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Megatron lowered himself down towards the Optimus and his team. "Is that who I think it is?", Bulkhead asked.

"How is that possible?", Prowl questioned. Megatron then landed and prepared to fight.

"I don't know but he doesn't look to interested in explanations.", Optimus said, as he got his battle ax ready. "Fine by me. I hate small talk!", Bulkhead shouted out, as he sent his wrecking ball at Megatron.

But, Megatron quickly sliced it off. Bulkhead then tried to tackle him, but was hit back into a near by building.

Prowl then tried to make a attempted to take him down, throwing his ninja stars. But, Megatron just spun his sword, deflecting them.

He then tried to stab Prowl, but he dodged hiding behind a pillar. But, this resulted in it falling apart about to land on some children.

"Time to borrow a move from the Bumblebee play book.", Optimus said, as he caused his wheels to come out to the side of his feet and used his ax's fire power to push him forward, grabbing the two children just in time. Setting them down.

"It's not going to be getting any safer around here! Go!", Optimus ordered. The two kids then took off screaming.

Meanwhile, Megatron had Prowl trapped under his foot. "Don't think how I've forgotten how you sliced off this arm. I've been waiting 50 stellar cycles to pay you back.", Megatron said.

He then brought his sword down, preparing to kill Prowl. However, Optimus sets his ax over, knocking the sword out of his hand.

"Looks like your going to have to wait a little longer.", Optimus told him. He then brought up his battle mask and prepared to hit Megatron with his ax.

But, Megatron was prepared, as he blocked his blow and kicked Optimus into his sword and went flying off into a building. Megatron then went to grab his sword, but Optimus wrapped his grappler around his feet, tripping him.

But, as Megatron stood up, he broke the cable, grabbing the end of it and sending Optimus into another building. Up in the tower, Lugnut, Blitzwing, and Serenity, who was forced to watch, as their master took down Serenity's family.

"Autobot scum! I will help Megatron crush the enemy!", Hothead shouted out, as he started to go out. But, Lugnut grabbed him, holding Serenity's shoulder in the other servo.

"Megatron did not ask for help!", Lugnut shouted out. "Release me at once, you over grown oil leaker!", Hothead shouted out.

While the two argued, Serenity saw the professor looking up at her with sad eye. She signaled her eye's over to the ladder.

Understanding what Serenity meant, Professor Sumdac started to climb up. But, he was stopped, as a shadow stood over him.

"I would advise you to remain where you are, Professor Sumdac. Now, put your hands over your head.", Icy Blitzwing commanded. Serenity took this as a distraction.

They would be too busy with her to deal with the professor. Serenity then grabbed Lugnut's servo and threw him over her and into Blitzwing.

"Go, Professor!", Serenity yelled out, as she grabbed her wand that Blitzing had dropped. She then hits the ceiling above the two Decepticons, bringing more of the roof down on the two of them.

This traps them in a pile of debris. Serenity then started climbing down the tower and toward the fight.

On the roof, Starscream was holding a struggling Bumblebee by the neck cables and over the edge. "So, give up yet?", Bumblebee asked, sarcastically, as he tried to kick him.

Starscream looked from his prisoner down to the waging war below. "I should have pulled the plug on Megatron while I still had the chance. So, do I help the Autobot take him down?", Starscream asked himself, as he juggled Bumblebee like a ball, and then held him over the edge again.

"Or serve Megatron until a better opportunity presents it's self?", Starscream continued. Megatron then brought his knee into Optimus, slamming him into a car.

But, Optimus quickly got up. "Do your worse, Megatron. I'll never give up the location of the Allspark!", Optimus said, as Megatron towered over him.

"Oh, I don't need you for that, Autobot. The child's key will lead me straight to it.", Megatron declared, as the key shown a light beam, leading to the ship. "No!", Optimus shouted out and started to charge. 

But, Megatron kneed Optimus in the stomach and then grabbed him by the neck. He then slammed him into another building. 

"And the sweet Princess Serenity. You need not worry about her. I'll take good care of her.", Megatron said. Optimus struggled even harder at that. 

"No-", Optimus tried to said. But, Megatron started tightening his grasp. 

Energon soon leaked down Optimus's neck and just when he was about to be crushed. "NO!", Serenity exclaimed. 

Megatron was blasted into the sidewalk by Serenity, as she leapt down and took a protective stance in front of Optimus. "Why do you insist and protecting him?", Megatron asked, as he dusted himself off. 

"It's none of your business.", Serenity replied. "Oh! But it is, dear princess. Your father was the Fallen, an Autobot traitor.", Megatron told her. 

"Tell me something I don't know.", Serenity said. Megatron soon started walking closer. 

Serenity then charged. When Megatron tried to grab her, Serenity slid underneath him and turned around and shot him in the back.

"You even fight like a Decepticon.", Megatron said. "I'm. AN. AUTOBOT!", Serenity yelled out, as she tried to dodge him again.

But, it was resulted in Megatron grabbing both of her hands, crushing them between his grasp. "You were never meant to be an Autobot. Your father promised you to me.", Megatron said.

Serenity then froze up. "You were always meant to be with me. Not a low life Autobot.", Megatron stated, motioning over to Optimus.

"He's not a low life Autobot! He's got more spark than you could ever have!", Serenity defended. Megatron jerked her to his chassis, putting his other hand on her head.

"Let's see about that.", Megatron said. He then pushed Serenity to meet his own mouth, as he kissed her.

Serenity tried to scream, but Megatron wouldn't let her. He lets go of her hands, as he brought his other arm around her pushing her closer towards him.

"GET AWAY FROM HER!", Optimus yelled out. Megatron was then hit in the shoulder by Optimus's ax, resulting in him breaking the kiss.

Before Megatron could pull the ax out, Optimus kicked him sending him away from Serenity. Optimus quickly helped her up.

"Stay behind me.", Optimus commanded, as Megatron stood up. "You can't protect her, little Autobot. I will have her.", Megatron said.

"Not if I can help it!", Optimus said. He then went to attack, sending foam into Megatron's face and blinding him.

While Optimus got out his ax, Serenity then shot Megatron away. Megatron then got up and started charging his canyon, preparing to shoot Optimus.

When he fired, Serenity pushed Optimus out of the way and was hit in the shoulder. She soon went sliding to others.

"SERENITY!! You'll pay for that Megatron!", Optimus exclaimed. He then started to charge at him.

But, Megatron hits Optimus in the face with the key, sending him next to Serenity. Megatron grinned, happy to be back in action.

He then turn towards Lugnut and Blitzing, who had finally gotten out of the debris. "To me, my loyal Decepticons!", Megatron commanded.

Lugnut and Blitzwing flew down, as Starscream threw Bumblebee into the tower. "Ah, it looks like my decision has been made.", Starscream said.

"Oh, great and glorious Megatron! We are ready to serve you-", Lugnut praised. However, his regular praise was cut short, as Starscream landed on top of his head.

"I'm ready to serve as your ever faithful second in command.", Starscream said, as he went and stood next to Megatron. "Ah, Starscream. How fitting to have you by my side as I finally take my revenge on the one responsible for my 50 stellar cycles of helplessness and humiliation!", Megatron said.

He then brought up his canyon and it looked like he was preparing to destroy Optimus. But, he instead brought his fist with the key on it into Starscream's chest, making him cry out in pain, as he went offline.

"Does anyone else have a problem with my leadership?", Megatron asked. Blitzwing and Lugnut quickly shook their heads no. 

"We're good.", Blitzwing replied. "NEVER!", Lugnut added.

"Where was I?", Megatron asked, turning to the Autobots, only to see them and the princess gone. "After them!", Hothead shouted out. 

"Leave them, Blitzwing. The Allspark takes prescience over a few insignificant Autobots. And once I have the Allspark, the princess will not be able to hide from me any longer. Besides, they're not gone from this world.", Megatron said, as he used the key to track the Allspark. "Decepticons, transform and rise up!", Megatron ordered. 

With that said, Blitzwing and Lugnut transformed, while Megatron did his first transformation since being back, into a helicopter. At the Sumdac Tower, Prowl, Bulkhead, Optimus, and Serenity all hid. 

Optimus sets Serenity down gently by the tree and then had a rest himself. The professor then came down and saw the state they were in. 

"Oh dear, this is all my fault.", Sumdac said. "You had nothing to do with this, Professor.", Optimus tried to defend. 

"But, I did! I rebuilt Megatron. 50 years ago, I found his head crashed in a field. I reverse engineered his robotic technology to create my own automatons.", Sumdac explained. "Are you saying...", Optimus trailed off. 

"My entire robotic empire is based on your worse enemy.", Sumdac confirmed. "You had Megatron all this time and you never told us?", Bulkhead asked, a little bit of anger creeping into his voice. 

"He tricked me! He told me that he was your friend and that he couldn't face you in his damaged state! That I should keep his existence a secret!", Sumdac answered. "And you trusted him?", Prowl asked, now angry. 

"Give him a break!", Serenity defended, trying to stand up. "They aren't called Decepticons for nothing.", Serenity, wincing in pain. 

Optimus then rushed over to her side, supporting her. "None of that matters now. We need to keep Megatron from getting his hands on the Allspark.", Optimus said. 

"How? I'm so banged up I couldn't even transform into a trash heap.", Bulkhead stated. "And without Sari's... Ah... Key to repair us... Ah... We don't even stand a chance against one Decepticon. Let alone three.", Prowl stated. 

"Sari's key! There may be some residual energy in my lab equipment!", Professor Sumdac exclaimed. "Okay, it's worth a shot. Let's get Bumblebee down from the roof. I'm sure he could use a jump start, too. I just hope Ratchet can hold off the Decepticons, until we get there.", Optimus pointed out, as he led Serenity up the lab. 

Meanwhile, inside the ship. "Teletrain-1. Run a complete security system's check.", Ratchet ordered, as a drone shot out scanning. 

"Intruder alert!", the drone warned and showed a picture of Sari riding on Blackarachnia. "Uh, are you sure this is the right way to the Autobot ship?", Blackarachnia asked, annoyed. 

"Sure as the last 20 times you ask me.", Sari replied. "Word of advice, don't mouth off to a giant poisonous spider.", Blackarachina told her. 

"Is that suppose to scare me, Bug Lady?", Sari asked. "No.", Blackarachina replied. 

She then transformed. "This is suppose to scare you!", Blackarachnia yelled out. 

"Fine! Maybe I won't take you to the Allspark.", Sari said. Blackarachnia then grabbed Sari and held her at eye level. 

"Oh, just give me an excuse, kid. Wait a minute...", Blackarachnia said, as she looked around. "Those are my tracks ahead! You have been leading me in circles.", Blackarachnia continued. 

"Uh, oops.", Sari said, sheepishly. "Tell me where the Allspark is and I may let you live!", Blackarachnia demanded. 

"I'll give you a hint. How long can you hold your breath?", Sari asked her. "It's underwater?! My organic half can't possibly survive!", Blackarachnia said. 

"Kind of what I was hoping.", Sari smiled. "You miserable little-", Blackarachnia growled. 

But, she didn't get to finish, as the ship took off with Sari and Blackarachnia on top. Sari then bit her, causing Blackarachnia to release Sari right into Ratchet's hand. 

As the ship gained more momentum, Blackarachnia tried prying the door open. But, she ended up falling off. 

"I was keeping her distracted. You believe me, right?", Sari asked. "Right now, I'm more concerned about the others.", Ratchet answered. 

"No problem! We'll just fix them up. I mean, it's not like you lost my key or anything.", Sari said. Ratchet then looked away guiltily, as Sari caught on to this. 

"You LOST my key?!", Sari exclaimed. "Technically, I lost my hand. It just happened to have your key attached to it.", Ratchet corrected her. 

"I don't believe this! After all about that, how I couldn't be trusted with it?", Sari said. "If it's any constellation, I wasn't looking forward to telling you this. Given the choice, I would rather face down Megatron himself.", Ratchet told her. 

"Um, Ratchet? I think you might get that chance sooner than later.", Sari said, as they saw the three flying machines behind them. Meanwhile in the lab, the professor was helping to repair the bots. 

"Not exactly battle grade, but at least we're back on our stabilizing servos.", Optimus said. "We weren't exactly Autobot academy material to begin with anyway.", Prowl stated. 

"Guess we really are just repair bots.", Bulkhead said, disheartened. Serenity then lowered her head. 

"And a half breed.", Serenity mumbled, but Optimus heard her. "Well, what do you expect from a bunch of undisciplined insubordinate malfunctions and a half Decepticon anyway?", Bumblebee asked, glaring at Optimus. 

"I was out of line when I said that, okay? And maybe you maintenance bots could teach this academy bot how to repair a few friendships. And maybe the half breed can teach me how be a real Autobot.", Optimus said, as they all put their hands in the middle together as a team. "Okay, we need to get ready. Mr. Sumdac, do you have anything we can use against the Decepticons?", Serenity asked. 

"I will see what I have, but I don't manufacture weapons.", Mr. Sumdac replied. "Just try. Meanwhile, Prowl, go with him to help him. Bulkhead, Bumblebee, see if you can get in contact with Sari. We need to make sure she's okay.", Optimus commanded. 

Everyone nodded and headed put to do their thing, leaving Serenity and Optimus alone. "Um, Optimus? What are we going to do?", Serenity asked, as Optimus turned to Serenity. 

"I need to mend more than a friendship with you. I need to earn back your trust. You were right about me keeping you a prisoner, that resulted in you getting captured. I can never forgive myself for that.", Optimus answered. Serenity soon entwined her fingers with his. 

"You weren't yourself, Optimus. You were scared and you let that control you. If any one should know how that feels, it should be me.", Serenity said. Optimus then looked into her eyes. 

"You were acting like Sentinel. Why?", Serenity continued. Optimus then turned away. 

"When we went to that organic planet, I tried to warn them. But, they didn't listen. I thought if I acted more like Sentinel, since he's still in the Elite Guard, I might spare my team the same pain.", Optimus told her. Serenity then grabbed Optimus' shoulder and pulled him towards her and gave him a hug. 

"Optimus, you can't blame yourself for what happen. You need to lead the way you were meant to. Not Sentinel's way. His leadership stinks.", Serenity said. Optimus chuckled at that. 

But, as Serenity pulled away, Optimus felt the sorrow take him over again. "Serenity, I'm also sorry for what I said about your linage. I have no excuse for that.", Optimus said, as he looked down in shame. 

'I love her so much! How could I have even said that? How could I hurt the one I care about most?', Optimus thought, angry and ashamed of himself. Serenity put her hand on his chassis, feeling his spark quicken. 

"Please, Optimus. I already forgave you for that. I want you to forgive yourself.", Serenity told him. Optimus looked into her eyes and saw she truly meant it. 

"And I'm sorry about slapping you.", Serenity continued. "I deserved it. Maybe you knocked some sense into me.", Optimus said. 

Serenity then giggled. Optimus put his hand over hers, squeezing it slightly. 

"We better see how the others are doing.", Serenity said, as she went to move away. But, Optimus continued to hold her hand. 

"Serenity, I'm not sure if we'll be able to pull through this one.", Optimus said. "Optimus, we have to. If we don't, Earth and Cybertron are doomed.", Serenity told him. 

Optimus then looked down. "If it comes down to where we can't defeat Megatron. We have to shatter the Allspark.", Serenity continued. 

Optimus' head soon shot up. "But, we don't know what that would do to you, Serenity. You have a piece of it inside of you!", Optimus said. 

"It doesn't matter. We can't let Megatron have it, if we do-", Serenity tried to said. However, she is stopped by Optimus placing his mouth over hers and just as quickly pulls away. 

"I can't lose you.", Optimus told her. "Serenity, I love you. I know you probably would want someone better. Especially after what happen, but I had to get my feelin-", Optimus continued. 

Serenity then stopped him by placing her own kiss on Optimus. This one lasting longer, as they melted into each other. 

When they finally break away. "Optimus, I love you so much. And don't you ever think I wouldn't want you, but we have to do this.", Serenity said. 

Before Optimus could reply, however, Ratchet called him through his comm link. "Prime, Ratchet. Three Decepticons on our tail.", Ratchet said. 

"Do not engage! Repeat do not engage! We need to lead the cons off planet first. Then, keep Earth out of the cross fire.", Optimus commanded. "Copy that, Prime. Over and out.", Ratchet responded, as the rest of the team came back. 

Then, the professor showed up. "Let me come with you.", Mr. Sumdac begged. 

"No. It's to dangerous, Professor.", Optimus stated. "But, I insist! I'm the one responsible for unleashing Megatron in the first place. There must be something I can do.", Mr. Sumdac pleaded. 

Prowl then turned to Bulkhead and Serenity. "Think he can be trusted?", Prowl asked them. 

"Even if we can, he's just a human. How is he going to fight Megatron?", Bulkhead asked. "Don't down him out, yet. He want's to make up for what he's done.", Serenity defended. 

"And what about Sari?", Bumblebee asked, just as the ship came over and opened up revealing Sari. "What about me? If you think I'm letting you gear heads out of my sight, you're nuts! And I don't mean the kind that come with bolt.", Sari said. 

Serenity then held back a chuckle. "That's my girl.", Serenity said. 

Then, there was a blast, as the Decepticons attacked. "No time to argue! Decepticons in targeting range!", Ratchet yelled out. 

Prowl then picked up the professor and Optimus picked up Sari, as they got into the