He watched it all, yet he saw none of it.

It was over, the battle was finished.

Yet there was still so much more to do, so much to get done.

He stood with his arms folded behind his back, his expression firm. He dwelled on what had taken place, on what had happened over the last few days.

He was both relieved and a bit disappointed, though he could not understand why he was disappointed.

But he focused on what the future could bring, what he would accomplish.

He focused on who he had saved and the battles they would now fight. It would be just the two of them, as it always should be. And he owed it all to one whom had once again faded into legend.

He let out a deep breath, silent and watchful. "Farewell, Lady Prime," he said grimly.

Airachnid scrambled in the dark, her optics glowing in the cave as she made her way deeper into the hidden cavern. Her many legs as a spider offered her an advantage in speed and agility.

Plus, this link she now felt guided her, leading her through the dark, confusing caves. She followed the steady hum until it grew louder and stronger with every move she made.

She knew she couldn't stay with the Decepticons. She knew she was running on borrowed time. It was no secret that Megatron was looking to get rid of the few that he didn't trust, her being one of the 'lucky' few.

But she was a survivor. She would not lay down and accept defeat. She knew how to be alone and the situation almost felt natural to her. The Nemesis was too cramped anyway with its limits and suffocating rules and the constant demand for loyalty.

Now, she was out, and she was free. The only one she was loyal to was herself.

Granted, it hadn't been easy at first. But nothing worth doing ever was. She had wanted to pay Knock Out a little visit after what he had done with her paint job. In fact, she had been a few steps away from his med bay when she caught sight of a familiar, lone figure at the far end of the hall.

Amalgamous Prime had stood there, looking calm and stoic as ever. His face, though void of emotion, told her all she needed to know.

Moments later, Soundwave appeared where the Prime once stood, his faceless visor locked onto her.

She had acted quickly. She had turned around and strode out to the bridge. No one was there, save for a few troopers. But if they tried to stop her, they would meet an unfortunate end.

A ground bridge had already been running, as if it had been waiting for her. She did not bother to question how or why. She just accepted it as it was.

She had strode through and entered a wide, open meadow. The sun was setting, casting a dim, eerie glow over the land. But such appearances never frightened her.

She had transformed and flown off with all the speed she was worth, not looking back. She knew Soundwave could track where the ground bridge had sent her and she had no doubt that Megatron would send out his assassins.

But this she also knew; the ground bridge had not been an accident, nor was her former guardian's appearance. But she did not dwell on it any longer.

That was how she found herself here, in this very cave where she had found the insecticon. The pull she felt was familiar and she was eager to follow it. But she remained cautious as ever.

But, if this pull was as she thought it was, she might need to relocate as Soundwave already knew the whereabouts of this cavern. He might alert Megatron and that would compromise what she was trying to attempt.

Also, it would lead to her death and that was something she really wanted to avoid.

She grinned suddenly when she entered the cavern and saw the stasis pods before her, all containing sleeping warriors. Warriors that would answer her beck and call, warriors that would do as she commanded.

She lightly stroked one pod, the sleeping insecticons mind touching hers. She shivered with pure joy at the contact.

This was a most welcome change of plans. And to think it had been a parting gift from her Prime.

Hidden in the shadows of the dark cavern, Amalgamous Prime watched, unseen by his former charge. She could no longer see him as he hid his presence from her, but he could see all around him as clear as day.

His grim frown never changed and he wondered if he could have stopped any of this. Probably not, as Airachnid would know where the cave was and attempt to escape. Such an attempt would have led in death with either the Decepticons or Airachnid herself.

These things he told himself, just to bring a sense of reassurance.

The shape-shifter turned his back on Airachnid, facing the hollow darkness of the cave once more. No doubt, Airachnid would come to call this as her home for a while. However this ended was not up to him anymore as he was no longer involved. He was not sure how he felt about that.

He spared one last glance at Airachnid before a soft, warm light touched him, gently dragging him back. He closed his optics as he faded from this world and entered a much needed rest of peace that he had fought to attain.

"Huh," Knock Out sighed as he examined his blue paint job, his face twisted into a scowl. "I am not so sure how to go about this."

Breakdown frowned. "What do you mean?"

"I mean," Knock Out started. "We are no longer the 'good guys' and things are going back to the way things used to be." He paused. "Well, sorta as Airachnid and Starscream are both gone and Megatron is trying to hunt them down. But who isn't he trying to hunt down these days?"

Breakdown cocked his helm. "Your point?"

"Do I have to change my paint job?"

Breakdown sighed, rolling his optics. "Whatever doc. It doesn't matter what you do with your paint. You could go pink for all I care. But as for me," he settled down on the med berth. "I want my rustic look back. And for Primus sakes, get rid of this Thor color scheme!"

Knock Out smirked. "Don't you mean, for Odin's sake?" he then frowned. "I have to admit, I am a little peeved that the Primes haven't bothered to say goodbye. After all we went through!"

Breakdown snorted. "Yeah, they threatened our lives and made everything complicated. Perhaps it's best that they spare us the well wishes."

"Oh, don't be so sure of that," Nexus Prime said, suddenly showing up right next to Breakdown and causing the Decepticon to jolt back in surprise. "We just got held up, but fret not for we are here."

"I would never leave without saying good bye," Alchemist Prime said with a smirk at Knock Out.

The medic rolled his optics. "Oh how wonderful. I am starting to regret my choice in words. You have been nothing but a nuisance and a danger to my paint!"

"I thought you were going to change it?" Alchemist stated, tapping Knock Out's arm and leaving a thin scratch. "Oops," he said innocently, blinking.

Knock Out's enraged shriek was easily heard down the halls of the Nemesis.

Starscream soared over the trees, staying hidden yet flying swiftly. He had no clear destination in mind, as the ship he used to reside in had been confiscated when the Primes had gotten involved.

He let out a frustrated hiss at the thought of losing valuable resources. But he still had one thing that gave him an advantage and its loss would surely enrage Megatron.

For while Starscream did not have a Prime to help him like Airachnid, he did have the Apex Armor which he 'borrowed' from the Decepticons.

And why shouldn't he borrow it? After all, he was the one who found it and he almost lost his life in trying to retrieve the blasted thing in the first place! Not to mention he had spent uncomfortable hours in the freezing cold. So as far as he was concerned, he had every right to use the Apex Armor. The relic had brought him nothing but problems in trying to find it, so he was taking it.

Starscream had not seen Leige Maximo since the events in Egypt, which was just fine with him. But he had to admit, he was a little irked that the Prime hadn't given him so much as a warning or a helping servo. It was no secret that Megatron wanted Starscream dead and with the protection of the Primes gone, there was nothing holding the Decepticon warlord back.

Of course, everyone had been silent and watchful back on the Nemesis. It was certainly a glorious day for the Decepticons as they had three Omega Keys and more than a handful of the relics on their side. Yes, the Autobots were at a major disadvantage.

It was something Starscream could only watch and observe. For now, he had to avoid both the Autobots and the Decepticons if he wanted to stay alive, which was what he did want.

Starscream transformed and landed in a clearing near deep, thick woods. He quickly took cover, knowing that the Decepticons would be out looking for him. But the loss of Airachnid also served to help him as others would be looking for her too. But he was not sure if Megatron would even put forth much effort into finding them.

But then again, one could never be too sure. Or too careful.

Starscream leaned against a large tree, trying to gather his thoughts and form a plan that would insure his survival. While the Decepticons had stripped that one ship of all its valuables, Starscream was sure there was still something of use as he had taken the precautions of hiding what he deemed useful and valuable. But he wondered if anything was still there.

Well, he would never know unless he went to look. And this time, there would be no Prime to meddle with his affairs and threaten his life.

He straightened up, looking around the thick woods. He gripped the Apex Armor in his servos tighter as he strode forward. Best to get started. The Primes may have left them, but that did not mean Starscream was incapable of surviving. He did just fine on his own before and he would continue to see it that way.

"You seem to be doing well," an unwanted voice said.

Starscream let out a hiss, glaring sharply at Leige Maximo who had emerged from the shadows. "What are you doing here?" he snapped.

"Checking in on you," the Prime said simply.

"Oh yes, because you seemed so concerned for me when I was escaping the heavy fire from the Nemesis!" he retorted.

"I am merely interested in your outcome in life," Liege Maximo said. "Not in helping you. But your efforts to survive prove that you are resilient. That alone is what I admire."

Starscream huffed, turning to ignore the Prime, but he just fell into step with Starscream, both mechs silent.

Starscream glanced at the large mech, his foreboding presence sending chills down his spin. No, Starscream would not miss the Prime, but he was useful at some times.

He had his T-cog, he had the Apex Armor, he had possible supplies from that fallen Decepticon ship. All in all, Starscream was given the boost he needed to keep fighting and surviving.

"You gonna miss me Soundy?"

Soundwave's servos twitched but he quickly recovered as he typed and continued his work. He was well aware that the Primes would leave and he could not wait for Micronus to finally vanish from his life.

"After all," Micronus continued, leaning against the wall. "I won't be around to go 'snip, snip' on your life cord. Such a shame as your life will now end in a most boring way. Either through the sword of battle of the sword of time. AKA, old age. But if you age as well as me, you might want to ditch the mask."

Soundwave stayed quiet, not bothering to encourage the Prime on.

Micronus straightened up, his optics flickering toward the halls as if he saw something. "Well, I best be going. Shame, this was really starting to brighten up my afterlife. It gets really boring in the Well." He shot Soundwave a grin. "Feel free to reach out to me any time. Not sure how you'll go about doing it, but you'll figure it out. Maybe perform a séance or something."

Soundwave was quite sure that he would never attempt such a thing.

But finally, the halls were quiet as the Prime seemed to vanish from sight without another sound. Soundwave cocked his helm warily, keeping his senses alert.

But the Prime was gone.

Some of the tension released from Soundwave's shoulders and he allowed himself the small moment of peace he had thought he had lost with the Primes arrival.

But elsewhere, Dreadwing was having mixed feelings on his own Prime's absence. He had forged a stronger bond, or at least, a mutual companionship with Vector Prime. They respected each other and Vector Prime did not annoy Dreadwing or get on his nerves as much as the other Primes got on their charges.

"You fought admirably," Vector Prime commented.

Dreadwing said nothing, intent on just listening. He did not know how long Vector could stay, or how long he was allowed to. So whatever the Prime had to say must be important.

"If it were not for your interference," Dreadwing said in the sudden lapse of silence. "Cybertron would be dead with no hope to bring back life and we would not have known that such an attempt would be possible."

Vector Prime cocked his helm. "Honorable thoughts, Dreadwing," he commented. "You do not dwell on the thought of power, but the hope of restoring Cybertron for your people."

"It would also provide an edge we need in defeating the Autobots," Dreadwing said quickly. Though to be honest, that had not been his first thought.

Vector sighed. "Of course. It is war and lives are lost in an effort to save others." He shifted a bit in the dark hall he and Dreadwing were standing in. "It was an honor to serve alongside you."

Dreadwing felt the meaning behind those words and the weight of their truth. He closed his optics for a moment before opening them. "What is it like? The Well?" The mission was done, there was no need to talk about battle plans. Might as well speak what was on his mind.

Vector Prime leaned back. "Peaceful," he said. "For those of us who have passed on and are the children of Primus, it is peaceful."

Dreadwing swallowed. "And...do you see...anyone?"

"I have had the honor of seeing your twin dwell in the Well," Vector said, already knowing what Dreadwing was trying to ask. "While I do not always agree with the Decepticon cause, there are honorable Cybertronians on both sides of the lower rank who die every day. While that alone cannot guarantee one's passing into the Well, it is helpful. But your twin knew and respected Primus, and he awaits for you." Vector Prime brightened up at the thought of sharing this hopeful news with Dreadwing. "In fact, Skyquake is-"

But he was cut off and Dreadwing scrambled upward when he lost sight of his guardian. There was a sudden hole in his spark when he realized that he would never hear what the Prime wanted to say and it filled him with longing.

He could only stare in hopelessness, his body sagging in defeat. "An honor, Prime," he said softly, his words heavy.

He took in a deep, shuddering breath but regained his composer. He squeezed his optics shut tight and clenched his servos.

But he let go. He resigned to what was and what would never be. He would just have to wait to see his brother and find out what it was that Vector Prime had wanted to tell him. Or he could see it for himself.

But Dreadwing had no intentions of joining the Well any time soon. That, if he had any say, would not happen for a long, long time to come. He intended to see the war end and live out a long life.

"I am proud of you, my son," Onyx Prime said fondly as he looked up at Predaking. "More than you know."

Predaking hummed happily, leaning into his Prime's touch, his tail twitching. He had done as Onyx had instructed. He waited, he watched and he listened. His wings twitched a bit more as he felt the warmth and power of the Beast Prime fill him with visions of what once was and what could be.

"You do not wish to say farewell to your charge?" Onyx Prime said to Quintus Prime, his optics flickering over to his brother.

"Farewells hold meaningless emotions," the Prime said, staying a good distance away from the two. "Especially when it comes to someone a being does not know well."

Onyx sighed as he stroked Predaking. "You're hopeless."

"As are you," Quintus protested. "You grow attached to someone you will be torn away from and expect them to carry on your wishes. It is highly illogical to tamper with things you know you cannot control."

"I know when I have reached my limits," Onyx said. "But my limits are not Predakings. He will be able to do things that I am not able to do, which makes him better equipped to deal with this."

Quintus shook his helm. "You are a true dreamer."

"I dream of hope," Onyx said softly, closing his optics for a moment. He opened them and looked straight into Predakings golden optics. "Look after your siblings. Lead them into the golden age and restore our race. Stay strong and never doubt your allies, no matter who or what they are."

Predaking bowed his large helm and Onyx allowed a small, sad smile before he felt himself being pulled forward and his servo was no longer touching Predaking.

Predaking felt Onyx Prime leave him the moment his energy signature vanished. He looked up but did not expect to see the Prime anywhere.

He was gone.

He let out a small hum as he curled up in his beast form, optics flickering over to the computer console that revealed information that he had dug up. It revealed information on the projects Shockwave was working on and the lives that were now being created in the lab.

"Welcome, fellow brothers," he hummed in the ancient Cybertronian language he had been taught. "Arise, Darksteel and Skylynx."

"Hurry!" Alpha Trion encouraged. "Quickly now, no time to waste!"

Smokescreen grunted as he ducked around the halls of the Nemesis. "You keep saying that yet I have no idea what I am hurrying to." He scowled as he inched forward, optics alert and guns out. "Or why I even listened to you in the first place."

Sure it had been awesome to see Alpha Trion again as a ghost and sure it had been awesome when Smokescreen had been told that he was needed for an important mission. But now that he was inside the Nemesis and avoiding Cons, he just realized that this was a bad idea.

"You need not worry," Alpha Trion assured him as Smokescreen followed the old Prime he had once guarded on Iacon. "If anyone threatens you, it will not be hard for me to end their life."

Smokescreen raised an optic ridge. "Should we take a detour and visit Megatron?"

"He is currently surrounded by many troopers and I can only deal with one at a time," Alpha Trion explained. "Besides, we are here for something else."

Smokescreen soon found himself in what could only be described as the Decepticon weapons vault. His mouth hung open as he gazed around him in pure awe. Realization struck him once it occurred to him why Alpha Trion had him here.

"So what am I stealing?" Smokescreen asked, reaching out to grab what looked to be a bracelet. It quickly stuck to his wrist, which caused him to stumble back in shock. He briefly wondered if this was some kind of Decepticon trap.

"The Phase Shifter," Alpha Trion noted thoughtfully, staring at the device on Smokescreens wrist. "But I believe that you should-"

"Autobot!" a sudden voice yelled and was quickly followed by a loud alarm.

Smokescreen winced and scrambled behind a stand to avoid the sudden heavy blaster fire. He quickly fired back before following Alpha Trion out.

"Sorry Big A!" he shouted as he ran. "I could only snag this!" He held up the wrist the Phase Shifter was stuck to.

"No need to fret young one," Alpha Trion said. "That will be more than useful. Now quickly, we must get you out of here before I fade."

"Fade? Wait, what?" Smokescreen yelped as a blaster bolt nearly skinned his shoulder he ducked into a nearby room, spark pulsing as he charged up his weapons. "Okay, so now what?" he asked, looking around.

Only to realize that Alpha Trion was gone.

His spark dropped with horror when he heard more troopers coming forward. He frowned in determination, not planning to go down without a fight.

He readied his guns, optics narrowed as he braced himself.

But a ground bridge opened up right in front of him and he stepped back in shock as Alpha Trion showed up next to him. "Go! I provided you with a way to escape! Do not waste it!"

Smokescreen didn't even hesitate as he jumped through, the ground bridge hissing shut behind him.

He landed in unfamiliar territory with nothing but empty land before him. He looked around in confusion, wondering why Alpha Trion had sent him here.

"Um, Alpha Trion," he started. "Where am-?" He trailed off, noting that the Prime was no longer with him. He could not see where Alpha Trion could have gone, nor could he come up with a reason as to why he was not around.

He briefly wondered if it had anything to do with Alpha Trion's last words about 'fading.' Whatever it was, he just hoped the Prime was alright.

He let out a sigh before reaching for his comm link, servos clenching the Phase Shifter. "Hey base," he said. "I'm gonna need a bridge."

She watched Megatron stand stoically on his bridge, servos folded behind his back. He looked resolute, firm and proud in what he did. It reminded her of someone else she used to know. Someone she used to love.

She took a step forward, wondering if she should speak up. But what was there to say? Thank you? Thank you for working with us even though it was all mutual and you were forced against your will?

No. She figured that whatever she had to say would hold no importance with Megatron. She stepped back into the shadows, waiting and hoping Primus would hurry up and pull her back in the Well.

She blinked when she realized that there was one thing she wanted to do before she went back. She quickly stepped back into the realm of the Primes, now empty. But she did not notice it as she ran.

Her destination took her to places faster then any ground bridge ever could. Soon, she found herself in the tombs of the Primes. She walked past her own tomb, suppressing a shiver at the thought of her own body there, plus she could feel the electric pull at her spirit and she did not want to be tempted to disobey Primus.

She soon arrived where she wanted to be, the dim room glowing a faint blue with the light and presence of Primus who was holding the prisoner in place.

The tomb of the Fallen pulsed with restless light, though it stayed silent and still. She approached the tomb, wary and alert. She could feel the familiar, tainted presence, though she did not go any further.

She was filled with memories; ones she held dear and others she wished to forget. She remembered his touch, his voice, his rare laugh, his pride. She remembered his strength and the danger his enemies faced when challenging him.

She remembered his betrayal, how his blaster had torn through her spark and how the shock of his actions had been her last thoughts and feelings. She remembered the stories and memories of how he had killed her fellow Primes and imprisoned the one brother who she had truly trusted.

All of it was enough to make her pull away and turn her back, causing her to rethink her visit. But she stopped when she felt him reach out to her in longing once he felt her presence, wanting to touch and feel her. She almost stopped, rooted to the ground as she remembered what she once had with him.

They both wanted it, both wanted to be reminded of a life she could have lived...with him.

But the pulse of Primus touched her, reminding her of who she was and what else she could lose.

She was a child of Primus. She would not fall and sacrifice her soul for one who had fallen so far, no matter how cruel the thought was.

She closed her optics to hide the regret as she felt Primus wrap around her and pull her back into the Well, the rage and sorrow of the Fallen fading away.

It was not until now did she realize that there was one thing she had wanted to say to Megatron. She wanted to thank him, but in her haste she had missed her moment.

She never got to thank him for saving her younger brother.

"The Cons have the upper hand," Arcee said with a tired sigh.

Bulkhead snorted. "Yeah, they got three of the Keys and probably know where the other one is. Upper hand indeed."

"But the Fallen has been defeated," Ratchet said firmly as he tended to Optimus. "That much in itself is a victory."

"Speaking of which," Miko said, leaning forward. "Are you going to fix your paint job?" she asked, pointing at Optimus who was leaning on the med bay.

The Prime glanced down at his ruined frame, the red and blue colors almost non-existent. A soft smile came across his face as he looked back at Miko. "It would appear that I would have to," he said. Though they had Optimus back, it was hard to believe that it was even real. They had been dropped with the startling knowledge that the Prime they thought they trusted was imprisoned by a spirit, only to get him back with the help of their enemies.

But it was a relief to have everything back to normal, somewhat. The team was back and safe for the time being, that was all that mattered.

Miko brightened up. "Great! Because I was really thinking you could maybe change the style."

"Change the style?" Ratchet sputtered.

"Yeah!" Miko continued. "Like, maybe add some cool flames or something. It would make him more rad!"

Ratchet scoffed, missing the thoughtful look on Optimus's face. "Flames? Don't be ridiculous!"

"It might be pretty cool," Smokescreen commented with Bumblebee nodding in agreement.

Ratchet huffed. "Well, we can discuss this some other time. But right now, you," he said, pointing a finger at Optimus. "Have suffered from enough injuries. Not to mention that Dark Energon shard that needs to be removed."

"Yeah, how's that going?" Arcee asked, concerned.

Ratchet let out a tired sigh. "Honestly, I do not know. I have never treated anyone who has Dark Energon infused in their spark and I do not know its full effect."

"I trust that you will take care of it," Optimus said, looking up at Ratchet from where he sat on the med bay. "There is no other medic I would rather have."

"What about the time when Megatron attacked me with Dark Energon?" Raf spoke up. "Could you treat Optimus the same way you treated me?"

Ratchet frowned thoughtfully. "It would be a start and it is better than nothing."

"Before you do that," Jack said, speaking up and gaining everyone's attention. "I have something that you might all want to hear."

Arcee tilted her helm. "What is it, Jack?"

He smiled up at his guardian. "It's about the last Omega Key."

Smokescreen straightened up. "You know where it is? How?"

Jack turned to look at Optimus. "I had a little talk with...Solus Prime. She was very helpful and did not trust Megatron with the last Key. She wanted to take extra precautions and insure that you had what you needed to rebuild Cybertron." He winced. "She can be very pushy when it comes to seeing things through."

Optimus leaned forward with interest. "That does sound like her," he said softly. "What did my sister have you do?"

Jack just smiled, eager to provide hope and an extra edge for the Autobots.

Author's Note: Thank you all so much for the reviews! It really made my day and I am glad you enjoyed this story. To be honest, this is the longest fanfic I have ever written so far. Thank you for sticking with me all these months.

God Bless.