megatron. Have me return empty-handed while you locate that weapon yourself!" Airachnid cut in. "How dare you accuse me?! You're nothing but a scavenger. An opportunist!" Starscream yelled.

"Aren't you one to talk?" Airachnid asked. "Perhaps. But, I've changed. I've seen the error of my ways. I live to serve Megatron now." Starscream said. "You won't live to serve anyone if you don't want me to find the rest of this ship. Now." Airachnid warned.

"A few clicks north of here through a stone arch. Now, release me!" Starscream ordered. "When I have the weapon in hand. that is if I can find my way back without my guide." Airachnid said. "This is not funny, Airachnid! Come back here, right now, and cut me loose! Airachnid, that is an order! I am your commanding officer!" Starscream ordered.

Airachnid snickered and left him, but instead found Optimus, Bee, Arcee, and Bulkhead. "Airachnid!" Arcee sneered. "Surrender." Optimus said. Airachnid ran back neae Starscream to the dirt wall. "Airachnid, you traitor!" Starscream shouted. Airachnid started drilling into the wall and to the surface. Arcee chased her. "Arcee, no!" Optimus said from below.

Arcee emerged from the ground, arm cannon ready. She heard more drilling, and Airachnid burst out of the ground behind her. "Arcee!" She greeted. "I didn't peg you for re-signing with the Decepticons." Arcee said. "A temporary arrangement, Arcee. You know I like working alone." Airachnid said. They attacked. Airachnid threw Arcee aside with her spider legs. She got up and charged her again.

Airachnid grabbed her. "Speaking of, added any more deceased partners to your growing list?" She asked.

"Airachnid, release her!" Optimus ordered. Airachnid threw Arcee at him, transformed, and flew to the other half of the Harbinger.

"Arcee, you know better than to engage the enemy alone." Optimus scolded. "Not her. Not after what she did to Tailgate." Arcee said. She had another vision.

"No! Please! TAILGATE!" Past Arcee cried for her partner as Airachnid stabbed him with her spider leg.

"She will pay!" Present Arcee growled. "Revenge will not bring back those we have lost. Is that understood?" Optimus asked. Arcee turned away. "Optimus, look what we found!" Bulkhead said as he pulled a large Stasis pod. "Move it!" Bulkhead ordered Starscream. "No need to use force." Starscream said and Bulkhead pushed him to the ground. "I'll tell you anything you want to know!" He said.

"Is that right? And what do you want in return?" Bulkhead asked. "I want to be... on your side." Starscream said, leaving all Autobots surprised. "On our side?" Bulkhead laughed. "Yeah right. And I've been lobbing with the Fallen." He said sarcastically.

"You wouldn't betray the Decepticons." Arcee said. "Wouldn't I? What have they done for me, lately? Besides humiliate me? Spy on me? Demote me?" Starscream asked. "Megatron tried to extinguish my Spark in cold blood. Then, all but replaced me with that treacherous wretch Airachnid. She abandoned me! Left me for scrap! So, why not rat them out? I also know who is inside that Stasis pod." Starscream said.

"Who?" Bulkhead asked. "A former Decepticon who changed sides for the femm Chromia." Starscream said. "But, he d-died." Bulkhead said, but he rushed at the Stasis pod, and ripped it apart. It was indeed him. Chromia's supposedly dead Spark-Mate, Cyclonus. Cyclpnus was battered and beaten from infiltrating the Harbinger with Chromia and Jetfire, behind Optimus' back.

"Cyclonus?!" Bulkhead said surprised. "See? I was right, wasn't I? " Starscream asked. Cyclonus fell out of Stasis Lock. He fell to his knees and servos. "Cyclonus, you're alive?" Arcee asked. Bee buzzed in happiness.

"Arcee? Bulkhead? Where am I? Where's Chromia?" Cyclonus weakly asked. His Energon reserves were dangerously low. "Take it easy, old friend. You have been in Stasis Lock for eons." Optimus said. "I also believe I know where Chromia and the other former Decepticon Jetfire are." Starscream said.

"Starscream?! Where is my Spark-Mate?!" Cyclonus demanded and charged his damaged energy gun. "W-wait! I'm on your side now!" Starscream pleaded. Cyclonus was confused. "Lower your weapon, Cyclonus." Optimus gently ordered. Cyclonus did so.

"Chromia and Jetfire should be in the other half of the Harbinger. It's a few clicks north of here." Starscream said. "For your sake I hope you're right!" Cyclonus said venomously.

"Cyclonus, Bulkhead, Arcee, over here." Optimus said. They left Bee in charge of Starscream. "You can't possibly trust that 'Con." Cyclonus said. "Cyclonus, he told the truth anout Megatron trying to scrap him, I saw it with my own eyes. And he told the truth about you in that Stasis pod." Arcee said. "But, we don't know if he is lying about Jetfire, and Chromia." Cyclonus said.

"You're not saying you actually trust Starscream?" Bulkhead asked. "Trust him? Never. But, this may be the one time our objectives align." Arcee said. "You're right to be wary, Bulkhead. You too, Cyclonus. But, I agree with Arcee." Optimus said.

Airachnid flew above the canyon until she finally found the other half of the Harbinger. She drilled her way into the hull, and into Section 23. There it was. "Be still, my beating Spark." She said. It was the Immobilizer.

She walked past two Stasis pods that she didn't know contained Chromia and Jetfire. Until she turned around and looked through the glass. "Well, well. Megatron's gonna love you two. Especially you, Jetfire. Such a shame I didn't find Cyclonus. Megatron would love to pound you both in for your treachery. But, I guess you will do." Airachnid used her extra legs to drag the Stasis pods out.

Bee, Arcee, Bulkhead, Optimus, and a fighter jet sized space ship that was Cyclonus arrived. They transformed. It was very painful and difficult for Cyclonus due to his injuries.

"What do you know?" Bulkhead asked. "Could still be a trap." Arcee said. "Starscream's loyalty to Megatron has always been questionable. If he has truly split from the Decepticons, like Jetfire and Cyclonus, our prisoners knowledge of their agendas could make him a valuable ally." Optimus said. "You don't mean permanently? As in keys to the base, and everything?" Bulkhead asked.

"More work. Less chatter. Chromia and Jetfire are here. I'll find my Spark-Mate." Cyclonus said. "However unlikely that scenario, every sentient being deserves the opportunity for redemption." Optimus said to Bulkhead. "Even 'Bot killers? Even Airachnid?" Arcee asked.

"Without that hope, we may never achieve lasting peace." Optimus said. Cyclonus stomped to Optimus' trailor, and opened it and dragged out Starscream's aft. "Get over here!" He said.

"We're here. Are you telling the truth about Chromia and Jetfire?" Arcee asked. "I do not truly know if they are here. The Stasis pods were built with signal blockers to prevent detection. It's the reason why you haven't found Cyclonus until now." Starscream said.

"Cyclonus, Bulkhead, Bumblebee, you're with me. If Chromia is there, we'll find her and Jetfire. Arcee, remain with out prisoner." Optimus said.

"If you try anything, Seeker, I'll cut your Spark out." Cyclonus warned.

"Optimus, please!" Arcee begged thr Prime. "For Tailgate."

"Your desire to avenge Tailgate will only continue to cloud your judgement." Optimus said before leaving. "Is the clamp really necessary?" Starscream asked. "I promise not to fly away. It's really giving me a crick."

"I can shove you back in the trailor." Arcee offered. Starscream groaned.

Optimus, Cyclonus, Bulkhead, and Bumblebee examined the remains of the Harbinger. "Be alert. Airachnid is known to attack from below ground." Optimus warned. "Right." Bulkhead said slowly.

Then, Cyclonus noticed two Stasis pods next to the ship. He ran to them and looked the glass on one. "CHROMIA!" He shouted and ripped the door off, freeing his Spark-Mate. Energon slowly spilled out of her stomach. "C-Cy?" She weakly asked. "I'm okay." Cyclonus said. Bulkhead bashed the other pod, and freed Jetfire.

"Jetfire, are you okay?" Optimus asked. "Optimus? Dear Primus, it felt like yesterday since we last saw you. I'm fine. But, Chromia needs help." Jetfire said.

"'Con!" Cyclonus shouted. Airachnid was waiting for them, she fired the Immobilizer at Optimus who jumped aside in time. Jetfire shot a missile at her, but she jumped aside. "Bollocks!" Jetfire said.

"I got her!" Bulkhead said. He fired a blast at her, but missed. She used the Immobilizer to lock Bulkhead into Stasis. "The Immobilizer. True to its name." Airachnid said. Jetfire reached for his battle axe, but was immobilzed as well. Cyclonus held onto his Spark-Mate, and shot at her, but they both were hit as well.

Arcee paced back and forth. "I'm not so bad, you know. Megatron. He's the evil one." Starscream said. "Tell it to someone who cares." Arcee said. "Like who? Airachnid? What I wouldn't do to get my hands around her wretched throat." Starscream said. "So, we can agree on one thing." Arcee said.

"Oh, you have no idea. She showed up one day and the next thing you know, she's acting like she runs the place. She whispered lies into Megatron's ear. Maneuvered to rob me of my rightful place!" Starscream yelled.

"Well, she terminated my partner." Arcee said with a shaky voice. "What?! She's taking credit for scrapping him now too?! That was my doing!" Starscream growled. "What? You weren't there." Arcee said. "Of course I wasn't. I don't know what I was thinking." Starscream said.

"Who are you talking about?" Arcee asked. "No one. Who are you talking about?" Starscream asked. "Tailgate." Arcee said. "Who's Tailgate?" Starscream asked. Arcee figured it out. "You were the one. You extinguished Cliffjumper!" She accused.

"Cliffjumper?!" Starscream said surprised. Arcee was ready to rip his helm off. "No, no, no, no! You misunderstand! It wasn't kike you think! The troopers mortally wounded him! I was trying to help Cliffjumper. Put him out of his misery. He begged me to!" Starscream lied.

Arcee kicked him down. "Okay, okay! It was a mistake! I've made many! But, I've changed! You wouldn't terminate a defenseless prisoner, would you?" Starscream asked.

Arcee tossed a chip in front of him. "What? What is that?" He asked. "The key to your cuffs." Arcee said. "Waht for?" Starscream asked. "Cliff would've given you a fighting chance." Arcee said.

"No! Please! I don't want to! What's past is past! I'm one of you now!" Starscream begged. Arcee aimed her cannons at him. Starscream was groveling now. "Take it!" She ordered. Starscream reluctantly took the key, but dropped it out of fear. "You're pathetic!" Arcee hissed.

Her left cannon turned back into her servo, and she picked the key up. Starscream snickered, and made a shing sound with his claws, then stabbed Arcee in the side. Her mouth hang open as she stumbled away from the key, allowing Starscream to pick it up.

Arcee fell to the ground and grapsed her wound as Starscream freed himself. "Something wrong, Arcee? I thought you wanted to fight." He said, and approached her with sadistic glee.

Optimus and Bumblebee dodged and shot at Airachnid. Prime hid behind a rock and fired, but missed. Airachnid missed too. He looked over the rock again, only to find Airachnid was gone. Chromia, Cyclonus, Jetfire, and Bulkhead were frozen.

They heard drilling, and Airachnid emerged behind them. "Freeze!" She said, and hit Optimus. Bee fired his twin wrist cannons and Airachnid attempted to freeze him.

Starscream was slashing at Arcee, laughing while doing so. Arcee kicked him away. "You're tougher to scrap than your former partner. At least the one I scrapped. Was Tailgate weak like Cliffjumper?" Starscream taunted.

"Just.. keep talking, Starscream." Arcee groaned, and ran at him.

"Tell me, bug, do you think Megatron his new trophies?" Airachnid asked. "He'll probably use the bulky ine here for target practice." She continued and pushed Bulkhead down.

"Prime is the true prize. Perhaps he'll adorn the prowl of Megatron's warship." She fired red Energon blasts from her servos, and broke a bunch of rocks. They came down at Bee loke an avalanche. He shot them away. Airachnid used this moment to shoot the Immobilizer at the growing dust cloud.

She saw Bee frozen in a running position. "But you, bug, I suspect Megatron will simply dismantle you, and the traitors Cyclonus and Jetfire, and even poor Chromia for parts." She said, and admired her work.

"As a rogue, a scavenger, I should disappear into the night with this treasure. But, using it to worm my way into Megatron's favor is too good an opportunity to pass up." She said and walked to Prime.

"Wouldn't you say, Prime? I mean, with results like this I could earn Megatron's eternal trust." What she didn't know was that Bee was pretending to be in Stasis. He silently crept towards her. She turned around, and Bee's servo met her face-plate.

The Immobilizer flew out of her grasp, and Bee shot it to pieces. "You fool!" Airachnid shouted. Bee shot at her again, and Airachnid transformed into her purple helicopter mode. Bee ducked down, and watched the Decepticon retreat.

Arcee could barely keep up with Starscream. The Seeker kicked, and elbowed her, and kicked her into a dried gully. "You should've finished me when I was helpless, just like I finished Cliffjumper." Starscream said evilly.

Arcee could barely stand up. "Now, prepare to reunite with your partners!" Starscream sneered. Arcee groaned. "What's that? I can't hear your last words." Starscream said.

"This... is for Cliffjumper!" Arcee roared, activated her wrist blades, cut Starscream, then tackled him to the ground and pinned a blade against his neck.

"Go on. Do it! Megatron will only terminate me for treason if I dare return to the Decepticons. You may as well be the one to put me out of my misery." Starscream said. "As if I needed convincing!" Arcee snarled. She raised her blade.

"What?! Wait! No!" Starscream begged. Arcee was about to unite him with Skywarp and Thundercracker in the Allspark until she saw Bumblebee, who looked at her in disappointment. Arcee climbed off Starscream and fell in a heap as the Seeker limped away.

Bee ran to help his friend.

On the Nemesis, Megatron was angry. "You left Starscream with the Autobots? DO YOU HAVE ANY NOTION OF THE CONSEQUENCES OF YOUR BLUNDER?!" He roared. "But, my lordship, it was Starscream's incompetence that cost us the Immobilizer." Airachnid fibbed. "I don't care about some trinket!" Megatron yelled in her face. "My Second in Command is a prisoner of the enemy. Which means all Decepticon intelligence could be at the fingertips of the Autobots!" He screamed.

"The damage looked bad, but it was a snap to repair. Allowing us to reverse its effect on you. You all should regain your full range of motion before long." Ratchet said. Jetfire, Cyclonus, and Chromia were on medical berths.

"What... about.. Arcee?" Chromia asked as she tried to get up. "Easy. You 3 have been in Stasis Lock for eons. You must listen to your physician until further notice." Ratchet said. "Glad to see you never changed, old man." Jetfire said.

"And Arcee is rather resilient for a Two-wheeler." Ratchet said.

"It is the external wounds which heal the quickest." Optimus said. "I thought settling scores would allow me to move on. Imstead, I chased away our hope of winning this war anytime soon." Arcee said sadly. "Starscream is a deceiver. We were all fools for trusting him. I can't believe I did as well." Cyclonus said.

"Wisdom cannot be granted, Arcee. It must be earned. Sometimes at a cost." Optimus said. "Hey, at least you got us again." Jetfire said.

Back in the canyon, Starscream bashed his wing lock against the wall until they broke and fell off.

"I have been a fool. Made mistakes. Monumental ones. But, I have gained a clear understanding of my place in this universe. Of who I am. Starscream. Aligned with no side. Servant to no one."

Starscream transformed and flew away.


Author's note: In the show this episode was dedicated to the memory of Captain H.L. Larry Cullen. May he rest in peace.