It was Christmas Eve. Everyone was shopping or preparing for the holidays.

Except for two Cybertronians. "Hey, Prime! Seri! How come you guys are still patrolling?", Jetstar asked.

"Everyone is back at the plant and ready to party.", Bumblebee finished for her. "It's Soundwave. I see him everywhere I look.", Optimus said, referring to all the posters around the city of the new Soundwave toy.

Serenity then transformed. "I know what you mean, Optimus. It's a little bit unsettling.", Serenity said.

Optimus then transformed with her, as they looked at an advertisement for the toy. "The interactive Soundwave toy sings! He dances! He does it all! And he can still be delivered just in time for that last-minute gift.", Powel said, as the phone rang.

"Oh! We have another caller.", Powel continued. Then, Mr. Sumdac appeared on the screen.

"That toy rightfully belongs to me, Powel! You are a thieving crook!", Mr. Sumdac said, angrily. "And a Merry Christmas to you too, Professor Sumdac. But, I acquired these toys patterns fair and square when I own your company. Now, I'm sharing Soundwave around the world. For only 19.99 each.", Powel told him.

"19.99?! How does he do it?", Mr. Sumdac asked. "Prime, I knocked Soundwave into a million pieces. Do you remember, Serenity? He can't hurt us now.", Bulkhead asked, through the comms.

"Yeah, I remember. But, we also thought he was a toy back then too, Bulkhead. What if this is different?", Serenity said, shivering a bit. Optimus wrapped his arm around her, as she leaned into his touch.

"I looked into it, Serenity. It's just a toy. From what I've heard, that toy that was created back then was made by Megatron. This toy is just made by humans.", Harvester stated. "Yeah, come on home. Sari is showing us how to celebrate the holiday season in style.", Bumblebee added.

"Tell them we are making oil nog.", Sari said. "Oil nog?", Optimus and Serenity both asked at the same time, while looking at each other.

"I'm afraid to ask.", Optimus whispered to Serenity, before kissing her on the forehead. Sari then called them through the comms.

"Come on, Sis! This will be so much fun.", Sari said. "Okay! Okay! We're on our way. Love ya!", Serenity said to her little sister.

"Love ya, too! And tell my future brother-in-law I said hi!", Sari said, before signing off. Both Optimus and Serenity blushed at that.

Then, a small Soundwave toy walked right in front of Optimus, before it disappeared into the crowd. "Did you see that?", Optimus asked Serenity.

"See what?", Serenity asked. Optimus didn't answer her, as he started to pursue the toy.

"He's up on the tracks.", Optimus said, while pointing. "Give me a boost.", Serenity said, as Optimus lifted her up.

But, when Serenity saw up, a train started coming right at her. She let go and fell into Optimus's arm.

"Serenity, are you alright?", Optimus asked. She just nodded in response.

"Okay... Maybe I just got Soundwave on the processor.", Optimus said. Then, the couple noticed all the looks they were getting from the people.

Some even taking a picture. Optimus set Serenity down, as they both transformed and started heading home.

At the base... "What do you think we got?", Bulkhead asked Bumblebee, as they were shaking their presents.

"We can find out if we run them through Ratchet's x-ray scanner.", Bumblebee suggested. "Only if you want to end up on Santa's naughty list. Besides, I don't think your guy's girlfriends would be too happy with that. Put them back under the tree and come help me decorate.", Sari ordered.

"Busted...", Bumblebee said, sadly. "Yeeeah... Okay!", Bulkhead said, while putting his present down.

As they started decorating the tree, what no one noticed was a Soundwave toy coming out of one of the presents and making his way over to the oil nog. He then puts something in it.

"And I'm telling you, there is no way this Santa Clause could deliver billions of presents in one night!", Ratchet stated to his sparkling, who was walking beside him. "What about time travel, Sire?", Harvester asked.

"I can think of another way.", Prowl smirked, as he lets go of Violet's arms. He then gets his holo-projector to make three of him.

"Ho, ho, ho.", Prowl continued. Violet giggled, as Prowl cuddled her.

"A sound theory, Prowl!", Serenity praised, while walking in with Optimus. "We did see multiple Santa's in the shopping district tonight.", Optimus finished.

"Don't try to explain the magic.", Sari said, while throwing two Santa hats to Optimus and Serenity. Both of them landing on their heads.

"Just accept the holiday season as a time when dreams come true.", Sari continued, while walking over to the oil nog and handing it out to them. 'A time when dreams come true...', Serenity thought, while looking at Optimus.

"It's also a time to be thankful for the things you have, like family.", Sari said. She then looked over to see Serenity still staring at Optimus.

That gave her an idea she would execute in the morning. "To family then.", Optimus raised a toast.

"To family!", Everyone cheered, before drinking the oil nog, while Soundwave watched. Later that night, all the bots were gathered around the fire and getting sleepy.

"Woah! What's in this stuff anyway?", Bumblebee asked, while snuggling close to Jetstar. "I don't know. But, my processor is pretty fuzzy.", Bulkhead said.

He then looked down to see that Harvester had fallen asleep on his lap. "Yeah, it sure got me ready for a status nap.", Ratchet said, grabbing Harvester out of Bulkhead's lap and started carrying her to bed.

"And me as well...", Prowl said, standing up and offering Violet his hand. "What?! No waiting up for Santa? You guys are a bunch of party poopers. Seri! Come on! Stay up with me. Sisters have to stick together!", Sari begged.

"Sorry, Sari. But, I'm exhausted.", Serenity said, as Optimus wrapped his arm around her. "There is still tomorrow, Sari. Oh, and... Uh... Merry... Merry Christmas.", Optimus said, yawning.

"Merry Christmas, big guy. And present dream.", Sari said. All the mechs walked their fem bots in their rooms.

Except for Bulkhead. Because, Ratchet still had a hold of Harvester and growled every time Bulkhead got too close.

"Goodnight, Optimus. Merry Christmas.", Serenity said, standing in her open door. "Good night, Serenity. Merry Christmas.", Optimus said back.

He then pecked her on the cheek and went to his own private quarters. His vision getting blurry, until sleep won out.

As Optimus woke up... "Huh? Something doesn't feel right.", Optimus said.

He then lifted his hands to find they were flesh rather than metal. "My hands! AHHHHHH!!!", Optimus screamed, before falling off his bed.

He then looked in a small mirror, before seeing himself as a human. "By the Allspark.", Optimus gasped.

In all the other rooms, the Autobots ran out screaming. "Prime? Look at you! You're hideous!", Bumblebee yelled out.

"We are all hideous! We are people!", Bulkhead screamed. "And you're so small.~", Bumblebee teased.

"Knock it off! I'm still bigger than you!", Bulkhead defended. "There has to be a rational explanation for this.", Optimus tried to calm everyone down.

"Hey, where are the girls?", Bumblebee asked. Then, a bunch of screams was heard from down the hall.

All the guys ran in to see their fem bots trying out their new bodies. Jetstar jumped off the medical bed, seeing if she may still have her jet powers, which she didn't and caused her to land on top of Bumblebee.

Harvester was frozen at the screen, looking she had seen a ghost. And Serenity was trying to walk, but ended up stumbling over into Optimus' arms.

She then looked up at him. "Optimus? Is that you?", Serenity asked.

Optimus was stunned silent for a moment. "Seri?", Optimus asked, completely shocked.

He had to admit, though. She even looked beautiful as a human.

Ratchet and Bulkhead moved over to where Harvester was. "Harvester! Honey, are you okay?", Bulkhead asked.

Ratchet shook her a bit. "Snap out of it!", Ratchet shouted out.

She then jumped. "Sire? Is that you?", Harvester asked.

She then pointed to the screen. "There is no explanation for all of this!", Harvester said, gesturing to herself.

"We've become completely human!", Jetstar yelled out, while helping Bumblebee up. "Where's Prowl and Violet?", Optimus asked.

"He's not in his room. I checked.", Ratchet said. "Violet and he went outside while we were doing the tests.", Harvester explained.

Violet and Prowl were outside and watching the snowfall. Prowl caught a snowflake in his hand and watched it melt.

Violet caught one on her tongue and laughed. "Prowl! Violet!", Bumblebee called out.

Then, Bulkhead slipped and slid into Harvester, as they both went sliding in the snow, hitting a pole, as the snow fell on them. "Hey! There's no antilock break on these servos!", Bulkhead complained.

"The humans call them legs.", Harvester corrected, as Bulkhead set her upright. "It's something I've always imagined. Even dreamt I'd experience. And yet...", Prowl said.

"Something is not right.", Violet finished for him. "Yeah! Us!", Bulkhead stated.

"Perhaps our minds have been implanted into these human forms?", Optimus suggested. "So what happens to our Autobot bodies?", Ratchet asked.

"Yeah, I miss my wings.", Jetstar said, before slipping, but Bumblebee caught her. "Good question.", Optimus said.

"I've tried to contact Sari, but there's no answer. Do you think she is okay?", Serenity asked Optimus. "I'm sure she's fine. Sari has proven she can take care of herself when needed. But, back to us, we need to get to Sumdac tower. Auto... men and women? Transfor- Er... Uh... Roll... Uh... Let's just go.", Optimus finished.

Jetstar leaned over to Bumblebee. "Was just me? Or was that painful to watch?", Jetstar asked.

"Nope, that was painful for me, too.", Bumblebee snickered. At Sumdac Tower, Sari was opening the present her dad had gotten her.

"A Soundwave toy?", Sari asked. "To replace the one that tried to take over the world.", Professor Sumdac explained.

"Dad, that thing tried to kill me.", Sari said, while throwing it on his head. "Ah! But, this one is an action figure. Assemble in China and not by Megatron.", Professor Sumdac said, before turning on the toy.

"Dad, you're just putting money into Powel's pocket.", Sari told him. "But, he sings and dances! Anyway, you still have one more present.", Professor Sumdac said, while giving Sari a rather large gift.

She opened it and found a moped. "Thanks, Dad. But, I was kind of hoping for something with four wheels.", Sari said.

"Who needs wheels?", Mr. Sumdac asked. He then pushed a button, making the scooter transform into a jetpack and set itself on Sari.

"Cool! Serenity will be so jealous. Thank you, Daddy!", Sari said and started flying out to the base. "Sari! Be careful!", Mr. Sumdac called out.

"Oh, that reminds me. I have to grab something.", Sari said, before flying back into the tower. She then flies back out.

A small package in her hands. Meanwhile, the Auto men and women were still walking the street, as it was snowing outside.

"I need some anti freeze!", Bumblebee chattered. "You and me both.", Jetstar said, as Bumblebee wrapped his arms around her.

A car then drove by and splashed them all with snow. Optimus removed his coat and placed it over Serenity's shoulders, trying to keep her warm.

"How do humans survive in these soft, fleshy bodies?", Ratchet asked. Bulkhead's stockade then started growling.

"I don't know. But, my fuel take is making a funny noise.", Bulkhead said. "That means your hungry, Bulk.", Harvester explained.

"Our human bodies need some refueling.", Optimus said, before looking at the Burger Bot. "Yeah, I've always wanted to chow down.", Bulkhead stated.

Soon, all of them were eating their meals. Harvester kept poking at hers.

"You need to eat, Harvester.", Ratchet stated. "Well, I was just thinking. Humans can be allergic to some things. What if the humans we are trapped in are allergic to this food?", Harvester asked.

Jetstar then scooted closer and picked up her burger. "Just don't think about it.", Jetstar said, shoving Harvester's burger into her mouth.

"Hey! How come your fuel is different than ours?", Ratchet asked Prowl and Violet. "We chose the vegetable fuel because it burns cleaner.", Violet explained.

"Don't you know where that animal flesh comes from?", Prowl asked. "Nope! But, I know where it is going.", Bulkhead stated.

"Half of it's going on your clothes.", Bumblebee pointed out. Bulkhead then started shaking.

"Uh... I think I got some kind of malfunction here.", Bulkhead said. He then headed to the bathroom.

"Uh... Harvester? You're a doctor and his girlfriend. Maybe you should go check on him?", Jetstar suggested. "Nope! That room is for mechs only.", Harvester said, while shaking her head.

"Okay, what about you Ratchet? You're the doc bot.", Bumblebee said. "Oh no! I'm not going in there!", Ratchet stated.

Violet then poked Prowl and points to a little girl, who was making silly faces at her. Prowl smiled and started playing peek-a-boo, making the little girl laugh.

"You think she'd be laughing at you two if you were both giant robots?", Ratchet asked. "That's the point, Ratchet. Being humans gives us a better seance of what this holiday season means.", Violet explained, while Prowl continued to play peek-a-boo.

"I'm just thankful to be alive in any form.", Prowl finished. Bulkhead then came back from the bathroom.

"I'm thankful, too. Let me tell you.", Bulkhead said, before taking a bit of the burger. Just then, something rumbled.

Harvester looked at Bulkhead. "What's in that burger?", Harvester asked, before pushing her food away.

"It wasn't me!", Bulkhead defended. Optimus and Serenity stood up first.

Seeing jets outside, they both headed out with the rest of the Autobots. "So much for a happy holiday.", Bumblebee said, while seeing the jets.

"Decepticons! Attack!", Starscream shouted out, while shooting out a bunch of missiles. Optimus jumped on top of Serenity to try and protect her.

Both were watching in horror, as the Decepticons started attacking the humans. "We got to do something!", Bulkhead yelled out, while hiding Harvester behind him.

"How do we do that?", Ratchet asked. Shockwave then shot a building, as a woman started banging on the window.

"Help! Somebody, please!", the woman cried out. "We don't need to be Autobots to help!", Optimus said.

"Let's go!", Serenity said. "Bumblebee, Bulkhead, Harvester, Jetstar! Suppress that fire!", Optimus ordered.

Bulkhead and Bumblebee grabbed one hose, while Harvester and Jetstar grabbed another, before spraying water all around. Ratchet and Optimus then began helping the women out when a small voice called out.

"Mommy, help me!", a little boy cried out. "My son! He's upstairs!", the woman panicked.

"We got this, Optimus! You get her out!", Serenity called out, as she, Violet, and Prowl headed up. Serenity kicked down the door the boy was in.

Prowl started using the hose that was upstairs to put out the fire that was near the window. Violet grabbed the boy and jumped out.

Serenity and Prowl were following behind. Everyone gasped in fear, but Prowl and Voilet landed gracefully.

But when Serenity landed, a glow came out of her hands and making her way down slowly. "Mommy!", the boy called out, while running into his mother's arms.

"How did you three do that?", Bulkhead asked. Violet and Serenity shrugged.

"I'm... I'm not certain.", Prowl answered. Suddenly, Starscream transformed and landed in front of them.

All the Autobots gather around the mother and son in order to protect them. "Hahaha! Foolish organics! You scramble to survive, but your doom is sealed! Hahaha!", Starscream laughed.

Elsewhere, Sari had finally arrived at the base. "Come on! You guys still can't be sleeping. It's Christmas!", Sari called out, while banging in the door.

But, no one answered. "Well, I'll set up my gift then go inside.", Sari said.

Once she set up the mistletoe outside the door, she flew in through an open window. "Hello? Guys? Cute girl with jetpack is here!", Sari called out.

She then flew over to the screen. "Okay, you guys better not be messing with me. Nice try! But, you can't hide your energy signatures. Which is coming from right here? Alright, enough hide and seek! I'm going home! Here me? I'm going home. Serenity, don't you want to spend Christmas with your little sis?", Sari yelled out.

She pretended to leave, but no one came out. "Fine, guys! Don't spend Christmas Day with me.", Sari said.

Meanwhile, people ran away in fear. Starscream was laughing at it.

Bulkhead tried punching Starscream, but ended up hurting his hand. "Ow! Bad idea!", Bulkhead exclaimed.

Harvester ran over and started trying to help him. "You dare touch me?!", Starscream yelled out.

"Yeah! We dare!", Jetstar called out, before hopping on one of his legs. "Pick on someone your own size.", Bumblebee said, while hopping on the other leg.

"Insolent fleas! Get off!", Starscream yelled out, before throwing both Bumblebee and Jetstar into Ratchet, Prowl, and Violet. Starscream reached down the grab them, but Optimus used an ax he found to push Starscream away.

"You pathetic fool!", Starscream said, before going to hit Optimus. "Optimus, look out!", Serenity yelled out, while pushing Optimus out of the way.

Starscream hit her instead and a sickening crack was heard. "Serenity!!!", Optimus shouted out, before running to his love's side.

"It's... It's my leg. I-I think it's broken.", Serenity said, while grasping it. "Optimus?! Serenity?! I thought I recognize those voices. You've been living with these pathetic organics so long, you've become them. It will be a simple matter to crush you out of existence and take Serenity right now.", Starscream said.

What Starscream didn't realize is that, while he was laughing, Optimus swooped up Serenity in his arms and carried her away. "Huh? Where did you go? I can't tell one the difference between one insignificant human and the next. Ah, well! No matter. There's much more Decepticon fun to come.", Starscream said, before flying away.

The team was at the medical station. Bulkhead was having his hand wrapped up by Harvester.

"Ouch!", Bulkhead exclaimed. "If you stop moving so much, it wouldn't hurt so bad.", Harvester stated.

Violet was helping Prowl get his arm into the sling and Serenity was having her leg put into a splint. Optimus then helped her up.

"This doesn't look well for us or the city.", Prowl stated. "Nah, you think?!", Jetstar asked, sarcastically, as she put ice on Bumblebee's black eye.

"I don't know what Starscream is up to. But, we've got to stop it.", Optimus said, allowing Serenity to lean on him. "How?! We couldn't even scratch his paint!", Bumblebee informed.

"Oh, in these human bodies? What chance do we have?", Ratchet asked, depressed. "We can't give up hope, Ratchet!", Serenity said, before placing a hand on Ratchet's shoulder.

"Yes, there is always a chance. We have to reach Sumdac tower. We might not be able to fight as Autobots. But Sumdac has the