Far in space, in a distant galaxy, a large object floated through space, a massive machine that no other could even compare to in sheer size and mass.

Its path of movement was towards a large, machine planet, where billions of robotic beings went on with their lives, never knowing what was approaching their world.

Robot children played as the grown-up style machines went on with their tasks. Some carried flasks and containers to a lab-type building. The scientist there was mixing several chemicals when his helpers arrived and set the tray on the table.

Suddenly, the entire planet began to shake, sending the tray crashing to the ground and shattering the flasks.

Everyone look up to see the huge mechanical planetoid heading for them, and all recognized it's form.

"Orbilus, look!! It's Unicron!"

Large horn-like extentions jabbed into the planet, holding it in place as the machine emmited a light from it's single opening, and began to suck material into itself.

"Quick, get to the ships, it's our only chance!!"

As the planet was being consumed, two small craft managed to escape, but the second of them was pulled back towards the massive machine, spiraling straight inside along with the planet.

The material that had been devoured by the machine was quickly grinded up, turning into a liquid-like paste substance as it flowed into power cells and reactors. Energy flowed everywhere through the massive machine, turning gears and lighting up the entire machine as it headed off towards a bright yellow star.

It is the year 2005. The trecherous Decepticons have conquered the Autobot's homeworld of Cybertron. But, from secret staging grounds on two of Cybertron's moons, the valiant Autobots prepare for their retaking of their homeworld.

Laserbeak flew away from Cybertron, heading for one of the machine moons on it's mission. What it saw was exactly what its masters wanted to know. Factories building weapons, Autobot weapons, intended to be used for taking back Cybertron from the Decepticons.

Flying to another section, Laserbeak saw something even more intresting; the Autobot command base. It quickly extended a spycam and listened in on the Autobots' plans.

"Ironhide," Optimus Prime called. "Report."

"Uh," came Ironhide's reply. "Every time I look at a moniter, it sizzles my circuits! When are we going to bust some Deceptichops?!"

"Easy, Ironhide," Prime urged. "We can't begin an assault until we have enough energon. I want you to make a special run to Autobot City on Earth."

"But, Prime.." Ironhide began.

"That's an order."

"Your days are numbered, Decepticreeps," Ironhide replied and quickly ran off, transforming into machine mode as he left the building, racing off to another base near the other side of the moon.

"Cliffjumper," Prime stated. "Are there any signs of Decepticons in the area?"

"All clear here," the red Autobot replied. "Moon Base 1 to Moon Base 2. Do you read?"

"Prowl and Spike here. Go ahead."

"Any Decepticons in your area?"

"All clear here," Spike replied. "We're clear for launch."

Ironhide smiled in his seat at the controls of the shuttle. "We're all set. Ready for launch."

"Hey Ironhide," came Spike's voice. "When you get to Earth, tell Hot Rod and Daniel that I miss them, but I'll be home as soon as we kick Megatron's butt all over the galaxy."

"Will do, Spike."

Optimus nodded to Cliffjumper. "Begin countdown."

Cliffjumper nodded and smiled. "Five, four, three, two, one, ignition!"

Ironhide tapped a few keys and ignited the shuttle's engines, sending the craft roaring off into space and towards Earth.

Prime sighed as he watched the shuttle leave Moon Base 1. "Now, all we need is a little Energon, and a lot of luck."

Laserbeak, having completed its mission, flew off back to Cybertron, returning to the Decepticon base there.

"Laserbeak returns, mighty Megatron," Shockwave reported as the robot bird entered the structure.

Megatron turned at the sound of Laserbeak's caw and smiled. "Excellent Laserbeak. Unlike some of my other warriors," the Decepticon leader remarked, eying Starscream. "You never fail me. Soundwave, play back the data."

"As you command, Megatron," the dark blue robot replied, opening his tape deck section. "Laserbeak, transform."

The robot bird quickly complied, transforming back into tape mode and entering Soundwave. The blue Decepticon then transformed himself, hooking up to a moniter and displaying Laserbeak's data.

"I want you to make a special run to Autobot City on Earth," came the voice of Optimus Prime over the speakers and Megatron smiled.

"But Prime..."

"That's an order."

"Now, all we need is a little energon, and a lot of luck."

"Yes," Megatron replied to the screen. "More than you can possibly imagine."

Deep in space, the Autobot shuttle sped along on it's path to Earth, the pilots and crew relaxing as they knew that their launch had been clear, or so they thought.

The entire craft rumbled, causing the crew to look back, only to see the side of the shuttle blast open, Megatron and his band entering the shuttle. "Megatron!" "Decepticons!" "Die, Autobots!!" Megatron yelled, transforming into his laser blaster mode and landing in Starscream's hands.

Brawn got out of his seat, only to meet a massively upgraded blast from Megatron's barrel, his fusion core failing as a hole was ripped into it.

Sunstreaker got out of his seat and drew his gun, but the Constructicons shot him within seconds. A gasp a pain came from him as he opened his mouth, collapsing to the ground.

Ironhide and Rachet managed to fire their guns, hitting a few of the Decepticons, but the evil Cybertronians firepower drastically out did the Autobots'. Thundercracker and Soundwave shot the two remaining Autobots with their blasters and Starscream fired with Megatron, puncturing the Autobots' power cores.

Megatron swiftly transformed back to robot mode and smiled. "This was almost too easy." "Yes, oh mighty Megatron, Starscream replied. "Much easier than when we attack the real threat, the Autobot base on Cybertron's moons!"

"You're an idiot, Starscream, so shut up!!" Megatron retorted. "Don't you get it? We'll slip by the early warning defense systems on Earth in the Autobots' own shuttle, and wipe out Autobot City!!"

Ironhide, still active, grabbed Megatron's leg, not willing to admit defeat. "Noo!!"

Megatron looked down and shook his head. "Such heroic nonsense." Taking aim at Ironhide's head, he fired, blue flames erupting from the impact.

On Earth, at a stream, two beings were sitting on the bank, fishing. One was a human twelve year old, Daniel Witwicky. The other, was his Autobotized cousin, Hot Rod, once human teenager Derek Witwicky, supergenius, and the one who had discovered the secret of merging Autobots and Decepticons into one.

"Fish're jumpin' today, eh cus?"

"I guess so," Daniel replied softly.

Hot Rod frowned at his human cousin's reply. "What's the matter? You're the one who begged me to take you fishing."

"I don't know, Derek," Daniel answered, using Hot Rod's old human name without thinking. "I guess I just miss dad."

"Hey," Hot Rod replied, a lighthearted tone to his voice. "Uncle Spike'll be back before you know it...hey!!" He quickly began reeling in his line as he felt a tug. "I caught something!" He brought his catch in and Daniel forgot all about his gloom.

"Geeze, look at the size of it!" the boy exclaimed. "It's gott'a be at least two feet long!"

Hot Rod smiled, glad his cousin was out of his slump. "It's big alright."

Daniel heard a beep from his pocket and fished out a small air/space traffic tracker. A small Autobot insignia marked where an Autobot shuttle was coming in and Daniel hopped to his feet. "Derek, the shuttle's coming in, let's watch it land!"

Hot Rod sighed as his cousin ran off, tossing his fish back into the water where it splashed back beneath the surface. "Talk about dull, Daniel."

Daniel, on the other hand, was excited as he ran to his hoverboard. He rarely saw an Autbot shuttle come in and he wanted to be a space pilot for the Terran Space Corp when he grew up. Having his dad on Cybertron and an Autobot for a cousin were definite perks and reasons for doing so. "Hurry, or we'll miss it!" He got on his board, tapped the power switch with his foot, and felt a jolt as the board lifted up off the ground and shot off, the air rushing over his face as he raced along the crude grass covered path.

Hot Rod followed his cousin as they went down the path and shook his head as Daniel raced ahead. Kid's too full of energy...just like me.

Daniel was having the time of his life, then gasped as he skimmed over a bush and hit a large rock, shorting out his hoverboard. Fortunetely, Hot Rod was right there to catch him just in time. "Thanks..." "If you're gonn'a ride, cus," Hot Rod replied. "Ride in style!" He swiftly transformed into his sleek sportster vehicle mode, dropping Daniel in the driver's seat and shutting the canopy in one fluid movement. "It's jet time!"

Daniel was amazed by the view and looked through the canopy to see the glistening Autobot City in the close distance. "Hey, let's stop here!"

That merely got a joking scoff from his ride. "Daniel, come on! Why settle for a peak, when you can see the whole show from Lookout Mountain!" He accellerated even more up the road, getting some strange looks from humans and Autobots alike and raced for the towering mountain that the road led up to.

In the way was some kind of construction crew working behind a road block. Kup was directing Bluestreak and Sideswipe as they moved a sign into place. "A little to the left... A little bit more..."

That's when he heard a powerful engine approaching and turned to see Hot Rod racing right for them. "Cover!"

Hot Rod rammed right through the road block and barely missed hitting Kup as he raced up the road. "Sorry!!"

"Turbo charged punk!" the older Autobot yelled in reply. "One of these days, I'll straighten you out!"

Hot Rod merely laughed to himself. Kup had been trying to "straighten him out" for almost five years now. Thank god for being part human. He skidded to a halt, let Daniel out, and transformed back to robot mode as the boy ran over to the telescope mounted at the edge of the dais.

"Hot Rod," Daniel called, one of those rare moments when he used his cousin's Autobot name. "Look! There's a hole in the shuttle!"

That got Hot Rod's undivided attention, and surprise. "There's what?!!" He quickly activated his helmet's scanning visor, which slid down over his eyes, and looked at the shuttle. Magnifying his view, Hot Rod gasped as he saw the hole, and who was standing in the view. "Starscream?! The Decepticons!" He raised his arms and started firing like crazy at the shuttle, managing to hit Starscream dead on. "Gotch'ya!!"

"AAAHHHH!!!" Starscream let out a painful yell as Hot Rod's shot hit him. "Autobots?!! But we're in their ship!!"

Megatron smiled sadistcally at the sight. "Then why don't you just repay them the favor, and fire back?!" "Right!" Starscream replied, and he fired away with his arm mounted cannons, returning fire on the half-human Autobot and the human boy. "Take that, Autorot!!"

Megatron shook his head in dismay. "Uh...why me?"

"What's that damn fool doing?!" the older blue Autobot said as he saw the laser fire go back and forth between the shuttle and the dais on Lookout Mountain.

Hot Rod continued his assualt and finally blew a massive hole in the engine block, causing the Decepticons to evacuate the shuttle prematurely to their plan. All the jet-type Decepticons transformed as Megatron yelled his single order. "Attack!!!" He flew over and aimed at the dais, firing at Hot Rod, who dodged the blast and ran to his cousin.

"Daniel!!"

Megatron fired off another blast, and blew the dais in half, sending the section that Hot Rod and Daniel were on sliding down the mountain side. Hot Rod leapt off the crumbling remains of the dais and sailed towards a flat hill top, Daniel yelling as the two fell.

Blitzwing flew overhead, transformed to robot mode in midair, then transformed to tank mode as he landed and took aim at Hot Rod and Daniel. "Come on down and play, Autobrat!"

Kup ran up the path, saw Blitzwing transforming, and swifty transformed into a large blue low-rider pickup truck, raced towards Blitzwing, and reverted to robot mode just as the Decepticon had locked on to his targets. The Autobot swung around up onto Blitzwing's back and pulled hard on his cannon, throwing off Blitzwing's aim as the blast shot out.

Hot Rod ducked under the blast and the purple shot slammed into Kickback, who fell from the sky and tumbled down the mountainside, slamming into Blitzwing as the older Autobot leapt away.

Hot Rod slide down the side of the hill with a smile on his face, Daniel still in his arms. "Geeze, not bad for an old timer."

"Old timer?" Kup turned to face Hot Rod with a stern look. "That's something you'll never be if you don't get back to the city!"

"Save it, Kup!" Hot Rod yelled and he shoved his companion to the ground just as Strascream came screaming by, lasers plastering the ground. The trio barely avoided getting hit, and Hot Rod frowned as they got back up. "It's time to kick the tires and light the fires! Let's rip!"

The two Autobots transformed, Daniel back in Hot Rod's driver's seat as they all tore off down the road, heading for Autobot City, which was now under full attack.

In Autobot City, a red and grey Autobot, Perceptor, transformed into his microscope mode, scanned the oncoming Decepticons, and reverted to robot mode as several Autobots in vehicle mode drove up, transforming to robot mode as Perceptor approached them. "Ultra Magnus!" Perceptor called to the largest one. "A cursory evaluation of Decepticon capability indicates a distinct tactical deficiency!"

"In other words, Perceptor," Magnus replied, as usual not getting a word of techno-babble that Perceptor used.

"We're outnumbered!" the green Autobot translated, raising his arm and flipping out a blaster, firing at the oncoming Decepticons. He missed and was answered by several shots from the enemy robots, causing everyone to drop for cover.

As they all got back to their feet, Magnus frowned and faced the group. "Springer," he said to the green Autobot who had fired off the shot at the Decepticons. "You and Arcee transform Autobot City. Perceptor, tell Blaster to contact Prime for help."

A light blue Autobot in the group moved in a blur as he changed his position. "WhataboutmeMagnus? Whataboutme? Hmhuhhmhuhhmhuh? Icanhelp,Iwann'ahelp, whataboutme?"

"Blurr," Magnus replied. "You can help me alert the others."

Blurr smiled with delight. "Absolutelypositivelydefinitely! Nobodycangetajobdone fasterthanIcan,nobody,nobody,nobody!!"

The two transformed and drove off as Perceptor raced to find Blaster, and Springer started off to transform the city. "Come on Arcee, let's go!!"

"But Kup and Hot Rod are still outside the city!" Arcee replied, activating her scanning visor and seeing the two mentioned Autobots dodging laser fire from the Decepticons.

"We can't wait for them!" Springer replied. "They'll have to take care of themselves, this is Hot Rod we're talkin' about. Come on!"

The two raced down the stairs to where two devices were, and Springer grasped one of the devices, pulling it outwards as Arcee rotated and pulled the other. Sections of the city began to retracted and change to reveal massive weaponry. Several sections folded in and shut off to prevent invasion.

Arcee and Springer ran through a closing corrider, Starscream close behind and firing like crazy at the two. "He's persistent I'll give him that..."

"Pathetic fools!!" the Decepticon yelled. "There's no escape!!!"

The two Autobots reached a doorway just in time, and Starscream found that his way out was rapidly closing. He shot up into the air, but his foot was catch by the first closing roof, and the second was approaching, poised to crush him.

Cringing as he took aim, Starscream fired and flew off just in time, his foot blackened a bit from the burn. "Ow, my foot!!"

Arcee and Springer quickly activated the last of the transformation systems for Autobot City. Blast doors and energy resistent panels slid into place as several Autobots made it inside just in time.

Megatron snarled as he reached a blast door, fired twice, and looked back. "Instecticons! Breach their defenses!!"

Shrapnel and one of Kickback's clones flew over and began chewing at the blast door. "Delicious," Kickback's clone remarked. "Eh, Shrapnel?"

"A little heavy on the electrons," Shrapnel replied. "Electrons..."

At that moment, the bridge pulled away from the doorway and the clone was pulled with it. Kup and Hot Rod were racing towards that very door at that moment, and Kup growled as he saw the Instecticons. "The Insecticons are in our way!!"

Hot Rod, on the other hand, was grinning to himself. "Wrong!" he replied. "They're our way in!! Yee-haw!!" He accellerated even more and used Kickback's clone as a jump ramp, flying over the gap and hitting Shrapnel as he tore off into the city.

Kup got the idea, sped up, and hit the clone just as it was climbing back up, crunching it's head in and flying over the gap, knocking Shrapnel off the ledge and following Hot Rod as a stronger second set of blast doors closed behind them.

Up in a crow's nest gun tower, a red and white Autobot, Blaster, was firing at the flying Decepticons and having a blast. "Look out and shout, ow!!" He looked over and saw the Insecticons trying to chew through the City's armor again, and smiled sadistically. "Look's like I get to lay some laser slugs on the overweight bugs!! Good night!"

A laser blast shot out and slammed into the Insectcons, sending them flying off. Blaster smiled even wider as he continued to make bull's eyes. "Hits, people! I'm talkin' hits here! Hits with a capital H, as in Hard, Heavy, and...." He looked back and saw Peceptor climb into the crow's nest, and quickly cut the comment. "Hey Perceptor! What's shakin', other than this city?"

"Blaster!" Perceptor replied. "Ultra Magnus send orders to contact Optimus Prime on Moon Base 1!"

"Alright!" Blaster replied. He tapped a few keys as he continued, his control panel lifting up. "Cut me a receptor, Perceptor!" He transformed into a ghetto blaster boom box, and hooked up with the satellite dish on the roof of the building.

"Optimus Prime! Do you read me?! The Decepticons are blitzing Autobot City! We're really takin' a pounding! Don't know how much longer we can hold out!"

"Soundwave, jam that transmission!" Megatron ordered on the ground, pointing at the dish on the roof.

Soundwave stepped forward and pressed his Eject button. "Rumble, Frenzy, Ravage, Ratbat, eject. Operation: Interference."

The four robot cassettes ejected and transformed. They landed on the roof, tore off the dish, and threw it down. Rumble grinned evilly as he looked at the two Autobot's inside the crow's nest, Blaster reverting to robot mode. He transformed his arms into piledrivers, and took position.

"First we crack the shell," he said, pounding his piledrivers on the glass. "Then we crack the nuts inside!!" He finished his weakening of the glass, and slammed down his foot, smashing the glass, and the four "cassetticons" fell into the chamber, all four attacking Perceptor.

"Run Blaster!" Percetor begged, doing his best to fend off the Decepticons. "Save yourself!"

"No way!" Blaster replied, kicking Ravage away as the robot panther jumped at him. "Two can play!!" He tapped his own eject switch and grinned as his "cassettobots" shot out and transformed. "Sic 'em!!"

Rewind, Bolts, Cubbie and Stripes all slammed into the Decepticon cassettes, and Percpetor got back to his feet. "Do you think you you got through to Prime?"

"Let's hope so," Blaster replied. "Otherwise, we're all going to look like burnt out toasters."

As the battle continued, Blurr was firing like mad while pulling point defense. "We'vegotDecepticonsatthegates,Decepticonsintheair,Decepticonsinsidethewalls, DecepticonsDecepticonsDecepticons! Ifwepickthemoffthewall,theyshowupintheair. Ifweshootthemoutoftheair,theyshowupatthegates,andwheredoesthatleaveus,nowhere, that'swhere!!"

Springer raced down a set of stairs, racing to a large launcher, and started pushing against it. Arcee was dragging in the lifeless bodies of Windcharger and Wheeljack, shocked at how much death had happened.

"Come on, Arcee!!" Springer called. "Megatron's making his big push, and we've got to bite back!"

Arcee looked at the dead Autobots, then turned to help Springer, both of them pushing the launcher into place. Kup, Hot Rod, and Daniel ran in at that moment, just in time to help.

"Keep at it, Springer my boy!" Kup called as he and Hot Rod began to help push the launcher, Daniel pushing on a wheel. "Helps at hand!" He took a position, and readied himself. "Together now!!"

All five pushed with all their strength, and the launcher slowly rotated into position. Arcee looked to Hot Rod with a small smile on her face. "I was afraid you two would be trapped outside the city."

Hot Rod returned the smile. He knew that Arcee liked him more than just a friend, probably because he had saved her life more than once. "Hey, you know me, I wasn't worried for a second!"

"Then you probably didn't understand the situation," Arcee retorted playfully.

"Wouldn't be the first time," Kup put in. The five got the launcher into position, and Kup let out a sigh. "That did it."

Daniel ran over to a ladder and climbed up to see Megatron and the Constructicons. "Kup, Hot Rod! Look!!"

Kup ran over and gasped as they watched the Decepticons.

"Constructicons!!" Megatron ordered. "Merge for the kill!!"

"Devastator!" Kup gasped out. "Guys, we've got a problem!!"

The Constructicons united into Devastator, and moved towards a wall. "Prepare for devastation!!"

Springer snarled as he grabbed a rocket and loaded it into the launcher just as Devastator began to pound on a wall. "I've got better things to do tonight than die!!" He grasped the firing control, pressed the switch, and sent the missile flying off at the Decetpicons, the warhead impacting on Devastator's back, but the blast didn't even faze him. Two more missile went flying off at the Decepticons, and Devastator replied by peeling off a piece of wall armor and flinging it at the launcher area, causing the Autobots and human boy inside to evac the chamber.

Lasers and missile went everwhere as the battle continued, the Autobots fighting valiently against the invaders, but it wasn't enough to stop the Decepticons; the Autobots were simply outnumbered. Soon, the defense cannons failed, and the Decepticons had breeched the City's defenses.

"Their defense are down," Megatron shouted. "Let the slaughter being!!"

Devastator ripped into a section of the defense walls, and Decepticon after Decepticon stormed the City, Autobots quickly coming to fight them, but the battle was almost hopeless.

Just then, they heard a roar from overhead, and looked up to see another Autobot shuttle approaching, and Megatron was horrified at the sight. "NO!!!"

Inside the shuttle, Optimus Prime piloted alongside Bluestreak, and he turned to the Dinobots. "Dinobots, go down and take out Devesator."

"Rrrr! Me Grimlock love challange!!" the Dinobot leader replied as he led his three fellow Dinobots. The four saurion machines swiftly transformed as they fell towards Devestator.

The huge Decepticon saw the attack, and kicked Grimlock, slamming his fist into Sluge as the Brontosaurus robot landed, picking him up and throwing him away.

Slag rushed at Devestator, slamming the huge decepticon into the walls of Autobot City. Swoop quickly swooped in, only be grounded as Devestator brought down some of the wall he had been pounding.

Back at the shuttle landing site, Optimus Prime survayed the damage, fury rising at the cost of all the needless destruction. His people were dying now, and it was all because of one being.

"Megatron must be stopped, no matter the cost." With that, Prime transformed into his vehicle mode, whirs and thumps emanating from his body as he transformed into a huge semi-truck, trailer appearing behind him. He tore off down the street, knocking over the larger Decepticons, and crushing some of the smaller ones. He then transformed back into robot mode, trailer vanishing, and Prime leapt into the air with his jump jets, firing down Decepticons with his huge plasma rifle. As he landed, more and more Decepticons fell to his awesome power, holes blasting open in the bodies of even the strongest of Decepticons soldiers.

Soon, he found Megatron, and took aim at the Decpeticon leader. "Megatron!!"

Megatron turned to face him. "Prime!"

"One shall stand, Megatron." Optimus Prime replied. "And one shall fall."

"Why throw away your life so wastefully, Prime?!" Megatron retorted.

"I was just about to ask you the same thing, Megatron."

The evil Decepticon leader snarled, grasping his cannon. "I'll crush you with my bare hands!!!" He leapt at Optimus, sending them both to the ground as their battle began.

Dax quickly blew a hole in an Insecticon Clone's chest, then turned to see the battle and snarled. "No way!!"

"Dax, stay out of it!! That's Prime's fight!!" Kup yelled, but the younger Autobot just ignored him.

"But I've got to help Optimus!!"

Hot Rod saw his friend and ran to aid him. "Dax, wait up!!" One of the Decepticons leapt into Hot Rod's path, laughing evily. "Ready for death?!"

"Who the hell are you?!"

"I am Plague!" the 'Con snapped back. "Newest of the Insecticons, and merge of my brothers' best..."

The half-human Autobot fired both of his arm blasters into the Decepticon's stomach at full power, shoving the now dying machine out of the way as he ran to catch up with Dax, but he knew that he would never make it unless Dax slowed down. "Yeah, you're a dumbass just like your brothers, none of you ever shut up...Dax, wait for me!!"

"I'll rip out your optics!" Megatron yelled as his hands descended towards Optimus Prime's face. Both he and Prime where lying on the ground they paid no attention to the chaos and destruction that went on around them, only ending this rivalry mattered now.

"NO!!!!!!" yelled Prime as he hit Megatron in the jaw, knocking him back a few meters and allowing him time to get up "This ends now, Megatron. Too many good people have died already....I will not allow this to go on any longer! The death and carnage ends now!"

Suddenly Prime was hit by a blast of laser energy as Megatron scored a direct hit in his side. "Shut up Prime!" he yelled, firing again, but missed as Optimus ran directly at him and rammed him into a wall.

Megatron grabbed a sharp pieces of rubble and, as Optimus smashed him into the wall, stabbed it directly into the hole caused by his cannon. Prime gasped into severe pain, and took his rifle, smashing Megatron across the face with it's barrel.

Megatron fell to the side and fired again, his blast hitting Optimus in the shoulder, and watched as pain again showed on the face of his greatest enemy. He suddenly was struck by a blast from Optimus' rifle, and a feeling of great pain shot through him as his cannon was actually blown off of his arm.

His mind wheeled through the pain. Megatron ran at Optimus, suddenly desperate as his primal feelings took over. He had to survive, he had to destroy Prime, those were the only thoughts he had as he ran, trying to ram Prime and give him a few more seconds to attack.

Prime somehow knew what was happening as he threw out his arm catching Megatron and throwing him over himself to the side of a rather sharp cliff. Prime grabbed his gun and walked over to Megatron; it looked like finally after all of these years victory would be his.....

Megatron had the same feeling as he spied a gun laying on the ground, it's previous owner, Dirge, now lay half dead on the ground muttering. It was hidden and he was sure Prime hadn't seen it so he just had to buy himself a little more time.

"Please, Optimus Prime, grant me mercy," Megatron said. "I beg of you!"

"You, who are without mercy, without remorse, now plea for it?!" Prime replied. "You disgust me Megatron!"

Megatron slowly reached for the gun when suddenly a shout of "No you don't, Megatron!" was heard and Megatron was tackled just a few inches from his target.

Dax needed to help; that was the only thing that shot through his mind as he attacked Megatron. It was foolhardy at best; Prime could have taken care of Megatron if he hadn't interfered, but he hadn't thought of that. Instead he acted on his base emotions, and now he was fighting Megatron, most likely going to die, as Prime stood trying to shoot, pleading "Get out of the way Dax!" Suddenly, Megatron grabbed him and the gun, and he knew it was all over....

Megatron grabbed the little pest at the same time he grabbed the gun. Not what I had in mind, but it does give me some extra time, he thought as he hurled the Autobot at Optimus Prime, making him stagger back and fall over as the weight of Dax hit him. At the same time, he fired blast after blast after blast from the gun. The first bolt of energy hit Dax right in the stomach, blowing a nice sized hole in him and even doing some damage to Prime. The next bolt hit Prime in the chest, and the last blast hit Dax again, doing even more damage and going all the way through him and then smashing through into Optimus Prime.

"Fall, fall!!!!!" Megatron yelled as he saw both opponents go down. He walked over the bleeding wreck that used to be Dax, who was still clinging to life, and stood over Optimus Prime who was obviously dying. "I would have waited an eternity for this...it's over Prime"

Optimus snarled as he gather his strength for one last action. "No...it's not!!" He sprung into action and swung with both of his fists, smashing into Megatron's face and sending the Decepticons over the ledge. Megatron managed to grab Dax as he fell, and used him as a cushion, getting helped back to his feet as Soundwave walked over.

Megatron wasted no time once back on his feet. He grabbed Dax, and smiled evilly. "You will be an excellent test subject for our merging experiments." Turning to his forces, the evil leader continued. "Gather up the dead and put them in Astrotrain...the Autobots are sure to retaliate hard for this. Starscream, get a sizable force down here to drive the Autobots out of the city."

Starscream snarled at the order. "How can we take the city, when the Autobots are still here?!"

"You're an idiot, Starscream," Megatron replied. "They are beaten, and Prime is dying. They don't have a chance..."

"Heads up, Deceptishits!!"

"Huh?" Starscream said as he looked up in time to see Hot Rod jumping toward him from the ledge above. The Autobot landed right in front of him, and blasted him point blank in the chest, sending Starscream to the ground in agony.

Soundwave fired at Hot Rod, but the half-human Autobot was too quick, and he dodged the shot. Hot Rod lunged at Soundwave, landing a punch to his face. Soundwave fired his weapon at Hot Rod as he fell, barely missing, and threw him off balance. As Hot Rod fell, he fired at Soundwave, tearing open his shoulder.

Starscream was crawling towards Astrotrain. Soundwave grabbed him, and helped him into the shuttle.

"Astrotrain, take off!" Megatron ordered.

Soundwave collapsed against the wall within Astrotrain. His wound was more serious than he had first realized, and he lost consciousness as Astrotrain took off into space.

Back in Autobot City, things were somber and mournful. Many had died in the battle, but the greatest blow to the Autobots' spirit was Optimus Prime, who now lay on a bed, hooked up to scanners and life-support.

Silence filled the room as Perceptor transformed into robot mode, having completed his scan of Prime's injuries. "I fear the wounds, are fatal."

Daniel looked at the Autobot leader with fear. "Prime, you can't die."

"Do not grieve," Prime said weakly. It was obvious that even speaking was becoming painful for him, and that it was taking all his strength to do so. "Soon...I shall be one with the Matrix."

Hot Rod stepped forward. "Prime, I'm sorry..."

Optimus turned his head painfully. "Ultra Magnus, it is to you, old friend, that I shall pass the Creation Matrix, as it was passed to me."

"But Prime, I'm just a soldier, I'm not worthy." Ultra Magnus said quite honestly.

Optimus shook his head. "Nor was I. But one day, as Primus foretold it, an Autobot shall rise from the unknown," he said weakly, "and unlock the power of the Matrix in our darkest hour. Until that day, 'til all are one."

Prime opened up his chest plates and took out the Matrix, but faltered and dropped it. Hot Rod caught it, and a burst of light flashed out, freezing time for the briefest moment as the Matrix took notice of Hot Rod's hands. Time started again as Hot Rod handed the Matrix to Ultra Magnus, who opened his chest section and placed the Matrix within himself.

"Lead them well, old friend." Optimus said weakly.

The lights in Prime's eyes flicked, then they went dark completely as his body turned grayish black, and his head fell to the side.

Arcee bowed her head, as did Ultra Magnus and all the others in the room, except for Daniel who, unable to hold back his tears, broke down and began to cry.

As Astrotrain flew through space, he knew something was wrong; there was to much weight. He cursed, then told everyone inside the news. "Jettison some weight or we'll never make it back to Cybertron!"

Megatron looked up, startled, and then hid the look from his face. He stared around at all of the dead bodies including that of the Autobot Dax, who was still clinging on to life somehow. He hated having to do this, but it looked like they would have to throw the bodies into space.

"Fellow, Decepticons. I am afraid that we will be forced to throw the dead from the shuttle. I realize that this will not allow them to be given a proper burial, but I see no other choice." As if on reflex, the other Deceptions took the bodies and, after Astrotain opened the hatch, threw them into outer space. Dirge, Thundercracker, Skywarp, Plague and the Insecticons clones, and Dax were thrown into space.

Blitzwing went to push Soundwave out, but the cassetticons ejected and move to prevent the action. "No way!" Rumble and Frenzy said. "Soundwave stays!" Laserbeak, Buzzsaw, Ravage, and Ratbat were all there as well.

Blitzwing pointed his gun at Rumble's head and gave a sadistic grin. "If you wish, you can join him."

"Umm, that's okay," Rumble replied. He and Frenzy pushed Soundwave out, regretting it, but they knew they had no choice if they wanted to live.

Suddenly, Megatron felt himself be pushed forward and shot his hand out into a wall to keep from falling out. He whiped around, expecting it to have been Starscream who tried to shove him out, but instead found Blitzwing! "Blitzwing?! What's the meaning of this?!"

Blitzwing grinned and shoved the wounded Starscream into Megamtron, sending them both out the airlock. "The new regime, mighty Megatron."

"Blitzwing!!!" Megatron yelled as he and Starscream went flying into space, staring as Blitzwing shut the hatch.

"Well," Blitzwing began, turning back to the other remaining Decepticons. "Since Megatron has, how shall I say, departed, I nominate myself as the new leader!"

Scrapper stepped forward to challange the announcement. "Wait, the Constructicons form Devastator, the most powerful robot!! We should rule!!"

That's when the Combaticons stepped forward. "In your dreams, fathead! Bruticus is superior, Devastator is inferior!!"

"Who are you calling inferior?!" Bonecrusher demanded.

"No one would follow a bunch of brainless muscle-heads like you!!" Hook added.

Rumble and Frenzy were quick to defend their only "friends" besides Soundwave, whom had been thrown out. "Hey, nobody calls our buds brainless!!" Rumble yelled.

"Yeah, let's kick tailgate!" Frenzy added.

"Constructicons, unite!!" Scrapper called, and the Constructicons began to join, forming into Devestator.

"No way!" Rumble and Fenzy yelled, their voices creating a stereo effect, and their piledrivers knocked Devestator apart.

Civil war broke out in Astrotrain's cargo hold, and he wobbly flew on towards Cybertron, glad that he would soon have the weight out of him.

Megatron floated through space, furious at Blitzwing for doing this to him. But, Megatron knew that within a few hours, he would die, and Blitzwing was by now leading the Decepticons, if someone else hadn't blown him apart by now.

"I swear," Megatron stated. "I'll get you for this, Blitzwing!!"

As he and the other dying Decepticons floated through space, Megatron detected a powerful energy field approaching the aimlessly floating robots. "What in the name of Cybertron?"

"Megatron...."

The former Decepticon leader turned around, and saw a huge object before him, a planet sized machine moon that slightly resembled something out of that human movie with the psionically empowered brotherhood of do gooders, and the primitive excuses for robots.

"Who are you?" I....am Unicron. I have summoned you here for a purpose. "

"No one summons me!!" Megatron replied, still stubborn to the end.

"Then it pleases me to be the first."

"Spare me the humor," the Decepticon replied, not realizing what he was up against. "What do you want?"

"This is my command," the massive worldbot answered. "I want the Creation Matrix destroyed, it is the one thing, the only thing that stands in my way."

"You have nothing to worry about, Unicron," Megatron responded. "I already crushed Optimus Prime with my own hands."

"You exaggerate," Unicron replied.

"The point is," Megatron snapped back. "Prime is dead, and the Matrix died with him."

"The point is, you're a fool, Megatron. The Matrix has been passed on to the Autobots' new Leader, Ultra Magnus. I want it destroyed."

"And just what," Megatron replied. "Do I get out of it?"

"Your bargaining posture is highly dubious, but very well," Unicron answered. "I will provide you with a new body, and new troops with which to command."

"And?"

"And nothing!!!" Unicron bellowed. "You belong to me now."

"I belong to no one!!" came Megatron's defiant reply.

"Pehaps I misjudged you," Unicron said with a trace of disappointment in his voice. "Proceed, on your path to oblivion."

Megatron screamed as pain blasted through him, red light streaming from Unicron as he began to pulled the Decepticon towards his opening. "Wait!!! I accept your terms!!"

"Excellent....."

That's when Megatron felt it. Pain that had no words to descripe it. For a while, he though that he was going to overload, but then the pain faded as he felt himself re-energize and repair. Corners smoothed out, colors shifting, body reformating itself. Soon, his change was complete, and Megatron looked at himself.

"Behold..." Unicron proclaimed. "Galvatron!"

No longer was he the bone white, sharp angled Decepticon he had been. Now, he was a deep silver with purple sections, and his body was rounded where it had once been cornered. His eyes had changed from red to a yellow color, and his black sight scope shaped cannon had been replaced by a orange-ish sphere cannon.

"And these shall be your minions...."

The other dying Decepticons were pulled towards the worldbot as well, their forms shifting into new ones.

"Scourge, the hunter, and his huntsmen, the Sweeps."

Plague's shape change, no longer boxy like he had been, and the Insecticon clones became streamlined as well, their new forms that of flying boats.

"Cyclonus, the warrior, and Armada...."

Skywarp changed into a powerful looking streamlined jet, his nose cone sporting a long pike at it's end. Thundercracker was changed as well, transformed into a similar machine.

"Starfire, the battler...."

Starscream was reformatted as well. He was now completely black, and no longer held the normal seeker shape. His wings were larger than before but held down. On each arm was a plasma cannon where his lasers once were. He now looked sleeker, more aerodynamic, and by the cold look in his optics, he was also more deadly.

"Harbringer, the hand of death...."

One beam shot out and hit the form of Dirge, and he too was soon reformed. He now was completely black and dark purple, his face gaining age to it. Deep piercing red optics shone from his face. As he held a large energy sycthe in his hands, he looked a bit like the Grim Reaper of Earth, due mainly to the sycthe and the large metallic hooded cloak that made it almost impossible to see his face.

"Stalker, the silent warrior..."

Another beam shot out and struck Soundwave, transforming him into a sleek, rounded robot. His twin eyes merged into a single red optic stripe, his purple color deepening to almost black. A deadly looking shoulder cannon took the place of his old laser bullet shooter, and a pair of blade protrusions formed on his arms.

Finally, a beam laced out to the dying Dax, and he was quickly reformed into a much larger being, again about the size of Cyclonus and Starfire. He was now all black and he looked like a mix between a seeker jet and an Autobot car. "Legion, the reborn," came Unicron's voice. "And this shall be your ship."

A section of Unicron's form opened, releasing an evil looking craft, and Galvatron smiled to himself. "I'll rip open Ultra Magnus, and every other Autobot, until the Matrix has been destroyed!!"

"Go...."

The newly christened Galvatron nodded as he led his Decepticons to their new craft, flying off into the depths of space, and Unicron softly laughed to himself. You have truely failed, Primus. Not even your Prophecy can save you now.

Blitzwing stood before the Decepticons, decked out in a cloak like a king, Astrotrain holding a crown in his hand. The Constructicons sounded the horns, and Astrotrain hesitated at the sound.

"Get on with the ceremony!" Blitzwing ordered.

The Constructicons blew the horns again, and Blitzwing fired his blasters, snapping the horns in half.

As Astrotrain place a crown on Blitzwing's head, the new leader smiled as he waved his arm out. "Fellow Decepticons, as your new leader, I shall bring the Autobots down!!"

Suddenly, a loud roar disrupted the entire event, and everyone looked to the sky.

"Who disrupts my coronation?!" Blitzwing yelled.

A large jet flew down, and a rounded purple and gray robot stepped down as the craft landed, and several others arrived, rounded like him, and sharing his colors. "Coronation Blitzwing? This is bad comedy."

"Who the hell are you to talk?!" Blitzwing yelled.

The robot smiled as he stepped forward. "Your worst nightmare."

"M-M-Megatron!!" Blitzwing sputtered. "Is that you?"

"Here's a hint!" Galvatron replied, and he swiftly transformed, making barely a sound as he became a huge fusion cannon, and fired. The blast slammed into Blitzwing, who yelled in pain as his body was outlined in blue light, and then, as the stream of fusion energy stopped, his body turned black, and fell apart as ashes.

Galvatron transformed back to robot mode, and raised his hand in a waving motion. "Now, will anyone else attempt to fill his shoes?"

Rumble looked around, and shrugged. "Uh, what'd he say his name was again?"

"Galvatron."

In the outskirts of Cybertron's orbit, Unicron had arrived. He approached Moon Base 1, and began to pull it towards himself.

Jazz stared at the object. "Where the hell did that thing come from?!"

"Who cares," Cliffjumper replied. "I'm more concerned about where its going!"

Jazz quickly called up Autobot City, reporting what was happening. "Jazz to Autobot City!! Jazz to Autobot City!! Talk to me Earth!!"

"Roger me, Wilco me, anything hello, hello, Earth!!"

Blaster was helping carry the remains of several dead Decepticons to the burners when the call came over his speakers. "Yo, I'm pickin' up a faint signal!" He quickly transformed as everyone listened to the transmission.

"We read you, Jazz," Ultra Magnus replied. "What's wrong?"

"A ginormous, weird-looking planet just showed up in the suburbs of Cybertron!"

"And it's attacking Moon Base One!" continued Cliffjumper's voice just before the com went dead.

"Jazz!! Cliffjumper!!"

"Hurry up!!" Cliffjumper yelled, him and Jazz boarding the remaining shuttle and launching away from Moon Base 1 as Unicron began to eat it up. Just as it seemed that they were getting away, Unicron's tractor pull grabbed them, and yanked them straight into his opening.

"We're not getting away!!"

Magnus sighed, then saw Spike and Prowl appear on a remaining monitor. "Guys, this is Moon Base 2! Some, thing, just tore the first moon to shreds!!"

"And its heading straight for us!!" Prowl added.

"We'll try to hold it off, but I don't know how long...." Spike was cut off as the transmission lost power, and Daniel was horrified. "Dad!"

Spike and Prowl, however, were still in one piece for the moment, rushing to hook up the computers to self-destruct bombs. "Come on, hurry up!!"

"If this doesn't stop it," Prowl remarked. "Nothing will..."

Spike activated the countdown, and nodded. "Let's go!!"

They started running just as Unicron began to pull Moon Base 2 towards him, reaching the shuttle before the pincer horns even began their motion. "Hurry up, its gonn'a blow!!"

Prowl powered up the engines, and the shuttle took off just as Unicron began to eat the moon. Three seconds later as the shuttle was escaping, the moon detonated in Unicron's mouth, sending the shuttle spinning as Spike fought to regain control.

Prowl smiled as they made it away from the debris of Moon Base 2. "Alright we did it!!"

Spike slapped him a high five, but then the two were horrified to see that Unicron was still there. "It didn't even dent it!" Prowl said in horror. Oh shit, what're we gonn'a do?!

The answer soon came as Unicron grabbed the shuttle with his tractor pull, and sucked the ship towards him.

"We're being sucked in!!"

"Galvatron, look!!"

The silver and purple Decepticon turned to see Unicron devour the second moon, and anger rose within him. "Unicron, how dare you!! Cybertron and its moons belong to me.... AAAAHHHHH!!!!!" Pain blasted through Galvatron's body, and he fell to his knees.

"But remember," Stafire replied with a scornful curl in his voice. "We, belong to him."

"I belong to nobody!" Galvatron answered defiantly, only to recieve more pain, and he fell down the steps, landing of the base. "I, will obey, Unicron..."

The pain faded, and Galvatron stood up, looking towards the Decepticions. "We attack the Autobots and destroy the Matrix!! To Earth!!"

Kup sat looking into the sky. He had seen others die before, so why did this bother him so much?

"Because Dax was so young," Kup thought in reply to his own question. "And because I should have stopped him; I failed him and I can't stand it." He imagined Dax withering in agony as the Decepticons attempted to merge him with one of their own. Hot Rod had found thr way back when he was still Derek Witwicky, and now the Decepticons were trying to copy it, the hard way.

Hot Rod walked up behind Kup and said softly, "Kup are you alright?"

"Yes I'm - I'm fine. I guess just so much has happened recently I'm not sure if I can stand it yet. I mean between us and the moon bases we are the only free Autobots left," Kup replied

"I know Kup it's hard on all of us, to think that Megatron is on Cybertron right now, planning his final assault at this very moment...it all seemed so cemented a few days ago, everything so - so set, like nothing would change...we would be in Autobot city and I," his voice quivered, "Would be with Daniel and Uncle Spike...," his voice stopped as Kup's radio crackled with activity

They soon reached the control room where Magnus was. He was briefing the rest of the Autobots that would go with him to investigate

"We will be taking two shuttles. The Decepticon activity in the area will no doubt be much greater, and if we take two shuttles, the chances of at least one of us getting there to investigate will be much greater," Magnus was finishing up. He saw Hot Rod and Kup enter, and went over to talk to them when suddenly a large explosion was heard

"What the hell?" Magnus said as he turned and Blurr came running in.

"Decepticonsarehere,Magnus,Decepticonsarehere!!!DozensofDecepticonsarehere, andthey'reattacking!!" Blurr reported.

"Kup, you and Hot Rod get the Dinobots and the rest of them loaded into the shuttles. Perceptor, you, me, and Blaster come with me to help defend our position!" Magnus said, and quickly ran out.

The outside was chaos; there seemed to be very few attackers actually, but these attackers had never been seen before. Four jets and 7 identical flying crafts that seemed to be able to hover in the air.

"Harbringer! Legion! Go take out the shuttles," Galvatron barked as he saw Magnus. "Scourge, you and the Sweeps stay with me! Starfire, attack the other Autobots! We are going to fulfill our part of the 'agreement'."

"NO!!!" Starfire snapped. "I want to take out Magnus!!"

Galavtron was about to reply, then decided to let the annoying thorn try to do the job. "Very well, but you follow me in!"He sawbucked Cyclonus and head for Magnus, firing away. "Magnus!! I Galvatron will kill you just as Megatron killed Prime!!"

Magnus looked up at Armada and Galvatron. "And you'll die trying, just like Megatron!!" Magnus replied, and puctuated his words with several shots from his laser rifle, burning a blast mark onto Armada's skin.

Galvatron snarled and shook his fist. "Pathetic scrap!! Starfire! Have your fun!!"

Strfire transformed and landed with a thud close to Magnus. "Hello, scrap metal!!"

"And you are?" Magnus asked. The Decepticon looked a bit familiar, but he couldn't place the face.

"Starfire, and I'll kill you, just like I killed Megatron!" Starfire yelled, the last part just for the boosting of his own ego, ready to fire when suddenly he was blasted in the back by an Autobot soldier. He pitched forward and regained his footing in time to stop himself from falling. He turned to face the Autobot and snarled. "Pathetic fool!!"

Inside Autobot City, it was a differant matter completely. Legion had flown off to take care of the shuttles, but Harbringer had better things to do. He was going to take down a few Autobots. Besides, he was thirsty so he decided he would drink their energon.

Two Autobots lay on the ground where Harbringer had slashed them with his energy scythe. They were an easy kill, but still, something bothered him. The City was quiet, too quiet, and he didn't like it.

"Come on out Autobots," he growled, the scythe in front of him at all times.

Hot Rod was pressed up against a wall, hiding from his stalker. While Kup had gone to the shuttles, he had decided to help his friends. When he arrived, he had seen a Decepticon disembowel two of his comrades. Quietly, he readied his arm blasters, and waited for the Decepticon to step out by him...he wouldn't live much longer.

Harbringer heard a noise and whipped around. He smiled under his face plate as he saw a red arm retract behind a wall. Slowly, he walked towards the wall and then quickly sent energy from his scythe right at the wall, blowing a huge hole in it. Hot Rod was pitched to the ground and he snarled as the Decepticons stood over the him, his scythe raised about to deliver final death.

The Sweeps had taken down a good number of Autobots, but none of that mattered to Starfire. He needed to beat Magnus and get the Matrix to prove he was better than Galvatron, and he was going to do it. He fired another shot at Magnus, and barely missed.

Magnus returned fire with his own laser rifle and hit Starfire in the stomach, who screamed in pain and took into the air. Secretly he wondered just how Starfire could have taken down Megatron. "Probably was really Galvatron who did it," he figured as he ran towards the city...he had a flight to catch

Hot Rod looked up into the face of Harbringer and sensed something; a feeling of having met him before. He rolled away from the scythe as it smashed down into the ground. He got up as Harbringer struggled to tear the blade from the ground, and ran unthinking, not even realizing that he had gotten the blade and joined pursuit.

Suddenly he found himself in a room with no exits and he cursed. He was in a dead end and he knew it. He was standing in the Science lab. Harbringer was blocking the door and there would be no escape; he would have to confront him here....he was gong to die.

Harbringer glared with evil pleasure. "Prepare to enter the void," he said with a triumphant sound.

"You remind me of someone, another Decepticon..." Hot Rod said, trying to buy time. "Dirge, I believe."

Suddenly the calmness of Harbringer's face was replaced with that of uncontrollable rage. "No!!!!!" he screamed. "He is dead!! That weakling is dead!!!!!" He sent energy blasts everywhere, which Hot Rod dodged.

The Autobot didn't know what had just set him off, but he was acting like a caged animal now; he had to take him out or he might be killed. He aimed his arm and fired a blast off.

Harbringer looked in shock as the blast hit him in the face, sending him backwards. "I can't see!! You shitty human, I'll kill you for this!!!" He screamed and cursed as he sent more and more energy around him. A few stray bolts hit a few beakers containing dangerous chemicals. They exploded which in turn set off other explosions. It was a huge chain reaction and Harbringer was right in the center of it.

Hot Rod heard the first explosion and ran. The second one caught him, and he went down. In a flash he was up and running again. A raging inferno was around him now and the door was his only escape. He ran to it and as he passed through he hit a switch sending the door down and sealing the room. Ungodly screams of pain and anger and fury came from the room. He blocked them out and left his enemy to die as he ran to the shuttles.

Ultra Magnus was running through the corridors of Autobot City when he heard a series of explosions. He didn't have time to inspect them and so he didn't. He kept running to get to the shuttles. He was soon joined by Hot Rod who looked burned and battered up.

What seemed like an eternity for Harbringer was in fact just a few short minutes. He had been caught in several explosions which destroyed his armor and sent him flying to the ground a wreck. He was bleeding, and his exposed wires crackled, and worse yet he was actually melting in this inferno. He ran to the door and saw that it was closed. He screamed a yell of outrage and using his greatest strength he ripped the door from it's hinges. He again ran for a while longer before falling to the ground exhausted.

When he got up five minutes latter he had regained a bit of his strength needed to escape. He could find a medic back on Cybertron, or in the Chaos, which was in orbit. Still, when he looked down in the floor, he caught a look at his own reflection. His armor was tattered and cracking which was bad enough but the worse part of it was that his face had been stripped of all armor and was now staring back at him, dead except for barely working optics, coval and audial unit. No medical work would be able to replace his face. He screamed in outrage and pulled his metallic hood over his head so it created a shadow covering his face...no one would ever see his face again. Harbringer ran out of Autobot City to join the rest of the assault.

Kup was loading everyone into the shuttles, and had just managed to get the Dinobots in when Springer, Ultra Magnus and Hot Rod ran in. They were the last of those to be loaded, and he nodded. He suddenly looked with distress at Hot Rod.

"What happened to you?" he asked

"Explosion..in science lab destroyed a Decepticon that had killed 5 others....," he gasped.

"Get in the shuttle," Kup said frantically and joined him in the shuttle as Springer and Ultra Magnus got into the other one. "This reminds me of the time on Albega 9," he commented as he and Hot Rod got into the control section. "We were swarmed by Alberan Petorabbits..... Grimlock, get your noodle out of my face!!"

"Tell Grimlock about Petrorabbits!" the Tyrannasaurus replied.

"I'm make you into a Petrorabbit if you don't get out of my way!" Kup snapped. "Hot Rod, hit the engines for Cybertron's sake!!"

Hot Rod nodded and pushed the throttle all the way forward, sending the shuttle screaming off into the sky.

"The other shuttle's off the ground!" Perceptor reported.

"Then let's follow their lead!" Magnus replied, and pushed the throttle forward.

"Wait!" Daniel yelled. "Acree's still out there!"

Arcee raced to catch up with the shuttle as it began taking off, Springer reaching out his hand to her. "Arcee, jump!"

The female Autobot leaped forward, and managed to catch the boarding ramp. Springer held out his hand as Arcee grabbed on, and pulled her inside, Daniel shutting the hatch. "That was close."

"Believe it or not," Springer replied. "This is the fun part!"

Both shuttles soared into space, racing away from Earth, and the Decepticons. They came to a straight course as Magnus brought his craft next to Hot Rod and Kup's. "Okay Autobots. I think we magnaged to outrun them, so relax."

"Yep," Kup said as he told yet another one of his war stories to the Dinobots. "I remeber the time we were on Vergo 5. The dust was so thick, you had to use wipers to clear your optics."

"Me Grimlock know all about wipers, get to the good part!!" Grimlock smacked Swoop in his fit, and sent the Pteradactyl to the ground.

"Good part, tell Swoop good part!"

"Okay," Kup replied. "Anyways, the dust was thick, and we..."

"Hey Kup!" Hot Rod cut in as he fought off the training drone he was sparing with. "Don't you think we have more important things to do that tell old war storied?"

"Like what?"

"Like try to figure out how we're going to rescue our friends, and then save Cybertron."

"No! Tell story!!" the Dinobots demanded.

"Tell story!!"

"Quiet!!"

Hot Rod strugged, then stumbled as the drone smacked him in the back. He was about ready to tear its head off and rushed the drone. "BBRRRR!!! Time out, time out!!"

Suddenly, the shuttle rocked with weapons impact, and Kup swore. "The Decepticons, they've found us!!"

Magnus too had the same reaction as he hit the overdrive of the shuttle's engines. "Everyone, hang on!!"

Galvatron, in his ship, smiled as he locked onto Hot Rod and Kup's shuttle. "Pathetic fools." He pressed a few keys, and lauched his ship's missiles, the warheads streaking past the shuttle as Hot Rod manuvered it though a gap.

"They're closing on us!"

"Yup, like the shrikebats of Dromedon," Kup replied.

"Really," came Hot Rod's half-sarcastic reply. "And just how did you beat them?"

"I'm tryin' to remember," Kup shot back. "There were an awful lot of casualties that day...oh yeah! We inverted polarities!"

Hot Rod fired the lift rocket and hit the polarity inverter, catching the missiles with the blast, and the warheads headed straight back at them, exploded meters away from the shuttle. Hot Rod steered the craft through the smokey debris, and smiled. "Well, we survived that."

"Yeah," Kup replied. "But will we survive this!"

Skyfire launched from the Decepticon ship, and fired on the shuttle, rupturing its engines, and it headed towards a twisted, mechanical world.

"We're going down!" Everyone raced to the rear of the shuttle as it slammed into the planet.

"Kup and Hot Rod just bought it!" Springer said to Magnus.

"I don't have time to worry about them right now!"

"Face it," Springer replied. "The Decepticons are going to dog us until they see us dead!"

Magnus thought, and smiled. "Then that's exactly what they're going to see! Prepare for emergency seperation!"

"But that's too dangerous!" Perceptor replied.

"We don't have much choice!" Magnus shot back, pressing several keys, and the forwards section of the shuttle seperated form the rear engine section, flying away as the engine section continued on its path.

Galvatron smiled as he locked onto the ship. "Now, it ends." He hit the firing controls and launched a flurry of warheads, the missiles flying at the shuttle and impacting, causing the engines to detonate as Galvatron's vessel flew through the debris.

"Now, Ultra Magnus is no more......AAAAAHHHH!!!" Pain shot through his body and he fell out of his seat. "Unicron, why!!" Galvatron grabbed onto Scourge and groaned. "Take me to Unicron!"

Meanwhile, the forward section of the shuttle still flew on, undetected by the Decepticons.

"Did we really have to let them blow up three quarters of the ship?" Arcee asked.

"See as they were going to blow up four quarters," Springer replied. "I think it was a good trade."

"But how are we going to get to Cybertron in this wreck?" Acree snapped.

"Perceptor," Magnus called. "Can you find us a place nearby where we can set down for repairs?"

"Gamma radiation in this sector of space create marginal navigation probabilities. However..." Perceptor looked over and saw Magnus holding his chin and tapping his cheek, and realized he was over doing it again. "Um.. yes, I believe I can. the Planet of Junk is in this vicinity."

"Then let's go for it!"

Deep in the waters of the twisted planet, robotic piranhas ate smaller robot fish, and were in turn eaten by ground mounted robots.

"Kup!!" came Hot Rod's voice, slightly distorted by the water as he fought with the huge seaweed that entangled him. "Grimlock!! Slag!! Anybody!!"

Several piranhas came towards him, ready for a feast of Autobot metal. Hot Rod, seeing their approach, retracted his left hand, extending a buzzsaw blade, and started it up, cutting through the metal seaweed, and slicing several pirahnas in half on the mouth line.

Having freed himself, Hot Rod heard a faint voice, one that was very familiar.

"Help me!!"

"Kup!!" Hot Rod replied, swing in the direction of the voice, and transforming to get more speed. He arrived where Kup was, and reverted back to robot mode, seeing that Kup was being held by a giant robot squid. "Kup!!"

"Hot Rod! Help me!!"

The free Autobot nodded, and opened fire on the squid, getting a bunch of tenacles wrapped around him in reply, but Kup had been freed, and it left Hot Rod with more options.

Retracting his hand again, Hot Rod cut apart the tentacle that held him, and fired on the squid's single eye, shattering the optic. The squid let out a roar, and shot off, shooting out ink as it made it's retreat.

Hot Rod covered his eyes as the ink settled, and walked over to where Kup lay, in a few pieces. "Kup, are you alright?"

"Fix me," the blue Autobot replied, obviously in pain.

"Right away," Hot Rod answered, picking up Kup's stray leg and arm, then picking Kup up and walking out of the water.

Meanwhile, Ultra Magnus, his group of Autobots, and the rest of the Knights were on a course for the Planet of Junk.

"Brace for impact!!"

The remaining section of the shuttle crashed into the planet's surface, sending the occupents to the floor of the shuttle as it skidded to a stop.

Magnus was the first to come to, and looked around. "Is everyone alright?"

A piece of the roof fell down and hit Springer's back. "Remind me to give the autopilot a raise."

Arcee and Daniel got up, the boy shaking his head to clear it up. "I'm okay."

Magnus nodded as he went to the front of the ship, and picked up a welding gun. He fired it up, and sighed. "Let's try to salvage what we can of this thing."

"Can I help?" Daniel asked.

"It's pretty rough out there," Springer replied.

Arcee walked over with a white mech suit in her hands, one that was an exact copy of the one Spike wore. "I think Daniel can make himself useful with this." She set the suit down, and smiled. "It was Spike's old exo-suit."

"Dad's exo-suit," Daniel exclaimed. "He told me all about it!!"

Springer smiled as he helped Daniel get inside. "Up you go, Squirt."

Acree closed the canopy hatch, and lead Daniel forward. "Now, try to walk. You can do it."

Daniel stepped forward, but found the suit hard to walk in, and stumbled backwards, and landed on his rear end. "Whoa!"

"Just think about you want to do before you do it," Springer commented.

Daniel smiled, and jumped up, reaching as high as Arcee's head before he came back down. Once again though, Daniel stumbled, but Arcee was there to catch him this time. "Don't worry, you'll ge the hang of it."

"Showtime's over," Magnus remarked. "Let's get to work."

The group exited the shuttle, and looked around. daniel let out a whistle with his perspective. "Man, this must be the Junk capital of the Universe."

"No kidding," Acree replied.

Magnus walked over to a scrap pile, and began pulling metal out for repairs.

Unknown to them, another, and much larger group of robots was watching them. The apparent leader smiled as he stepped forward for a better look. "Birw..Stop thief...Can't have no strangers without no welcome wagon. Offer expires while you wait, operators are standing by."

Back on the twisted planet, Hot Rod had just finished up fixing Kup. "There, good as new."

Kup got to his feet, and tested his joints, rotating his head as well. However, when he started walking, he had a noticable limp. "Of all the blasted dimwittery! You left a piece out!"

"Dude, no way," Hot Rod replied. "You're just a little stiff."

"Anyway, all things concidered, you did an amazing job lad," Kup complimented. "Amazing."

"Really?"

"Yeah," the older Autobot replied. "You even got rid of an old burn on my rotaters. Now let's find the Dinobots, and get off this twisted planet." Kup swiftly transformed, and drove off, Hot Rod following suit and racing after the blue pick-up.

Soon, they came to another water area, and reverted to robot mode as several robots came out of the water. Kup grabbed Hot Rod's arm as the younger Autobot was raising his blasters. "Don't act hostile. I'll use the universal greeting."

"Universal greeting?" Hot Rod replied, completely confused.

Kup ignored the question, and smiled at the robots. "Bah weep, granah, weep nini bong."

"Bah weep, granah, weep nini bong?" Hot Rod asked. He was starting to wonder if Kup hadn't taken too many hits from that squid.

"Bah weep, granah, weep nini bong!" the robots replied, much to Hot Rod's surprise.

Kup smiled more as he got the response he was looking for. "See? The universal greeting works everytime. Now, without making any sudden moves, offer them an Energon goodie."

Hot Rod did so, only to have the Energon snatched from his hand by the obviously hungry robots, and was forced to pull out even more. "This is getting way too expensive!"

"Don't worry," Kup replied. "They'll reciprocate!"

However, when the robots had finished the strips they had, they instead pointed to their mouths, wanting more.

"I thought they were supposed to reciprocate! No more, dudes!"

The robots suddenly gave the two Autobots a look that seemed to say "You did not just say that."

"Empty!" Kup said, shaking his container upsidedown as proof.

The robots transformed into pirahnas with arms and legs, overwhelming Hot Rod and Kup as the two desperately fought back.

A small pink robot saw the whole event, and transformed into a sleak roadster, following the robots that had captured Hot Rod and Kup. It followed them as the Autobots were taken to a large building by the Pirahnacons, Kup commenting once more with his war stories. "Reminds me of the slave mines on Viridian 4."

"Everyplace reminds you of someplace else," Hot Rod snapped.

"It's called experiance lad, learn to appreciate it."

"A lot of good it's done us so far."

The Pirahnacons led them into to a huge chamber, and they saw what look liked some sort of court proceeding. "What's going on?"

"I have no idea," Kup replied.

A robot stood at the end of a plank that was over a vast pit of water. Shark fins swam around in its bowels, waiting for a feast of rich metel.

Two machines stood before it, one of which had wiggling tentacles, and an organic looking face. The other, which hovered on a throne, had no limbs, and had five mechanical faces, each one different than the other.

"Has the imperial magistrate reached a verdict?" asked the partially organic one.

"We have," the five face machine replied.

"Guilty, or innocent."

The five faces rotate to a hollow eyed on, and it spoke. "Innocent!"

"Feed him to the Sharkticons!!" the organic robot ordered to an insectoid looking robot, and the machine complied, pulling down a lever that dropped the prisoner into the tank of Sharkticons.

The five faced machine laughed as he listened to the robot's screams, rotating its faces so that all voiced their laugh.

Hot Rod shook his head. "We have got to get a new travel agent."

The Pirahnacons shoved Kup and Hot Rod into a cell, where they found a trash heap inside.

"Where are we?" Hot Rod asked, and he got his answer from the occupent of the ajoining cell.

"This planet is home to the savage Sharkticons, and their cruel masters, the Quintessions. I am Kranex. My planet was destroyed by Unicron."

"Unicron?" Hot Rod replied. For some reason, the name instilled an anger in him, but he had never heard it before. It was like something was calling out to him and telling him that this being called Unicron was total evil.

"A planet," Kranex explained. "A monstrosity that devours everything in it's path. Our history tells that he is Evil itself incarnate."

"So that's the monster's name," Kup concluded.

"He's like the machine version of Satan," Hot Rod added.

Suddenly, Pirahnacons came into Kranex's cell, and grabbed him.

"Wait!!" the machine yelled. "I'm the last survivor of Lymphin!!"

"Let him go!" Hot Rod yelled, grabbing onto the bars, which got him a powerful shock into the arms.

The Quintession overseeing Kranex's removal smiled to the remaining occupents of the cells. "You two shall soon recieve your sentence."

The two went to the door, Hot Rod holding the bars, and they watched as Kranex was "tried".

"Has the imperial magistrate reached a verdict?" asked the partially organic one.

"We have," the five face machine replied.

"Guilty, or innocent."

Kranex held up his hands in disgust. "Spare me this mockery of justice!"

"I repeat," the single faced Quintession stated. "Guilty, or innocent."

The hollow eyed face rotated to face them, and it seemed to smile. "Innocent!"

Kranex stepped back in terror, and screamed as he was dropped down into the Sharkticon pit, splashing into the water, and getting to the surface, only to be swarmed apon by the Sharkticons.

Hot Rod closed his eyes as they heard Kranex's screams, and Kup shook his head. "Not the end I'd hoped for...."

Outside, at what looked like a gate, one of the multi-face Quintessons was "standing" with a group of Sharkticons, generally loooking like he was lazing about. He noticed the Dinobots and straightened up, rotating his head to a "friendly" face. "Greetings, noble strangers, how may I assist you?"

The Dinobots stopped at the , looking more like kids showing up at your door wondering if you can come out and play than like serious robots on a serious mission.

"Yes, me Grimlock noble!" the T-Rex replied. "Me Grimlock search for friends."

"And who might they be?" the Quintesson asked, keeping up his friendly local act, mentally laughing to himself at the simple mindedness of the Dinobots.

"Autobots. Hot Rod and Kup."

"Ah yes," the Quintesson said, acting like he knew who Grimlock was talking about. "A young one and an old one, correct?"

"Yes! You know friends, where are they?"

"They went down that path," the Quintesson answered, pointing towards a pathway that lead away from the gate.

"You good friend to Grimlock!" With that, the Dinobots went down the path, not noticing the Quintesson as he rotated his head to a sinister face, laughing at their foolishness.

"Unicron!!"

The massive machine sighed to himself as he heard Galvatron's voice. When does his ignorence end?

"Unicron, why do you torture me?!"

"You have failed in your mission," Unicron replied.

"Ultra Magnus is dead, and the Matrix destroyed!" Galvatron snapped back.

"The Matrix has not been destroyed," Unicron stated. "And Ultra Magnus lives, on the Planet of Junk. Stalk him, tear him apart, and destroy the Matrix."

Galvatron growled, and nodded, flying back to the Chaos, where Starfire was waiting for him, an amused grin on his face.

"Not a word," Galvatron growled. Reformatted or not, Starfire was still the same loose cannon he had been before.

"Be sure that the fittings are welded properly," Perceptor commented as he over saw the repairs to the shuttle.

"Absolutelypositivly," Blurr rapidly replied. "Iwouldn'tdoitanyotherwayatall."

Daniel smiled as he carried over a sheet of metal. "Hey, I think I'm starting to get the hang of this."

Ultra Magnus smiled as he watched Daniel, then noticed a faint group of lights approaching. "Damn, they found us!"

"Ah, geeze!" Springer snapped. "We've got to get them away from the ship!"

"Everybody scatter!" Magnus ordered

"Foolish Autobots!" Galvaltron remarked. "You cannot escape!" He fired off several of Cyclonus' missiles, and detonated the shuttle.

"So much for the shuttle," Springer remarked as he transformed into air mode. Arcee transformed into vehicle mode and raced off, leaving Daniel and Blurr still running.

"What do I do?!"

"Transformtransform!" Blurr replied. "Youcandoit!" He transformed himself and tore off as Daniel kept running. "Transform!"

The boy stopped as Kickback landed before him, visor glinting in the light. "Surprise, Witwicky."

Scrapper landed next to the Insecticon, and smiled. "Nowhere to run, human germ!"

Daniel though hard, and ran at the two. "Transform!!" At about ten feet from the two, Daniel's exo-suit transformed into a sleek car, and Daniel slammed into Kickback and Scrapper, knocking them down. "Yeah!!"

Galvatron snarled as he followed the group. "Do what you want with the rest, but Magnus is mine."

Starfire, however, had other plans. "No!! I'll kill him, and I'll take my rightful place as leader!!" He rammed into Cyclonus, sending him and Galvatron crashing into the ground of the planet. "Rest in pieces, Galavtron! Sweeps, follow me!!"

Ultra Magnus and Springer dodged the lasers from Starfire and the Sweeps, Magnus firing back at the Decepticons. "Make a break for cover, I'm going to try and unleash the power of the Matrix."

Springer joined Arcee and the others in a tunnel and nodded. "Good luck."

"'Till all are one!"

Magnus jumped over and blasted the tunnel shut, turning back to face the Decepticons. "'Till all are one." He opened his chest section and took out the Matrix, trying to open it as Stafire transformed and landed. "Come on, open. Damnit open!!"

"Magnus!!" Starfire yelled, approaching the Autobot. "I want the Matrix!"

"Never!" Magnus spat.

As I expected... Stafire thought. "Sweeps!!" he ordered. "Terminate him!!"

The Sweeps swooped down, firing tractor beams at Magnus' arms and legs and pulling on his limbs. He yelled in pain as the Sweeps pulled in four directions, and Starfire smiled with glee. "Die, die!!"

Finally, Magnus fell apart, his body landing in several pieces as the Matrix flew into Stafire's hands.

The Decepticon grinned evilly at the Creation Matrix. "Unicron, my master. With this, I shall make you, my slave."

Back on Moon Base 2, Unicron was approaching for a meal, ready to devour the second moon. On the surface, Spike and Prowl were rushing to hook up the computers to self-destruct bombs. "Come on, hurry up!!"

"If this doesn't stop it," Prowl remarked. "Nothing will..."

Spike activated the countdown, and nodded. "Let's go!!"

They started running just as Unicron began to pull Moon Base 2 towards him, reaching the shuttle before the pincer horns even began their motion. "Hurry up, its gonn'a blow!!"

Prowl powered up the engines, and the shuttle took off just as Unicron began to eat the moon. Three seconds later as the shuttle was escaping, the moon detonated in Unicron's mouth, sending the shuttle spinning as Spike fought to regain control.

Prowl smiled as they made it away from the debris of Moon Base 2. "Alright we did it!!"

Spike slapped him a high five, but then the two were horrified to see that Unicron was still there. "It didn't even dent it!" Prowl said in horror.

"Oh shit, what're we gonn'a do?!"

The answer soon came as Unicron grabbed the shuttle with his tractor pull, and sucked the ship towards him.

"We're being sucked in!!"

Meanwhile, outside the "court building", Grimlock and the Dinobots searched for their companions. Swoop flew down after making a search and transformed to robot mode. "Me Swoop see no sign of them."

"Me Grimlock positive Kup and Hot Rod close."

Slag snorted as the kept walking. "Me Slag say you full of Baridium Baloney!!"

A manhole slid away to open up a pit of spikes in front of Slag, and he would have stepped on them if not for Grimlock smacking the Triceratops with his tail. "Me Grimlock say you full of Sesian Salami!!"

"Baridium Baloney!!"

Grimlock snarled, and was about smack Slag, whe they heard a high pitched voice behind them. "You won't find your friends this way!"

"Who say that?!" Grimlock demanded, and a small, pink robot came out, jumping onto Sludge's back and climbing to his head. "I said, you're going the wrong way! So foolish, just like a Dino."

"Me Grimlock fool?"

"I say you are," the robot replied, its body build, posture, and voice tone indicating that it was a girl. "A very big fool at that."

"Me Grimlock no like you!" With that, the Dinobot leader smacked the girl robot from her perch on Sludge's head, sending her to the ground. She swiftly got to her feet, pulled out a small blaster, and shot Grimlock in the nose. "You big bully!!"

"Ow!! Why small boy hit my nose?"

"I'm a girl!" the robot replied. "And my name is Wheelie. You want to find your friends, you follow me, and you might save them today."

"Me Grimlock say we on our way!!"

Kup and Hot Rod stood on the plank above the Sharkticon tank as the Quintessions "judged" them. "Before the Imperial Magistrate delivers a sentence, would you like to beg for your lives? It sometimes helps, but not often."

Kup struggled with his energy shackles. "I can't transform."

"Keep trying," Hot Rod replied.

"Silence!" the multi-faced Quintession ordered. "Or you shall be held in contempt of this court!"

"I have nothing but contempt for this, court!" Hot Rod spat.

"Guilty or innocent."

The Quintession rotated to his hollow eyed face, and laughed. "Innocent!"

The plank dropped out from underneath the two Autobots, dumping them into the tank, and they swam down below the surface instead of going up.

"They've got more Sharkticons than we have proton charges!" Kup exclaimed.

"Yeah? Well then let's hold a demolition derby!" came Hot Rod's reply, both Autobots transforming and tearing off, Sharkticons diving down after them. The Autobots went racing around the tank, causing a massive whirlpool that sent the Sharkticons spinning dizzily.

Hot Rod and Kup shot out of the water, landing on the ground as they raced away, and did a 180 as the Sharckticons climbed out of the tank. They slammed themselves into the Quintession built robots, and reverted to robot mode. "Didn't even bend a fender!"

"Yeah," Kup replied. "But there's more of those blasted can eaters where they came from!" He caught one of the Sharkticons, and threw it away as Hot Rod fired off a blast into it's head. "We may not be able to hold out..."

"But we can give them one humongous repair bill!!" Hot Rod finished. "Trash them!!"

Kup caught another one of the Sharkticons, and ripped its tail off, swinging it around like a morning star as he smashed his weapon into several Sharkticon heads.

Hot Rod backed away from one Sharkticon, and smashed his fist into it's mouth, shattering the robot's sharp teeth. In anger, the Sharkticon took a swipe at Hot Rod, missed, and sliced open the head of a fellow Sharkticon.

Soon, however, the Sharkticons ganged up on the Autobots, and the single faced Quintession snarled in anger. "Execute them!!"

Suddenly, the door behind him groaned, and he turned to see it began a descent towards him. He tried to escape, but was trapped under the door as the Dinobots entered.

"Excuse me," Slag commented to the Quintession.

Grimlock looked at the Sharkticons, who had left Hot Rod and Kup. "Me Grimlock want to munch metal!"

The Sharkticons approched the Dinobots, only to have several of their kind crushed underneath Grimlock's foot. Wheelie, who was pertched on Grimlock's head, whipped out her small blaster and shot one of the Sharkticons. "That'll teach you to eat my family!!"

The Sharkticon ran over toward the two, and Grimlock roared at the Sharkticon, grabbing it with his mouth, and throwing it at several other Sharkticons.

"I never though I'd be glad to see those big bozos!" Hot Rod said.

"Me Grimlock no bozo, me King!!"

The multi faced Quintession snarled at the sight. "Sharkticons, execute them!!"

The Sharkticons transformed, and started towards the Dinobots, but Grimlock stomped the ground, sending the Sharkticons to the ground. "Me Grimlock say execute them!!"

The Sharkticons, quite surprised, looked at each other, smiled, and actually complied, racing towards their now fleeing creators.

"Well," Kup commented. "I think that the problems on this planet will soon be solved."

"Yeah," Hot Rod replied. "But it still leaves our problem. How are we going to get to Cybertron without a ship?"

"You get a ship if I get a trip," Wheelie said, walking over.

"Who are you?"

"Her Wheelie!" Grimlock replied, bending down and letting Wheelie get on his nose. "Her friend!"

"She'll be my friend too if she can get us off this planet," Hot Rod responded.

"Then take a stare over there," Wheelie answered, pointing towards what looked like a giant drill.

"That's a ship?" Kup said in disbelief.

"Who cares," Hot Rod replied. "As long as it flies."

Back on the Planet of Junk, Acree and the others had found the remains of Ultra Magnus. "Ultra Magnus..."

"WithouttheMatrix, thereisnohope, nohopenohope, nohope at all." Blurr replied.

"First Prime," Arcee stated. "Now Ultra Magnus."

Daniel shook his head, and gasped as he saw a bunch of robots headed for them. "Look!"

Hundreds upon thousands of robots came at them on giant motorcycles, their apparent leader calling out. "Don't look now, here comes trouble! It's time to play the game, End of the Line, My Valantine! Do ronnie, do ron ron ronnie ro!!"

The Autobots quickly transformed and raced off, Springer getting his tail lassosed by one of the junk-like robots. He pulled up hard and sent the robot crashing to the ground. However, the robot's cycle transformed into another robot, and the former rider became the ride, transforming into another motorcycle and letting his companion get on.

Two of the robots threw a net over Blurr, only to have it split as the Autobot tore off at high speed. One of the robots tried pounding Arcee, and was tossed off his ride as Arcee snagged his cycle's tire with a spiked catcher.

The robot and his ride crashed, and the cycle transformed into another robot, its previous rider transforming into another motorcycle, and the other robot hopped on as they tore off.

"These guys aren't hard to knock down," Springer remarked. "It's gettin' them to stay down!"

"They're indestructible!!" Acree yelled as she peeled away from her pursuers.

"And they're everywhere!!" Daniel said, seeing more and more robots pop out of the ground.

The leader stopped his ride, and smiled. "You check in, but you don't check out." He reached behind his back and pulled out a bladed chakram, throwing it at Springer, who dodged the weapon and reverted to robot mode, drawing his sword as a robot rushed him.

Springer transformed into ground mode, and shifted into revese, peeling away from his foe, but was caught by a large pile of junk, and reverted back to robot form, deflecting another blow from the robot, but the second one snapped his sword in half.

Suddenly, the robot went down from a girder that slammed into his head, and Springer smiled to see Daniel there, holding the girder. Just then, a shadow passed over the entire planet, and everyone looked up to see what looked like a giant, flying drill.

"Biwr...Steady as she goes, lads," the leader of the junk robots said. "Lots of visitors coming through by and by. Film at eleven."

The craft flew down and drilled into the planet, the green bottom extending out landing spikes, and opening a landing ramp, revealing Hot Rod, Kup, the Dinobots, and Wheelie.

Kup was about to bring up his gun, but Hot Rod stopped him. "Dude, guns aren't exactly friendly."

"Neither are they," Kup replied. "In case you hadn't noticed."

"What was that universal greeting again?" Hot Rod asked, then held up his hand. "Never mind, I remember." Pulling out an energon strip, Hot Rod smiled to the leader of the junk robots. "Bah weep, granah, weep, nini bong."

"Bah weep, granah, weep nini bong?" the leader replied, looking at the strip in Hot Rod's hands.

"Bah weep, granah, weep nini bong."

The leader smiled, accepted Hot Rod's gift, and lifted it up. "Bah weep, granah, weep nidy bong!!"

All of the junk robots chanted the universal greeting, and a party was soon underway. All of the junk robots and Autobots were dancing with one another, Hot Rod taking Acree for a twirl. "And you said I couldn't dance."

Wheelie and Daniel tried break dancing, and the human was most impressed by Wheelie's skill.

Soon, however, the leader of the junk robots banged on an empty oil drum. "Bwip! I amWreak-Gar! We are the Junkions!"

"Dude, where'd you learn to talk like that?" Hot Rod asked.

"TV!" Wreak-Gar replied, taking out a small monitor. "We talk TV! Do you talk some TV?"

"Hey," Kup replied. "I talk some TV. And now the news, don't touch that dial."

"Bah weep, granah, weep nini bong!" the Junkions yelled as several of them brought over the remains of Ultra Magnus, and Wreak-Gar smiled. "Well, look here Kemosabi! Your friend's gone all to pieces! We'll have him back together all shiny and new with a 90-day warrantee."

The Junkions quickly put Ultra Magnus back together, and polished him up with some whiteish goop. His chest section closed up as his power came back on, and the Autobot sat up in amazement.

"He's alive!!"

The Junkions helped Magnus to his feet, and he smiled at his friends. "You're, all alive!"

"The Matrix," Hot Rod said.

Magnus sighed, and lowered his head. "It's gone."

"And with it," Kup added. "All hope."

"Starfire has it!" Acree replied.

"Starfire?!" Hot Rod snapped. "Where's Starfire, where is he?!"

"And the answer is," Wreak-Gar said in reply. "Unicron."

"Then we've got to destroy Unicron!" Hot Rod replied, ready to take charge. Something inside of him somehow knew that he could lead his friends to victory.

"Yes, friends, act now; destroy Unicron! Kill the Grand Poo-bah! Eliminate even the toughest stains!" Wreak-Gar said in agreement, and he walked over to a strange pile of junk. "Hurry, hurry, hurry, sale must end soon! Rush right on down and test-drive latest model with no obligation!" Opening a panel, he pressed the four buttons in a sequence, and nodded. "New and improved Junkion Planet is sleek, sexy model with turbo handling!"

A sharply edged ship rose from the ground, and was propped up into launching position. The entire craft looked to be made out of junk.

Magnus smiled. "Hot Rod, you take Kup, Arcee, Springer and Daniel with you. The rest of us will go with the Junkions."

Hot Rod nodded as his group boarded the Quitession ship, the Junkions racing to their own craft, Magnus and the rest of the Autobots joining them as the Junkions chanted. "Destroy Unicron! Kill the Grand Poo-bah! Eliminates, even the toughest stain! Destroy Unicron! Kill the Grand Poo-bah! Eliminates, even the toughest stain!"

The two ships then launched as everyone was aboard each one, and streaked off into space, finally heading for Cybertron.

"Unicron!! I have the Matrix!!!" said Starfire as the words cut through the icy coldness that surrounded the planet eater. "Now it's my turn to torture you if you don't do as I say!!!!"

Legion stood to one side of Starfire as did Harbringer. They both looked grimly at their leader, and at Unicron. Deep down, both could feel the rage of the Chaos Bringer, and knew that he was already planning.

"You underestimate me Starfire, as you underestimate all others....including Galvatron."

"How dare you insult me!!! I killed Galvatron, just as I will you!!" Starfire countered, angered beyond belief.

"You have no idea," Unicron replied, but it was unclear as if he was speaking about Megatron, or him being destroyed, or both.

The "floor" beneath their feet split open, spilling light out as gears and connecters seperated, retracting into one side or the other. Sections opened to reveal limbs that extended out. Screws slid into his body, sections sliding down to smooth out his form.

The area before Starfire and his escorts retracted in, and slid away to reveal six, red crystal sections as Unicron's head came up. Feet extended out, opening to reveal themselves to be similar to Kranex's feet. Massive hands came out of his arms as the ring that had surrounded Unicron's planet form shifted to form wing structures, completing his transformation. For a time, I had considered sparing your wretched little planet, Cybertron. But now you shall witness its dismemberment!"

"NNOOOO!!!"

As Unicron reached Cybertron, he slammed his hands into its surface, ripping up the metal constructs that dotted Cybertron's surface.

"Decepticons, scramble!!" Shockwave ordered. "Cybertron is under attack!!"

Wave after wave of Decepticons began firing on Unicron, but it did no good as the massive metal monster merely slammed his mouth shut on a flight of jet protoforms, imploding them into mesh.

Starfire looked up at his "master", and fired his cannons, trying to stop the monster being before him, but the blasts did nothing to the mechanical demi-god, and Starfire and his companions flew off.

Meanwhile, Galvatron and Cyclonus had made their way off of the Junk Planet, and were now approaching Cybertron. That's when they saw the destruction befalling their home. "Unicron!!!" Galvatron bellowed. "Damn that idiot Starfire!! He's pissed off a god!!"

"And now our world is paying for his stupidity!" Cyclonus said in agreement. "You really should have killed him when you had the chance, it would have saved us all a lot of trouble!!"

"No matter," Galvatron replied. "We have to stop him. Cyclonus, get as close as possible, I'll try to stop him from the inside. As soon as I'm out, return to the Chaos, and rally those that are loyal to me. We need all the fire power we can get."

Starfire couldn't believe it. He had brough this upon his world, and now he had to stop it. "Legion, Harbringer, Stalker, Scourge! You will follow me! We have to get inside Unicron to stop him!"

"Are you crazy?!" Scourge replied. "I don't care what you do, but I will not lead the Sweeps to their deaths!"

Starfire was temtped to kill Scourge for that, then shrugged. "Fine, have it your way. The four of us will save Cybertron, and you will become and outcast for your cowardice!" With that, he lead his three servents towards Unicron, flying into his mouth before he could bite on them.

"I don't believe it." Springer said. The Quintession and Junkion ships had just arrived in time to witness the beginning of the carnage.

"Doesn't this remind you of anything, Kup?" Hot Rod asked, expecting Kup to have some war story comment for the situation

Kup shook his head. "Nope. Never seen anything like this before."

Daniel looked out the viewport, searching for Moon Base 2. "What happened to Moon Base 2? Where's my dad?"

"That's what we're going to find out," Hot Rod replied, and he pushed the throttle of the Quintession ship, leading the Junkions towards Unicron.

Unicron took notice of the new arrivals, and responded by spewing forth a blast of blue fire, hitting the Junkions with the blast, but their ship seemed to take it.

Wreak-Gar fought with the controls of his ship, and kept it on course. "Resists rain, fire, and corrosion for up to five years! Satisfaction, guaranteed!"

"Or your money back!!"

Seeing the Quintession ship head straight for him, Unicron spewed another burst of flames at them, and hit its side, blasting off a section of the drill blades, but Hot Rod managed to keep control and flew the ship straight into Unicron's left eye, smashing through the green optic.

Glass flew everywhere as Autobots spilled out of the Quintession craft. Hot Rod slammed onto a spike, and hung there as Arcee, Springer, Kup, and Daniel fell past him.

As the four friends landed, Arcee looked around and couldn't find a missing member of their group. "Where's Hot Rod?!"

"I don't know," Springer replied as he saw hundreds of pincer claws come flying at them. "But I hope they didn't get him! Run!!"

Meanwhile, Hot Rod tried to push off the spike he was on, and fell through Unicron's insides as the Decepticons and the rest of the Autobots fought against Unicron.

Soon, he landed on the bottom with a thud, and go to his feet. "Where am I?" He wandered around, then caught sight of some lights in the shadows - one blue, the other two, above it, red.

"The Matrix!!"

"It will do you no good, Autobot!" came Starfire's voice. "It can't be opened!"

"Not by a dumbass Decepticon!" Hot Rod replied.

"Like it or not, brat, we are now allies," Stafire continued. "United against a common foe in defense of.....AAAAAAAHHHHH!!!!"

"Destroy him, Stafire!" Unicron ordered. "Destroy him, or you shall be obliterated!"

"Yes, my master!!" Starfire screamed as the pain faded, and he snarled at Hot Rod. "Attack him!!" he yelled as he stood there and smiled as three other figures emerged from the shadows behind Hot Rod. Suddenly a sharp pain flew through Hot Rod's back as he yelled and fell to the ground.

"Remember me?" said Harbringer as he kicked at the Autobot's downed form.

"H-How did you survive?" Hot Rod muttered.

"I am the harbringer of death!! I AM IMMORTAL!!!" he laughed. Hot Rod grabbed his leg and pulled him forward. He yelled in surprise as he fell, letting go of his scythe. Hot Rod ran and sighed as he got away from the crazed Decepticon.

At the moment, a black and white figure got up behind Hot Rod and grabbed him around the neck.

"Remember me, brat?" he hissed.

Hot Rod turned around and found himself staring into Dax's face. "Good god.... what did they do to you, Dax?!"

"Only make improvements old pal of mine," Legion sneered as he threw Hot Rod down onto the ground and shot at him with his gun. Hot Rod rolled away and returned fire.

"Primus help me," he said as the bolt hit Legion in the stomach and he fell backwards. Hot Rod ran again, and decided to take out Harbringer once and for all.

Harbringer rolled over in time to see Hot Rod stand over him holding his scythe. Fright would be evident on his face would it have been seen and would beif he had a face at the moment. The scythe came down hard and sliced into his stomach. He yelped as the pain flooded every neural circuit he had. He spit energon out of his mouth as he flipped a gun out of his arm and fired it at Hot Rod, sending him falling backwards.

He got up and pulled his scythe out of his stomach, stopping only briefly to catch some energon of his in his hand and drink it again. He walked over to Hot Rod, picked him up, and laughed as he thrust him into a wall. Then he smiled. "Before you die, I wish you to see the face of your destroyer." With that his hood began to retract and his skull could be seen. It was rusting, and dried energon covered it.

Hot Rod's face gasped in horror. "What are you?!" He tried frantically to get his arms up, fired, hoping that Harbringer would let him go, and the blast hit the Decepticon's arm guns, triggering an overload. He screamed as his arms exploded, sending him flying into the shadows to be knocked unconscious.

Legion growled as he leapt at Hot Rod, taking the distraction, and going right for his throat. "You don't understand! Unicron made me better, made me whole!! Now I can repay you in kind for what you did to me!!!" He sent a fist right into Hot Rod's stomach, making him keel over and then uppercutted him, sending the Autobot crashing to his back.

Slowly, Hot Rod got up and held his arm, just waiting for the right moment. He sneered as Legion drew closer. He didn't want to do this, but if it came down to one of them of them living.... As Legion got closer, he sprung into action and fired. Legion fell to the ground, and Hot Rod walked over to him, looking into the face of his would be killer.

"H-H-Hot Rod...help me," Legion whispered as the small part of him that was still Dax recognized what was happening to him. Hot Rod sighed and hit him with heel of his foot, knocking him unconscious.

Starfire growled as he looked at the triumphant Autobot. As Hot Rod checked to see if his former friend was still alive, Starfire walked over and pointed his plasma cannon down at him.

"Compassion always was an Autobot's weakness," he sneered as his cannons powered up.

Unicron fired his remaining eye's optic beams, trying to draw a bead on the Dinobots as Grimlock lead them against Unicron, all of them transforming. "Me Grimlock kick butt!!" He slammed his feet into Unicron's back, but it didn't even make a dent.

Sludge slammed his tail into Unicron's side, still doing no damage as Swoop came by, firing his missiles into Unicron's back. Slag came down and let out a blast of fire, but still, nothing could affect the massive robot.

Unicron swung his hand back and grabbed at the Dinobots, barely missing as the reverted to robot mode and flew off.

"Me Grimlock need new strategy."

Acree, Kup, Springer and Daniel ran through Unicron's innards, fleeing from the pincer claws, when Daniel stumbled, and hit the ground. "Acree!! Help!"

"Daniel!!"

The boy fought against the claws as they reached him, getting some help as Arcee opened fire, hitting the pincers as Springer and Kup brought their firepower to bear, and a wild shot hit the side of the wall, a water-like liquid gushing out and sweeping the group away.

They reached a divider as the rapids pushed them along, Daniel becoming seperated from the Autobots as the water swept him into the right fork, the Cybertronians being swept away into the left fork. He was dunked and dropped down waterfalls before reaching a stop, and when he stepped onto dry "land", what he saw was horrifying.

A huge vat of purple acid stood before him, and robots were being dropped into it, melted away. Daniel though he saw two of the Autobots being dropped in, then saw a very familar face several rows back. "Dad!!"

"Daniel!!" Spike cried.

"Dad, what do I do?!"

"Knock down the acid cover!" Spike replied.

"But I don't have a weapon!"

"Use your exo-suit!!"

Daniel opened a panel of his suit and pressed a few keys, the thrust vent on his elbow section firing a burst of flame.

"Hurry!!"

Daniel pressed the left red button on his suit's chest, and transformed his arms into welding cannons, firing away at the hydrolic strut, hitting his target just Spike and the Autobots behind him were released.

"No!!!" Looking away, Daniel closed his eyes, angry with himself.

"Daniel!!"

Daniel looked up, and smiled as Spike, Prowl, Jazz, and Cliffjumper came into view, standing on the acid cover. "Daniel, you did it!!"

"Yeah!!"

Starfire smiled evilly as his guns began to charge. "Now Autobrat, prepare to be one with the Matrix," he laughed. Suddenly, a loud roar was heard, and a fusion cannon bolt hit him, slamming him to the ground. "Who would dare?!" he bellowed as he stood up again, but then he saw a silver and purple figure emerge from the shadows, and his mouth dropped. "G-G-Galvatron...how?!" he yelled.

Galvatron glared at Starfire. "No one attempts to kill me and lives, Starfire," he said, ice in his tone.

"No, I-I-I killed you!! I finally had you out of the picture!!" Starfire said as another energy bolt ripped through his side, and he struggled to get up. "No matter," he said, trying to regain his dignity. "I'll destroy you again!!" He charged up his plasma cannons and let two bolts of pure energy flow from them at Galvatron, who dodged with ease.

Galvatron sneered. "Look at you. You can't even kill a half-human Autobot!"

Starfire wheeled around and looked in horror as Hot Rod slammed into him. "NO!!!" he yelled as he and Hot Rod crashed to the ground. "I'll kill you!! I'll crush you with my bare hands!!" He grasped Hot Rod's neck, and smiled evilly as he started to choke him. "DIE!!"

Hot Rod gagged as Starfire tightened his grip. "No..."

"First, Prime," Starfire stated. "Then, Ultra Magnus. Now, you. It's a pity you Autobots die so easily, otherwise, I might have a slight sense of satisfaction by now!!"

Hot Rod started to black out, then grasped the Matrix as light blasted from the glowing core. He felt strength pour into him, kneed Starfire in the groin, and pushed him away, the chains that held the Matrix to his body snapping as Hot Rod rolled away.

"No!!" Starfire yelled, recovering from his injury.

Hot Rod raised the Matrix above his head, and felt something within himself. A power that had always been there, but never before unleashed until now. His body grew and began to changed in form, growing stronger, more powerful, and his face changed as well, his youthful look vanishing as he seemed to age a bit and gain incrediable wisdom. No longer the teenage-like Autobot born from a human, he now looked wiser, and more powerful than ever before.

A strong voice echoed in his mind, as if to christen him as something more than what he was. "Arise, Rhodimus Prime!!"

"Optimus...."

Starfire looked on in horror. What had he just done? Because of him...no because of Galvatron...there was a new Prime. He yelled in fury as he let both of his plasma cannons go and hit Rhodimus Prime. To his utter shock, the blasts did nothing, not even a mark was on Rhodimus' chest. Several more blasts fired, but still, Prime hadn't taken even a sctrach. In a fit of fury, he fired at the Matrix, knocking it out of Rhodimus' hands and it rolled away a bit.

"This is the end of the road, Starscream!!" Rhodimus raced at Starfire, slammed his fist into the Decepticon's face and grappled with him, overpowering Starfire and slamming him to the ground. Starfire got back to his feet just only to have Rhodimus level his newly enhanced fusion blasters at him and fire. Two shots hit him in the stomach and he buckled over. The third passed over him and hit a wall, causing it rupture and explode.

Soon all of the air was rushing out of the room. Galvatron instinctively magnetized his feet, and he stood in place as did the new Autobot leader, but Starfire was damaged, and he began to fall towards the vacuum of space. Suddenly his hands shot out and grabbed on to some titanium which was connected to the ceiling.

"I won't be beaten this easily!!" he said, trying to talk over the roar.

Galvatron suddenly saw his chance and fired his fusion cannon at the titanium, destroying it and sending Starfire flying off into space screaming. "NOT AGAIN!!!"

Seeing his job was done, Galvatron looked at the new Autobot leader. Should he attack? No, he thought. I will let the human live today. He has been most helpful in destroying my enemy. He nodded to Rhodimus, gave him a salute, and fired at Unicron's side, blasting out a hole and jumping out before the force fields snapped into place.

Rhodimus considered going after Galavtron, but it was pointless. Besides, the Decepticon had aided him in stopping Starfire. In a way, that earned him at least some respect. It was like when Megatron had tried to keep him alive when he was human. He didn't have to like the Decepticon leader, but at least he gave him a bit of respect.

Picking up the Matrix, Rhodimus held it at chest level and slowly slipped his fingers into the grip holes, something that Magnus and Starfire hadn't done, but that wouldn't have mattered. He was the Chosen One, an Autobot from the Unknown, born from a human mind placed in a robot body to save his life. Primus foretold right, and now, it was time to fulfill that Prophecy.

Energy coursed through his body as he slowly began to pull on the handles of the Matrix. "Now...." he said, the Matrix unlocking and it's power beginning to lash out. "Light our darkest hour!!"

As he unlocked the Matrix, energy, pure energy, lashed out and flowed into his body. As the glowing cystal-like core of the Matrix flared up, energy lashed out and went blasting throughout Unicron, destroying his systems and power cores. No part of Unicron's body was safe from the energies that were unleashed. His body began to thrash with the meeting of his unholy essence and the energies of the Creation Matrix. His lifeforce tried to cancel out the power of the Matrix, but the latter's energies were too powerful.

Light burst forth from the seems of Unicron's body. He grabbed his leg in attempt to hold it on, but it was ripped apart by the power of the Matrix. Pain screamed through his body as the Matrix's power tore him apart.

Springer and the rest of the group who had crashed into Unicron, minus Hot Rod, and plus Prowl, Jazz, Cliffjumper, and Spike, continued to fight off the pincers. Suddenly, a lash of energy slammed into the pincers just as one trapped Springer's neck against a column, which promptly exploded.

"What's going on?!" Acree yelled as the area around them began exploding.

"No time to answer that now. Let's get outta here!" Springer yelled.

Just then, Unicron's fingers tore into the compartment, and everyone ducked.

Just as they were leaving, Daniel turned at the sound of metallic footsteps. "Look!"

"Who is that?!" Springer stated, but that soon became very evident.

Racing from the self-destructing innerds of Unicron's body came the intesified form of Rhodimus Prime, much taller, and stronger looking than Hot Rod. He ran to his friends, and gave the order he had once taken for seven long years. "Autobots!" he called, his voice bassful and commanding. "Transform, and roll out!!" He himself transformed, and the difference between his old vehicle form as Hot Rod and his new one as Rhodimus Prime were seen.

He now sported golden lightning bolts across his front sides, and a sleek trailer appeared from behind him, covering an entire three quarters of his transformed body. Rhodimus opened his canopy as Spike and Daniel got in, and reved up. "Move it!"

Everyone transformed, racing away from the oncoming flames, and Kup smiled to himself.

"I knew you had potential, lad!" he remarked as he too transformed, and they all raced away from the destructive flames from deep inside Unicron. Reaching the remaining optic, Rhodimus hit the nitros and smashed through the green eye, the Autobots flying into space as Unicron flew away from Cybertron.

Unicron whirled in sheer agony. The energies of the Matrix were tearing him apart, and there was nothing he could do to prevent his death. As a last thought, he put the three of his unconscious creations in a force field and launched them to Cybertron. They would survive and with them he himself would survive, at least a small part of him. Still, he could not help but think that it was still too much and that he would be destroyed.

He flew away from Cybertron as light began to burst from every seem of his body, and pain filled ever fiber of his being. "Destiny! You cannot...destroy...my...desstinee!!!"

Suddenly, a huge blast of light filled space, blinding Unicron from view, and then, there was nothing. Nothing remained of Unicron in the space around Cybertron. The Dark Fallen God, was no more.

As the Autobots gathered outside what had once been the secret Autobot headquarters of Iacon, Rhodimus stepped out, a broad smile on his face. "Let this mark the end of the Great War of Cybertron, as we step into a new era, of justice and unity!" Then, unable to contain his joy any longer, he thrust up his hand in victory. "'Till all are One!!"

Wounded, Stafire hurtled through space. He was too wounded to transform, and so he could only try to navigate his way pitifully. He had collided with a few asteroids weeks ago. He was now travelling at FTL speeds, one of the last commands to his system Unicron made. He was bored..then, out in the distance, he caught a glimpse of a strange orb flying at him.

"Not again," he muttered. It was a planet this time, though. Red and full of lava. Slowly, he plummeted into the atmosphere, and crash landed in the ground just inches away from a lava pit. He collapsed from exhaustion, and waited to be found.