Here it is folks, the last chapter of the second arc of Beast Wars Prime. First and foremost, a shoutout to Chronolocked, who suggested the upgrade Optimus will receive in this chapter.


Ducking into an alcove near Shockwaves' lab, Punch transformed back into Counterpunch. "Agent Counterpunch reporting in. The news is not good, the Decepticons have perfected the cybermatter formula and will be ready to begin in less than twelve Earth hours." He began. "Like my last few transmissions, I am encoding the current location of the Nemesis as well as her speed and heading. It should be enough to get a rough idea of our location for space bridge coordinates."

He gave a heavy sigh. "I can only wait an additional few hours before I will be forced to reveal myself as a spy and attempt to stop the operation myself. I hope it doesn't come to that as my chances of success would be slim and odds of survival nil. On the chance that this is my last transmission, it has been an honor." With that he transformed back into Punch and went back to work.


Tarantulas shook his head as he listened in on Counterpunches' transmission. He'd bugged the spy's' comm days ago and heard every single transmission he made. "And they called me a drama prime." He scoffed as he finished adjusting the vials of CNA.

"Dramatic as it may be, it is necessary that the Autobots find the ship, yes." Galavar replied as he lifted the Dark Matrix of Chaos. "For our takeover to begin, Megatron must be eliminated, and the best way to do that is to set him against Prime. If we're lucky he'll be killed and the Prime badly hurt, leaving us to pick off the winner and any stragglers." He turned to Tarantulas. "Are you ready to begin?"

Tarantulas nodded enthusiastically as he finished recalibrating the energy projector. "At once, you need only lay on the berth, and we can begin."

Galavar nodded and did so, holding the dark matrix to his chest as Tarantulas connected the CNA vials to him via tubing. "Then let us begin, the sooner the procedure is complete, the sooner a new glorious age can begin, yes."

Nodding, Tarantulas engaged the synthetic enigma frequency and trained the projection laser right over the matrix and Galavars' spark. "Fair warning, this won't hurt a little bit." He cackled.

"I am not unused to pain, no." Galavar replied.

"As you wish." Tarantulas cackled again as he pulled the power switch.

The energy of the enigma frequency slammed right through the dark matrix and into Galavars' spark as the vials of CNA emptied into him. Galavar gave a scream of agony as the various elements of the experiment mixed and combined, the dark energon twisting both Megatron and Scourges' CNA as well as his own into a new mutated form. He felt the sensations as his body began to break and reshape itself while the dark matrix sank into his chest and merged with his very spark. He barely made out the sounds of Tarantulas cackling like a mad mech before the pain caused him to black out.


Optimus Prime looked over the assembled Autobots and Maximals in the lost light. "Autobots." He began. "Our time to strike is at hand. We recently learned from our deep cover agent aboard the Nemesis that Megatron has relocated and rebuilt the Omega Lock onboard the warship." He explained, watching the Maximals' reaction out of the corner of his optic.

"Woah, woah, woah, wait up. You mean we have a bot on the inside?" Jack exclaimed.

Allison snorted. "A robot in disguise, in disguise. Go figure."

Miko scoffed. "Been there, done that. You should've met Makeshift."

"Indeed." Optimus answered. "We only recently became aware of him, and he has proven to be a viable source of information. He was the one who provided the location of the Predacon lab facility and recovered the enigma of combination."

"I believe he was also the one who allowed us to recover the apex armor." Arcee added. Now knowing about there being a spy in the Decepticon camp, she wondered how many times she'd met that Vehicon before then. Better yet, how many times had his actions helped them?

"A reasonable assumption." Optimus agreed. "The last time Megatron activated the Omega Lock, he attempted to cyberform the Earth." He looked at the Maximals, he knew that the battle at the Omega Lock led to their human friends becoming techno organic hybrids. "We fully believe that he will try to do so again."

"You say something about an attack?" Grimlock queried.

Ultra Magnus took over. "Going from the intel in Counterpunches' latest transmission." He began as a hologram display of the Nemesis came into being. "The initial strike will consist of five teams, four of them working in two groups. Grimlock, you and I shall lead the Dinobots and Wreckers through the ship to capture the bridge while taking out as many cons as we can." He explained to the Dinobot commander.

Grimlock nodded. While he had issues with Magnus (or any kind of authority) he wasn't about to argue about this. The stakes were too high.

"Meanwhile, Arcee and Leobolt will lead the Maximals and a stealth team to seize the Omega Lock." Magnus continued. "While dangerous in Megatrons' hands, we cannot squander a second chance to restore Cybertron."

"Which is why we will be quarterbacking from here." Sparkstalker interrupted. "Between my insider knowledge of the Nemesis' systems and our collective hacking skills, we can ensure advance notice of any threat."

"And in case of emergency, we have a backup plan." Lightbright added.

Optimus nodded. "In addition, to divide the Decepticons attention further I and all other flight capable Autobots will act as a distraction. Finally, we have the remainder of the medical staff as well as the Protectobots on standby." He finished.

"Having said that." Rodimus picked up. "We have our coordinates. It is time for us to arm ourselves. It is time to transform."

"And roll out." The three Autobot commanders finished together as the groups began to divide up.


Megatron looked at the scene before him with glee. Under Shockwaves' direct supervision, the Constructicons were finishing the final assembly of the Omega Lock. Not even the loss of Rampage in the raids could dampen his spirits. The cyclopean Decepticon turned to him. "Lord Megatron, the synthesis of the cybermatter needed to cyberform the Earth is commencing ahead of schedule."

"Splendid Shockwave." Megatron replied. "Once the Constructicons are finished here, move the Omega Lock into position and have them do a final check of the cybermatter feed system. I want to be ready."

"At last." Starscream sighed from behind Megatron, Knockout standing next to him. "Good riddance to a wretched species."

"Although they do have a flair for designing alternate modes." Knockout added to Starscreams' chagrin.

Scrapper came up to the quartet. "Omega Lock reassembly is complete lord Megatron, we'll take care of that follow up inspection immediately."

Before Megatron could respond, the ships' general alarm sounded. "Soundwave, report." He called. A nearby screen lit up with a radar reading showing five Autobot signals flying near the ship.

"What? How?" Megatron yelled before seeing the detailed reading of the lead signal. "So, somehow Optimus Prime has figured out our plan, but how did he find our location?" He asked.

"The most logical possibility is that there is a spy amongst our ranks." Shockwave answered.

"Don't need your intellect to figure that out." Starscream sniped. "My lord, might I suggest we accelerate our plans?"

"Agreed. Scrapper, forget the inspection. Take your team to protect the cybermatter generation systems and try to accelerate the process if possible." Megatron ordered. Hearing the order, the six Constructicons transformed and headed to the generators.

"If Prime is attempting to stop us from cyberforming this planet, then I believe it is once again time to use the most powerful weapon in our vault." He spoke. "The Dark Star Saber."

Several explosions rocked the ship. "Sir." Punch called over the comms. "We have multiple Autobots boarding the ship."

"I'll just go get that little something we talked about." Knockout called as he ran back inside the ship.

Megatron activated his comms. "Soundwave, mobilize what's left of our forces. The Omega Lock must be protected at all costs." Cutting the connection, he growled. "If Optimus Prime wishes to wage a battle for the fate of both Earth and Cybertron, then I shall oblige him."

"One ultimate weapon coming right up." Knockout called, the glowing purple blade of the Dark Star Saber pulsing slightly.

Megatron lifted the weapon. "This will be our last stand. Decepticons, transform and rise up!"


Outside the Nemesis, Optimus Prime led his team of flyers against the Vehicon flyers. "Cosmos, Whirl, keep up the attack on sub sector Stylor. Jetfire, brainstorm, once you shake your pursuers, attack grid Zarak."

"You bet, no sweat." Whirl yelled as he opened fire.

"Optimus, we have company." Cosmos called as he dodged a large bomber jet.

"Fools." Lugnut bellowed. "We shall not allow you to take Megatrons glory for yourselves." He disregarded the other flyers and opened fire on Optimus.

Brainstorm and Jetfire came over the side of the ship with Blitzwing and a flyer squadron in hot pursuit. "Our forces shall grind you to duzt. And ven Earth is cyberformed, I can chooz mien vacation home." He cackled.

"Unlikely mate." Jetfire replied performing a loop da loop to get in behind the squadron. "G'day boys, we just played ya for drongos." Launching his Skystriker modes' missiles, he knocked Blitzwing and most of the flyers off Cosmos' tail. "I believe the yank saying is 'Yo Joe'!"

"Remember team, our objective is to buy the infiltration units time to reach their objectives." Optimus reminded the group. "Hopefully we can buy them the time they need." He finished before engaging Lugnut again.


Exiting the space bridge, the six Dinobots as well as Ultra Magnus' Wrecker team made their way to the Nemesis' bridge.

"Alright, we all know our orders." Ultra Magnus called as the group of twelve ran through the corridors. Aside from Bulkhead, Wheeljack and Drift he had brought along Skidz and Blaster as reinforcements. "Seize the bridge and prevent the Decepticons from engaging the device in case the stealth teams are delayed." Blaster would be essential to taking control of the warship.

"We know mission tight aft." Grimlock groused as he kept pace with Magnus. "Me just hope Shockwave between us and bridge." Grimlock hoped that the Dinobots would get to settle that score today as well.

"Just remember, the mission is more important than a vend-" Magnus was cut off as six familiar construction vehicles rounded the corner. "Oh no, not them."

"Oh frag." Scrapper exclaimed seeing both the Wreckers and Dinobots coming at them. "Quickly, Constructicons, transform. Phase two!"

As the Constructicons began to combine into Devastator, Grimlock shoved Magnus. "Wreckers go, take bridge. We hold Devastator here."

Ultra Magnus looked like he wanted to argue, but he couldn't without contradicting himself. "We'll come back as soon as the bridge is secured." He responded. As Devastator finished coming together, the Wreckers transformed and zoomed past the combiner.

"Boss, we could barely match this guy before." Snarl pointed out as he transformed into his Stegosaurus mode.

"Then we go out in blaze of glory." Grimlock replied, transforming into his own Tyrannosaurs mode.

"Ah well." Slug groused as he transformed. "Never wanted to live forever anyway."

"Dinobots, charge!" Grimlock called, and the six Dinobots ran to face the combiner again.


Leaving the Dinobots behind, the Wreckers met minimal resistance on their trip to the bridge.

"This seems too easy." Bulkhead called to Magnus as they drove.

"They most likely have more Vehicons guarding the Omega Lock at the moment." Drift reasoned. "However, considering who else could be on board, I'd rather face the Vehicons."

Transforming as they made the final turn to the Nemesis' bridge, the Wreckers opened fire on the Vehicon staff manning it. "Wreckers, secure the bridge." Magnus called as he downed another Vehicon.

Turning, Magnus saw Soundwave looking back at him. Seeing the others forming up on him, they charged the silent mech. Unfortunately, that was what Soundwave wanted. A space bridge portal opened on the floor between them and the spymaster. Unprepared, Ultra Magnus, Bulkhead, Wheeljack and Drift fell through it with Skidz and Blaster barely catching themselves in time.

Soundwave looked at the remaining two Autobots. "Soundwave, superior. Autobots, inferior." He spoke in an echoing voice that was rough from disuse.

"Holy pit, he does speak." Skidz said as he and Blaster backed up.

Ultra Magnus shook his head as he and the other three Wreckers got to their feet. "Ultra Magnus to all units." He said into his comms. "We will be delayed. Soundwave pulled one of his relocation tricks."

"You are being delayed longer than you expect comrade." Stranglehold greeted as he and the Mayhem Attack Squadron exited the shadows of the hangar the Wreckers had been bridged to.

"Aye." Octopunch agreed as he signaled several Vehicons to exit the shadows from the other side of the hangar. "Soundwave may be a spook, but the lad gets results."

"The stage is now set. The downfall of the Wreckers. So long overdue." Bludgeon added as he drew his sword and locked optics with Drift.


As the first two groups set out. Arcee led the Stealth team and the Maximals through the lower levels of the Nemesis. Coming to a fork in the corridor she looked at Leobolt. "Alright partner, we go left, you go right." She explained. "We'll come out on either end of the Omega Lock and catch whoever's there in a pincer maneuver."

"Right." Leobolt nodded. "Depthcharge, lead the way. Maximals, mobilize."

"I really hope that wasn't our catchphrase." Wingsaber replied following the Maximal commander and their ex-Decepticon teammate.

"Not the time Miko, and no." He responded.

Arcee led the stealth team down the corridor towards the Omega Lock. Turning a corner, they heard a lift activating and had to back up out of sight. Checking around the corner, they witnessed Megatron exiting the lift with the Dark Star Saber strapped to his back. The moment he cleared the hallway, the team bolted forward. Well, except for one.

"Smokescreen, come on." Arcee called.

Making up his mind, Smokescreen turned to the group. "Go on without me."

"That isn't the mission." Arcee argued.

"There's something I have to do." He countered, heading down a different hallway.

Arcee gave an exasperated sigh and looked at her remaining team. "Hound, go with him, watch his back." Nodding, Hound took off after Smokescreen. "Everyone else onward." With that, she, Bumblebee, Trailbreaker, Nightbeat, Beachcomber, Nautica, and Perceptor headed toward their objective.

Turning another corner, they came across several Vehicons waiting in the hall for them. "Alright troops." Punch called as the Vehicons deployed their blasters. "Ready, aim." Before he finished, he changed targets and blasted the other four Vehicons in the back of the head. "Fire." He finished smugly.

"Either you have some notoriously bad aim." Nightbeat stated. "Or you're our inside bot."

"Well, my name's not Aimless." He joked. Pressing a button on his wrist, the spy's' color scheme changed from Vehicon purple and black to navy blue and orange as he transformed into another bot mode. "Agent Counterpunch, Autobot intelligence."

"Thank you for the assist." Arcee greeted. "Is that going to break your cover?"

"No, Soundwave is too busy to keep track of everything right now. However, there will be a high number of troops guarding the Omega Lock so please hurry." He transformed back into Punch. "You'd best shoot me, so it looks like I tried to stop you."

"A good spy trick." Arcee agreed. Taking aim, she winced a bit. "Sorry about this." She fired, hitting Punch in the abdomen she watched as he collapsed in on himself.

"No problem, just go." Punch grit out.

Leaving their spy, Arcee and the stealth team came out of the corridor to see over three dozen Vehicons as well as three distinct Decepticons. A pair of twin bots whose only difference was their colors and a tall one with a dome over his head giving him an appearance like Mr. Freeze.

Oil Slick glared at the newcomers. "Runamuck, Runabout, do not allow them near the controls." He said in a monotone.

"You heard him boys, let's get him." Runabout laughed as he, his twin and the other Vehicons charged the stealth team.

"Scrap." Arcee growled. "Spread out. Try and get to that control panel and try to shut down the system."

Splitting up, the group began to engage the horde massing on them. Trailbreaker allowed several to mass on his forcefield before blasting it outwards to disperse them. Perceptor wasn't taking any chances and simply downing them with singular shots to the head, utilizing his sniper capabilities

Bumblebee and Nightbeat were back-to-back firing at any cons that got too close to them while using grid shields to protect themselves and each other from oncoming blasts. Bumblebee beeped that this is what he called a battle. "This is what I call getting blown to scrap." The detective replied.

Nautica was a bit away, using various weapons and tools Brainstorm had given her to fight her opponents. However, the couple that managed to slip through she settled for clubbing them with her wrench. "I'll try to cut the power to the controls, but I'll be a minute." She yelled, dodging Runamucks' laser shots.

"I'm to the control panel." Beachcomber called. "Nautica, Perceptor, I need one of you to walk me through the shutdown process." He looked up to see the Earth in the background. "Just keep spinning man. You'll be safe soon enou-." He was cut off as he felt something shatter against his right arm.

Looking down, Beachcomber was horrified to see a rapidly growing patch of rust engulfing his arm and making its' way across his body. "No, NO!" He screamed as the cosmic rust consumed his body. He took a step back only for his right leg to collapse under him. Landing on his side he saw Oil Slick standing over him. Turning his head back to the Earth he whispered. "Just keep spinning." His vision went blurry and then, he knew no more.

Oil Slick stepped over the pile of dust that was once Beachcomber and activated his comms. "Shockwave, I suggest you prepare the firing sequence. The Autobots are getting too close for comfort." He backed away from the controls to dodge a shot from Arcee. He pulled another vial of the rust virus from his belt only for a shot from Perceptor to shatter it and his hand.

Oil Slick attempted to blast the infected arm off before the infection could spread only for Arcee to shoot his good arm off. "That was for Beachcomber, you sick slag." She growled. Arcee watched in satisfaction as the Decepticon chemist was literally consumed by his own work. Moments later there was a second pile of dust next to the first.

Moments later, the Nemesis gave a great lurch, upsetting many of the combatants throughout the ship. "Arcee to base, what the scrap is going on up there?"


After splitting up, the Maximals charged down their corridor to find an unwanted surprise waiting for them. More specifically, the remaining six 2.0 Predacons and about a dozen more Vehicons all waiting in their beast and vehicle modes.

"Well, well, well." Tarantulas grinned as he saw the Maximals round the corner. He had to leave Galavar to recover from his procedure so he could keep his cover just a moment longer. "It looks like we have us some escaped animals to cage up." He taunted.

"Never seen you before." Leobolt said as he narrowed his eyes on the new spidercon.

"Tarantulas is my name; science is my game." Tarantulas explained. "And now, I want to run an experiment to learn how many bots it takes to corral nine Maximal freaks."

"You couldn't take us when there were seven of you." Depthcharge grinned. "We'll blow by all of you easy."

"Ah well." Tarantulas began in an airy tone. "I know how to level the playing field and I just so happen to have the ail for what cures you." He finished, his voice taking on a hard edge. Pressing a button on a small remote with his foreleg, a green pulse emitted from the overhead light fixture.

The effect was immediate. The Maximals all convulsed as they forcibly transformed into their beast modes. The Predacons and Vehicons however, having been in their alt modes already, transformed into their bot modes. "You like that?" He laughed. "A little energy pulse signal to lock you in the opposite mode of what you were in."

"Easy fix." Leobolt replied. He willed himself to transform, only for his form to remain locked. "What the?"

"Oh, I'm sorry." Tarantulas cackled. "Didn't I explain? That light pulse was designed to force any transformable being to change forms then lock them in that mode. And I'm the only one who has the deactivation frequency!" He laughed.

Shaking his lion modes' head, Leobolt surveyed his team. "Botanica, cover Depthcharge." He ordered. With Depthcharge being stuck in his stingray mode and Botanica only being capable of short-range grappling as a tree, guarding each other was the best they could hope to do.

"Everyone else." He continued. "Let's put our beast modes to good use." With that he tried to pounce on Tarantulas, using his neck boosters for extra power. The spiderbot sidestepped him however, causing him to receive a double whammy to the ribs from by Terrorsaur and Iguanus' shoulders.

Tarantulas scoffed. "Predict-." He was cut off as Kumaras' green webbing hit him right in the face. As he went to pull it from his face, he was rammed by Rhinox into the group of Vehicons.

Cheetor sped forward and pounced onto Waspinator. "Down kitty bot, bad kitty botzzz." He buzzed as he tried to get the angry cheetah off his back.

"Calm yourself drone." Infernus bellowed, taking aim with his now flaming right drill. "I shall remove that parasite."

"No Infernuzzz!" Waspinator screamed as the fire hit both Cheetor and himself, sending both to the ground in pain.

Wingsaber and Mach Hoof charged at Terrorsaur and Iguanus, both to try and drive them back and to retrieve Leobolt. Terrorsaur laughed and ducked, allowing Wingsaber to fly right over him and into the waiting arms of a Vehicon. Iguanus however, grabbed Mach Hoof by the horn and hoisting her over his shoulder, body slammed her into the floor. An unintentional burst of Nucleon erupted from her upon impact, stunning both Iguanus and Rhinox who had been nearby.

Spittor sized up Kumara. "Oh goody, another spiderbitch." He croaked. "I wonder if this one tastes good?" Launching his tongue at Kumara she leapt out of the way as Nightscream landed on his back.

"Let's see how you taste." He taunted as he sunk his bat fangs into Spittors' neck. Almost immediately Nightscream felt dizzy.

Spittor gave a gurgling laugh. "What's the matter kid? Don't like Tox-En?" Giving a shake of his shoulders, he dislodged the rapidly weakening bat. He raised a foot to stomp Nightscreams' head only for Kumara to reel him towards her with her webbing.

Regaining his breath, Leobolt took stock of the situation. With them being stuck in beast mode, they were unable to fight or access their comms. And with the now advancing Vehicons, He began to wonder how they were going to get out of this situation.

"By maximizing yourselves to your full potential." Came a voice that rang out in their minds. "The hour of Earths' cataclysm is at hand, and it must be averted." The voice which they now recognized as Vector Sigma continued. "To ensure it, I now grant you all the power needed to fight back. Now go forth; and Maximize!" The nine Maximals' sparks began to glow brightly. Leobolt stood back up and looked at their stunned opponents in the optics.

"Leobolt, Maximize!" With a mighty lions' roar, Leobolt reared up and transformed. Drawing his whip, he lashed out at the Vehicon holding Wingsaber, his spark still glowing. Another one stepped in front of them to catch it, only for the glowing cord to slice right through his neck, decapitating him.

Seeing this, Wingsaber knew what to do. "Wingsaber, Maximize!" With a falcon cry, she transformed in her captors' arms before teleporting back to Leobolt; with her captors' arms. Dropping the limbs, she turned to glare at the Vehicons.

"And for my next trick." Four kunai ejected from her back before vanishing in a burgundy flash of teleportation. The Vehicons looked at each other confused before Wingsaber raised her hand and snapped her fingers. The kunai that she'd teleported into four of the Vehicons' chests exploded, killing them instantly. She then drew her katanas and engaged Terrorsaur.

"Kumara, Maximize!" She called, transforming with a nearly silent chitter. Looking around, she saw that Nightscream, Cheetor, Mach Hoof, and Rhinox were still down. Throwing her arms out in the direction of the injured and poisoned, she launched web lines that attached to each of them. Drawing power up from her spark, she sent an acid green pulse along the lines into the other Maximals.

The effect was near instant. The burns Cheetor sustained from Infernus seemed to vanish as Nightscream vomited the sickly green Tox-En he'd ingested. On the other side of the hall, Rhinox and Mach Hoof quickly got back to their feet. Ignoring the slight fatigue she now felt, she severed the webs and deployed her swords before charging Spittor.

"Cheetor, Maximize!" Said Maximal called out. The second he finished his transformation he was off like a literal shot. Whatever Vector Sigma had charged him with had amplified his speed. Cheetor found himself fast enough to be in three different places at once, engaging Infernus and two Vehicons simultaneously.

Shaking up the slight dizziness from his brief poisoning, Nightscream looked up to see a trio of Vehicons charging towards him. "Nightscream, Maximize!" He called out. Transforming rapidly, Nightscream gave the trio a smirk. He somehow knew what new ability the supercomputer had given him, and he was going to enjoy it.

"Halt." He whispered, grinning as the three did exactly that. "Fire on each other." He ordered, nodding in satisfaction as his voice overrode the Vehicons minds and caused them to do so. His voice now had the ability to perform something akin to the Jedi mind trick. Although he had a feeling it would only work on those lacking willpower.

"Depthcharge, Maximize!"

"Botanica, Maximize!"

The dual transformations allowed the sidelined Maximals to enter the fray properly. Depthcharge grinned as he began rapidly firing plasma disks at the Predacons and Vehicons as botanica placed her hand to the wall. Seconds later, vines erupted from several places and ensnared the nearest opponent.

"Mach Hoof, Maximize!" The unicorn Maximal called before shifting into bot mode. Deploying her saber, she noticed Waspinator trying to get back up. Charging the blade with Nucleon she fired at the downed Predacon, only to be surprised as the charge jumped from Waspinator, to a Vehicon, to Terrorsaur, and another Vehicon. Seeing the trio drop, she laughed. "That's what I'm talking about."

Glaring at Iguanus, Rhinox charged forth. "Rhinox, Maximize!" Transforming, the Maximal hit Iguanus with a right hook before deploying his chain guns. Firing on Iguanus, he was surprised to see not his usual energy bullets, but a beam of energy erupting from every barrel on the guns simultaneously. The force of the blast sent Iguanus flying backwards into Spittor, the two collapsing from exhaustion.

"Oh, frag this." Tarantulas sighed. Transforming into his motorcycle mode he took off back down the hall. The pit with his cover at this point. He needed to see if Galavar had finished assimilating the changes to his body yet.

"Let's go after him." Mach Hoof called.

"No, we stick with the mission." Leobolt argued. "We've been delayed enough already." He beckoned Rhinox and Wingsaber over to him. "And just in case." The three then combined into Magnaboss. "Let's hit it." They said, leading the group passed their dead and injured opponents and on to their objective.

Going down another hallway they heard a familiar voice from an open door. "I was hoping you'd still be here." Stopping, the Maximals looked to see both Smokescreen and Hound in the Decepticon vault. The two of them were holding the Star Saber.

"Smokescreen? What are you doing here?" Magnaboss asked.

"We saw Megatron heading out with the Dark Star Saber." He explained as he adjusted his grip to relieve Hound. "Optimus is going to need this."

Magnaboss' attention however was drawn to another object in the room. A blue stone the shape of a cylinder with what looked like a hole in the top. In the combiners' collective mind, Raf felt something stir in both his mind and spark. He felt it was something important and surprisingly familiar. Shattering the tube, Magnaboss picked it up, marveling as it changed size to fit their hand.

"That's Micronus Primes' Chimera Stone." Smokescreen supplied while balancing the Star Saber. "I saw it in some of Alpha Trions' history files. It's supposed to allow its' holder to lend others their energy."

"We're taking it." Magnaboss answered. Turning to the final tube, they shattered it with a punch and retrieved the Polarity Gauntlet. "Mom." They said, throwing the gauntlet to Kumara. "We have a battle to join." Magnaboss finished.

"Special delivery, coming up." Smokescreen added as he followed Hound and the Maximals out of the vault. Exiting the vault however, the group nearly fell to their knees as the ship was rocked. "What the pit was that?"


Snarl transformed back into bot mode and shook his head. The Dinobots were getting pummeled by Devastator. The relatively narrow corridor meant that the combiner was nearly impossible for them to surround. Looking up he barely caught Slash as she was flung at him. "You okay?" He asked. He didn't see any obvious injuries, but he knew that internal damage was always a possibility.

Any kind of response was cut off by Grimlock giving a primal roar as he breathed a stream of fire into Devastators' reaching hand. Giving a roar of his own, Devastator slammed his fist into the floor, causing Slug to trip as he tried to charge the combiner. Sludge slammed his tail into Devastators' face as Swoop began to slash at his face with his claws.

Furious at the time this was taking, Devastator activated his vortex. Thankfully, Sludge was heavy enough in Dino mode that he couldn't be easily budged and was able to act as a wind shield after grabbing Swoop in his maw. Grimlock, knowing what was coming, gave a roar of defiance as Devastator went to fire his plasma beam.

Only for a space bridge portal to open above him and Defensor to land on Devastators' back. Surprised by the sudden weight on his back. Devastator was unprepared for Defensor to grab his upper jaw and force his head upward, sending the plasma beam into the ceiling and through the ship. The beam ripped through several levels and caused the ship to rock.

"Backup ordered." Defensor stated. "Defensor, reporting for duty." With that he began to rain blows down upon Devastator, giving the Dinobots a much-needed respite.


Several levels above, the Wreckers were still locked in combat with the Mayhem Attack Squadron and their Vehicon backup. Ultra Magnus had taken it upon himself to take out the Vehicons to give his team the chance to focus on their more seasoned opponents. Dodging a blast, he fired on one of the three remaining opponents and dodged to stand between the last two. The two both took aim and fired only for Magnus to dodge, causing them to essentially shoot each other.

"Vehicon stupidity never ceases to amaze me." He sighed. Looking over his team he saw that Bulkhead and Stranglehold were trading blows while Wheeljack and Octopunch duked it out with swords and energy hook. However, it was Drifts' battle with Bludgeon that caught his attention.

Drift crossed swords with Bludgeon yet again. No matter what technique he used, Bludgeon would identify and counter it within seconds. The skeletal swordsman was too aggressive for diffusion to work, and he was moving too fast for Curcuit-Su to be an option. Leaping apart, the two Metallikato masters began to circle each other.

It was a dead heat. The two masters were evenly matched. The only way for victory to come would be for one of them to move first. Fortunately, the stalemate was broken by a plasma geyser erupting through the floor.

Startled, Bludgeon took in this new potential threat. This was all the distraction Drift needed. Charging forward, he leapt into the air and aimed his great sword at his opponents' neck. Realizing too late that he was distracted, Bludgeon couldn't get his sword back up in time and was helpless as his head was severed from his body.

"It's as you said Bludgeon." Drift said as he sheathed his sword, turning away from his opponents' body. "When you fight against monsters, don't aim for the spark." Picking up Bludgeons' severed head, Drift went to reclaim Yoketrons' helmet. He didn't hear the hydraulic hiss until it was too late.

"Drift, behind you!" Ultra Magnus yelled in warning.

Drift turned in time to see a small red and green blur slam both feet into his midsection. The force of the blow sent him flying several feet and caused him to drop the head. Shaking his head, Drift looked over at the bot who'd attacked him. Standing before him was a Mini-Con about half his height. Turning back to Bludgeons 'corpse', he saw that the abdomen was now open and empty.

So this could only be.

"Bludgeon." Drift surmised. "A Pretender shell then. A deception truly worthy of a disciple of Banzai-Tron." He complimented.

Bludgeon gave the slightest of nods and leapt at Drift with renewed vigor. Not wasting time with words, the Mini-Con martial artist began to thrash the Autobot swordsman. Drift had already been weakened by their previous prolonged bout. Now that Bludgeon was outside his shell, he was even faster and capable of dodging Drifts blows while delivering several with a small vibro-knife.

Ultra Magnus charged across the hangar, dodging one of Octopunches' tentacles and Stranglehold being thrown by Bulkhead. He fired at Bludgeon several times only for the bot to dodge each shot. Throwing his knife, Bludgeon grinned as it penetrated Magnus' right hip, causing him to topple over.

However, the next thing they heard chilled the Wreckers to the core. "Omega Lock firing sequence initiated." Shockwaves' voice rang over the intercom.

"We have to stop the-" Wheeljack began before being picked up and thrown by Octopunch.

"Ye swabs are going nowhere."


Back on the Nemesis' bridge, Skidz and Blaster were attempting to detain Soundwave. Attempting, being the key word. Before joining the Decepticons, Soundwave had been as much a champion of the gladiatorial pits as Megatron. A fact that the two Autobots were now fully coming to understand.

"Bridge team to home base, we need reinforcements." Blaster called as he dodged one of Soundwaves' tentacle arms. "Alright buddy, sick 'em." Opening his chest, Steeljaw ejected and transformed, sinking his fangs into the appendage.

A space bridge opened behind them, and Overdrive and agent Fowler charged through. The former of the two had donned the Apex Armor for the mission.

"Alright Slendercon." Fowler taunted, cracking the armors knuckles. "You have a whole world of hurt for the shit you've pulled." With that, the five swarmed the Decepticon.

Soundwave was unperturbed, however. Using both hands, feet and tentacles, he managed to keep the Autobot interlopers at bay. However, the human in the Apex Armor had given him an idea when he deflected one of Soundwaves kicks.

"No one can land a hit on me in this." Fowler exclaimed in excitement.

Taking this as a personal challenge, Soundwave opened a small space bridge and sent a bladed tentacle through it. The human stopped then. The other end of the bridge was connected to the inside of the suit. His blades had pierced the human right through the abdomen, severing organs and blood vessels.

Staring down numbly as Soundwave retracted his bloodied tentacle, Fowler coughed and splattered blood on the inside of the suits visor. Falling to his knees, Bill felt the armor begin to retract on itself as Skidz and Overdrive pulled him back.

"We need to bridge back." Overdrive yelled.

Soundwave seemingly had a similar idea. Opening a space bridge in front of him, he began to walk towards the group. He planned to bridge them out alright, just not back to their base.

Blaster activated his comms. "Steeljaw, release. Lightbright, hit it."

"Be careful." Ratchet interrupted in the background on the comms. "Remember what I told you happened last time we crossed the streams."

"That's what I'm counting on." Sparkstalker replied.

Another space bridge opened behind Soundwave, confusing him. He suddenly felt himself being pulled in two different directions as the Autobots held onto whatever was closest. Seconds later the two portals seemingly collapsed on themselves as the world around him became quiet. Turning back to the intruder he charged forward, only to pass right through them.

"Welcome to the shadow zone, Soundwave." Came Sparkstalkers' voice over the coms.

The Autobots stared at where Soundwave had disappeared for a moment before Fowlers' moan of pain dragged them back to reality. Overdrive gently picked him and the Apex Armor up. "Bridge Bill and I back now, he's wounded. Blaster can handle it from here." Moments later another space bridge opened, and the two humans disappeared through it.

Blaster ran over to the bridge controls as the ship gave a colossal lurch. Listening to the controls he determined that it wasn't caused by something there. "Hang tight bots, I'm gonna try to shut down that lock from here." Following what Sparkstalker had taught him about the Decepticon mainframe, Blaster attempted to do just that. However, he came across one major obstacle.

"Guys, the Omega Lock controls aren't wired through here." Blaster admitted. "It'll be down to the stealth team and the Maximals to shut this down." What they heard next chilled them all to the spark.

Shockwaves' voice rang out over the intercom. "Omega Lock firing sequence initiated."

"We're too late." Skidz yelled.


Upon entering the Omega Lock staging area, the Maximals rapidly fanned out to aid Arcee and the stealth team. "Smokescreen, follow us." Magnaboss called as they charged across the battlefield. Unfortunately, they were so focused on their goal that they didn't notice Runabout until it was too late.

"You maxies ain't getting nowhere near that lock." He taunted. Transforming into his sport car mode, Runabout slammed right into Smokescreens' legs. The Star Saber went flying from the impact and imbedded itself in the wall on the other side of the battlefield. Luck, however, was on their side as Bumblebee pulled it from the wall.

Shockwaves' voice on the intercom made everyone freeze. "Omega Lock firing sequence initiated."

There was a momentary buildup of sound and light as the Omega Lock fired. However, when the light died down, the combatants all saw that the Earth was unchanged. There was a moment of stunned silence before a scream of rage from Megatron brought them all back to reality.

"Bee, quickly! Get the Star Saber to Optimus! Odds are he's where Megatron is." Magnaboss yelled as Smokescreen engaged a transformed Runabout. Beeping an affirmative, Bumblebee began to climb down to Optimus' location.

Stepping up to the edge of the staging area, Magnaboss saw Optimus holding a severely damaged right arm as Megatron advanced on him. Seeing Megatron about to drive the Dark Star Saber into Optimus, Magnaboss pointed the Chimera Stone at Optimus, and let the instinct coming from Raf take over.


Entering the hangar, Megatron looked at the aerial battle waging around the Nemesis. Apparently, there were more flight capable Autobots on Earth than he thought. However, it was only one such Autobot that he was seeking. The sight of Optimus Prime flying at the warship was enough to spur the Decepticon warlord into action. Taking a running leap off the landing deck, Megatron unsheathed the Dark Star Saber. With a cry of fury, he sung the sword and unleashed a crescent wave of dark energy at Prime.

The energy wave came at Optimus who wasn't fast enough to dodge it completely. While the attack missed his main body, his right wing had been severed and his flight rig had been damaged. The resultant tailspin sent him flying towards the back of the ship. Flailing about, Optimus barely managed to catch the edge of one of the warships' wings. Taking a breath to clear his head, Optimus began the arduous climb towards the Omega Lock.

Seeing that Prime still functioned, Megatron transformed in midair. Before he could fire on the downed Autobot leader, he heard his comms beep.

"Lord Megatron, the Omega Lock is fueled and ready." Shockwave reported.

"Await my signal Shockwave." Megatron replied. "I must prevent Prime from interfering first." With that he took off towards the Omega Lock. He knew that Primes' overdeveloped sense of honor would drive him to thwart the mission.

Seeing the bottom of the Nemesis open and the Omega Lock move into position, Optimus deployed his gatling gun and began to fire, hoping to damage critical circuitry as a delaying tactic. This was not meant to be however, as Megatron jetted towards Optimus at full speed. Unsheathing the Dark Saber as he transformed, he brought the blade down through both the gatling gun, and Optimus' right hand and forearm.

Megatron grinned as Optimus grit his dentia in pain. Optimus was holding his left hand to his right arm to keep it from splitting apart. With all that damage, there was no more threat. "Shockwave, commence Omega Lock firing sequence." He called.

"Omega Lock firing sequence initiated." Shockwave responded over the ships' intercoms.

The noise was near deafening as the circular section of the lock beneath them began to fill with cybermatter. Optics widened; Optimus activated his comms. "Lightbright, Sparkstalker, Blaster, use all three space bridges, it is time."

"One mother of all space bridges coming up." Lightbright responded.

"Fire!" Megatron bellowed.

As the Omega Lock fired a column of cybermatter towards the Earth, a trio of space bridges opened before merging into one colossal one. Megatron watched in horror as the cybermatter passed through the portal into parts unknown. He wasn't even sure where the portal went because the cybermatter blocked his view as the bridge closed. There was a beat of stunned silence before a surge of white-hot fury enveloped Megatron.

"Prime you fool!" Megatron screamed. "All you've done is delay the inevitable." He slashed at Optimus with the Dark Saber across his chest. "Although I assure you, you will not bear witness to our third attempt to cyberform this world."

He went to drive the blade through Primes head when a beam of Greenish white light connected with Optimus, enveloping him in an aura of the energy. Averting his optics, Megatron looked up to see the Maximal combiner holding.

"No!" Megatron yelled. "The Chimera Stone!"

The light surrounding Optimus faded to reveal that Magnaboss had used their energy to give Optimus an upgrade. His damaged flight rig and wing had been restored, although the wings were now patterned like Wingsabers' own wings. The damage to his chest had warped into a copy of Magnaboss' own chest sans sparks. The biggest change, however, was his damaged right arm. It was completely changed into a stylization of Leobolt with a Lion head as a right shoulder and long grey claws protruding from the wrist of the grayish white limb.

Optimus looked down at his upgraded form before glaring at his opponent. "This ends now Megatron." Optimus spoke as he felt power begin to surge through him. Holding up his right arm, he watched as the claws began to glow a greenish white.

Megatron shook himself out of his mild stupor and swung the Dark Star Saber at Optimus again. This time however, Optimus caught it with his glowing claws. Megatron watched in horror as the glowing claws pulsed and the dark energon blade of his sword faded to black before crumbling into dust, the ore purified of Unicrons' power. "Impossible!" He bellowed.

Seeing movement out of the corner of his optic, Megatron saw the Autobot scout make a mighty leap to the two commanders. The main thing he noticed however, was the Star Saber clutched in his servos. Optics widening, he fired his fusion cannon at the scout to prevent his interference.

The solid beam of energy hit Bumblebee square in the chest and blasted him backwards and upwards, smashing him into a half empty container of the Omega Locks' cybermatter. The Autobots and Maximals watched in horrified disbelief as the light left Bumblebees' optics as he sank to the bottom of the container, Star Saber still in hand.

There was a moment of still silence as everyone processed what had happened.

Megatron turned back to taunt Optimus only for the Autobot commander to slash him across the face with his new claws. This was followed up by a left uppercut to the jaw, sending Megatron staggering backwards. Finally, the claws pierced Megatron in the chest close to his spark.

"No more Megatron." Optimus raged. "No more!" The light from Primes' claws flared up again as Magnaboss' purifying energy coursed through Megatron again. The pain from his first purification paled in comparison to the second. The energy briefly shined from Megatrons mouth and optics as well as his every joint before fading, taking the power of Unicron with it.

As Optimus removed his claws, Megatron fought to stay upright. "I don't need the power of Unicron to finish you." He raised his fusion cannon and prepared to fire at Optimus in the face.

"Megatron!" Came a new voice from above him.

Turning to the source of the voice, Megatron barely had time to register the new attacker before they drove the Star saber through his fusion cannon, destroying it. Megatrons jaw dropped at who had just attacked him.

"You took my voice." Bumblebee spoke, cybermatter still dripping off his frame. "You shall not rob anyone of anything, ever again!" He swung the sword again and slashed Megatrons' chest, right through the Decepticon insignia, exposing his spark. Bumblebee was unable to deal the death blow, however.

"Lord Megatron!" Lugnut screamed as he flew to his commanders' aid. Transforming, Megatrons' enforcer went to use his punch on Bumblebee only for him to block it with the Star Saber. The force of the blow did knock him backwards into Optimus, however.

"Master, I shall get you to safety." With that, Lugnut threw the weakened Megatron over his shoulder and leapt up to the upper level before escaping down one of the ships' access halls.

"Bumblebee." Magnaboss whispered in awe as they reached the duo. "Your voice."

"What about my?" Bumblebee stopped as his optics widened. "My voice! I got my pipes back!" He yelled.

"Indeed you have." Optimus smiled. "However, we must celebrate later." He activated his coms. "All units, evacuate the Nemesis, return to base. Bumblebee, the Star Saber." He ordered.

Accepting the sword from Bumblebee, Optimus turned to Magnaboss. "I believe I have some of your power to return." With that, Optimus touched the Chimera Stone. In a blinding flash, Optimus reverted to his previous form, thankfully his injuries from Megatron had stayed healed.

Seeing the space bridge open to collect the stealth team and Maximals, Optimus turned to the two bots. "Go now, there is something I must do first."

Seeing the two clear the area, Optimus lifted the Star Saber. With a mighty swing, he spun around and severed all four of the mounts securing the Omega Lock to the Nemesis. Seeing the ring drop away, Optimus gave one final slash of the sword, shattering it. He knew the debris would land in the ocean harmlessly.

With a firm nod, Optimus flew back up through the ship and walked through the space bridge back to Unit-E.


Half hanging from his enforcer, Megatron allowed himself to be led through the access halls of the Nemesis. "You needn't worry master." Lugnut growled. "Shockwave can restore you just as well as Knockout."

"I am aware, Lugnut." Megatron answered, trying not to sound as weak as he felt. Exiting the access hall into Shockwaves' lab, Megatron found the strength to stand up on his own. "Shockwave, your assistance is required." Silence. "Shockwave?" A bream of dark purple energy lanced across the lab, hitting Megatron in the left arm.

"Who dares attack our lord?" Lugnut screamed. His answer never came, however. As he turned to face the assailant, he got the slightest glimpse of a red and purple mech before a servo forced its' way into his chest. Lugnut felt the pressure as his spark was crushed, and then nothing more.

"That." Came an oily voice. "Was for calling me a whelp." Lugnuts body crashed to the floor revealing their attacker.

Megatrons' optics widened in recognition. "Galavar?"

The bot turned to Megatron. This was not the Galavar he remembered. He was much larger now, having a physical build like Megatrons' own now. He now sported a vastly red color scheme with orange and purple highlights. A glowing gem of dark energon sat in his chest where Megatrons Decepticon insignia usually sat.

Several other differences were obvious too. Instead of normal feet, a set of Predacon claws were visible, another sat along his hips like a belt. A pair of wings on his were closed giving him the appearance of an orange cape and on his left arm was a small shield composed of metallic purple scales. Finally, a long draconian neck and head emerged from his right shoulder in a parody of Megatrons' own fusion cannon.

"So, you try to betray me when you think I'm weak." Megatron growled, deploying his sword. Thankfully the scout hadn't destroyed it with his cannon. "Starscream can attest that that is a difficult order, no matter my condition."

"Perhaps." His foe admitted. "However, I never rely on fisticuffs alone." Another laser blast, this one a lighter purple, lanced out of the shadows blasting Megatron back several paces as he blocked it. However, blocking the blast left him vulnerable to the red and green Mini-Con leaping from the shadows and severing his sword arm at the elbow.

Megatron looked at the Mini-Con. It had been years, but he still recognized the bot outside of his shell. "Bludgeon?" A series of footfall from the last blasts direction made his optics widen. "Shockwave? What is the meaning of this?"

"Oh, I wouldn't bother asking the good senator anything." Tarantulas cackled as he repelled down in his spider mode. "You see, he's been acting as my involuntary agent since before the war. Afterall, I was the one who performed the shadow play on him at the senates' request."

Shockwave leveled his arm cannon at Megatron. "And I so enjoy reopening old wounds." Tarantulas' voice emitted from Shockwave.

Megatron turned back to Galavar. "Even if you kill me, the Decepticons will never follow you."

"Oh, I have ways of ensuring their obedience, yes." He grinned, the Dark Matrix pulsing slightly. "And I have no plans to kill you, no. Afterall, Tarantulas and Shockwave shall require living test subjects for their experiments." He grinned at a now glaring Megatron.

"Furthermore, I think I require a new designation." He continued. "The name Galavar just doesn't suit one who is bound for galactic conquest and unimaginable glory, yes." He thought for a second. "Ultimately, I shall be known as the revered lord and master of this and every universe."

With that, He transformed. His head rolled backward and down his back before disappearing into his spine as his arms retracted into his body the small claws on his hips moving to replace them. The shield expanded to cover his lower abdomen as the dragon's head and neck replaced his bot modes' head with a bladed tail emerging from his back.

"For the sake of conversation however, you may refer to me, as Galavatron."

Megatrons' jaw dropped as he saw the now rechristened Galavatron transform into a techno organic Predacon dragon. He was stunned as Galavatron reared back and let loose a stream of dark energon purple fire at him. Megatrons world lit up in purple fire and pain before he lost consciousness.

"Ah, now that was invigorating, yes." Galavatron sighed as he transformed back to bot mode. "Tarantulas, have Shockwave make the announcement and expand it to include Lugnut. Then take our 'esteemed leader' to your lab and do with him what you please."

Tarantulas cackled. "Shockwave, you know what to do. Bludgeon, with me. I'll fix your shell after."

Galavatron watched as Shockwave stepped up to the communications console. "My fellow Decepticons." He began. "It is a dark day for us indeed. Not only have we lost the Omega Lock, but our glorious leader has also fallen in battle as well despite Lugnuts' heroic sacrifice of himself to save him."

There was a pause as cries of despair rang out across the ship. "However, we can take solace in the bot that he designated as his successor before passing." Shockwave continued. "Now, join me in welcoming our new leader, Galavatron." There was a pause before most of the ships' crew called out.

"All hail, Galavatron."


Despite the massive victory over the cons, the mood in the Maximals' den was somber. The news on agent Fowler was not good. When Soundwave stabbed him with his tentacle, he'd damaged arteries and organs. While the army medics had stabilized him, sepsis had begun to set in.

"It's not fair." Mike cried as he sat by his fathers' bed. "We, we just made up."

"I fought for my country and the world and helped save both. If my life is forfeit because of it." Fowler coughed. "Then it was a fair trade."

"It may not have to be." Ratchet said from the corner of the room. "We can use what's left of the cybermatter to convert agent Fowler into the last Maximal of Project Pheonix."

"No." Fowler coughed. "It has to be." He was overcome with another coughing fit, this time accompanied by blood."

Mike interceded. "You told me that the last Maximal had to be a field soldier. Who better than a G.I. Joe."

"Fowler was in G.I. Joe?" Jack asked in surprise.

"Yes." Ratchet said as he lifted Fowlers' bed off the ground. "And that makes him a good candidate for the procedure." He looked at Fowler. "We already lost one soldier today, I won't lose another if I can help it."

Moments later, Mike was gently laying his dad down in the reformatting chamber. "Dad, I swear I'll see you when you wake up." A groan of pain was his answer as the chamber door closed. "Hurry doc bot. Deep breath dad."

"Administering cybermatter." Ratchet mumbled as he flipped the switch.

"Incorporating animal DNA." Mike continued after racing to the controls.

"Engaging the enigma." June finished, throwing the switch.

The Enigma of Combinations energy electrified the tube for a few moments before the system shut down. The silence dragged on for a few moments before they heard a knocking inside the chamber.

"Can you guys let me out? It's dark as hell in here." Fowler called.

The chamber hissed as it opened and out stepped a large techno organic grizzly bear with an orange and grey color scheme. Fowlers' new beast mode had a mechanical muzzle and ears with an organic jaw and head. His back had the same type of visible spine that was common in mammal based Maximals. However, his joints were laced with circuitry like Raf June and Allison.

"That." Fower said. "Was a rush."

"Dad!" Mike yelled as he hugged his father for dear life.

"Okay." Miko spoke up. "We gotta give you a codename."

Fowler snorted. "I already have one." He answered, thinking about his duty to his country.

His spark flared bright orange as his body began to transform. A pair of mechanical looking lower legs grew from his bear hind paws, allowing him to stand up straight. His abdomen unfurled into a pair of muscular looking arms as his beast modes' forelimbs shifted to behind his back. Finally, his bear head seemingly flipped downward into his abdomen while his chest became more metallic, revealing a replica of his human head.

"When I was in G.I. Joe, I earned the nickname Survive." Fowler explained. "I think it's time I started calling myself that again." He finished.

"That'll work great." Miko replied. "And I think we figured out our catchphrase today too."

Jack thought for a moment. "What? Maximize?"

"Maximals, maximize. It's perfect." She responded. "It describes what we do in battle by using our full force to score an epic win." She gave Jack a flirty look. "To say nothing about what their commander does to their resident swordswoman." She added with a smile, causing Jack to blush and everyone else to look uncomfortable.

"Then welcome to the Maximals, Survive." Optimus said, making everyone jump. "I am pleased to see that we needn't mourn a second friend today." He added, referencing Beachcomber.

"I'm sorry for your loss Prime." Jack spoke up. "We met Beachcomber before; he was a good bot."

"Thank you, Jackson." Optimus replied.

"So." Fowler continued. "What will you and the bots do now that the Omega Lock is gone? Is there any other way to restore your planet?"

Optimus smiled. "Honestly we do not need to find one." Kneeling to the Maximals' level, he brought up a live image of Cybertron. However, this was not the lifeless cold world that they'd seen images of. This image showed it to be glowing, silvery, and alive.

Ratchets' optics widened. "How?" He breathed.

"A plan of last resort." Optimus explained. "If Megatron were to use the Omega Lock on Earth before we could seize it, then we would redirect the flow of the cybermatter. By using the space bridges on the Nemesis, Lost Light and here, we were able to divert the entire supply of cybermatter into the heart of Cybertron, the well of all sparks."

"So, so you're all going back?" Sierra asked. The tension in the room was suddenly thick as the Maximals awaited Primes' answer.

"Not just yet." Optimus answered. "While the planet is now capable of sustaining life once more, we need to ensure that the Decepticons are dealt with first. We cannot risk history repeating itself." He explained.

Ratchet looked at the readings. "To say nothing about how the planet has changed." He added. "Cybertrons' atmosphere has altered. It's almost identical to Earths' now."

Fowler smiled. "That just means that when the cons are gone, you've got billions of people here chomping at the bit to help you rebuild it."

"We look forward to it agent Fowler." Optimus finished as he turned and left the hangar. "And hopefully, that shall start us on the path to the day, when all are one."

A/N- And so we come to the end of the second arc.

Going in reverse order. I planned on Fowler becoming a Maximal for a while and based his Maximal form off the Survive toy from Beast Wars Neo. Galavatron takes most of his inspiration from his Transmetal II toy mixed with aligned Megatron. And yes, merging with the Dark Matrix will come back to bite him in the aft. As far as Bludgeon goes, I decided to keep his pretender gimmick from G1 as a surprise. Although I made him a selective mute while outside his shell. Finally, Optimus' Magnaboss upgrade is my own take on the Savage Claw Mode from Transformers Cybertron as suggested by Chronolocked.

Having said that, I am going to have to take a hiatus for six months to deal with family matters and recharge my 'writing battery'. That will also give me time to plot out and outline how I want the third and final arc of this story to play out. A week before I begin the arc, I'll post a preview chapter highlighting some events in snippets.