Transformers:

LATE OCTOBER: 2038

DESTINATION: MARS

*MY FRIENDS, I PRESENT TO YOU, OPTIMUS PRIME: LEADER OF THE AUTOBOTS.*

They scrutinized him with suspicious stares. The elders didn't seem very convinced.

*THIS, ALPHA TRION? HE DOESN'T EVEN LOOK LIKE AN AUTOBOT. HOW DO WE KNOW HE IS THE CHOSEN ONE?*

*I HAVE BUILT HIM ACCORDINGLY. YOU WILL SIMPLY HAVE TO TRUST ME.*

But they didn't. He couldn't blame them, really. There hadn't been an Autobot leader for five million Earth years and even on Cybertron, that was a long time. Most Autobots had forgotten what a leader was. And staring back at the judges, he could tell not only did they not trust him, they didn't like how he looked. He intimidated them to say the very least.

And nine million years later, he still questioned the validity of his position. He often wondered why the Matrix chose not to spare his life at the hands of Megatron back in 2005. If the Matrix had rejected him as leader, choosing Roddi instead, why was he brought back? Why, why didn't it protect Roddi from the Hate Plaque?

. . . Or was it that the Matrix had nothing to do with it at all? What if some other force were at work here?

Considering the events in the past twenty-five years, Optimus Prime would not rule out that possibility.

He shuffled a few digipads in his hands. From atop the roof of the command center, Prime gazed out across the frozen wasteland of Mars. He came here for solitude, space just to think, just to get a few precious private moments. Instead, the desert merely reflected his own empty desolation. He missed Earth, but duty called him to keep things under preparation. Too much to do and never, never enough time to keep up with it. Everything moved at a steady but slow pace. He hoped to have his objective accomplished by the end of the month.

But his dread was stronger than his hope. With the advent of the Quintessons attacking last spring, Optimus suspected they had more unpleasant things in store for he and his people. For the past twenty-five years the Autobots and Quints had been at each other's necks, fighting battles on and off Cybertron, near and far from this solar system. Now the Quints had taken their battles to a new level, bringing the fighting right at home.

Home. Optimus frowned at himself. Home was supposed to be Cybertron. Home was supposed to be with and among his own people, rebuilding and creating a new future. But all that seemed so unnecessary. His whole life seemed so pointless anymore. Vector Sigma had changed Cybertron. The planet once devoid of life and energy had everything restored just as though the meganiums of war never occurred. That didn't mean the damage had been repaired. Great fissures and gaps existed where Unicron had slammed his hand into the surface, marring and obliterating entire levels. There were the Deadlands, that one part of the planet that had been totally blasted clear away. That section never did seem to take repair, as if those areas were cursed.

Optimus shook his head and tried to refocus. Redial had given him a list of that day's personnel reports, scouting schedules and notes from the away team. Although there didn't seem to be any problems at hand, Optimus' paranoid nature prevented him from resting easily. He knew his people were sick and tired of his demanding they check and recheck and double check and check again. The Quints had taken him completely off guard and he wasn't about to let it reoccur. And yet, a feeling of intense dread filled him; a helplessness that would not ease even when he recharged. A sinking feeling played over and over in his mind like a song he couldn't erase.

A burning sensation eked through his insides and the Autobot leader laid his hand over his chest plates. The Matrix sometimes felt like a poisoned shard, slowly working its way toward his laser core. Rodimus must've sensed it because his soul Brushed against Optimus' mind, gently easing the pain. While the new chip implant blocked the madness that affected the Matrix from them, it could not seem to stop the deterioration that infected both leaders. They had to learn to compensate, leaning on one another for support. The task wasn't easy. It emotionally drained them both.

Optimus' arms fell weakly again and his optics scanned over the vast wasteland of Mars. While turning to each other for strength, he and Roddi knew they could not continue like this. It left Optimus with the unenviable position of choosing between two evils.

He watched as wind picked up outside the shield and stirred the Martian dust. Inwardly, the Autobot leader frowned. All his efforts, all his ideas seemed to matter little. A drop of water in a desert, he thought sadly. Nothing of urgency really seemed to affect him anymore. Very little mattered to him anymore. He shook his head, trying to clear away the despondency, trying to shake off the private death wish. Again Rodimus Touched him but it left him ashamed. Mighty Leader cannot even take care of himself! He thought miserably. But never did Rodimus berate him of it.

*GO TO MECHLATEX.* It wasn't a suggestion. The Matrix could be rejuvenated there, or at least that's what the Voice had told him. Mechlatex. Why? Why would he have to hear that name again? Perhaps deep down that was what had caused his dour moods. He knew if he ever returned to Mechlatex, he would not leave that planet either in one piece or alive-physically or mentally. The last time he went to Mechlatex, he experienced torture unlike any he had before or since.

No one should be forced to watch as someone else was being torn to shreds. No one should have reality stripped so forcefully from their souls.

"Commander?" The voice brought him out of his day dream enough to lighten the sadness a little. Prime turned right and greeted Redial, Fort Zenith's communications officer. For some reason, the C.O. always seemed nervous and fidgety. The Autobot was a good worker, always pulling his own load and helping someone else. Still, even where he stood, Redial shifted his weight.

"Sir, we're still trying to contact Cybertron and have come up with nothing."

Prime nodded. "I'm sending an away team to Cybertron." Probably should have done that two weeks ago, he thought dourly. "Redial, contact Rodimus. Tell him we're fine and to let Rusti know I'll be home in two weeks."

Redial nodded adamantly and turned. He stopped suddenly and glanced back. "Uh, Commander? I tried to check in on our outpost on Pluto-"

Something sharp bit down into Prime's shoulder and he suddenly reached for it. He found nothing, not so much as a scratch. He withdrew his hand, expecting blood. Nothing.

Rusti.

Redial had kept talking as though he didn't notice the way Prime flinched so suddenly. ". . . I'm not getting an answer there, either and I've tried all afternoon."

Prime blanched, wondering why Redial didn't notice his behavior. Was he merely imagining it? He compensated for the moment: "Keep trying, Redial." He amazed himself how at times he managed to keep his voice so level. "I'm sure they're out doing something. Sandstorm is always goofing off." Redial nodded and Prime watched the C.O. retreat, grateful the Autobot did not ask him if anything was wrong.

Of course something was wrong! Something was always wrong. Someone always needed assistance, something always demanded his attention, his undivided care. Some situation required his time and patience. Always, always there was something more to do. Not enough hours in the day, not enough time at night. Never, never was there enough time for planning and preparation. Everything demanded so much more than what he could give, sometimes even more than that.

Just for a few precious moments Prime wished he were back in his office in Fort Max, doing paperwork and glancing up now and again to find a little girl sitting in a dark remote corner silently drawing, coloring or reading. She'd never say a word, never once interrupted him. But it was a comfort just to have someone else in the room, not really trying to be intrusive or awe-struck or nervous. She'd just sit there hour after weary hour in dead silence . . . Optimus suspected she knew how he enjoyed her company, silent though it was. After all those years of doing his work in solitude, feeling more like a prisoner of the Autobots, rather than their leader, Rusti happened.

What a precious thing, he thought to himself. And I won't have that much longer. He remembered on one or two occasions he would be in a meeting with Ultra Magnus, the moment tensely quiet, their wills butting heads, their tempers nearly matching their stubbornness. And distantly, if he tuned his audios just right, he could hear a little girl skipping merrily down the hall way, singing as she went. He wished he were there to accept a tiny handful of flowers she picked by the lakeside. He wished he could hear her giggle as little girls with light hearts do.

Soon, Rusti would reach that age where she would fall in love and join with her mate and Optimus would see less and less of her as she would find a job and bear children. He knew the thoughts were selfish, but he wished she would stay.

Inadvertently, Prime rested his forehead on his hand. He had given everything to his people, his time, his resources, his life. And what had he gotten out of it all? Moments of despair. The death of friends and loved ones. And fighting. Always the fighting.

Thoughts of their last encounter with The Quintessons touched him. They stole something from him there on the space station. At times, he felt as though he were little more than a walking corpse, devoid of life or feeling. He would Reach for Rodimus then and find comfort. But it was a bandage, not a cure.

Prime mentally sighed. He decided to just keep moving forward. Perhaps things would change for the better.

His comm bleeped and shook Prime to his senses. Fool, he thought, quit feeling sorry for yourself!

"Commander?" Redial's timid voice came over the comm. "There's a call for you on the subspace frequency fifteen."

"Paul?" Optimus asked hopefully.

"Uh, dunno, sir. Didn't say who it was."

Optimus jumped from his perch and hastily made his way to his office/quarters. The Autobots working on Fort Zenith made room, watching Prime pass them as though an emergency had come up. Not that it was the first time, really. Their leader had been jumpy for quite sometime and some Autobots secretly wished they could just tie him down and keep him there indefinitely.

Optimus closed the doors to his office and accepted the transmission. The face on the screen greeted him with a pleasant smile.

"Good morning, Optimus Prime!"

"Paul!" Prime's face reflected delight and anticipation. "What have you got for me?"

"Is it morning there on Mars?"

Optimus crossed his arms, smiling with his optics. "No, Paul. It's late afternoon."

"Damn! Terran time! Always so off of everything else! I'm just going to have to-"

"Paul, you called me for a reason." Optimus directed.

"Yes!" The human male brightened and then laughed. "Optimus, you just don't take teasing very well at all!" He read Prime's grudging glare and laughed again. "Alright, Op! Here. We've finished the plans and ran them through the simulation. Everything checks out perfectly. Even the master unit."

"Endurance?"

"Mmm. Well, that is still an unknown factor. The problem we keep coming up against is that the units aren't Cybertronian-made."

Prime glared in sheer frustration and paced the room, his head bowed in thought. Paul laughed again, the scientist shook a pencil at him. "Prime, will you stop fidgeting? You're worse than a human about to father a child!" His comment was met with a hurtful look and Paul waved apologetically. "Okay, okay, you win. Look, I'm sure things will turn out. It's just that you're so damnedable impatient."

"Time is too short for patience, Paul." The Autobot leader droned. "After all our efforts, none of this may work at all." He sighed and settled against his desk. "I want to be sure of everything. Time is pressing and I don't know how much of it Rodimus and I have left."

Dr. Paul Gates frowned and thoughtfully sat back in his chair. The Project he and Optimus had been secretly working on for the past two years was so close to completion! But they lacked something; an element. It was all they needed. They could get it on Cybertron but: "Are you sure you don't want to send them to Cybertron?"

"Positive. Something is terribly wrong and I fear it could be contagious. No, Paul. The Project must be completed off Cybertron."

"Well, there is one other option. . ."

Mechlatex. Optimus didn't know why he thought of that.

"Mechlatex." Paul finished.

A cold shiver ran through Prime's systems like a slimy electric eel. How did he know? How did he ever know? It drove him nuts when his mind would do that to him. He feebly shook his head.

"It's all I can think of, Prime." Paul defended, taking Optimus' outward signs the wrong way.

"No, Paul, I wasn't disagreeing with you. I just was thinking about Mechlatex." Again the Autobot leader sighed and subconsciously traced his desk with his finger. Then he jabbed its ungiving surface. "I . . . I'm beginning to think that will be inevitable. My life started there. It may end there." Now he talked to himself, not really caring whether or not Paul heard him.

"I can understand your unwillingness to go there." Paul sympathized. "No one I've talked to is particularly fond of it. Especially in the summer time. But if you're adamant about not completing the project on Cybertron, then Mechlatex is the only other option." Paul waited a beat, anticipating some response from Prime other than silence. The scientist scowled. He had known Optimus Prime for nearly fifty Earth years and still the Autobot leader's moods puzzled him. Paul considered himself an adequate expert on judging people's emotions. That included Cybertronians. But sometimes the two Primes would exhibit behaviors that didn't fit any particular pattern. And especially of late, both exhibited dangerous behaviors.

Dr. Gates frowned and gazed at his desktop. He worried for them, for the two Primes. They teetered dangerously on the edge of insanity one minute, suicidal depression the next.

He was painfully aware Optimus had tried to commit suicide once already. Or was that actually the second time? Or the third? The forth? His eyes drifted back to the tall red and blue robot-'Robot, my ass!" Paul thought wryly. These creatures deserve a better class/species name than something manufactured! They were living creatures, not a compilation of Legos! "Optimus.' He softly called.

Prime should have heard him. But locked in thought, the leader remained still as ever.

"Optimus." Paul called again, this time succeeding in dragging Prime out of his inner self. He scowled again when Prime startled and wondered where in his mind the Autobot had retreated. "A decision needs to be made."

Optimus growled. "Very well, Paul. Carry on. But we'll attend Mechlatex when we come to that stage and not a moment sooner."

He was angry! Paul blanched. Optimus was clearly angry! Why? Oh, the scientist knew it wasn't directed at him. But rather than drag a potential skeleton out of a closet, Paul chose to silently nod in agreement. Sooner or later he would find out what Prime's problem was. "That sounds good to me. Stay in touch." He added directly. "And Optimus, you know what my phone number is. Use it, okay?" He rolled his eyes when he read guilt in that expression. Would someone push Prime's reset button, please? Was all he could think of. The thought that Prime needed a good 'lay' came to mind and it was all Paul could do to keep from laughing. He cleared his throat. "I'll call in a couple of days, Optimus." He promised and informally hung up.

Prime thought he heard a snigger in Paul's rushed voice and wondered what was so funny. He shrugged it off and swept up another digipad, finding a report from the medic team. He tossed it hopelessly back on the desk and with a heavy sigh, bowed his head.

No word from Cybertron. At first Optimus made light of it, thinking someone forgot to use the correct channels, or just failed to take notice of time and/or frequency settings. But the silence had passed off into several days. Redial tried contact five and six times an hour four days straight with the same hopeless results. Then he tried to get Pluto. Again silence until a voice came over the com; visual contact was off line. Prime glared at Redial suspiciously when Redial reported a malfunction in the receiver dish on Pluto, that Sandstorm and Onyx were working on it.

The Autobot leader tapped a finger on his desktop, his chin supported by his other hand. His silence made the communications officer nervous and Redial shifted his weight one foot to another. "I don't like it." Prime snarled. "Something's wrong. Something's very wrong."

"Wh-would you like me to dispatch an away team, sir?"

Optimus simply sat there and stared at his C.O., then stared through his C.O., making Redial ever more nervous. Redial rotated the digipad between his hands, shifting his stance and tried to find other things of interest to look at. But every time he would glance back, he'd find Prime still staring at him, boring holes into his chaises. And that drumming! Redial wished he could just nail that hand down!

Optimus finally stopped it himself. "Negative." He answered coldly. "Redial, I want you to arrange a staff meeting in four hours."

"Aye, Sir." The C.O. visibly sighed with relief. "Sir? Uh, I also came to report on Quasar's progress on the xenolab in level three. She says all she has to do is uh . . . 'wire the puppy' and it's operational."

Optimus finally glanced elsewhere, taking in the only photograph that sat on his desk. He silently nodded.

Redial waited for other orders, but Optimus had fallen back to his sullen silent self and the C.O. knew better than to press anything else. Not that what else he had to report was really of great importance, not when Strike Back could handle it.

Redial timidly backed out of the office, going slowly in case Prime had something else come to mind. He stepped out of the office and sighed heavily. Optimus had become so grouchy anymore!

Optimus kept the staff meeting brief and terse. His officers kept sending him puzzled glances and questioned his logic too frequently. After he ordered a battle and escape plan drawn up, all optics sent him a message that his own people were questioning his sanity. But Optimus was beyond that kind of doubt. It was neither the first, nor the last time someone questioned his decisions. Strike Back tried to 'talk some sense' to the Autobot leader, but Optimus was unmoved by his city commander's suggestions. Prime reminded them they all had their orders and he wanted them carried out to the letter. Quasar, the resident femme scientist/engineer seemed to be the only Autobot in the room who did not eye daggers at him.

At least someone trusts me, Prime thought dismally. He dismissed his staff to their duties and ordered Redial not to bother continuance on communication lines. Mars had been cut off.

Two days later, Optimus' suspicions proved correct. At two A.M. Standard Pacific Time, Strike Back reported two-way communications to Earth had been terminated. A half hour later, Redial managed to rig the com system so that Trans Phoenix One could receive radio and television signals from Earth. At least they could watch things from where they were.

Strike Back kept trying to suggest they pack up their bags and head for Earth, or at least send an away team. But Optimus wouldn't hear of it. And he had his reasons, which frustrated and annoyed the city commander all the more. Grudgingly, the Mars Autobot colony kept working, preparing for whatever it was Prime would not disclose.

Thursday morning at about ten-thirty Standard Pacific Time it started.

The reporter was dying of radiation. Prime could tell by the terrible sores on his face. Behind him, the camera picked up the bleak scene of a town leveled by Quintesson star bombs. The idiot reporter risked his life to bring live footage from five American states long since obliterated by Quintesson attacks. All the death, the destruction, the chaos made the Autobot leader sick.

"How did it all happen without warning?" Strike Back asked. "What of the Autobot cities on Earth? What of our friends?" He stared accusingly at his leader who remained motionless, expressionless behind his desk. "Did you know this was going to happen? Why didn't you warn them? Why-"

"Strike Back!" Prime snapped. "There are some things I do not need to disclose to you!"

Rather than backing down like most other Autobots, Strike Back lost his temper and pounded a fist on the desk. "Dammit! You've been hiding behind your little secret for the last week! You've made us reorganize the entire damn city and realign all those weapons alongside the Great Ridge! You've frightened everyone by your intimidating behavior and even now, when everyone is terrified, you won't do so much as talk!"

Prime jumped to his feet, rising to his full height. He too pounded on the desk, but unlike Strike Back, Optimus dented the topside. "Rodimus and I CANNOT be at the same place at the same time! The Quintessons will turn here sooner or later and I will not jeopardize the Project! If anything were to happen to either of us, the other would still be free to carry on! Now you have your orders, COMMANDER! DO IT!

Strike Back flinched at the suddenness of being put in his place. He had ever so rarely heard his leader shout, let alone in anger. And the Project? What was with Fort Zenith that was so fucking important? The Fortress wasn't a super Transformer like Metroplex or Maximus. Zenith was a space port, a center of culture and neutral territory for negotiating deals between the Autobots and other races across the Alpha Quadrant.

The Project?

Strike Back frowned and relented, even looked at bit remorseful. "Aye, sir." He replied quietly. He turned and walked out but took a final daring glance over his shoulder strut and caught Optimus collapsing into his chair, elbows on desktop and burring his head in his hands in exhaustion. It was so annoying, so frustrating that he was told what to do, but never why.

Just for a moment, Strike Back wondered what it was with the Autobots that they depended on two leaders rather than a government like the humans. Perhaps sooner or later there would be a change among their people, disposing of their 'kings' and setting up a rulership by and for everyone.

Just like the humans.

The scene on the view screen flashed pictures of North Dakota. The news said that a neutron bomb had hit, that the half-life would prohibit anything from living there for the next three centuries. Great cities once stood on the surface of that part of the world. Now all that remained were the buildings. No trees, no grass or bird.

Optimus swept up several digipads from his desktop and placed them neatly on an overburdened shelf to the right of his desk. He glanced at the televisor as the scene shifted to Montana. All the beauty of that state was lost forever. The Quintessons missed nothing. Prime returned to his desk and sat on its smooth surface, avoiding the empty stare of his monitor.

The reporter talked about Alaska. The video tape they used flickered. Static covered the scene. Radiation marked the landscape as if Primus had used a piece of charcoal and marred the surface.

Three states. At least, as far as the news could entail. But another thought struck Prime. The Quints weren't hitting states that were heavily populated! Why? Perhaps they had a use for the humans-and that thought made the attack ever more disgusting. If the Quints had a use for humans, if they found a way to control this species of people . . .

A sharp pain ripped Prime through the middle. It twisted inside him, wrenching circuitry and components. He fell off the desk, gasping. Something had stabbed him straight through. For a moment, the Autobot leader lay face down, teetering between darkness and consciousness. He fought it, maintaining his consciousness by concentrating on the light around him. He tried to focus on the news cast, which he was sure was reporting on other sudden strikes; England, Japan, Germany, Africa.

Gradually, Optimus managed to regain control of his body. He trembled with after shock and scanned for blood.

Nothing.

Rodimus.

Optimus remained where he lay, slowly shutting down most of his systems and concentrated, trying to reach Roddi. He touched his friend and *they* managed to keep moving. That was all that could be done at this point. Rodimus bonded to him, finding enough strength to keep going. At the moment, Optimus had no idea what was happening and Roddi was far too disoriented to tell. "Don't leave me!" was all Roddi could say.

Optimus remained motionless, concentrating on nothing but the bond between them.

Darkness.

But it wasn't a fearful dark. Optimus found himself drifting in a timelessness and for however long he lay there alone, he lay there only scarcely aware of his surroundings.

One by one his systems came on line by themselves. His body chilled with an unnatural cold but gradually, his strength returned and Optimus forced himself to his feet. In the background, he could hear the report from Alaska continue. The video tape had straightened out, displaying a scene of an obliterated town.

Prime made it to his chair, his mind still fuzzy with shock. In front of him the video showed ashes blackening the new autumn snow. The rotting corpse of a bear lay naked.

Prime ignored it, trying to recover. He had taken the brunt of Rodimus's pain, protecting his friend from shock.

The pain faded slowly and Prime managed to sit upright. His trembling slowed, leaving him tired, but with a clearer head.

New Jersey. From satellite, a huge black scar marred the surface of that whole area. Vaguely Prime estimated a sixty-mile radius of devastation. New York would be included in that radius. But the horror of it failed to register. Rodimus lingered on his mind.

Utah. Soft white and grey ash blanked the ground in what was to be a nuclear winter for the next millennium.

Optimus stared aimlessly, not really taking in all the information except the names of the states.

"Screen off." Prime commanded ever so quietly.

Silence.

"Commander?" Redial peeped in through the opened doorway.

Optimus gazed up, recognizing his communications officer only by a stare.

"Um, . . . we've been trying to contact Earth. No word from Magnus. Um, Sagittarius' last transmission was about something falling from the sky, aiming for New Jersey. Nothing more has been heard since." Prime stared silently for the longest time. After three minutes, Redial shifted his weight nervously. "We're still trying communications--"

"There will be no more, Redial." The Autobot commander gravely turned away and his optics fell on the photograph. He hated feeling so helpless. "When will the shuttles be ready?"

"In another hour, I'm told, Sir. Grasper and Ecliptic are putting all their efforts into it--" Redial's voice faded. Prime wasn't even looking at him. Feeling awkward, Redial stepped back, hugging the digipad.

"Hmmm." Prime frowned, "Any luck with Pluto?"

"No, sir. Just static there too."

Silence.

Two fronts.

Redial shifted his weight nervously.

They attacked us on two fronts. Optimus analyzed. How? And with what troops? He thought long and hard, trying to recall all the events in the past year and a half. "They've been planning this for months. They knew right where to hit us."

"Sir, perhaps it's not so safe here on Mars--"

"No such thing as safety, Redial." Prime answered sullenly. He straightened then and the stern look of leadership returned to his blue optics. "Notify Strike Back we're evacuating the city."

"But Commander, the shuttles. Quasar informs me the navigation system's still ineffect-" Redial's voice trailed off when Prime's stare turned toward the ceiling, staring up as though he could see right through it.

"Never mind, Redial. There won't be any time for that now."

And a star bomb slammed into the shields of Fort Zenith.

* * *

TIME: LATE OCTOBER 2038

DESTINATION: CENTRAL CITY, OREGON, EARTH

The weather turned crisp and clear. The leaves were beginning to brown and soon October would end. Rusti left her history class with some trepidation. So far no one in the last few days had approached her about leaving the school grounds. Roddi didn't tell her whether or not he had talked with Mrs. Pollens. She knew Rodimus would give that principal more than an audio sensor full. Rusti smiled to herself. If Roddi were in the right mood, he'd really let that woman have it.

The girl stepped to her locker and hissed in pain when her back pack slipped off her shoulder and tugged at her injury. She knew she was supposed to see Dr. Cynar about it and have him fix it. But Rusti didn't like Cynar. He had the bedside manners of an ox and always talked down to her. The pain subsided and she opened her locker. The mirror in the door betrayed her, clearly showing her make up was not doing much to hide the bruises or the small cuts on her face. Well, she thought dismally, it could be worse. She could have had a black eye and some of her hair pulled out. Rusti smirked; Garth had to have stitches on his tongue!

She pulled out a box of paints and brushes and flinched, surprised she had forgotten the black glove that hid the exosuit covering her hand.

The girl smiled ruefully. For the fourth day in a row she wore the suit under her clothes just in case another of Garth's friends tried to harass her. Although neither Roddi or Optimus could be with her, or send someone to watch over her, she was still protected.

Several years ago, Dr. Cynar and a team of engineers from England's Fortress Sagittarius had developed a new skin-tight exosuit allowing humans to maneuver more easily. Using shielding technology, electromagnetic frequencies and liquid oxygen, the exosuit was presently being tested in space. So far, it had proved worthy of almost any sorry treatment. Rusti was very rough with hers. Playing football with the Dinobots was a nasty enough a job for someone assigned to them. The girl often found herself slammed from one Dinobot to another, almost as though SHE were the football. Once she was caught underfoot by Sludge's clumsiness. Grimlock freaked, but Rusti merely sat up from the little crater the suit made of her shape and resumed the game. Unfortunately, she couldn't tell anyone that the suit was able to take awesome amounts of punishment-even project energy as a weapon.

Rusti was quietly given one for her *cultural instruction sessions* with the Dinobots. That made her inwardly laugh. Roddi coughed that one up and Optimus approved without hesitation. But if anyone else got wind of it-like EDC, both Autobot leaders would be on someone's 'shit list.'

If anybody tried anything today, they were in for a very big surprise!

She strolled down two halls and took a right toward chemistry. Home Economics was at the other end and in between sat the painting class. She waited while some girl bent over to pick up a fallen book. People maneuvered around and beside her like ants on a trail. A low distant rumbling touched her ears and Rusti glanced out the window.

The sky remained clear and cool. Perhaps just aircraft. But the sound repeated and Rusti took note how the window vibrated just slightly.

An earthquake.

Then in the tree outside the corridor, her sea-grey eyes spotted a gigantic, long spindly leg, much like that of a giant spider. She knitted her brows and maneuvered around students toward the windows.

Nothing was there.

No, something was there: four indentations in the tree's trunk. She studied them carefully, ignoring the five-minute bell. Yard workers climbing the tree? A prank in progress? She shook her head and moved on.

She entered class, spotting Lorraine and her cronies. They didn't look at her, though, and the girl was grateful they didn't try to stir any more trouble-at least for now. Rusti suddenly wanted to find out what happened to Garth. Maybe he was expelled. Most likely she would not know until she no longer saw him in the halls.

She set her materials and back pack at her feet and hauled out a painting she'd been working on for a full week. The canvass before her stood as dark as her moods of late. It reminded her of a place that wasn't a place at all. It told of the cold darkness where she heard a scream so loud that it made her blood freeze. Echoes of that very scream resurfaced in her dreams now and again.

There were spider webs hanging from those ancient walls of metal. Things dangled in their throes, things she dared not guess. And this painting, with its dark thick paint and dry, rough surface, reminded her of that place of evil. The cold colors lay dead. Once the teacher expressed some concern, unable to figure out why she was painting so darkly, so somberly. He'd watch her, ask her questions. She knew he was concerned whether or not she was depressed.

No. Rusti had turned moody. In two weeks, she had seen and felt more than she had ever witnessed in her entire life, and in six months, the somberness had not lifted. This was what Optimus and Roddi were trying to protect her from. This was their world; dark and sinister, where evil had an unmentionable name. It made her moody. But she was not depressed.

Optimus was depressed.

She applied a slim trail of silver-white along the wall on the right side. Electricity traveled in lines along the walls. She kissed the canvass with a little grey on the webstrings, darkening it with deep ruby-red. The web hung heavy with the weight of victims.

Optimus' soul had been split straight down. She had watched it. She felt it all first hand. Rodimus fought it off, able to keep it at a distance only because he was shielded.

But for how long?

She sank her brush in water and dried it. She swept up another brush, an old round brush and just touched a little grey- blue paint. She smeared it over the floor, keeping it light. One minute, two and the illusion of a cold blue fog rolled across the canvass.

Thunder rolled again and this time, the windows above the classroom shook. Everyone glanced up at once, staring at the sky, then at one another. Rusti's heart jumped, her mind instantly on the possibility of an aerial attack. She cleaned her brushes and dumped her water. Some of the other students took her cue and did the same thing.

Boom. It was low-key, but the windows shook again.

Something scratched the wall on the other side.

She looked up with a start, her senses on edge.

Something else tapped the ceiling. Something with spider's legs, perhaps? Rusti glanced about her classmates, noting Jeremy Anoki had brought in his model paint collection. She smiled and their eyes met.

"Yeah, I know." he shrugged. "They're lousy for painting, but I like the colors."

She forced herself to relax, though something inside her screamed in fear. She swallowed it. "I thought you were going to do airbrush, Jer."

He opened two and three tiny glass jars. "I probably should, but I'd have to use a straw for air flow."

She felt inclined to laugh. "Why's that?"

"Not 'nuff air-power, man! If I wanna use air, I want air, a jet stream. Not some sissy gadget that blows!"

She smiled broadly at the sexual joke but her smile died. The scratching came loud and something told her to back off into the corner near the outside exit. Unobtrusively, she responded just as the windows in the hallway were blown in with a thunderous shout. Shards of glass shattered, their tinkling sound echoed as though a bomb had gone off. All the students in the class ducked and squealed in fear. The alarm klaxons wailed and Rusty ran from the door to the wall, knowing everyone was going to try to get out at once.

She was right. All the students poured through both doors and several were suddenly snatched up. They shrieked until silenced and their blood dripped from the rooftop. Heedless, other students ran out preceded by two boys who were pounced upon and crushed by a four-legged creature.

Rusti's pulse raced. She glanced all around the room as screams and shouts resounded around her. Alarms shrieked in her ears and overhead, a helicopter beat the wind. Laser fire blew the ground and parts of the building walls. She leaned against the wall as the remaining students took their chances and left the building. They too began to scream. One groaned and expressionlessly, Rusti listened as his bones were snapped like so many toothpicks. She slid to the floor in a huddle, wrapping her arms about her legs. Sooner or later the attackers would come inside.

More laser fire erupted and the attackers squealed in protest. Hopefully it was the Autobots who had arrived and not the helpless, hopeless city police.

Rusti lifted her head. Suddenly everything around her fell terribly quiet. Distantly she could hear fighting and commotion; the wails of the dying and the screams of the terrified. But here not one sound of crying or crunching of glass or breaking of bones either outside the room or in the hallway. The girl stood and cautiously approached the door. She hesitated a moment, wondering if the attackers were still out in the hall. Something could be out there, silently waiting for her. Rusti inched, closely hugging the wall and doorframe. She just peeped out, scanning as much as she dared. The silence tormented her so that she thought her own heart would give her away. But the further she inched out, the braver she felt until she slipped partly out the door. To her relief-and sadness-she found nothing but bodies, glass, blood and silence.

Ever so warily she stepped into the hallway. Her feet crunched on glass, one foot slid a little on spilt blood. Students and teachers alike lay in pools of their own blood, most of them pierced through the head or breast. Rusti laid her hand on her chest, choking with fear and horror. Carefully, she stepped around them, her heart had stopped beating. Her breath would not come. She knew many of these people by face, if not by name. Nothing like this had ever happened in her life. The Quintessons used to be far away. The battles always took place somewhere else. Now they were here.

Why did they attack the school? Of all places to attack, why here?

Outside, a plane swept low, its rumbling vibrated through the air. Other screams erupted distantly and died until a laser blast hit part of a building. Rusti kissed the floor, cutting her hands on glass shards.

Scrape. Tapp, tapp. Scrape. Tapp, tapp, tapp.

She glanced over her shoulder toward the front end of the hall. There were two of them, tall, with slender black legs and triangular heads. Rusti could not do so much as swallow. Her breath died in her throat. Those things looked very much like the virus that infected the Matrix! Not quite, however. They did not have the chest. Nor did the backs of their heads taper outward. They did have stingers, however, protruding from between a pair of spinnerets.

One creature had hung a teacher upside down. Rusti hoped the teacher had already died.

Neither of the 'insects' had seen her yet and Rusti crawled back toward the classroom. Going out the other way would be far smarter than to face these things. She stood and brushed her bloodied hands on her pants.

She was wrong.

She opened the door and abruptly came face to face with an insectoid. For a moment, she could not move, breathe or think. Its triangular face hung right in hers and it stared at her without eyes or a mouth.

A creepy tearing sound emanated from the sides of its jaws and almost--almost faster than she could duck, a pair of pincers snapped out in front of the creature's face. The pincers clashed with a resounding clatter and a spark of electricity flared between them. Then a mouth opened, as though someone had taken an eraser and wipe out part of the face to reveal its cavernous interior. It yawned as big and deep as her whole head and shoulders. A black forked tongue flickered out. Rusti wished she could scream.

Instead, she slammed the door in its face, dashed out and headed straight for the hallways' back exit. She pushed her way through the pair of broken doors just as another laser blast came, aiming for an insectoid that perched itself on a tree. As the girl ran, the tree toppled over and the insectoid squealed in pain. It blew into half a dozen pieces and part of the building went with it. Rusti ran out toward the football field, hoping she would find refuge there.

But a great shadow fell over her and two terrible black spindly legs crossed her path. Rusti stopped so suddenly that she fell, sliding on her hip.

The great beast hovered over her like a hunter its prey. The girl struggled to her feet, her fear gripping her so that she could not concentrate enough to keep from sliding along the dirt. She managed to her feet, however and stared up. Astride the monster's back sat (if that was the word for it) a Quintesson. It aimed a gun made of glass, filled with sparking energy right at her. "Time for destiny to be fulfilled." its voice dripped.

Millions of pins pricked her skin. She wanted to scream in the worst way, but to her horror, she found she did not even have the physical form to do it! She was stretched, her body twisted and lengthened and desperately she struggled to keep it all together.

Then like a rubber band stretched to its limit, she snapped back together. Her body fell to the ground with a resounding thud and the shock of it knocked the wind out of her. Light fell dimly and just vaguely she could hear muttering not unlike those she heard on the *Ellipsis*. She forced herself to examine her new surroundings and quailed when a Quintesson's Face of Greed peered at her as though she were a disgusting insect.

"Me'gloth'nik deemov." It snarled. "Dogoglaknakgan."

Another Quintesson floating above harumphed. "Bleedeeeltom. Groogodom dorg."

"Nonsense!" A third Quintesson scoffed in Ancient Autobot. "If we kill It now, we'd have nothing to bargain with. As it stands, this is a prize worth considering."

The first Quintesson pushed Rusti's body around with its tentacle. "Ninety-four point twenty-seven percent possibility she shares a telepathic link with the Autobot leaders."

The Second Quint frowned and folded a pair of its tentacles-a human trait, the girl noticed. "That was discussed on the *Ellipsis*, however, due to the untimely nature of the space station coming to life, that theory was never proven."

Rusti coughed and tried not to cry out. She didn't want to give them any reason to 'investigate' her further. She moaned, however, fearing the creep who kept forcing her body to roll to and fro would leave her with bruises before they were through.

"The three of you are all incompetent." Came a fourth voice.

Rusti held her head and hid her face, fearful what else they would do or say. Her body shook and she softly sobbed.

"Here we have an advantage over the Autobot leaders, no doubt. However, this Thing might be a link, or a reserve for their living essences, or has anyone else attained that conclusion?"

"Predank Tu'Dromlon, we do not doubt the origin of your theory, but I suggest a sounder assessment of your current analysis."

A tentacle wrapped around Rusti's leg and her whole body was dragged up. Awkwardly she swung her arms for added balance, terrified beyond the ability to scream. But what she saw made her long to scream ever more so; the monster that picked her up like a bug stared at her with one very large, long eye. A mouth connected directly to that eye and the face stretched out over an egg-shaped body like the other Quints, except there were more tentacles and here, if Rusti had been able to pay attention, she would have noticed this Quint had only one face.

"I fail to understand the Autobot's fixed fascination over such small creatures. It's not in their programming to concern themselves with dolls."

"Perhaps something in the Matrix." Quint Number Two suggested.

Predank Tu'Dromlon suddenly looked astonished. He lowered his limb but still dropped the girl. The fall knocked her windless again and her head hurt so that she could not move. "We must proceed with caution." Her captor advised. "We do not want to disturb or anger the Matrix again. We are the results of the last tampering-It cursed us once. It is unpredictable what It will decide to do with us a second time."

* * *

Rodimus' day started at the cheerless hour of four A.M. Already he had gone through half a dozen reports pouring in from all the other fortress cities; Metroplex in New York, Sagittarius in England, and the fortresses in Australia and Germany. Most of it was the usual stuff: energon consumption, problems between individuals (only if it were severe), problems between Autobot-Humans relations. There were also the surveillance reports, trade and distribution, security, research and development and communication.

Communications bothered Rodimus the most. They had not heard a peep from Cybertron in over two weeks. Not so much as static. Four days ago he ordered the outpost on Pluto to check in on it, but even Pluto had fallen silent, and the away team hadn't returned from there, either. Worse yet, not one single word good or bad from Mars. At first, Rodimus figured Optimus was revamping the entire communication system. But if that were the case, then why the hell didn't he say something about it? Something was very wrong and because Hubcap, Integer and Sky Lynx hadn't reported in yet, Rodimus was reluctant to send anyone else out. At least for the moment.

The Autobots acted nervously around him anymore. Not that he could blame them, acting like he did yesterday. The Autobot leader frowned deeply. It wasn't his fault he kept receiving these feelings. He thought he was going to stall when Rusti said she heard them too. What was it? Was the Matrix trying to tell him something?

"Yo, Commander!" Blaster called suddenly. It startled the younger leader and he snapped out of his musings. "We got somethin' goin' down, Down Town!"

Rodimus frowned. "Tell Pollins we will discuss this--"

"Nope. Some kinda attack, sir. Quints from the sight and sound of it."

Central City buzzed with life as early as four A.M. as truckers made their way toward Portland or down toward Redding, California. The sun kissed the horizon and before even the mayor had his first of eight cups of coffee, the city roamed with cars and pedestrians, busses (financed solely by Burger Enterprises) and bikes. The 'Ribbon Highway' as so fondly called by the Autobots (who have been known to cruise there) took on the burden of a hundred thousand automobiles every ten minutes. In the nineteen eighties, Central City was a large town boasting of a hundred thousand, twice that during the week day. Now, nearly fifty years later, Central City had become the commerce capital of the western hemisphere.

But today, from the skies, black triangles with tails and triangular heads loomed above it like vultures.

One dove, streaming right for the office building of Light Touch Industries. Its head cocked back then spewed a current of 'hot' plasma. The building blew as though made of glass and for five blocks, traffic came to a sudden halt. People slammed their breaks, either to escape the building as it exploded from the top down in successive order, or to gawk at the black invaders with a mixture of fear and curiosity.

It proved their undoing. Another winged terror dipped from its orbit and zoomed right over the streets, chasing 'flesh creatures' in it wake. It spit fireballs and cars, one, two, three at a time blew away like paper wads dipped in gasoline. A blood-curdling sound emanated from it, a pitch that left many victims deaf and beside them, glass windows shattered. A chain reaction started and one by one, the wind and flying glass shattered more glass, causing more wind and those who could not find cover, were sliced literally to pieces.

Six sleek ships of unknown classification gated from nowhere. Three of those attacked the city with a vengeance, followed closely by the creatures. Building after building exploded with thunderous results, the fragments echoing and ricocheting from one end of a block to another. Each explosion caused a great fire and people died at first by the tens, now by the hundreds.

The situation worsened when a plasma fire ignited and deadly gasses passed over eight city blocks, killing everyone who breathed them. Nosecone and Outback tried to rescue as many people as they possibly could. They ushered many panicked survivors down into the darkness of the subway and tried to fry the mysterious attackers with their laser guns. No good.

Outback turned to his comrade when one of the sleek invader ships swept terribly low and dropped several soldiers. These creatures, like the triangular-shaped things in the sky, stalked the streets in long, black armored bodies. They had triangular heads, but no faces. They walked on legs that ended in spikes rather than feet of any kind. Their hands consisted of two very long fingers and a thumb and all of them held short rifles made of a crystal only the Autobots could guess. Nosecone and Outback waited for them to attack first. Their optics froze with fear and anticipation. They didn't even have a clue as to what capability the guns possessed.

That is, until one creature fired at a building where humans poured out like ants from a log caught on fire. One hit. The whole building blew from the floor level up, eradicating the structure, everyone in it and chunks from all the buildings surrounding it.

Outback and Nosecone flinched. "We gotta give the humans time to escape!" Outback shouted over the resulting winds. "We have to make our stand-"

His words caught the attention of the alien troop and all 'faces' turned toward them. Nosecone's lip components dropped open. He tried to think of a good plan, even as the 'dark ones' advanced, marching with precise and accurate steps over bodies and debris.

"Hole." His voice murmured. "I could dig a trench between us and them, buy us more time."

"Forget it." Outback's patience wore out and he fired at the Payless Shoe Source building, creating a barrier between them. "Come on!"

They ran and about a quarter of a mile south of the city, the Autobots watched as people they tried to rescue a few moments ago pour out of the subway toward the park.

"No!" Outback cried, "Stay underground! They can't get you under there-" But his pleas went unheard and the troops caught up with them.

One blast and a nearby brick building shattered, crushing everyone within twenty feet. Nosecone cried out and fired time after time at the offenders but his x-ray laser pistol did nothing to these black things on stilts. He fired two missiles and was horrified when one dark soldier caught a missile in its hand and crushed it, the explosion doing no more damage than a human crushing an egg in his hand.

A second blast toppled trees, ran through cars and bulldozed escapees like a child running a crayon over paper. The third blast took out Outback and a restroom facility behind him and more humans.

Too afraid to do so much as breathe, Nosecone accepted his fate, knowing he had failed the very people he once swore to protect.

He heard a shriek form words then he heard nothing ever again.

Another dark flier zipped over the city like an angel of death. It approached the I.G. building, nick-named as such because it was the one place humans, Autobots or other visiting aliens considered neutral territory when negotiating trade agreements or peace treaties. The Dark flier circled the building once, swept up high then strafed the structure with fire balls, causing the whole complex to collapse. People leapt from windows to get to safety only to be smashed on the sidewalks or engulfed in flames. The Dark flier made one more sweep, this time aiming right for the ground. It discharged a ball of green light that sparked and flickered. The sphere touched the ground just before the creature did and that part of the city blew, leaving a crater two miles in radius.

The Aerialbots circled the city to get a good estimation of the battle at hand. Silverbolt ordered them to split and take a better look at their enemy. He reported to Rodimus a count of twenty-five 'triangular' ships and fourteen 'sleek' ships. But none of them could get a clear count of the ground troops.

Rodimus clenched and unclenched his fists, his face a stone of concentration and deep thought. He turned to Magnus, Delta and Springer in the command center. "I'm going out there. Magnus, you're in charge."

"No." Magnus's face twisted into fear for his commander. "I should be the one out there. You-" he stopped short, seeing how his arguing wasn't going anywhere with Prime. That look on Roddi's face told him the decision was made and he backed down. Inwardly he growled, frustrated that once either Prime made their mind, it was impossible to change it.

Rodimus read the resignation and turned to Springer and Delta. "Delta, take your people and cover the eastern side. They haven't gotten that far yet. Blaster, inform Silverbolt he's to cover the western area, but not to bother with Chase Airport. I want Slapdash, Sunstreaker and Cloudraker-" Rodimus suddenly cut himself off, his optics locked in a distant but fearful stare. A few seconds of tense silence passed and Delta moved to shake her commander when Magnus held her back and shook his head.

Roddi snapped out of it. His face reflected terror and he turned to Springer. "They've got her!" Without another word, he dashed out of the command center, transforming before reaching the exit.

Springer shook his head and ran after Rodimus.

Delta looked indignant. "What now?" She growled.

"Rusti." Magnus answered flatly. He turned to Blaster. "Patch me in to Silverbolt. We'll need to coordinate things from here." Magnus waited about two beats before glaring at Delta. "You have your orders, captain." He reminded.

Delta defensively crossed her arms. "Commander, I don't see why Prime should waste his time worrying over the life of one human child." Her voice dripped cold, her optic visor took on a light of indignation.

Magnus gazed at the battle captain's hard countenance. Delta was one of the few femmes left of Elita's people. Watching her sister warriors die under Shockwave's merciless tactics had hardened the femme into a cold killer. And Magnus remembered Optimus once confiding that Delta was walking a tightrope. But at the moment, Magnus knew who was in authority and his own fear only served to agitate his people. "On the record, Delta, it's none of our concern.' He growled with a pointed finger. "Off the record, that's an issue between Optimus and Rodimus ONLY. Am I clear on that?"

"Like polished glass." She snarled. "Sir." She added coldly.

Rodimus found the highway marked with potholes and endless wreckage. He scanned each car for life signs as he passed by. Dead. Most of the commuters sat in their cars, either dead from shock, laser attacks or smashed into unrecognizable shapes. For the most part, the attackers left no survivors.

He kept moving right for town, heedless of Springer tagging at his fender. They approached the inner city limits and Roddi noted with some dismay that parts of the Ribbon had been blown completely away and he was hard put to transform at the high speeds to jump the distance then transform almost in mid air (Optimus always managed to pull that off with ease) and land on the other side. Springer had less trouble than he, simply shifting to his chopper mode.

It wasn't until they got off the Ribbon Stretch when something black swept right across Rodimus' path that he pulled himself to a screeching halt. He skidded sideways and transformed, aiming his rifle at the vanished offender. Silently he glanced all around him, making a double glance in every direction. Springer jumped down beside him, his rifle also set on instant attack.

But nothing more happened. And the whole area stood disturbingly silent.

"Ahh, I don't like this." The wrecker growled. "They're playing hide-and-seek. Primus I hate games."

Roddi did not answer him right away. He positioned himself to stand back to back with his friend and waited with scarcely a breath, listening and studying the off-ramp area between the highway and the city. "They know we're here, Springer." He whispered. "They're bating us."

GGGGRRRROGGGG! The throaty sound hit the air as though coming from the ground and three triangular ships swept up from the ground itself and the two Autobots ducked as their attackers swept low and spewed a liquid fire. The overpass and off ramp caught the blaze and blacktop melted like wax. Springer fired first, taking his aim with care, but rapidity. Rodimus tried to examine them as much as he fired at them, finding he couldn't concentrate in both areas. The triangular ships had wings that flapped once, maybe twice only to gain altitude. He also noticed their ammunition came straight from their heads-the ships weren't ships at all, but an unclassified creature!

Rodimus narrowed his optics and wordlessly transformed and blazed a trail right for the inner city. Springer growled at his commander's insane actions and trailed after him, knowing talking Rodimus out of endangering himself would do as much good as giving Sludge an education.

The roadways and sidewalks were littered with wreckage and bodies. Most of the inhabitants either lay dead, or managed to escape the onslaught. However, in a distance, the Autobots could hear explosions and faintly, screams of victims as they met their deaths. Rodimus wanted to help, but . . . Rusti just came first. At least Springer had the curtsey to keep his smart mouth shut.

About half a mile later, the two approached the high school. Rodimus transformed and weighed the situation first. All vehicles were strategically crushed beyond use. All vehicular entryways were either blown into deep trenches or blocked off by what was left of a few busses. Not far from the main gymnasium lay the wreckage of two police aircraft. Bloody messes were all that remained of the pilots. Bodies were everywhere and Rodimus was hard put to remain objective.

"Where is everyone?" Springer's sudden voice nearly made Roddi jump.

"Hopefully escaped." The Autobot leader replied with a forced steady voice. His hopes were dashed when a four-legged creature stepped out of the cafeteria. Rodimus withered in revulsion and horror. The dark faceless triangular head held a victim with a vertical mouth. It moved with delicate needle-point legs and a split-ended tail twitched. Roddi's hand lay on his chest plate in dark memory. His fuel ran cold and he took another step back until Springer's hand rested on his shoulder.

No! No! No! He wanted to shout, he wanted to scream at it, to gain its attention and obliterate it but he couldn't do so much as move! He recalled seeing Optimus' greying body on the other side of the room-he heard the voice of a little girl-and a darker, emotionless utterance answering her tiny voice.

And he remembered how it tried to feed on her and he-Optimus somehow managed to . . .

Something whispered his name and Roddi managed to pull himself back from . . .from what? From what?

Before he could think of an answer, two figures strode out of the wreckage of what was once the music department. Striding on two legs which tapered into fine points, they bore guns of what looked like quartz crystal. Their heads also resembled triangular shapes and their chest cavities matched the four-legged creature. Rodimus barely had time to examine them just before one of them fired. The Autobots ducked as a stream of light shot over their head modules and plowed into buildings, trees and whatever else might have gotten in the way. Holes remained where the light passed through.

"Wow!" Springer remarked. "Get me one for Christmas!"

Laser fire from above obliterated one biped creature, shattering it like so much glass. Rodimus and Springer lifted their optics and found Brainstorm hovering above them. On cue, the Autobot leader fired at the two remaining invaders, leapt forward under Brainstorm's cover and searched the grounds. Springer transformed just as three triangular ships swept in and fired at them.

"Keep them busy!" Roddi ordered. He nearly startled when one biped appeared from nowhere. He transformed and plowed into its black body, slamming the creature straight into the walls of the science department. He shifted back and ignored the dozens of bodies; the pools of blood and mangled forms of teachers and students alike. Rodimus kept his direction set on one girl.

"Rusti?" He called, unsure she'd even hear him. He tried to Call her, even to Sense her, but he received nothing. As if she were dead, silence was the only thing he received.

<<Primus! RUSTI!>> his mind screamed. Above him Springer and Brainstorm zoomed and fired, dodging and barely evading cross fire. Almost heedless of the noise above, the Autobot leader began digging through rubble, hoping to find an unconscious but living girl.

Nothing. Nothing. Nothing!

More bodies and he paused long enough to scan them for life signs. But only death met his hopes.

<<BUT I ASSURE YOU, FELLOW CREATURES, THAT THE TRANSFORMERS ARE BY NO MEANS ALIVE. THEY APPEAR ALIVE TO THEMSELVES, STEALING CULTURE AND IDEAS FROM OTHER RACES IN ORDER TO FULFILL THEIR IMITATION PROGRAMS. I'VE EVEN HEARD THAT THEY BELIEVE IN--HAHAHAHA-A GOD.">>

The memory shot through him like a frozen arrow. Rodimus stiffened and again reached for his chest plates. He felt his systems 'blink'. A taste of death? A fear that grasped at his core-oh what coldness!

He drew a breath of air to force his systems active.

"IT'S A SAD FATE." A soft voice sounded in his audios. "THE COMPUTER DOESN'T REALIZE THAT FOR ALL ITS ABILITY TO IMITATE AND INITIATE, IT'S STILL ONLY A MACHINE. A PROGRAM IS ONLY AS SOPHISTICATED AS THE CREATOR. AND IF THE CREATOR IS ONLY A CREATURE . . . WELL, NOW, A CREATURE CANNOT CREATE SENTIENT LIFE, NOW CAN IT?"

Me, Roddi struggled. I'm alive! I'm not a machine! Not a machine!

"NINETY-TWO POINT SEVEN PERCENT PROBABILITY THE COMPUTER REFUSES TO BELIEVE THE TRUTH."

"UNFORTUNATE. WE WILL HAVE TO DELETE THE ENTIRE PROGRAM AND START FROM SCRATCH. THE WHOLE EXPERIMENT WAS A FAILURE TO BEGIN WITH."

"No!!" Rodimus shouted to no one in the area. "Stop it!"

"The clay shouts at the potter. It knows no better, but it rebels. This is grievous."

"CAN WE NOT SAVE IT?'

"NEGATIVE. IT IS BROKEN. MUCH LIKE THE OPTIMUS PRIME PROGRAM. THAT TOO IS NEARLY DELETED."

"Bastards!" Rodimus snarled. He stood and kicked an entire wall flat. "Get out here and show your fucking cowardly selves! GET OUT HERE!!"

Someone sighed behind him and Prime turned to face a pair of Quints. One Face of Death glared at him, fangs protruding longer than usual. The other snarled at him with the Face of Hate.

"THIS IS CERTAINLY A NUISANCE." Hate injected.

"WE WILL HAVE TO COMPLETELY RESTART THE PROGRAM." Death agreed. "PERHAPS WE COULD SALVAGE SOME SMALL PORTION . . . THE PROGRAM'S SHELL, PERHAPS RATHER THAN A FULL RECONSTRUCTION OF ITS OUTER SHELL."

Rodimus' breathing increased and again his systems 'blinked'. The Quints stared at him as though he were a test animal. He actually felt a rod of darkness press through his brain casing and slide into his soul, lodged there like a medical instrument. It hurt and Roddi fell to his knees, unable to move or cry out. Slowly he managed to press his hands to his head and tried desperately to mentally push the thing out. Not once did he take his optics off the two freaks before him. They continued to stare.

Another black icy rod penetrated his chest and the pressure began to crush his laser core.

Finally he found the strength to scream and he slammed his fist into the ground, then swung it right and smashed part of the nearest hallway.

*BLINK.*

A Quintesson sighed and Rodimus found himself alone with one Quint-one with the Face of Deceit turned toward him.

"REALLY, NOW, RODIMUS PRIME. WE WERE EXPECTING SOMETHING A LITTLE MORE CIVILIZED FROM YOU."

Rodimus growled and leapt for his mental attackers. He was met with a four-legged freak standing as high as Sludge. It deflected him easily enough, but only enough to enrage the Autobot. Rodimus pulled his gun out of subspace and fired. The aim was true enough, but the alien made a curious noise and a shield shot up between them, again deflecting Roddi's attack. Then it charged him. Rodimus ducked, using the creature's weight against itself. It unexpectantly crashed into the school's math wing and the Autobot leader ripped up a piece of railing, utilizing it like a javelin. He swung and when the creature moved to dodge, Roddi fired, catching his opponent off guard. It crashed into another section of the math wing, obliterating the whole front window section, its spindly legs went flying. But it rebounded almost as fast, spitting at the Quintesson that stood and watched the whole procession.

Rodimus took that precious moment to examine the area he fought in. Nothing here but ruins and bodies. A few trees and brush did nothing to give him an advantage over this creature. He needed room and time. AND WHERE WAS RUSTI!?

That cost him. The alien slammed into his body and Rodimus smashed head first into the rest of the science department. He forced himself up just as he heard an odd scratching sound. He glanced over his shoulder strut just to note the creature had shifted to a biped position and held a gun to his head. Rodimus' first impulse was to roll. But he wasn't on flat ground. His next impulse was to kick the weapon out of the alien's 'hands', but he wasn't in the right position for that either.

Instead of firing, the creature bent over and clamped a pincered hand round Roddi's neck and hauled him to his feet. It brought him right to its triangular face and stared right through him. Its featureless countenance glared at him like a nameless abyss.

Something dark touched him and Roddi mentally withered away and tried to hide his face from it. And for a moment, a very long moment, he thought he was drowning. He gasped for air and mentally reached to hide from a darkness that was already in his soul. It sliced his heart and he found himself struggling and weeping.

"No." Something softly spoke inside. "Blasphemy is not permitted here."

Child of Primus.

Child of a god of light.

Chosen of the Matrix.

*YOU WILL NOT TOUCH THE CHOSEN.*

Rodimus was thrown aside with little more effort than if he were a toy. He smashed into the school's front office roof, the wind knocked from him. After a moment of screaming at himself, Rodimus gathered enough strength to scamper to his feet. He could hear the creature stomping toward him, taking pot shots, blowing debris and wreckage in every direction to scare him off. Roddi swung around and tried to recall his weapon but something had blocked his access. The pot shots came close, grazing his arm. Roddi cussed and back flipped onto the parking lot, slipping into transformation and speeding away. To his horror, the creature snapped and popped its joints and dashed after him! He raced down the street and took an adjunction to the freeway access into the greater part of Central City.

"Rodimus!" Springer called.

"No! Stay back! This is my fight. You and Brainstorm look for Rusti!" Pause. "Springer? Springer?"

No response. Rodimus switched to another frequency and failed there too. But Springer flew above him, diving just enough to avoid trees and buildings.

At the moment, Rodimus was able to keep away from the alien. He could not believe how closely it resembled the Matrix virus! What was it? What connections did it have with the Quintessons? Did they create that? They boasted about creating the virus. But this? It even seemed to defy them somehow in that precious moment.

Rodimus took a right on a down ramp and entered a short tunnel, hoping that here he could loose the thing in the underground fork. He kept his headlights off, using only his scanners to guide him through the quarter-mile tunnel. He took a right, knowing it would take him right to the center of town. He came up into the open and swung a hard right, aiming for the Cascade Multi-Mall, a three-story shopping mall with a dream parking lot-courtesy of Burger Enterprises. At least it would buy him a little time.

Over and over and over he tried to Find Rusti. He searched as far and wide as he believed their link allowed, but still received no response. He started to panic and nearly crashed right into a divider on the second level. He pulled to a stop and transformed, finding a sturdy pillar to lean against. This was very taxing, emotionally and mentally. Above he could hear Springer zoom over and pass the mall, making sure he did not give away Roddi's exact coordinates.

Then stillness.

Rodimus squatted down and tried to calm himself. He had to think! What was to be done? Was Maximus being attacked too? And if so, why hadn't anyone contacted him yet? What about Mars? Why hadn't they heard anything from Prime?

He didn't see energy chains swing up behind him. They snaked out and gripped his neck, yanking him down. Another set pinned him flat to the cement. As useless as it was, Rodimus struggled until his optics fell dark.

Light.

He found himself in a factory. Computer consoles lined the walls. Tables stood at one end of the room, a large view screen at the other. Rodimus was bound to the wall in the middle. Cables streamed in and out his body. Two Quintessons examined him. A third entered the room, scanned him with a circular device then silently left.

"TWENTY-THREE POINT OH TWO PERCENT INDICATES THE AUTOBOT'S FILE ALLOCATION TABLES ARE SERIOUSLY FRAGMENTED. ATTEMPTS MADE TO DEFRAG HAVE FAILED DUE TO THE NATURE OF THE 'DROID'S RESISTANCE. FURTHER SCANS INDICATE THIS UNIT MAY REQUIRE REPLACEMENT SOONER THAN WE ANTICIPATE." This one stared at him with its face of DECEIT.

"UNFORTUNATE. SUCH A NEW UNIT. THIS WILL PROVE COSTLY IN PRODUCTION AND DISTRIBUTION TIME." The other Quint's face of Greed frowned, not bothering to look at Rodimus.

"GK." Roddi cussed in his own native tongue. "Quit screwing with my mind and tell me where Rusti is." He snarled.

"THERE IS NO ONE NAMED 'RUSTI'." The first Quint answered matter-of-factly. "WE ENCOUNTERED NO ONE BY THAT DESIGNATION."

"I'm talking about a human girl." Rodimus clarified. He wondered if he had to give them an education of Planet Earth, too.

Deceit sighed tiredly. "GLANCE AROUND YOU, SLAVE. YOU ARE MOST CERTAINLY DELIRIOUS. IF YOU INSIST ON THIS COURSE OF ACTION, WE WILL BE FORCED TO REPLACE YOU AS A PRIME UNIT AND RECYCLE YOU EITHER FOR MATERIALS OR MAINTENANCE. WE HAVE BEEN PATIENT."

Rodimus realized he was no longer at the parking lot, but in some factory on Cybertron. His body, what there was of it, connected to hundreds of systems both functional and communicational. Only his head and torso remained untouched. He fought it, struggling to free himself of the horror. "No!" He cried out. "No! I am Rodimus Prime! Leader of the Autobots!"

"NO SUCH THING." Deceit argued calmly. "YOU HAVE MALFUNCTIONED AND CREATED AN ENTERTAINMENT PROGRAM FOR YOURSELF.

"No! This isn't real!'

"WHAT YOU'VE CREATED ISN'T REAL. YOU ARE MALFUNCTIONING. HALF THE SECTOR IS DOWN AND YOU ARE THE CAUSE."

"No! No! This is Central City, Oregon!"

"YOU ARE IN OCTRON, SERVING AS ITS PRIME UNIT. NOW DELETE YOUR ENTERTAINMENT PROGRAM AND RETURN TO YOUR DUTIES AS ORDERED OR WE WILL TERMINATE YOU."

Rodimus bowed his head. "Optimus." He whispered. "No! I won't believe this bull shit! It's not real! It's not true! It never happened!"

"YOU ARE NOT IN THE POSITION TO DETERMINE REALITY FROM YOUR FANTASY, SLAVE. YOUR ONLY CONCERN IS THE MAINTENANCE AND SECURITY OF THIS SECTOR. IF YOU FAIL TO COMPLY WITHIN THREE NACTROSECONDS, YOU WILL BE PULLED OFFLINE-"

*RODDI, JUST LISTEN FOR MY VOICE.*

Oh, so weak. So soft. But it was sweeter than any music Rodimus heard. He focused entirely on that and shut off his optics, focusing ever harder until he Found her. He glanced in the direction of the little sound and found Rusti laying face down. She looked dead. His systems froze in fear and reflexively, Roddi Reached for the girl at his feet. Feebly, Rusti moved, perhaps merely shaken, but not injured, or so he hoped.

A light tapping etched behind him and Rodimus glanced up, finding himself in a park rather than a mall parking lot. He turned to face a very different spider-like creature and a Quintesson perched comfortably on its back. The Quintesson stared at him with its Face of Hate, its horns and pointed chin gleamed cold in the late October sun.

"It would seem, Rodimus Prime, we are beyond talk."

"I didn't know the Quintessons were capable of stooping to lower levels. Attacking children, now?" He made his voice as cold as he could, which, although hard-edged, hardly sounded threatening. The attack left him weary.

The Quint's optics narrowed, "The rest of the retro-rat-like species can go to Torments, for all we are concerned, Rodimus Prime. Consider this a preamble of things to come. The attack and destruction of Space Station Ellipsis was an unforgivable act. We will not tolerate--"

"Wait a minute!" Rodimus took to his feet. "It was you jerks who kidnaped Optimus Prime and the two children! We are not responsible for the station coming to life. If you have that much of a grudge, I suggest you take it up with the Matrix."

"The problem with that is, the Matrix has two living vessels, perhaps three, if we count the event regarding the station. Therefore, in order to correct the problem, we have to eliminate the chain of command." The Quintesson aimed its gun at Rusti but did not get much further.

Springer leapt from nowhere and knocked the alien off its mount. The two crashed into a pile of smashed trees and the Quint tried to scamper. Springer held on to its tentacles as it dragged him across a tennis court and into the left wing of a damaged museum.

The abandoned spider screeched and forced itself to stand on its back legs. To Rodimus' horror, the shell covering its chest and thorax cracked open and swiveled. Its head flipped down, revealing another head. From subspace, it produced a slick silver rifle.

<<Roddi, duck!>> came a scream in his head. The Autobot commander did so just as a burst of energy emitted from the weapon. The blast, obviously not of Quintesson or Transformer make, sliced through the air, splitting molecules and creating a thunder clap in its wake. The released energy shot across the street, blowing away two hotels in its path and four apartment buildings thereafter, ending with a terrific explosion in the gut of a diesel truck three streets away.

Rodimus stared in shock at the thing and its weapon. The alien took a bold step, the gun pointed at Roddi. It fired and the Autobot threw himself backward in a half-handspring, half-cartwheel fashion. He swung low in a roundhouse kick, knocking the alien off its delicate legs and fired, using his arm guns. The creature rolled to recover but not before Roddi yanked up a light pole and lodged it straight into the creature's back, pinning it deep into the ground. The creature's body shivered in shock and Rodimus yanked the deadly weapon from its hand.

"Rusti?" he called aloud.

<<Here.>> came her little voice. Rusti had been dragged and stretched from one dimension to another. She awoke in pain and exhaustion, able to do little more than remain where she lay. She found herself pinned under rubble. At first, terror struck her. She thought she had been buried alive (one thing she's always been fearful). She struggled to crawl out from the ruins of the museum, but her body simply would not do as much as she wanted. Rusti managed to pull herself out of one pocket, only to lay flat in another. She was just too tired. Her eyes closed by themselves and she would have fallen asleep had the noise of crushing walls and bending timbers not sounded. Much of the building lifted harmlessly from her and in another moment, Rodimus gathered her in his arms. All she could do was lay quietly.

Springer lighted above the rooftop remains in helicopter mode and transformed. An opaque blue fluid covered his body. "Well, that was exciting." He quipped. "What's next? Snake monsters?"

Rodimus shot him a sharp look but said nothing. Springer ignored it anyway and glanced about them. The park, or what was left of it stood deadly silent. Not one tree stood undamaged. Not one building seen anywhere stood unmarked by the invasion.

"Let's get out of here before more company arrives." Rodimus maneuvered out of the park to transform when a whisper came riding on the wind. The whisper suddenly turned violent, throbbing with force and a terrible might not unlike the voice of a living god. The horrible thunderous roar pushed and shoved at the Earth, shifting and pummeling all the flimsy man-made structures. Buildings collapsed like a deck of cards. Trees snapped like so many tooth picks. Vehicles bounced and parts of the asphalt ripped like old worn cloth.

The cataclysmic sound shattered Roddi's audios, throwing his gyros off line. He fell to his knees and tried to protect the little girl who lay unconscious in his arms.

Not for eight seconds did the sound finally abate. It left both Autobots shaking. Rodimus forced his senses together, trying to piece them like a puzzle missing too many links. He lifted his optics and found the remains of the city nearly leveled. He shuddered, suddenly cold from shock. For several long moments, he could not bring himself together. Too much overload in too short a time. He slumped for a moment and concentrated. It took another few minutes, but managed enough strength to stand. He gazed back at the surroundings and stepped back in horror.

"What was that?" Springer asked behind him. His voice sounded more like a squeak. He trembled and folded his arms about himself.

"I don't know." Roddi managed.

"It's as if a bomb had gone off somewhere." Springer fought his body by glancing everywhere around them. The city, for the most part, was leveled. Springer didn't realize his mouth hung open until he turned back to Roddi. "H-how the hell did we survive that?"

Rodimus' optics narrowed. "It seems the Quintessons have declared war on us, Springer. We'd better head back to Maximus."

"Through that?" The wrecker trounced down street, hopping over a few chunks of broken asphalt and a car sunken into a fissure. His optics scanned the rest of the city, his mind still wondering how on Cybertron he and Rodimus survived when the rest of the city did not.

The Matrix, perhaps? Nnnnno. Optimus was on Mars. Springer glanced back at his friend and found Roddi carefully attending Rusti. He had lain her on what was left of the park's grassy turf and scanned her. He seemed so careful, so attentive, as though she were his own child. Rodimus softly spoke to her first in English, then in Autobot. He called her name, then her pet-name. He called her again in Autobot and ever so quietly, Springer could just barely hear her answer Rodimus' call. The wrecker shook his head, incredulous. Not many humans could pick up the Autobot's native language.  And that girl had been speaking it as though born to it.

Springer frowned at himself. He didn't know why he should be so surprised. After all, he was witness to her incredible power. He was there the day she stopped the two Primes from killing each other.  She forced the two leaders to completely shut down.

And to this day she claims she still doesn't remember. How could anyone forget something like that? Yeah, yeah. The wrecker heard all about Cynar's report regarding the amnesia occurring when she fell. Springer was there to see it. It was he who tried to get between Roddi and Prime to begin with. It was he and Magnus who . . . he shuddered. The insanity . . . the things Rodimus and Prime would say! The evil things that they spoke of-alternate realities? (Alternate, not parallel) Creatures so terrible they had no names? Forces and entities and . . . and a darkness that descended over Maximus and spread across Earth. Springer had to purge it all from his mind. Perhaps Rodimus was right. No one should say anything to Rusti regarding those events. She should never remember the sun being blotted out. She should never recall Optimus kidnaping her, using her as a tool to get to Rodimus. She should never remember how the walls within Fortress Maximus would twist into contorted faces of those who lived in the past.

Matrix memories, Optimus said the Matrix remembers everything and forgives nothing. And the things that they saw and the things the two leaders spoke of-a darkness of their collective past and the darkness of a possible future and the horrors of alternate realities and how they could collide like dice bouncing on a craps table.

Springer again shuddered. Between the two leaders was this little girl who fought so fiercely for them. You don't say more than two words against the Primes without getting a mouthful from her.

Static shocked the air and Springer jumped down beside Rodimus who took Rusti. The two glanced around, wondering what had caused the snapping sound. A terrible blinding light flashed from nowhere and the muttering thunder of engines touched the airwaves.

To their horror, the Autobots watched as the sky tore open, wounded as though by a powerful telekinetic. From within the tear came a huge silvery-black ship. Its surface had no markings. The design was unlike anything found in the entire quadrant. Sleek, black,  deadly, it bespoke of an origin Rodimus could not recall.

A shaft of light shot from the ship to a pile of rubble before the two Autobots and the face of a Quintesson only Rusti had seen before appeared.

At first it spoke in a language neither Autobot knew. Then the translation followed in Autobot:

"Slaves, attention: reconstruction begins in minus fifteen cycles."

Neither Roddi nor Springer had any idea what that meant. At least until the ship produced a pair of mean cannon turrets atop its super sleek structure. The Autobots could actually hear the guns power up and the two dashed over the rubble, aiming for the nearest, clearest roadway. They found one not more than a quarter of a mile and transformed. Springer flew above Rodimus, but remained close to his leader. They sped away at top speed, heedless of what they were running over.

No sooner had they reached a two-mile mark than the huge dark ship fired. The explosion echoed with a force that gouged the land and hammered the air as though splitting its very molecules. The resulting violence forced Springer to shift in mid air and plunge hard on his axles. He grunted with impact and nearly skidded across the road. He recovered and tailed Rodimus like a parasite.

The land groaned and tremored with shock beneath Roddi's tires. He could feel the force of the blast echo over the earth's crust and because of their mountainous location, he knew the aftershocks would come and reverberate-an earthquake was bound to hit. Without a word to Springer, he increased speed, aiming for home. He hoped to find the city in one piece.

Rusti slumped in the passenger seat and tried in vain to keep her eyes open. The call was far too close and she thought for sure the Quints were going to kill her. So why didn't they? What was their reason for releasing her? If they knew of her connection with the Matrix, why didn't they hold her for closer study? The girl wordlessly rested her head against the door. Her thoughts drifted aimlessly toward Optimus and she felt her mind fall into an abyss of darkness and silence.

3÷57.8... IT'S TRYING TO FIGURE OUT THE FORMULA FOR SENTIENT LIFE!!!

SHUT IT OFF!

I CAN'T!!!

PNUMA. BREATH. THE BREATH OF LIVES.

"3÷57.8... He never saw the whole equation."

She stared deep into his dark triangular eyes and thought she could see entire universes. "Why?"

"IN ONE REALITY THE AUTOBOTS WORSHIP THEIR LEADERS AS THOUGH THEY WERE GODS."

"Is that a bad thing?"

But her question went unanswered. Her eyes fluttered open and she watched the road with a numb consciousness. Rusti tried to recapture her dream but it drifted off.

Except the equation. "3÷57.8... He never saw the whole equation." Who was 'he'? And who was talking? Who was talking to her?

"Rus?" Roddi kindly called.

She said nothing. Her eyes drifted slowly to the alien dashboard and blinked. She did not have to say anything, his scanners would tell him she was listening.

"Rus, I'm sorry we didn't come sooner. Are you alright?"

Sleep demanded she closed her eyes. A little nap sounded good right now. Just a little sleep and the girl thought for sure she'd be fine. After all, she was with Roddi and he'd make sure nothing would happen to her . . . Distantly she heard him call her name again. Something about 'concussion' drifted aimlessly across her mind.

She didn't know, she didn't care.

Her eyes fluttered open momentarily as the seat adjusted itself, slowly falling back so she could rest a little more comfortably. The safety belt slipped across her by itself and for a moment, Rusti felt Rodimus' soul embracing her.

Springer rounded a smashed Wal Mart truck and steered beside Rodimus. "You've got to tell our fearless leader to stop inviting his intergalactic buddies to hold their parties here."

His joke fell flat on Rodimus. I've been trying to contact Blaster. Have you tried?"

"Waitaminute." Springer muttered. Roddi waited a beat, then two. "Sorry, Roddi." Springer came back. "Seems nobody's home and they forgot t' turn the answering machine on."

Rather than answering, Rodimus silently tried to contact Delta and Sling Shot. "I'm not getting an answer from anyone, Springer. I think all our long-distance communications have been jammed."

"See?" Springer teased. "I told you we should have changed phone companies."

About fifteen miles between downtown Central City and the turnoff leading to Fort Max, the road lay ripped by laser fire and a few well-placed bombs. Rodimus tried not to scan the bodies belonging to Wheelie, Tailgate and Slider. From the look of their chassis, the Autobot leader could already tell what happened to them. Wheelie's body had been partially melted by 'liquid fire' and now lay as a part of the pavement. It hurt to see the little fellow in such a condition and Rodimus hoped it was a quick and painless death. Tailgate lay in five pieces, the pieces missed pieces and some parts littered that side of the road. Slider lay off to the side in robot mode, his hand still rounded the handle of his weapon. An ugly black hole smoked from his brain casing.

Acid.

Just over the next mountain lay the great city of Fortress Maximus. Even at this three-mile distance, Rodimus and Springer could tell a battle raged like a storm. Both could hear laser fire, the thunderous explosion of bombs and shouting. Springer even picked up the sounds of Skyfire's engines as they roared over the city. He copied Rodimus as the Autobot leader slowed. Roddi was considering their next move.

"I'm trying to make contact." He told Springer, "But no one is answering." He pulled to a stop but did not transform.

"Should we try the back entrance?" Springer suggested. Or come in from the lakeside?"

"I hope Maximus had enough foresight to transform to battle mode." Rodimus growled. It wasn't the answer Springer wanted. But Roddi was taking Rusti's safety into consideration.

"If we get in there in one piece." Springer returned. "If not, you'll have to give Chromedome my badge collection."

Rodimus frowned inwardly and fumed silently. He needed to be there with his people, although he knew Magnus was handling the situation just as well as he would have. Should they go in, lasers blazing, or pull a fast one and surprise a few?

Rusti's eyes opened the minute Rodimus had stopped moving. She stared up at the rooftop, her head a little clearer. Her shoulder hurt and her stomach told her it was late, somewhere around six, maybe seven P.M. She sat up and stared distantly out the window, squinting her eyes at the oncoming darkness. On the horizon stars began to appear. But some of them fell right out of view and the girl thought it odd that meteors should fall so frequently. She batted her eyes. Wrong!

The seat snapped up behind her and she settled against it, neither she nor her protector said anything in greeting. Roddi had his mind elsewhere. She kept staring out over the mountain tops noting with alarm more and more meteorites kept falling. The sight looked as though someone had orchestrated it for her pleasure. Something inside her told her something else was occurring: the satellites around the planet were falling out of orbit. Uncertain of her assumption, the girl stretched out toward them, trying to contact something. In her mind, the images unfolded, enlarging themselves like photographs on a screen. She concentrated, moving to another level of consciousness at each attempt until the image came to her in crystal clarity: three satellites fell from their orbits, their circuits gutted out. Another satellite limped through space as though something had eaten into it. It lost its trajectory and fell. Its surface became white-hot as it seared through the atmosphere, a trail of smoke followed until it crashed on the shorelines of San Diego. The sudden loudness of the crash shook Rusti and she startled.

Roddi picked up on her sudden surprise. "Rus?" He whispered.

She batted her pretty grey eyes. <<Roddi?>> she didn't realize she was calling him telepathically.

<<What is it, Lady-friend?>> he responded in kind.

<<The satellites 'r all messed up. Looks like something ate them.>>

Rodimus was shocked to hear her say such things. She's made wild observations before, but not to this degree. Rodimus forced himself to remained calm. <<What do you see?>>

<<Dunno. Sorta funny. One looks like it's all gutted-out, as thought ripped apart with a hooked object. The solar panels 'r all bent.>> She gazed further, her attention drawing close to the moon. <<Roddi, the sky spy's been wiped. There's nothing there.>>

<<Are you sure, Rus? Can you take a closer look?>>

Rusti raised her eyebrows at the challenge. She concentrated harder, trying to imagine the rocky, craggy surface of the Earth's natural satellite. There she found a huge black hole yawning where a communications center once stood. The wave tower bowed as though someone bent it over like a spoon. <<Yeah. The Com center is gone, Roddi. I don't think we can count on any communications between bases here or on Mars.>>

Something caught her attention from the corner of her eye and in the side view mirror, she spotted a pair of black sleek unmarked jets gliding up over the hill. She turned in her seat to look with her unaided eye, as though she could not believe what she was seeing. Her eyes shot widely. "Rodimus!" she whispered.

He did not answer her. She watched in horror as the things snapped out pincers in the front of what was their heads. Their mouths opened, revealing double rows of vicious long silver teeth. They gleamed cold in the darkness. Rodimus and Springer poured on the speed, rounding the mountain. They raced to the crest of Border Bend where the hill dropped into the valley basin occupied by Autobot City. Both Autobots bolted across a large bridge between Caravan Hill (the eastern-side entrance) and Fortress Maximus. They slammed right through the check-in gate as one 'ship' fired at them, blowing the check stand containing a dead Autobot officer. Springer shifted and flew into the city, meeting a battle already taking place. Rodimus approached a broken docking ramp and Rusti held her breath as he accelerated even faster and effortlessly cleared the twenty-foot gap. Their followers were met by Targetmaster Blurr and Autobot Femme Simultan.

Fort Max was not in battle mode.

"Rodimus!" Rusti breathed. A building fell as though a black hole had opened right underneath and swallowed it whole. Another building-a training facility for young EDC recruits-slipped sideways. Nothing was firing at it.

"What's going on?!" Rusti lost her breath at the sight. Rodimus ascended to the first level of the city and headed north, away from Cen Com. "Roddi, why are you heading this way?"

"Emergency throw switches are kept under the human sector."

"I didn't know that."

"It was a redesign Optimus and I worked on prior to our Infection. Optimus had suffered from visions concerning the Quintessons months before their first attack when your dad was still a little kid. So over the years following the creation of the Target/Headmasters, he began a series of plans for hidden defense systems in the cities."

Rusti blinked slowly, amazed that Optimus would find time to plan ahead. "Has he always been like that, Roddi?"

"Like what, kiddo?"

"I dunno . . . paranoid?"

Rodimus chuckled a little. "Try bearing the Matrix for a few weeks. It'll give you new meaning to the word 'paranoid'."

"What's that mean?" Her question went unanswered. The road before them exploded and Rodimus slammed on his breaks, skidding several yards toward the gulf. His momentum nearly forced him over the edge of the road. His front tires fell over and Rusti screamed, fearful they would fall right over.

"Shhhh." Rodimus didn't need her to panic too. "Rusti?" He called softly.

"What was that? Who attacked us?"

"Rusti, open the door very carefully. Very carefully."

Her heart pounded, knowing they were dangling a good half mile from ground level. "Okay." Her voice whimpered. She slowly opened the door and carefully stepped out. Cracks covered the metallic road. Electric cables and fiber optics hung exposed to the air. All around them explosions and cries echoed across the city. The night flashed with the lightning of bombs and laser fire. The air boomed with jet engines and screaming missiles. A fire in Sector Three blazed, lighting that part of Fortress Maximus. It was actually a pretty sight, but how many Autobots and Humans were killed there, or lay dying?

Behind her Rodimus transformed and rolled over on his back. He pulled himself up and gazed at the area with her. "I can't believe this." He moaned. "No warning. No shots fired. No communications or anything in regards to an invasion. Nothing from Gate 09-A. No word from Pluto. No word from Mars. Why didn't Optimus try to communicate with us?"

Rusti gazed back at her friend. "Maybe because he was attacked first."

Roddi's optics narrowed. "Or something else happened and he didn't want to distress me about it."

"Maybe he was cut off just like we are."

Rodimus couldn't decide.

A new eruption of light shot up from below them and as Roddi and Rusti watched, a worm-like creature emerged from beneath the city, digging its way through the metal as a maggot through a carcass. Rodimus jumped to his feet.

"That's IT!" he cried. "That's what we've been hearing!" He slid his hand into his arm and from subspace produced a line and grappling hook. His first attempt to toss and catch the other side failed to take hold. He tried it again and managed to get a good enough grip. "Come on, Lady-friend. We're outta here."

Rusti climbed to his back, knowing he would need free use of his arms. He swung as an alien swept right under them and attacked another ribbon of highway heading south of Fort Max. Rodimus grasped the edge of the broken road just as the alien came for another round. Rusti slid off his back and hopped in when the Autobot pulled himself up and transformed.

"Those things," Rusti pointed. "They were burrowing under the city, weren't they?"

"I think that's what been disrupting communications between us and New York. This is bad. It means the Quints used their phasing technology to get sneaky."

The girl fell silent as Rodimus drove downroad toward Sector Alpha. Buildings she used to know crumpled like so much refuse. Streets she once walked on lay ripped and burned. The water fountain where two femmes stood back to back, balancing a star between their outstretched arms was now a pile of rubble. It was one of Grapple's last 'small designs before his death several years ago. Rusti choked with tears. That fountain meant something to everyone who remembered the finicky architect. She wiped her cheeks but failed to control her sorrow.

<<I know, Lady-friend.>> Roddi soothed.

<<It's not fair, Roddi. All the fights were elsewhere. Sometimes I'd wake up in the middle of the night, hoping you and Optimus would come home soon and okay. But I never thought it would ever happen here.>>

Rodimus merely Embraced her with his mind, saying nothing.

They reached the command center-or what was left of it. Rusti disembarked and glanced around her. The battle hadn't touch this area yet. Some EDC officers and cadets were scrambling for last-minute things. One officer took a moment to glance in their direction as Roddi tried to manually open the doors.

"They had to jam them in case the Quints tried to break in." He informed. He gazed at Rusti thoughtfully but said nothing to her. "Sir, shall I call your shuttle?"

"What? Communications?"

"No, sir. Limited-range remote control."

"Magnus?"

Up at Com, sir. He ordered a lunar retreat just before all communications went out. But the Quints have obliterated the shuttle bays."

"Damn them!" Rodimus spat. "Lieutenant?"

"Vanderhelm, sir." And the officer saluted.

"Uh, western side-uh, Sector twenty-two, underneath the football field. There's four shuttles there-"

Rusti and Vanderhelm stared at Roddi with wide eyes.

Vanderhelm stammered. "But . . .I thought I knew this city. I mapped it for the forest service and Central City and the National Guard."

Rusti met Roddi's proud-stricken optics. "Let me guess, another one of Optimus' ideas."

"Nope. That one was mine." He grinned broadly. Rusti nodded, approving. "Vanderhelm, I want you to take Rusti and head out there. I'm going to give the Quints a taste of their own gas treatment."

A massive slice of metal landed right before them and Vanderhelm yanked Rusti back as an alien soared overhead and dropped something from its lofty position in the night sky.

The object landed on two stilt-like legs. Its large faceless head veered left then right, scanning for anything that moved. Rodimus attacked it using his arm weapons. He dodged its return-fire and silently signaled Vanderhelm to leave the area. Vanderhelm dashed out from behind the metal slab, trying to drag the girl with him. But Rusti wrested from his grip, refusing to move. He was an idiot, dashing out from cover like that.

She heard nothing.

In slow motion, Vanderhelm silently swung around and shot her a dirty look. But Rusti resisted again when he reached for her. She tried to pull him back-the silence of the moment forced her senses to register everything with slow movement. She tried to drag him into the shadows with her, but he wouldn't budge. Finally, with another dirty look, Vanderhelm dashed off.

The alien's head snapped to that direction.

One beat. Rusti felt her heart pump harder. But no sound came to her ears. Something slammed into the nearby building. She felt the vibrations, but no sound, no real-time movement.

Two beats.

She blinked.

Optimus was arguing with someone.

Three.

A light streaked through the air, illuminating the darkness of shadows and all that remained of Vanderhelm's body was a pile of ash.

She screamed and at first couldn't hear her own voice. But her emotion broke through the silence and she finally could hear the bombs and the jets as they zoomed overhead. Light flared and died around her and one explosion after another thundered around the city.

Another alien suddenly phased in from nowhere and blasted everything in sight. Rodimus kissed the ground and Rusti screamed when part of the building behind them cracked and fell to the side. She dashed as parts of metal and cement rained over the area. The two aliens advanced and Rodimus went for one, hacking the other with his leg.

"Roddi!" Rusti cried, though her voice was drowned by the strafing of laser fire as another alien ship came streaking through the sector. Jetfire followed it, tagging its tail and nearly rammed into the com center. He fired time after time, the two looping circles in the air, dodging buildings and flying over and under the 'floating' freeways in the city. Jetfire targeted several times, slashing buildings and roadways before nailing the alien ship in the thrusters.

A Quintesson phased in thin air and shot at Jetfire, wounding the Autobot. Jetfire fell from the sky and Rusti choked back a cry. As though on cue, Rodimus swung around and blasted the Quint in the optics. It shrieked and smashed against the wall behind it.

The alien with whom Roddi exchanged fire sprung from its position behind a bulkhead, wrapped one arm around Rodimus' neck, yanked him down and jolted him senseless. Rusti found she couldn't even cry. She sank to her knees, unable to breathe.

Darkness bordered her vision and all sounds echoed eerily in her mind.

No breath.

Light flared and startled her enough to pull herself from the moment of shock. She laid her hand on her chest and forced herself to take in air. Kup and Springer fired time after time. It occurred to the girl at that moment, that there had been more than one alien and that they were now surrounded by the battle. Kup rushed to Rodimus' side.

But what happened to the alien? It was there just a moment ago . . .

Something hissed behind her and she turned to find the alien standing behind her-only a little taller than she! She ducked when it aimed a right-cross. She plowed into it, using an old football play. She forced it several yards from her, amazed at her own force.

Another explosion burst, shattering her ears and tossing her through the wall of a nearby EDC office building.

Rusti lay quite still, unsure what had just happened. She wiggled her fingers, blinked her eyes. She remembered to breathe and touched the floor beneath her. She had her exosuit 'on', but she did not take her helmet with her. That would have been unnecessary for school. How the hell did she survive her crash?

She blinked again and something at the edge of her mind told her she could not stay. She could not lay and sleep. Several more seconds passed before she remembered she was being hunted. She forced herself to her feet and staggered in some direction, not sure where she was going.

Where was she supposed to go, anyway? Before she took cognizant of her actions, she found herself halfway up a staircase. She glanced about, wondering precisely where she was. The girl thought hard. Crashing through the wall must have knocked something out of her. She was disoriented so that she lost her sense of direction. She shook her head and moved forward, hoping to find an exit on the next level.

Rusti found a lobby belonging to the second floor. She glanced around another moment, trying to figure out how the second floor ended up where the first floor should have been. If she went upstairs, would she be on the third floor? She stopped in mid thought and listened. Something echoed her own heartbeats, whacking away at the doors, snapping at the floor like a pair of over-sized toothpicks. She dared a glance around the hallway wall and snapped back just as a laser bolt shot at her.

Rusti thought her heart was going to fail. She laid her hand on her chest, terrified. No!! Something else inside her screamed. "Move!" She did just that. She dashed up the stairs to level three and ran down the hall and slipped into a sealable conference room. The whole building seemed so terribly empty compared to what she was used to. Autobot City never slept and no matter what time of day or night she was up, the halls were always occupied with Autobots or Humans.

She manually opened the doors then sealed them behind. Rusti stripped her clothes, knowing she had just minutes before her hunter-seeker found her. Adjusting the controls of the exosuit, she wished with all her heart she had her helmet. The suit worked even without it, but she could not protect her head very well. The girl took a deep breath to calm her nerves and prepared to meet her attacker.

The faceless alien slammed the door once. Rusti tried to control her racing heart. The door blew in, deflecting harmlessly off her. The alien pointed its crystal-encased weapon.

She pointed a metal-tipped finger, directing energy only with her mind and the creature flew backwards against the opposite wall. Its screamed with surprise and scampered to its feet, rushing with another attack. Rusti dodged it when it came close enough, using another football tactic, tripping it up, swinging around ever so quickly and kicked its rear end. The surprised alien hit the wall, spun around and fired at her. But the lasers bounced off the field like pebbles against a turtle shell.

Rusti approached the thing, kicked its gun out of its hands then took hold of the monster's head and unceremoniously shoved it out the cheap glass window.

"GK!" She cussed in Autobot.

She tromped downstairs, searching one hallway after another until she found an exit. Her head cleared, but her heart would not calm. Once outside, Rusti found the battle had intensified. Rodimus was nowhere to be seen and she feared in such crazy circumstances, she would be forgotten and lost.

A dark ship thundered just overhead and a stream of laser fire sizzled the metal flooring of the city. Rusti hid behind the fallen form of an Autobot. Templix, from the outline of the design, she guessed. Templix was an aerial scout, small like Powerglide, but more aerodynamic.

The sounds of battle subsided just enough to allow the girl to faintly hear Kup's voice. The sound came from the western side, perhaps closer to the cafeteria. "Kup!" She whispered hopefully. She dashed over debris and fallen buildings. She crawled over bodies of people she knew and didn't know, sorry that she could not stop and see if any of them were alive. What a crazy thing! Most of these people she'd seen everyday! She would wave at them or just watch as they would pass by her day after day.

And now they lay here . . . dead. And all she could do was regrettably walk away from them. The girl tried not to let it bother her too much. She forced herself to remain focused on Roddi.

Screaming engines wailed in the air as another Autobot 'bought it'. The poor creature slammed hard into a building not far away and an explosion followed. Rusti scampered a little faster, hoping to gain some distance before anything happened closer to her area. She tried to hear something else from Kup, her hope slowly failing. Where were they? Where did they go? She padded down a flight of stairs leading to another courtyard. All the R&D buildings stood here. Most now ruined by the assault.

A dark shape folded out from nowhere and a four-legged beast swung an oblong head up and down much like a lizard agreeing with itself. It tapped a tapered leg-the same type as those that attacked her school earlier that day.

Rusti froze, terrified the thing-the huge dark spindly-legged thing would fire right at her. It crept one way, turned and tapped toward another way. Again it nodded to itself and clattered, tapping a pair of pincers together.

Then it turned and stared right at her. Rusti swung around and dashed back upstairs for cover, not running fast enough.

A light engulfed her and pain shot right through her body. She fell, kissing the metal steps, her cheek laid on cold metallic flooring.

Was she stunned? She couldn't be dead, because her eyes were still open. But her body lay paralyzed. Did the suit protect her from a full blast? She couldn't really tell what exactly happened.

The whirling sounds of a helicopter whipped in her ears and several shots were fired. Other shots retaliated then an inhuman scream echoed through the air. Someone transformed and landed hard.

"Is, is she . . ."

"No." Came Roddi's voice. "I think she's just stunned."

A finger picked up her hand and Rusti realized Roddi was scanning her for injuries.

<<Rus?>>

<< . . .>> she really couldn't think of anything coherent to answer.

<<Come on, Lady-friend. Talk to me.>>

<< . . . >> she slowly blinked. "3÷57.8... HE NEVER SAW THE WHOLE EQUATION." She started crying. Why, she did not know. There was something terribly sad in that . . . whatever the dream meant. Roddi gathered her in his arms as he did so often. She rested her cheek against his chest plate and wished with all her heart Optimus were there too. She weakly laid her hand on Roddi's chest and felt the Autobot's laser core vibrate softly.

AN ALIEN ROBOTIC SPECIES. A UNIQUE ROBOTIC SPECIES. . .

"She's okay." Rodimus confirmed to Springer. "But I think the exosuit is damaged."

"Are you sure you want to use the self-destruct? There won't be much left of the city when we return, you know."

"Springer, better to destroy what you have rather than allow someone to use it against you. Believe me. I know.

"Yes, sir!"

They walked for several long minutes. Rusti's head cleared again and she sat up, finding herself shaking and still a little light-headed, but better.

<<Rusti?>>

<<Something hit me, Roddi. Am I okay?>>

<<So far. It's a good thing you had your suit on, though. You woulda been toast.>>

<<Is the suit ruined?>>

<<Not that I can tell. We'll have someone look at it later.>>

A few minutes later the trio arrived at the cafeteria. The building seemed so eerie in the darkness. The city, lit only by laser fire and a half-moon, looked much like a ghost town trying to come to life. Emergency lights tried to filter through smoke and the baleful light of plasma fire added to the city's ghostliness. Roddi let Rusti down and Springer acted as guard while the Autobot leader rigged the front doors open. The minute he succeeded, they were met with sounds of charging weapons. Then a close collective sigh sounded loudly from humans and Autobots.

"Commander," Apogee, a female Autobot greeted. "I'm sorry, we thought . . ."

Rodimus brushed it aside. "I want you to alert all Autobots to the football field at once. We're pulling the cord on Fort Max." His order was met with questioned resistance. He turned to Springer. "I need you to set up a defense line on the eastern front of the field. Apogee, you and the others get to the shuttles. No arguing. Just do it."

The small group of humans and Autobots dashed out and transformed, much to Roddi's relief. But Springer remained.

"What about you?" He asked.

"Not now, Springer. I have to shut the city off."

"Hey, much as I hate to act mushy, we can't afford to loose you."

Rodimus shot him a cross look.

BAAAM!

Rusti slammed against the wall as the city jolted violently from bomb impact. Her ears rang with the thunder of the blast. Sirens went crazy as other Autobots scampered under emergency action.

"Go!" Rodimus ordered Springer. "I don't care if every Quintesson brings a grandmother to the party, you get those lines up!"

Springer gave Rusti a glance and pointed at Roddi. "Keep him out of trouble, will ya?" And he dashed down the corridor.

The flooring creaked and moaned as something from outside ripped its way through. Three jet fighter Autobots tried to secure the area with enforced resistance to give would-be refugees time they needed to escape.

The ground broke wide open and a twenty-foot freak with bladed legs sliced its way around. Two Autobots found themselves pinned then crushed as the dark-bodied alien forced itself further against them.

Rodimus swept Rusti up and dashed into the cafeteria. Rusti found herself thrown into the air, shifted and pushed this way and that and when she could finally catch her breath, she sat inside Rodimus' transform mode.

Rodimus raced down three hallways, rammed through the doors of one large conference room and burst through the doors on the other side of the building. Rusti could feel him cussing to himself for taking too long a time to do what he needed. He drove toward the northernmost part of town, into what Rusti assumed was Hanger Six, used mostly for shipping and receiving. Rodimus sent a signal and that part of the ground yawned open and he entered a dark tunnel, using only his scanners to keep them from crashing into any bulkheads.

Rusti moaned, exhaustion finally creeping over her. She rested her head against the seat and sighed.

<<It'll be okay.>> Roddi soothed.

<<I'm so tired, Roddi.>> she replied. <<I've never been hit before.>>

A few minutes later they entered a com center. Rodimus parked and Rusti got out. A computer stood at the other end of the room, its huge monitor reflected nothing but static.

"Is it off line?" She asked, her voice piping like a mouse.

"Not really." Rodimus answered deadpan. "As long as Fort Max still lives, it'll stay on line."

Realization hit Rusti like a baseball bat to the back of her head. "Oh, Roddi. You-you're going to . . . terminate the city?"

Rodimus' expression turned to agonizing sorrow. He knelt soundlessly before her and all Rusti could think of was how alive Fort Max really was. It knew everything that took place within its walls. It-he knew when she would sneak into Optimus' office, or when she'd get out of bed to sneak around at night-Fort Max opened doors for her and sometimes she could feel it laughing at her own personal jokes.

And Rodimus was going to commit a mercy-killing.

She started to cry.

"This is war, Rusti." Rodimus answered softly. "Sometimes we have to make decisions we otherwise would never do. If the cities ever fell into Quintesson hands, there's no telling what those tentacled bastards would do. All Autobot cities come on line knowing full well that in war, they are programmed to protect, self-destruct or allow themselves to be terminated if necessary."

But to the girl, it was as if he had to kill a helpless baby bird. The idea was a straw on a camel's back and she just wept. Fort Max had been her home and he wasn't going to be around anymore.

Two aliens emerged from the darkness of the corridor. Their four long legs tapped on the metal floor like rocks or nails on a chalk board. One fired several full-loaded shots at Rodimus and Rusti cried out for her friend. Rodimus fell back and lay still. The dark creature stepped forward and trained its pincers on the Autobot leader.

Rusti frantically searched for a weapon.

Nothing. Her exosuit was off line. Nothing but the damned sprinkler system and the computer Roddi was supposed to turn off. Rusti was but four feet away from the alarm system. So far she had gone unnoticed by the aliens whose attention remained squarely on Rodimus. The two spoke in some peculiar clicking language. Rusti guessed they spoke to their Quintesson masters.

Slowly, cautiously, the girl inched closer and closer to the computer until she stood directly under an emergency reset switch. Unfortunately, it was a good two feet higher than she. She stretched and missed.

Scraping metal startled her and she ducked. When she recovered enough courage to glance around, she noted one of the four-legged aliens had moved to examine the computer above her.

They still hadn't noticed her, a small bug compared to their sizes. She jumped again and failed. She tried and failed again.

Frustrated, Rusti took a few steps back first then dashed and jumped up, slamming her knotted fists into the button, making a loud slapping sound. A searing pain sizzled her hand and Rusti snapped it back with a cry. She held it close, her stomach tied in knots with agony. A huge dark tentacle swept near her and she ducked.

"Klepta , doat t'tanian?" A rumbling voice filled the air and sent chills down the girl's back.

"P'kroptat. Deis sestavik. Rogk human."

"Human? Klepta human?"

The lights died as the reset stage took place. In dim light, Rusti could make out the shapes of three Quintessons and two four-legged aliens. When did the Quints come in? She heard nothing. They rode in on nothing . . .

One Quint pointed a gun at the computer and the girl wished she could scream. A point-blank laser fired into the consol and electricity spewed, lighting the room like a strobe light. The girl whimpered and covered her face.

A faint buzz sounded, the only thing that acted like an emergency alarm. And from the ceiling and walls, water gushed, quickly flooding the room with coldness.

The whole fortress shuddered and tilted left. Rusti tried to climb the wall, hoping the water was enough a diversion to save Rodimus. She managed to climb high enough to set off another alarm when Quintesson took note of her and plucked her off the consol like an insect from a tree.

"What's this?" he inquired in Autobot. Rusti shuddered. The Quintesson had one eye. A mouth full of dark sharp teeth gleamed from between two well-developed lips. Ridges on either side of its head created semi-circles about its egg-shaped body. The metallic surface of its skin made an eerie reflection of the girl's own face.

"It seems we've been monitored by a metallic mosquito." the Quint answered its own question. "Perhaps we should interrogate it, learn how its make up causes it to crave the companionship of the Autobots."

The creep's companion gave his attention to Rusti's captor. He floated over from Rodimus' side and poked Rusti with his huge tentacle. Rusti thought she was going to smother.

"Hmm. The entertainment value of this thing is not worth the time and effort. We should dispose of it and continue our work."

One of the four-legged aliens spoke in clicks and snaps. It scraped a long leg over the water-drenched floor as though making a point as lucid as possible.

"Agreed." The third Quint finally spoke. "Quardant Tral-aldaunath, we cannot afford to expend any resources. Time is of our most valuable commodity. If we are to open the window according to our calculations, this energy you are using on the human should be put to better coordination with the greater plan."

"I apologize for my lack of self-discipline." Rusti's captor agreed.

Rusti felt her heart slam into her throat. They meant to kill her like a pair of cats with a helpless mouse. She closed her eyes and drew a deep breath.

The monster's tentacle closed in around Rusti and it was all the girl could do to roll herself up to keep from being squashed by the alien. Darkness swallowed her like a coffin as the monster began to squash her like an unwanted insect. Her cries never reached her throat.

* * *

July, 2038

OUTSIDE THE MILKY WAY GALAXY

He was a speck of dust on someone's carpet. He heard so much and could see so little. Dirt lay all about him and from time to time he could see huge bugs pass by. They fed on debris and refuse, on food crumbs and dandruff. Large bodies stepped all about him and ignored him entirely. Here, he could hear and smell. And for a while, he was truly happy.

Until he tried to remember who he was and how he came to be. He thought it over for a long time, for as long a time as a speck of dust considers time. But for the life of him, he could not remember who he was. He could not remember how he came to be or why he was there.

Was he important? Did he have any friends? It dawned on him quite sadly that he could not move. He had no control over his body. Sometimes a great wind would rise and force him along paths he did not wish to travel. He found himself in one room one time, a different room another time. He could not control where he went or when and it was very frustrating.

He tried to grow arms but to no avail. He even tried to communicate to a bug. He shouted at it, screamed and called it every foul word he could think of, and a few he made up himself. But the bugs did not hear him.

Other dust balls and specks came and passed him without much thought. He tried to talk to them too, but found nothing else was quite like him. At first he thought this was really wonderful. In a carpet universe, he was the only speck of dust that was aware of itself. He was quite proud of the fact that he knew he was alive and could think and communicate.

But shortly, he realized what a waste it all really was. He was alive, certainly. But he was the only thing alive. The bugs were alive, but they just went about their business, not much more sophisticated than a series of programs. They did not talk, not even to one another. They scrounged and ate, defecated and reproduced and moved on. They did not build cities or contemplate the universe. They weren't curious of the time or the place they inhabited. They weren't concerned with themselves at death. They just moved on.

At first, this irritated him. The bugs were fools! Didn't they realize there was more to life than eating and reproducing and defecating? Didn't they realize . . . didn't they know?

And he realized they weren't the idiots. He was. He was the fool for thinking he was significant at all. In all the carpet, in all the universe, he, the speck of dust was obsolete. He was nothing. He meant nothing. No one knew or cared about him. Sometimes the humans who walked over his universe would step on him and hurt him terribly. Never enough to kill, but their feet sent blows of terrible pain over his tiny body. He begged them not to step on him, but they couldn't hear and time after time they crushed him and he felt so alone, so obsolete.

Then a terrible sound pierced the air and he grew terribly fearful. The sound shot through him like-like-he couldn't say. It hurt, that's all he knew. Oh! Oh! The humans! Oh, the humans were, were vacuuming the carpet! He would be sucked up into a hell he would never ever be free of! Oh! He, he had to communicated with them! He had to beg them not to send him there because there would be no more sound! There would be not one soul like him and he would alone, utterly, utterly alone in a world so much like he, but nothing like him! He tried to scream. He pleaded and begged and shouted as loudly as a speck of dust could. The noise came closer and closer. He panicked and suddenly, it all came terribly clear to him: he was a speck of dust on an ocean of carpet. He tried to communicate to people so far above him, that their minds would not even consider his existence. Not one soul heard his cries. He was crushed underfoot. The sound, the horrible piercing sound stabbed right through him and he remembered nothing more.

Galvatron sat in a rickety wooden boat adrift on a sea of Transformers life-blood. Armless and legless, he sat there hour after endless, timeless hour, just watching the unchanging sky and the shoreless sea. All around him floated the heads of his victims, sometimes banging the sides of the boat. They stared at the sky, wearing the very same faces of horror he'd see just before their deaths.

The sky sucked his energy. No sounds save the slapping waves against the craft or the thumping of the heads and their dark optics as they hit the boat. The red ocean does not change color. The sky does not loose its red hue.

Just he, the sea, the heads and the silence.

Once he opened his mouth but nothing came out. Primus! He can't even hear the sound of his own voice! He tried again and again and again, but nothing whatsoever came out of his vocal unit! And he tried to scream and can't and finally he started to cry. Terrible, terrible silence. No one knew. No one cared.

Time meant nothing.

Silence.

Silence.

Silence.

It was so quiet, it was loud. It was so loud, it hurt. And hurt, he did. All over. In his mind, turmoil set in motion more emotional pain than any he had felt since . . . yes, the torture of that Nameless Unicron.

Solitude.

How could silence hurt so much? Just the drop of a pin, just flicker of wind, just . . . the sound of one little voice! How long he had lain their, just a pile of refuse, Galvatron could not tell. Moments passed into eternities unaccounted for. His thoughts came and left him, filling nothing in his wretched soul.

Oh, Primus! But he was wretched, too! Galvatron realized he was getting precisely what he deserved. What had he done to deserve anything else? He knew if anyone tried to help him, eventually he would stab them in the back.

Oh, still, just for a small sound! Just for a voice, even the voice of a tormentor would be welcomed!

He was cold and hot. Pain played him like an instrument, aching in one area then another. Why wasn't he dead yet?

Silence.

Nanoseconds stretched off into a time undetermined. It could have been a few minutes, it could have been several hours. Galvatron just lay there, hugging the cold ungiving ground beneath him. His body lay in scraped pieces and if it was torn so badly apart, how could he possibly hurt so much?

The little world about him was as empty as his soul.

Oh but for the sound of one other life form! He tried to moved his arms and every attempt was met with agony. He moved, cringed in pain then lay still. Another move and pain forced him to lay still again. What torment! He would shift his aching arm, only to be whipped by agony in his back. He could utter no sound. No sound would come, anyway. Not in the vacuum of space. And who would hear him?

Gradually, ever more slowly than the rotation of a beleaguered planetoid, Galvatron managed to pull most of himself into a sitting position. But there he stayed. The anguish made him shake. His face plates ached. His arm(s?) throbbed and the pain traveled mercilessly down his innards. . . if he had any left. He tried to do a self-diagnosis, but that part of his senses had long since burned out. He could assess only by what he saw and felt. Half his right leg lay elsewhere. Perhaps light years away.

No.

There it lay, only a few yards from him.

His left hand unit was missing. Perhaps it too lay elsewhere nearby.

He shuddered with the cold. His regulatory program must have gone haywire.

Haywire. That's a stupid Earth term! How annoying. Even out here, all the way out in the middle of nowhere, Galvatron still had Earth on his mind! Those stupid little flesh creatures were more influential than what other extraterrestrial life forms gave them credit for.

A cramp intercepted Galvatron's thoughts and he bowed over, shaking and . . . crying.

Crying?!

Yes! Fluid fell from his optics. Although it swiftly froze in the sub-degree temperatures of space, wet shiny drops fell. Crying! Like some pathetic self-pitying flesh creature . . . Embarrassed, even in solitude, he ordered himself to stop. He tried to hold himself up and failed.

Failed.

He had failed in life and there was no one to blame. There was nothing left to him. He was obsolete.

Another cramp developed and Galvatron was forced to lay down again. The agony left him weak and he longed to sleep. No rest. And death cheated him the release he longed for.

Silence.

Silence.

Silence.

Gawd! Just a word, a sound!

Why was he still alive?

Pain crept up his back and in silence, he wept. And the silence grew louder still.

No one was there to say anything one way or another. No one was there to make him pull himself together. No one was there to listen to him boast, to force the anger out of him, to make him puff up with pride and dare him to stand.

He was useless. And no one cared.

Eventually, Galvatron again drifted into the gentle embrace of sleep.

*I INTERVENED. I GAVE YOU LIFE. I TOOK YOU FROM DEATH. BUT YOU ARE ARROGANT, GALVATRON. I HAVE NO USE FOR ARROGANCE. NOT FOR WHAT I WANT.*

He woke. Too weak to move, the 'great' Decepticon simply laid there, helpless as an infant flesh creature.

*I GAVE YOU LIFE."* the voice sternly repeated. *I CAN TAKE IT AWAY AGAIN. BUT I THOUGHT YOU MIGHT WANT ONE LAST CHANCE. I'VE SEEN YOUR POWER CORE. I KNOW WHAT'S DEEP INSIDE YOU, WHETHER OR NOT YOU CHOOSE TO ADMIT IT.*

Primus. He couldn't say it. But the name came loudly enough to his mind.

No. it wasn't Primus. But no one else stood nearby. Even with all his senses down, Galvatron knew he was all that lay on this floating space rock. He didn't even know how he got there. Still . . . Oh, and hearing the voice was sweet. Galvatron realized that finally he was not alone.

This was . . . kindness.

Someone thought of him. Someone remembered him.

"I'VE CHOSEN YOU, GALVATRON. BUT THE DECISION IS YOURS. I CAN ALLOW YOU TO PROCEED TO DEATH. I ASSURE YOU THAT YOUR TORMENT WILL BE ONLY THE BEGINNING. THERE ARE THINGS FAR WORSE THAN THE PAIN YOU'RE FEELING NOW. BUT HERE, GALVATRON, I AM OFFERING YOU ANOTHER CHANCE AT LIFE. IT'S UP TO YOU.*

The voice stopped. Galvatron felt the presence flee from him, as though it realized it was wasting its time. Wasn't it here before? Was that the same voice as earlier?

The pain and cold attacked again, wrapping icy fingers about the still form of the former Decepticon leader. Galvatron thought for a very long time.

Another chance at life?

Why?

Another chance at life?

Was it . . .

Was it possible that . . .

He . . . would be given a chance to change?

But no. What kind of a fool would he be? No one would accept or believe him! Galvatron could not believe it possible of himself.

Wait. What did the Voice say? It knew what was deep inside him . . .? What was deep inside? What . . . Was . . . was he actually capable of goodness? Was he actually capable of something other than destruction? His body trembled with his thoughts. Was, was all that possible?

He recalled once helping Optimus Prime retrieve something on Charr. Primus that was ages and ages ago! He remembered working with Optimus Prime against the Insecticons and . . . and he dared once to admit to himself he enjoyed working with Prime. Galvatron actually had to smile inside-yes, a real smile. He found how eccentric Optimus could be.

Other situations came to mind-the time he had the Constructicons dig their way to the Earth's core and he had to work with the Autobots to save the Earth and themselves from HIS idiocy. Optimus was never anything less than fair.

Never anything less than fair.

That's power, Galvatron thought suddenly. And that thought sparked another: it took more to treat a jerk fairly than to strike out in anger and kill. It took more strength to assist someone who didn't deserve help. It took greater mental strength to work with someone who'd sooner kill you as look at you.

It took unimaginable integrity to treat your enemies with patience and impartiality than to treat them with hate and persecute them.

Optimus had certainly done his share of killing on the battlefield. But never ever would he do it out of cold blood.

That, the Decepticon told himself, was strength. That was power-that was true power.

And it was something he now wished he had. It was a quality he lacked. His form of leadership came through threats and harassment. Optimus earned his position. Galvatron took it.

What power!

Primus, if only he could . . . if only he knew how.

If only he had.

He deserved what he was getting. He understood why. And he respected the punishment he was receiving. Galvatron inwardly sighed as another onslaught of pain assailed his body. He deserved it. He dedicated every stroke of pain, every moment of lonely silence to those whose lives he had wrongfully taken.

The pain that racked his body lessened for a brief moment when Galvatron, former leader of the Decepticons, felt something he had never felt before in all his miserable existence: responsibility.

He deserved nothing. He was nothing. If this was to be his place for the remainder of time, he would take it without complaint. He earned it. His pain and solitude was the price he paid for the sorrow he dealt in his lifetime.

And . . . before he could finish another thought, he fell to a gentle sleep, a sleep given him by divine kindness.