It was Red Alert who got the first upgrade. All the younglings agreed with their Prime that he deserved it. The minor surgery was a success, and after a day of rest, Primus joined the younglings to see the result. Red Alert had been given what seemed to be unlimited options to scan for his vehicle mode, and he'd requested that Silverstorm help him choose. It was with great trepidation and excitement that the youngling walked out with his Prime to show off his new form.

Ultra Magnus was seated on a bench, sipping slowly on a cube of medical-grade energon. He had begged Pipes to let him watch. Progress was being made, and he wanted to see it. He had watched the younglings stagnate for so many solar cycles, and he wanted to see them get the life and upgrades they deserved. Pipes had refused, so Ultra Magnus appealed to Silverstorm. He had almost broken down in his desperation to plead his case. Silverstorm listened and understood, and he stated that he'd talk to the medic.

It was Silverstorm telling Pipes that five or ten clicks of quietly watching the proceedings would not harm him. Besides that, Ultra Magnus was the only one out of all of them who had transformed before, and he was sure to have plenty of advice. Pipes had finally agreed, but he was firm that Ultra Magnus must be seated and not get too excited. He'd had two surgeries for his spark already, and he needed several more before he'd be stable enough to walk around and do anything. Pipes was improving in his skills rapidly, from necessity more than anything, and he enjoyed Primus's directions and assistance with the complicated, delicate surgeries. He was quickly gaining confidence, and he was beginning to remind Silverstorm of First Aid and Ratchet. That was how Silverstorm knew he was settling into the role of the team's medic.

Red Alert stood in front of everybody, trembling from nerves and excitement. Ultra Magnus swallowed a mouthful of energon and spoke.

"It will ache when you first do it. Your body won't be used to moving like that. And you might get stuck a couple of times. Remember to keep intaking or you'll overheat and try to intake and output evenly. Just keep pinging the new hardware until it makes a soft click in your processor. Then rest for a few moments before you try and move.

Red Alert took that in then nodded. He intook a big breath, focused on the new program, and sent the signal that he wanted to transform. His form slowly began to shift, and he yelped in surprise at the sensation of his body parts moving into different places. Ultra Magnus had been right about it aching. Every piece of him radiated with a deep, almost undefinable ache.

"Keep going, Red," Ultra Magnus encouraged. "Keep pinging it. The ache will fade with time and practice."

The youngling had to be reminded several times to send the signals to the new part of himself. Once all of his moving parts ground to a halt, and he struggled to think as the ache nearly overwhelmed him. But with Ultra Magnus's coaching, he pinged the hardware again and got moving. Red Alert was so consumed with the odd sensations and the almost-but-not-quite pain that he was started when a click sounded out in his mind.

His sensors were aflame with sensory input that he couldn't figure out. He could see, but it was much different than with his optics. Instead of seeing in one direction, which was in front of him, he was aware of a small circle around himself that he could sense. It wasn't exactly sight like he knew it, but he couldn't find any other words to describe it.

When Silverstorm stepped suddenly into his new 'vision' circle, he panicked, and a growling snarl resonated from within him. He didn't move, but it scared him. Ultra Magnus spoke, but since he wasn't in Red Alert's small circle of awareness, he couldn't see him.

"Easy, Red, easy. I know it's disorienting," Ultra Magnus soothed.

"Is something wrong?" Silverstorm asked worriedly.

"No. He'll be fine. It's just a different way to experience the world when you're in an alt-mode. You don't have optics, so the new hardware that was installed and software that was downloaded is coming online to give you a new readout of your environment. He's going to be confused, and it will take time for him to even speak, since the vocalizer is in an entirely different place. But you need to stay calm, Red."

Red Alert didn't know what else to do, so he revved softly, unable to find his voice.

"That's good, Red. Now, start pinging your transformation hardware again. We'll talk when you're in bipedal mode again."

Red Alert wasn't too keen on experiencing that grinding ache again, but he needed to vocalize, so he began to ping the hardware again. He managed to get back into bipedal mode without stalling, but the ache was much more pronounced, and his legs wouldn't hold him upright. Luckily, Silverstorm was still close enough to catch him and ease him to sit down. Dizziness nearly overwhelmed the youngling, and Red Alert moaned.

"Put your head between your knees," Ultra Magnus commanded. "Intake slowly. Focus on your breathing."

Red Alert obeyed, and the dizziness began to fade little by little. He could hear the other younglings murmuring, but he couldn't pick out any words. His entire body ached, and he felt a bit sick. Silverstorm rubbed his shoulders gently, crooning in his native language. Though Red Alert couldn't understand the words, he could tell it was some sort of song, and he slowly relaxed. After about ten clicks, he intook a deep breath then exhaled and raised his head.

"Ow," he said. His voice was hoarse with pain and discomfort, and he didn't want to move.

"Pipes, give him the Transium," Ultra Magnus said.

Pipes pulled out a small injector with pale blue liquid in it. "How much?"

"Half a vector."

Pipes walked over and carefully injected the Transium into Red Alert's neck cables. Red Alert hissed at the prick, but his aches immediately began to fade. He sighed.

"What was that stuff?" he asked.

"Transium," Ultra Magnus explained. "It's a light, old-fashioned pain medication. It had fallen out of use for most medical issues by the time the war started, but it has been consistently used for younglings' initial transformations for as long as anybody can remember. It's almost impossible to get addicted to it, and it's light enough to help ease normal aches and pains from early transformations."

"Oh," Red Alert shivered. "That hurt. Swerve told me that it hurt a bit, but that was pretty bad."

Ultra Magnus grimaced. "Unsurprising. You're all in your mid-youngling phase. It's early-younglings that were given the upgrades. Their bodies are more flexible and they experience less pain from the procedure. I'm sorry, but it's going to take longer for the pain to fade for you all as well."

"Luckily, Transium was designed for this particular process," Primus replied; he'd been standing silently beside Ultra Magnus to watch the proceedings. "When transformation was first done, it was done by mechlings, not younglings. Transium was manufactured to ease their pain, and it is effective for the normal aches and pains associated with transformation. Only if something went wrong were mechlings given anything stronger."

Ultra Magnus looked interested. "Really?"

Primus smiled. "Oh, yes. It was only about ten generations ago that the transformative technology was fit to be placed into youngling bodies. It's still relatively new."

Besides Silverstorm, the other younglings weren't paying attention to Primus and Ultra Magnus. Red Alert was still reeling from his first transformation, and the others were now even more worried about their own. There would be a series of minor surgeries over three cycles, and then they would all pick their alt-modes. Red Alert's experience had scared them. They hadn't expected to be in any pain, but Red Alert's nearly white optics were proof that it hurt quite a bit.

Mirage approached Red Alert and sat down, curling his arm around him. "Are you okay?"

"It's not comfortable," he croaked, rubbing his temples with his trembling fingers. "It's really confusing when you're a vehicle."

"Could you see?"

Red Alert frowned. "Yes, but not like I do now. It's weird, with all these sensor readings. I couldn't see very well. Silverstorm startled me when he got that close. I didn't even know he was there until he was right there."

"Your sensors will expand with time," Ultra Magnus assured him, breaking into the conversation. All the younglings looked at him. Ultra Magnus smiled. "You did very well, Red. There are some things you'll need to do. The first thing is that you're to transform every two orns while you're awake for the next week. Both into vehicle form and back into bipedal form. You are to be supervised by at least one person, preferably two. Once you no longer ache, you're going to have to learn how to read your new sensory input, then you learn how to drive."

"All of that?" Sunstreaker asked in horror.

Ultra Magnus chuckled, but it wasn't amused. "Yeah, Sunny. All of that is a part of learning to transform and drive around in a separate mode."

"I thought…" Hound trailed off, looking back at First Aid.

"That it would be easy and natural and that you'd be zooming around in a matter of hours?" Ultra Magnus finished for him. "Nope. That's a sparkling's fantasy. Growing up takes work. New upgrades take work and time and effort to learn and adapt to." His face fell. "That's another reason I couldn't have given you the upgrades if I had even had any. The truth is, it's going to take a few months before you have any proficiency at driving. The more practice you do, the faster you'll learn. It's a skill, just like cleaning and building and fighting. Some of you will probably have more talent than others and will be a bit ahead. Others will struggle. But you'll all get it. I know you can."

The younglings actually looked disappointed. They sat down around Red Alert and began to talk in low voices. Silverstorm looked around at them and sighed. A crack sounded through the air, and the Prime looked up to see the Aerialbots slowing down above the shield. They had broken the sound barrier, meaning they had been practicing flying at breakneck speeds.

"Silverstorm?"

The Prime looked down to see Primus studying him. "Yes?"

"I know that transformation will be even more difficult for you than for them."

"Why?" Ultra Magnus asked, sipping his energon again. He looked very tired.

"Because I didn't grow up with the thought that I could transform. Because I was human, and they don't transform. Stuff like that."

Silverstorm got on one side of Ultra Magnus, and Primus stood on the other and they eased the mech up. Ultra Magnus groaned, but he limped back into the medbay with their assistance. He lay down with great relief, and he sighed.

"Well, I'll be around to actually help all of you get acclimated. I'm glad, too. Sometimes transformations can go wrong." Ultra Magnus relaxed into the soft metal of the berth. His optics flickered tiredly. He looked back at Silverstorm.

"Any ideas about what you'll transform into? You were in there long enough to have gone through thousands of models with Red."

Silverstorm sat down next to him and thought. He did have an idea, but it was impractical, impossible. He wasn't built right for it. You had to have a specific build, a specific internal system, and his just wasn't right. It was too bad, too. Ever since Red Alert had started work on constructing and programming the upgrades, he'd fantasized about being able to transform. And there was only one thing he wanted to be…

"Well," Primus said quietly. "It's not entirely impossible. I could modify your structures. It would be a very intensive surgery, and you'd be in recovery for a few weeks. But it's possible."

Ultra Magnus looked between them. "Are you reading his mind?" he asked shrewdly.

Primus didn't answer, his optics latched onto Silverstorm's face. Clicks came from Silverstorm's vocalizer, and he imagined the pictures once again.

"What would you recommend?" he finally asked Primus.

"I would recommend you do it. I haven't had a Prime that could transform like that for many, many generations. It would also be advantageous in battle, and it would compliment the rest of your team."

Excitement bubbled inside Silverstorm. "Then yes. I want to do it. When should we start?"

"After you clear out that vein. Maybe next week. I'll have more energy."

"Are either of you going to tell me what you're talking about?" Ultra Magnus demanded.

Silverstorm looked down into his face, and he smiled in anticipation. "I am going to be a flier."