Author's Notes: I really like how this oneshot came out. Honestly this almost could've been a multi-chapter fic, but I decided to just write a oneshot because the story is predicated on a single idea: Why does Megatron keep weaklings like Starscream and Knockout alive but not Dreadwing? I started with that idea, and went in a weird direction with it. I hope you guys enjoy this oneshot, and soon I will be back to my regularly unscheduled multip-chapter fics. Please review and favorite if you like this story :)

The One I Spared

Megatron could hear the clanking sound of running pede steps before he saw the cause of the ruckus. Knockout was rushing toward him like he was being chased by a scraplet; his optics wide in fear and his steps hurried.

Knockout nearly bumped into Megatron before he could stop, and once he did stop he took a few seconds to cycle air through his intakes.

"A medical emergency, Knockout?" Megatron deadpanned as he observed the red medic supporting himself with his servos on his knees.

"My liege...Dreadwing...Starscream…" Knockout huffed as he struggled to make his intakes cooperate with his exhausted frame, "Dreadwing is going to...terminate Starscream!"

Megatron didn't even waste time with a response as he strode down the halls and toward the medbay; his large steps making it unnecessary to actually run the way Knockout did.

When Megatron got to the medbay, he was unsurprised to see Starscream cowering before the much larger seeker as a blade was lofted over Dreadwing's helm; ready to strike Starscream dead.

"Dreadwing!" Megatron shouted; his voice booming throughout the room in a most intimidating way, "Stand down!"

"This desecrator must pay for his actions!" Dreadwing bellowed angrily as he pointed an accusing digit at Starscream.

"You call this loyalty, Master!?" Starscream shrieked; his voice at least an octave higher than was healthy for his vocalizer.

Megatron grew angrier as his orders were disobeyed by the hulking blue seeker, and even though it was clear the situation was escalating, Megatron could not stop his energon from boiling at the direct challenge.

"I said stand down!" Megatron snarled in rage, "That is an order."

"One which I cannot follow!" Dreadwing seethed, and he hefted his sword once again for the kill.

Starscream trembled as he awaited the fatal piercing of his spark, but instead he heard a loud shot, and onlined his optics to see that a large simmering hole had formed in Dreadwing's chassis. The blue seeker fell to the ground, dead, and the body barely missed hitting Starscream.

"I'm okay...I'm okay!" Starscream shouted in joyous relief as he checked his frame for damage and laughed hysterically, "Lord Megatron, you have my eternal thanks," He added as he prostrated himself before his master.

Megatron's optics narrowed at the obsequious seeker, and in a low growl he said "Do not ever make me regret which one of you I spared."

Starscream flinched at those words, and Megatron left the medbay without even looking back at his newly reinstated second in command. He saw that Knockout was cowering by the entrance and looking on at everything that was happening.

"Tend to him," Megatron barked as he brushed past Knockout, who only nodded dumbly and skittered back into the medbay to do his job.

A few meters ahead Soundwave was watching his master curiously. After everything Starscream had done to Megatron, Soundwave had truly expected the warlord to let his new SIC eviscerate him. Dreadwing was the kind of mech any leader would want by their side, and it didn't make sense that Megatron would exterminate him yet keep the simpering toadie that had tried to kill him and take his place.

Soundwave started walking beside Megatron, and soon Megatron noticed that his ever-present shadow was there.

"Soundwave, what do you have to report?" Megatron asked; his voice calmer around Soundwave than anyone else.

::Do not ever make me regret which one of you I spared:: Soundwave played back the recording, and then a question mark appeared on his face screen.

"And your point is?" Megatron sneered.

Soundwave showed a graph of Starscream vs Dreadwing with pros and cons. Starscream's cons involved scheming to kill Megatron, cowardice, unwillingness to work with others, previously aligning himself with MECH, and a weak frame with tiny pedes. Dreadwing's cons involved allowing emotions to override logic, a begrudging respect for Optimus Prime, and nothing else.

::Why?:: Soundwave asked in Megatron's own recorded voice.

"It was an uneven fight," Megatron growled in a barely audible voice.

Before Soundwave could even ask what Megatron meant by that the silver warlord had gone into the records room and locked himself in. Soundwave could have hacked the codes and confronted Megatron, but it hardly seemed worth it. Instead he went back to his job and hoped that Megatron had a good reason for terminating a loyal mech to save a disloyal one.

Megatron sighed as he sat in the chair in front of the large computer that held their civilization's recorded history. Megatron didn't spend much time here anymore. This was the domain of mechs like Soundwave and Starscream, but he just felt the need to be someplace quiet for a moment.

He knew Soundwave was confused. He was certain that everyone was confused as to why mechs like Starscream and Knockout thrived under his rule while powerful and loyal mechs like Breakdown and Dreadwing were killed. It all came down to the rules of a fair fight.

Breakdown had believed he could crush Airachnid without Dreadwing's help, but Megatron had sent them both for a reason. He knew she was powerful and tricky, yet Breakdown just had to prove what a big strong mech he was. With Dreadwing though it came down to a much simpler rule Megatron had followed all his life: don't kill an opponent too weak to fight back.

Many Cybertronians on both sides of the war knew that Megatron was ruthless. They knew he was a gladiator that had honed his skills in one of the deadliest bloodsport arenas in Cybertronian history; the pits of Kaon. They all knew the brutality he was capable of, and therefore assumed he was incapable of having a moral code or showing mercy. They were wrong.

As much as Megatron tried to hide this part of himself, there were times when his sense of justice couldn't be contained by his lust for power. There were times when the old codes he once lived by surfaced yet again. No matter how many times he beat Starscream, or how many times he tried to kill him, Megatron knew deep down he could never kill the seeker simply because he didn't believe in terminating a mech that won't defend himself. If Starscream would just fight him, then maybe Megatron could finally be rid of him.

He chuckled as he thought of the different theories the troops would come up with for why Starscream was allowed to live. Many would guess that Starscream's skills were valuable, some might believe Starscream gave Megatron something in exchange for his life, and still others might believe Megatron just enjoyed having a punching bag around. They would all rack their processors trying to get inside the mind of their master, but he knew that none of them would come up with the one-word motive most Decepticons had washed from their vocabulary long ago: mercy.

Megatron searched through the computer that held the largest compiled database of Cybertronian knowledge, and he clicked on an old photo that had been taken during Megatron's days in Kaon. He was standing beside his once good friend, Orion Pax, and they were both smiling. Megatron had blue optics then, as most Cybertronians did, and his armor had been scuffed up pretty badly from a fight. Despite that though both he and Orion looked happy. Megatron sighed, and then he growled again.

Many Years Ago.

Orion had been working diligently with Ariel, Ratchet, and his mentor Alpha Trion on a petition for minimum wage laws for factory drones. It wasn't much, but it was a start. The young data clerk, despite trying his best to be a law-abiding citizen, had already earned the ire of the Cybertronian High Council for daring to question the caste system and to suggest that lower caste workers deserved the same rights as middle caste and elite mechs and femmes.

Despite the challenges though, Orion felt like he was really making a difference. He was helping those who had no voice to help themselves, and despite his unassuming position he knew that someday he and his friends would change the world. He knew that he was lucky to live in Iacon, where even the lower-middle caste could have energon every orn and a roof over their helms. He knew many city-states weren't so fortunate.

The images his friend Jazz had secretly taken when he infiltrated a Helexian factory came rushing through his processor. Workers were chained to the floor, forced to work for entire orns before being allowed to sleep, and were frequently beaten by their supervisors. They were technically allowed to leave their oppressive jobs, but where could they go? Helex was a dangerous place where a homeless mech would be killed for the parts in his frame. Worse yet, that wasn't even the worst city to live if you were working caste. There were the slums of Altihex, the desert cities by the Sea of Rust, the hazardous mining camps of Tarn, and worst of all was the lawless city-state of Kaon.

Orion shuddered on his tires as he drove down the street. Thinking about Kaon was like imagining an open wound on the face of an abandoned sparkling. It was disgusting, horrifying, and tragic. No one wandered the streets at night in Kaon, kidnappings and murders were common, and illegal substances flowed like energon. It was also the home to one of the most brutal forms of entertainment on Cybertron; the gladiatorial pits.

Orion already had Jazz's footage from Helex, and Ratchet had obtained medical records from injured miners in Tarn. Soon they would compile this information into a databurst and send it to every broadcast frequency in Iacon. Then the common mech would see the pain and horror of the situation and demand change from the council. This change would not happen unless the people understood what the stakes were and saw the lives that were affected, and Orion was ready to risk everything to make certain the world knew what was going on.

So caught up in these thoughts, Orion didn't even notice the large black truck driving beside him in the next lane until it crashed into his side and he slid off the road! Orion transformed just in time, and hit a building with a loud thud. The other vehicle transformed, and then two more as well; their dark blue optics regarding him with disdain.

"Who are you?" Orion demanded, "Why did you attack me?"

"You're coming with us, Orion Pax," The lead mech sneered as he pulled an electric prod out of subspace.

The mech jabbed it into Orion's chassis before he could scoot out of the way, and white hot pain surged through Orion's frame before the red and blue data clerk passed out.

When Orion awoke, he smelled the stench of stale energon, decaying frames, and purged fluids. He nearly gagged on that stench, and when he onlined his optics he saw that he was in a small dark room that was covered in rust spots and stains from who-knew-where. There was a well-polished mech standing at the doorway, but when Orion tried to walk over to him, he noticed that his servos were chained behind his back and his pedes were chained together. He couldn't stand up, so he settled for sitting on the floor and glaring at the mech.

The mech wore a slag eating grin and strode over to where Orion was. Orion tried to recall where he had seen this mech before, and after a moment he realized with sickening dread that this was Alloy, one of the richest mechs in Iacon and a lobbyist for the council. Alloy owned factories, stores, and refineries all over Cybertron. He of all mechs would have a vested interest in keeping the abuse of his workers out of the news broadcasts. Orion gulped, realizing that this could only end badly.

"Orion Pax, so sorry about your rough trip," Alloy said in a deceivingly friendly tone, "My mechs can be rather...excitable. So, how are you feeling?"

"What do you want with me, Alloy?" Orion snapped hotly; gritting his dental plates to avoid saying anything worse than that.

"I hear you've been investigating my factories, as well as my other investments," Alloy replied; his tone suddenly growing cold, "So data clerk, you want to know how the lower half lives? You want to see what it looks like to be a glorified scrap pile? Well then, today's your lucky day, because I am here to grant your wish."

"What do you mean?" Orion asked nervously, "Where are we?"

"Why, we're in Kaon of course!" Alloy said with mock excitement; an unsettling sight to say the least, "More specifically, we are in an empty holding stable built to contain gladiators; some of the strongest mechs in the world. You are going to make your first, and last, appearance in the fighting pits to a private audience consisting of myself and the owner of one of the most powerful attractions in this glorified zoo. I hope you put on a good show before you die, Orion. I know you won't survive. These beasts may look like mechs, but they are nothing more than monsters that live for the kill. You will be eviscerated!"

"You're wrong!" Orion shouted; acting braver than he actually felt, "These mechs are sentient beings, and it isn't right that you keep them in these unwashed cages and force them to fight and kill for your amusement!"

"Oh, please tell your murderer these wise thoughts!" Alloy gushed mockingly, "I'm sure he'll appreciate your bleeding spark when he rips it out of your chassis."

Orion heard the door opening then, and he saw the same shadowy black mechs standing in the doorway with weapons ready. He wanted to run, but he was chained up and couldn't move. They were going to force him into the pit to fight a professionally trained gladiator, a slave born to kill, and there was nothing he could do about it. He realized when they picked him up that they probably weren't even going to remove his chains to give him a fair chance.

Megatronus had been taken from his stable to meet with his master. This wasn't something that was generally done so early in the day because Megatronus and the other gladiators owned by his master were expected to train at this joor. He was already in a bad mood after nearly terminating when fighting a Dinobot, and he had to keep his gaze away from the pompous little mech he was forced to call master to keep from growling at him.

"Megatronus, I trust you are in fighting condition?" His master asked without preamble.

"Yes, but there is not an event scheduled for 5 orns," Megatronus answered guardedly.

"I know," His master replied; his look hard and unfeeling as always as he stared up at his silver prize fighter, "I also know you've lost two matches this deca-orn and didn't win enough from that Dinobot to cover my expenses getting you patched up by the medic."

"What's your point?" Megatronus snapped; tired of standing out in the heat of the day at the center of the arena.

"A very important mech wishes you to fight to the death against an opponent of his choosing," His master explained, "If you win, you will be rewarded with three deca-orns' worth of energon and you will be excused from the next 5 matches. Of course you will still need to train to keep yourself in good fighting condition, but it is the closest thing to time off I can offer you."

"Three deca-orns?" Megatronus repeated; suspicious of the arrangement yet tempted by so much energon, "Will I get high grade?"

"For two orns," The other mech bargained.

"Make it four," Megatronus countered.

His master sighed and crossed his arms, but finally the mech huffed and said "Fine. Four orns' worth of high grade and three deca-orns' worth of fuel grade. Remember though, this is a fight to the death. You must not spare your enemy."

"Yes, Master," Megatronus replied with a respectful dip of his helm.

Megatronus went just inside one of the doors to await orders to come out and fight. He still wondered who could be so important as to order a private death match from a gladiator as valuable as himself, but Megatronus shook away his suspicion. Those kinds of thoughts were for mechs with a future beyond the next orn. Megatronus only had to think about one thing: survival. There was nothing beyond that.

Orion was thrown unceremoniously into the center of the stadium's arena. It was so hot out, and his thin armor felt like it was in the path of a blazing star. His servos were still chained behind his back, but his legs were free. They probably wanted to see him run from the gladiator.

Orion spared one hate filled glance at Alloy, his goons, and a small red mech that was undoubtedly the champion's handler. He turned away when he saw Alloy grab a microphone, and he vented heavily to try to keep himself calm. If nothing else Orion would not let them see his fear as he died.

"And now let the games begin!" Alloy called out energetically as if he were really speaking to an audience, "In the arena is the challenger, a rebellious mech that would like nothing more than to see Cybertron's entire way of life destroyed. I give you, Orion Pax!"

The black hit-mechs booed, and Orion grit his dental plates and glared at them. The fact that they slandered the cause for equality for all Cybertronians was even worse to Orion than the fact they wanted to terminate him. It was just disgusting to see rich mechs continue to trample over the defenseless. He could only hope that Ratchet, Alpha Trion, Jazz and Ariel continued the good fight in his place.

"And entering the arena!" Alloy shouted into the microphone as the double doors opened, "The fiercest warrior in all of Kaon! His very name sends grown mechs trembling in fear! I give you, Megatronus!"

A large shining silver mech stomped into the arena where Orion stood. Megatronus was tall and built with a muscular frame. He was covered in scars from previous battles and held a long sword in his servo. Orion was frightened obviously, but even beyond the intimidation Orion could see a spark of intelligence in the way the gladiator looked at him; studied him.

"Unsheath your weapon and fight me!" Megatronus ordered; his voice commanding and his blue optics hard.

"I cannot," Orion shrugged, "My servos are bound."

Megatronus quirked an optic ridge at that statement. He could see now that the red and blue mech's servos were indeed wrapped in chains. That wasn't the only thing wrong with this picture. This mech, while tall enough, was very thin. His paint and his round curious optics just screamed middle caste. Not an elite, but certainly more influential than what Megatronua was used to seeing in Kaon.

Megatronus started by pushing the smaller mech, and Orion stumbled but didn't fall. He ran toward the wall and hoped to run the circle a few times to wear the gladiator out, but to his shock the gladiator was ignoring him in favor of encouraging the crowd to cheer for him by raising his arms and showing off his sword.

Megatronus preened before his small audience like he did in other shows. They thought he was trying to boast, but in fact he was studying them to see who was sitting there. His spark hitched when he recognized Alloy, the business mogul that had convinced Zeta Prime to allow the termination of mechs found committing robbery and had bought most of the factories in Kaon.

It didn't take long for Megatronus to put two and two together. His opponent was a scrawny middle caste mech with bound servos, and Alloy was paying for this fight. No, this wasn't a fight. This was an execution.

Megatronus stalked over to Orion, and the clerk backed away slowly; never taking his optics off the gladiator. Megatronus then lunged at Orion, and forced him onto his back! Orion tried to kick the bigger mech away, but his legs couldn't find purchase to even hit him. Megatronus then flipped Orion over, and Orion was sure he would be stabbed in the back. Instead however, Megatronus cut away the chains and backed away from Orion.

"I...I do not understand," Orion stammered in terror and confusion.

"I have given you a fair chance," Megatronus explained; a low edge to his voice, "Will you fight me for your life, or stand there and be impaled on my sword?"

"Megatronus, this isn't right," Orion said gently, and Megatronus gave the strange mech a quizzical look at those words, "Megatronus, don't you see? This is what they want. The elite caste want to keep the rest of Cybertron down forever. I am trying to help those that are oppressed and have no hope. That includes you. Don't you wish you could leave this place and see what the rest of Cybertron has to offer? I can see in your optics that you are an intelligent and curious mech. You deserve better than this, and so does the rest of Cybertron. Please Megatronus, don't let them win. Don't let them destroy the hope of our people."

"Don't listen to that slag heap, Megatronus!" Megatronus's master hollered despite not actually being able to hear them and only seeing that the fighting had stopped, "Kill him! Kill the traitor!"

Megatronus looked back at the small audience, and then looked back at the mech standing before him with pleading optics and an outstretched servo. It would be so easy to slash that extended arm right off his body. It would be so easy to kill him and receive his energon reward. Times were hard, and gladiators barely got enough to fuel themselves. Megatronus didn't owe this naive young mech anything.

Then again, he had never been asked to kill an opponent that was this much weaker than him and refused to fight back. He had terminated many mechs that pleaded for mercy after they were damaged, but this was different. This mech wasn't even trying to attack him, and the things he spoke of...

"What is your name?" Megatronus asked despite himself.

"Orion Pax," Orion replied with a small smile; grateful to have reached the warrior.

"Orion, I might consider sparing you on one condition," Megatronus said smoothly as he pretended to wipe dust off the blade of his sword, "You must return to Kaon every deca-orn."

"Why?" Orion asked; confused by this odd request.

"To tutor me," Megatronus replied without looking away from his blade, "I wish to learn how to read, and I want to know more about your cause. In the meantime though, I'm going to need you to pretend to die."

"Excuse me?" Orion asked quickly; his confusion and worry spiking.

Megatronus then bashed Orion over the helm with the hilt of his sword; knocking him out cold. Megatronus then turned his body so Alloy and the others couldn't see Orion's body, and then pounded on the ground to pretend he was beating Orion Pax. When he was finished, he hefted Orion over his shoulders like a prize and hoped the rich mechs bought it.

"I still function!" Megatronus boomed in an effort to make it look convincing.

His tiny crowd cheered for him, and after the match Megatronus agreed to "dump the body". Of course in reality he tended to Orion's helm injury and had his friend and fellow gladiator Soundwave guide Orion safely home. Most mechs couldn't leave Kaon once trapped inside, but Soundwave could navigate almost anywhere.

Orion made it back to his apartment, but had to move out the next day to avoid detection. Despite the craziness of the first time they met, it was the start of a long friendship between Orion and Megatronus.

Present Day

Megatron sighed and growled again as he looked at the old photo of him and Orion Pax. It was a picture of two young mechs from very different worlds that shared a common dream. Megatron thought they both looked so ignorant.

That was the orn Megatron learned about his moral code. Admittedly it was a limited code, but he learned that he didn't have the spark to terminate a mech that would not or could not defend themselves. Autobot soldiers were easy since they almost always fought back. Same with most of his subordinates.

Then his thoughts went back to Starscream. It was true that Starscream was often more trouble than he was worth, but this time he had actually come through for the Decepticon cause. He had brought the Omega Keys that could unlock a power source that could restore Cybertron. Rather than hoard it however, Starscream had given the keys to his master so they could return the planet to its former glory.

Decepticon rule was a thought that for a moment warmed Megatron's blackened spark. The hopes and dreams of Cybertron now rested in the servos of Megatron and his forces. Yes, this time Starscream had earned his place among their ranks. He had proven that he and Megatron still shared the same dream of-

Megatron realized where he was going with his thoughts and growled again. Again that photo of him and Orion stared back at him. They too had hoped to restore Cybertron. Instead they made things worse. On the bright side, at least now Optimus was willing to fight, which meant Megatron could kill him with a clear conscience.

"I hate you so much, Optimus Prime," Megatron grumbled as he shut off the screen and let the photo flicker away.

The End