Ultra Magnus became aware of a continuous throbbing in his chest. Each pulse of his spark made the ache worse, and he shifted to try and alleviate the pain. That was a mistake. His entire body seemed to scream as he moved, and he let out a soft groan as he stilled. A warm hand touched his.

"Easy, Magnus," a gentle voice said. "It's okay. Just rest."

Ultra Magnus recognized the voice, but he couldn't place who it belonged to. He needed to see who it was. It was important. But his optics ached as he tried to online them. He finally managed a squint, and he was nearly blinded. He cringed and shuttered his optics several times, trying to reset them to a baseline. Slowly, the ceiling came into focus. A single light was above him, illuminating his surroundings. Everything was blurry.

"Pipes," the voice said. "I think he's actually conscious this time."

Footsteps clicked across the floor and a dark blue youngling peered at him. He reached down and touched the cables in Ultra Magnus's neck, checking his sparkpulse.

"How are you feeling, Magnus?" Pipes asked.

Ultra Magnus tried to speak, but only static came from his vocalizer. He tried again, and a grating noise began in his throat. He coughed, every muscle cable in his body contracting as he tried to clear his vocalizer. When the coughing fit was over, he flopped back, dizzy and thirsty and aching all over.

"Get him some of that medical energon," the voice said.

Ultra Magnus turned his head toward the source, and he saw that strange youngling. It was that Prime. Another grating moan came from his vocalizer, and his hand lifted slightly as he tried to reach over. As if he understood what the mech wanted, Silverstorm reached over and entwined their fingers.

"It'll be okay. Just a click, Magnus."

A small cube of greenish energon was handed to Silverstorm, who held it as the medic wrapped his arms around Ultra Magnus's shoulders and heaved him to sit up. A shriek erupted from Ultra Magnus as his entire body protested, and he sobbed when he was leaned against the wall. His spark throbbed erratically, and he gasped for breath, his head spinning.

When the world righted itself again, Silverstorm was seated on the edge of the berth, his arm wrapped securely around Ultra Magnus's heaving shoulders. The energon was in his other hand, and he held it to the mech's derma plates. Ultra Magnus obediently swallowed a mouthful. The energon burned as it went down, but it settled warmly into his empty fuel tanks. Under Silverstorm's gentle direction, he finished the small cube. The Prime set aside the empty container, and he smiled at him.

"Can you speak now?" he asked.

Ultra Magnus cleared his throat and managed a soft croak. "I think so." He shivered. "What happened?"

"Decepticon attack."

Panic clawed at Ultra Magnus as the memories came back. "Sunstreaker! He wouldn't listen! He wouldn't come back! He walked right into them! Is he okay?"

"I'm fine, Magnus."

Ultra Magnus turned to see Sunstreaker sitting in another berth in their small medical building. A weld line stretched up his left side, looking far too fresh to be sanded down and painted over. He looked bored, but as he met Ultra Magnus's optics, his own optics turned pink. Sheepishness worked its way into his expression.

"I'm sorry I didn't listen," he said softly. "I was mad at you. At what you said to Silverstorm."

The mech searched his memory banks, trying to recall the day before the attack. Then he remembered insulting the youngling Prime, and his optics turned pink as he glanced at him.

"I…" He intook a huge breath then looked directly at him. "I'm sorry about that."

Silverstorm frowned and sat back against the wall, removing his arm. "You weren't exactly wrong," he said quietly.

"You're not a loser," Ultra Magnus said. "Just because Optimus doesn't know you've become a Prime doesn't mean I was right. I was just upset."

"About what?" Silverstorm asked.

Ultra Magnus hesitated. The youngling seemed truly interested, but could he really tell him what was wrong? The shame of it might end Ultra Magnus. But what choice did he have? He always knew it would eventually come to this, telling the younglings the bitter truth that he'd carried around for nearly his entire assignment. Ultra Magnus scanned Silverstorm's face then sat back and looked at the ceiling.

"Nothing," he said simply.

"I doubt it," Silverstorm chuckled.

"No. Nothing," Ultra Magnus whispered. "I have nothing left to give."

Silverstorm went quiet. "What?" he asked slowly.

"When Optimus Prime assigned me to watch over the sparklings, I had an entire team to command. Scientists, medics, psychologists, everybody. Things went well at first, when we got them down into the mines, but then those under my command began to be given different tasks, different assignments. Our numbers dwindled. And they kept dwindling until it was just me. In charge of two hundred younglings without any help or resources."

He looked at Silverstorm, soft, distressed clicks and whines coming from his vocalizer as he spoke. "I have nothing left to give, Prime. I have no resources. Red Alert has asked for upgrades to transform for orns. But I don't have any left. They were taken by the scientists for an experiment when they were still sparklings. Weapons upgrades were needed for fresh soldiers, so they took those, too. Optimus's orders. Even if I did have some left, I have no medic who knows how to integrate them into a youngling's system."

Ultra Magnus shuddered. "I've been alone for orns, Prime. So many years have gone by, and no help has come. I'm out of resources, and I don't know enough to improve anything. The pipes are falling apart. The energon converters are failing. The shields are glitching more frequently. And I can't teach them anything. I have to keep moving, keep traveling all over this shattered planet to check on the scattered groups." His voice broke and he covered his face. "I just can't do it anymore," he moaned. "I have nothing, Prime. Nothing!"

He began to sob, and Sunstreaker and Pipes stood frozen, staring in disbelief at the broken mech. They had never considered that Ultra Magnus was alone. At least they had each other. But now that they thought about it, they hadn't seen another mech since they were quite young. The two younglings glanced at each other as their sparks tightened in shame and guilt. They had given him such a hard time, and he really didn't deserve that.

Silverstorm sat beside the mech and wrapped his arm around him again. He stared at nothing as he made soft, comforting noises in his vocalizer and chest. Ultra Magnus began to seize as his body protested the emotional display, and Pipes hurried over, placing a gentle hand on his chest.

"Please, Magnus, please calm down. If you have electro-spasms again, you could go back into shock," Pipes begged.

Ultra Magnus tried, but he couldn't. Everything he'd been doing for years crashed down on him with the force of a tidal wave, and he sobbed louder as his body contracted.

"Primus! Could you come here please?" Silverstorm called.

The mech appeared, looking around the room before latching his optics on Silverstorm and Ultra Magnus. He frowned.

"He needs to calm down," Silverstorm said. "He can't. He's overwhelmed. Can you help?"

Primus nodded tiredly and walked over to sit on his other side. He passed his hand over Ultra Magnus's face and then his chest. At once, the electro-spasms slowed, and the mech gasped and shuddered as he sobbed. He glanced at the mech who was helping then gave a hiccup of surprise and his sobbing stopped. Whines still ground out of his throat, but he gazed in astonishment at Primus. His optics went white, and he immediately tried to compose himself.

"Hello, Ultra Magnus," Primus said kindly. "It's alright to whine. You've been through a lot."

Ultra Magnus gulped as he stared at Primus. "Y-you're… Primus?" he asked.

Primus smiled. "Yes, indeed. I know you didn't exactly believe in me, but here I am. It's not surprising. I was asleep for a very long time. Part of my cycles. I'm awake for millions of years then I sleep for just as long. Rather irritating sometimes, but there you go."

The mech hesitated then reached out to tap Primus's arm. When he connected, he snatched his hand back and tried to speak. Primus snorted and reached over to poke his olfactory sensor. Ultra Magnus let out a hiccuping laugh.

"My protector used to do that when I was little!"

"I know. You've been unconscious for a while," Primus said, smiling. He turned to Silverstorm. "While only Primes are aware of them, all Cybertronian go through a process of dreams. They're just unaware of it. That doesn't mean I'm unaware, though."

Silverstorm nodded then leaned back. "So what can we do?"

Ultra Magnus didn't understand what he was talking about, but Primus seemed to. Primus turned to the mech, tilting his head.

"Do you have access to schematics for the upgrades?"

There was a pause then Ultra Magnus shrugged. "Doesn't matter. I have no scientific expertise. I can't do anything to build them."

Silverstorm nudged him. "That doesn't mean I don't."

Ultra Magnus glanced at him. "You're scientifically minded, too? Is there anything you can't do?"

The Prime laughed gaily. "I can't do far more than I can. I wasn't talking about me. I was talking about Red and Skydive. They're brilliant. Red loves reading the scientific datapads in the temple library."

"You go to the temple?" Ultra Magnus asked with a sigh. "Why am I not surprised?"

Silverstorm frowned at him. "You are aware that I've taught them to fight, right? Once they get some experience, they'll do well, even with the makeshift weapons I've given them."

"But you haven't taught the other younglings, and they're leaving their shields, too," Ultra Magnus said sadly. "I can't stay and enforce any rules, and you're not the first to discover that."

"And I won't be the last," Silverstorm said.

"I don't know what to do about them. They won't listen and I'm afraid that they're going to take it too far one of these days."

Silverstorm tapped his chin. "I'll figure something out. You're going to stop worrying about this for now. Your orders are to rest."

"But it's my assignment," Ultra Magnus protested.

The Prime stared evenly at him. "As a Prime, I hereby relieve you of this duty until you're healthy enough to take it back."

Ultra Magnus stared in disbelief at Silverstorm. Was he serious? How could he order such a thing? It had been Optimus Prime who had given him the assignment. He opened his mouth to protest, and a spark of fear flashed across Silverstorm's face. And Ultra Magnus understood. Silverstorm was testing him. He was a youngling, the newest chosen Prime. He wasn't sure where his authority ended and Optimus's began, and he was using Ultra Magnus and his situation to explore the boundaries.

Ultra Magnus considered what he knew about Silverstorm. He seemed responsible enough, and he was very knowledgeable about the younglings and how to improve their surroundings. They seemed to be growing up, something that they hadn't been doing for years upon years. All of the younglings had stalled with no role models. But the group with Silverstorm was making progress. He was certainly far younger than any other appointed Prime, if he was recalling his history correctly. But, he finally decided, that didn't make him any less of a Prime.

The mech leaned back as he answered. "It won't be easy for me to relinquish this. It's been a part of my life for ages. But if those are your orders, sir, then I'll try my best."

Silverstorm relaxed and smiled. "Good. It'll be a while before you'll even be able to get out of that berth."

Ultra Magnus hesitated. "What exactly happened?"

He looked from Silverstorm's face to Primus's, but they both stood and looked at Pipes, who was busy checking Sunstreaker's weld.

"Pipes, sweetling," Primus said amicably. "Your other patient needs to hear about his diagnosis and prognosis."

Pipes straightened and his optics were pink. "You explain."

"But you're the medic," Silverstorm said. "And he's your patient, not ours. So come and explain."

The blue youngling shuffled over and grabbed the datapad on his side table. He scanned it then looked up at Ultra Magnus. The mech smiled encouragingly.

"So, docbot, what's wrong?" he said casually. "I'm ready to get up and start moving again."

Pipes, when he realized Ultra Magnus was joking, laughed and relaxed. "You were stabbed by a thin blade that pierced your sparkchamber and ruptured some key energon lines," he said, his finger running down a list. "With Primus's intervention and instructions, I was able to stabilize your sparkpulse and reattach your lines. But several more surgeries will be necessary to repair all the damage."

Ultra Magnus cringed. "That bad, eh?" He glanced at Primus, and Pipes spoke at once.

"Primus said he won't heal you entirely. He wants me to learn and it uses too much energy. Just keeping you alive nearly drained him. So you're stuck with me."

Pipes sounded unhappy, and Ultra Magnus looked at him. "I wouldn't say stuck."

"Don't you just want him to snap his fingers and heal you?" Pipes demanded bitterly.

Ultra Magnus considered this then looked into his lap. "Honestly? No. Then I'd have to go off on my own again right after Silverstorm gave me some time off." He covered his face with one hand. "I'm so tired, Pipes. And while berth-ridden isn't exactly what I would have chosen, it will give me time to rest." He paused and glanced shyly at Sunstreaker. "And maybe finally get to know some of my charges."

Sunstreaker smiled at him. "If you relax and let us have some freedom and you stop insulting Silverstorm, I'd say we're willing to get to know you."

"Then it's settled," Primus said brightly. "Magnus gets a break, Silverstorm gets his job via computer, Red and Skydive build the upgrades, and Pipes learns spark surgery."

Silverstorm smiled. "You're forgetting your regular tubing pressure clearings."

Primus made a face, and Pipes, Sunstreaker, Silverstorm, and even Ultra Magnus laughed. The ancient Cybertronian smiled and shook his head.

Ultra Magnus smiled at Silverstorm. "Thank you, Prime," he murmured as the youngling lowered him to lie down.

Silverstorm lit up and beamed. "thank you for listening," he replied.

Then he tapped Ultra Magnus's olfactory ridge, and they both laughed as the mech swatted his hand away.