Happy Birthday to Ariatheguardianangel106! They had requested this story months ago, like way back in July, and it took me forever to get my act together. What better way to present this to you then a birthday present?

I do not own Transformers.

You fight or die. It was as simple as that.

It was a code, a law they all lived by. Their slave masters demanded perfection and brutality, and the slaves knew to give it to them. They obeyed, are they were punished.

Those who failed were permanently replaced.

He had never been replaced, but he did come close once. He had been a young and foolish gladiator with the hardships of the fighting and mistreatment bearing down on him.

His sword had been out, ready to kill his downed opponent. The crowds demanded it, screamed for it. But he could not do it. Gazing into the optics of the larger gladiator, he saw the exact same look he himself had worn before.

Fear, and a desperation to live.

He let go of his sword, stepping back, the cries of outrage echoing all around him. For a moment, he had been left breathless, not daring to believe what he had just done. Then, a small moment of pride filled his worn spark.

That pride was quickly extinguished when he had been caught by his master and dragged forward.

"You worthless peice of scrap!" his master had roared, wielding the whip. He did not bother to struggle, knowing that such an action would enrage his master even further. But he could not help but twitch in fear.

There was no warning when the whip came down with a sharp 'crack.'

"I paid good credits for you!" The whip came down once more. "Do what you were sold to do and kill!"

He lurched forward with a pained sound escaping his mouth when the whip finally tore through his armor. He squeezed his optics shut as the whip continued to fall.

"Your act of mercy cost you!" his master screamed with pure rage that was all unleashed on the young gladiator.

The pain could no longer be felt as his back became numb from the beatings. His vision swam with sudden pain and dizziness. He blinked, forcing himself to stay awake.

The beatings mercifully stopped after some time, but he was left to hang in chains, bleeding and beaten. He slumped, helm lowered as he took in deep, pained breaths. He did not worry about being left to bleed out, though there was always that insecure feeling of 'what ifs.' But his master would come or send someone to tend to him. He would be bandaged up before being thrown into his stall. But it was better than being left out in the streets.

It was how it always was.

He waited and watched as the crowds dispersed. Though it sickened him to even be included in such a vile place, he knew it was necessary. How could he, a teacher, be found in a place like this?

If what had been reported to him was true, that there really was a powerful mech stirring up change in the Pits of Kaon, then he needed to investigate and possibly recruit this mech.

But what good could ever come out of Kaon? It was a place full of despicable thugs that committed unspeakable acts. Tortured souls beyond saving roamed the streets while deformed mechs with energon soaked servos searched for their next prey.

The very thought made him shiver, yet he showed no outward fear as he found his seat. He squirmed a bit as the loud crowd jostled around him, the hard seats proving to be uncomfortable as the heaviness of the air nearly choked him.

This movement, this change that he was striving for, would not happen by itself. He would need support and allies. While he had plenty of well informed allies, he still needed someone more experienced to guide him and make him aware of the lesser folk.

For while he, a mere teacher, struggled to make a living, he knew that he had no idea what it meant to be in poverty. As much as he struggled, he enjoyed his job, and he enjoyed seeing the students. But he was aware of the injustice and poverty that the Council was bearing down on the citizens of Cybertron.

He never had to fight for his life, or for his next meal. He never had to sleep with one optic open, nor live in fear of being stabbed in the back from the shadows. He had a home with a roof over his helm, no matter how much he struggled. But he knew that there were those who lived in worse conditions, and he needed someone who understood that life.

Which is why this gladiator would prove to be useful to him and provide further insight.

Besides, rumors and stories had reached even Iacon about this revolutionary leader, this masked gladiator whose blue optics were all the spectators were privileged to see.

He wondered what those optics looked like. Were they filled with anger and bloodlust? If so, then he knew that recruiting a trustworthy ally in the gladiator was a lost cause. A mech who only lived for death was not one to be trusted.

But were they perhaps filled with a heavy wariness from what life had offered so far? Would they be filled with mistrust? Calculation? Would he be willing to listen and strive to make a difference?

He believed that the optics were the window of a being's soul, or a spark in this case. Gladiators were killers, but they killed to live and he would not judge this gladiator for his actions. He had no choice in his lot in life. But truth be told, he was not sure what he would find in this mech. As stated before: what good could come out of Kaon?

The mech could only stare silently into the darkness, the sounds of the cheering and the screams for blood pounding in his audio receptors. It was a strong, terrible sound as they all awaited to be entertained with death. They screamed for death, demanding to get their credits worth.

He would not disappoint. He never did.

He slowly rose to his pedes as the slave holders grunted and urged him on, but he needed no urging. He strode forward, helm held high as the lights of the arena filled his vision and the stench of death came over him.

Memories of his first battle became a blur, though he knew it was covered with mistakes. Just as his life was. A mistake.

He should have died that day when he first stepped into the arena. He should have died for his recklessness when he was first shoved into the Pits of Kaon. He had been so young, so frightened. The crowd had jeered at him, a young bot, who stumbled into the arena, unsure and afraid.

Flashes of steel and pain had filled his vision and body as he battled for his life. His moves were clumsy and desperate; desperate to live. His instincts screamed at him to live, to run. But running would expose his unprotected back to his opponent and leave him at the mercies of the other gladiator.

The only reason he was still alive today was because the old gladiator he fought was tired of fighting. Tired of living.

He would never forget the defeat in the larger slave's optics as the sword came at his chin. He was ready, he was looking forward to death. There was nothing in those optics that defined who this being of Primus's once was. Now, before them all, was a torchered, defeated slave whose body would be dumped into the slums, forgotten.

He would never forget that look. It would haunt the young gladiator all his life.

Now, he was stronger and wiser. He barely spoke, finding no reason to do so. Who would even bother to hear his voice? No one would even care to listen. Nothing he had to say was worth saying. It was not important to even speak.

His blue optics trailed over to see a younger gladiator, standing straight and tall, arrogance in his stance. He snorted, wondering if the youngling would live long enough to lose such a cocky air.

He looked up at the sound his designation being called. He was never given a name, only numbers and figures defined who he was. But that was alright with him,, he knew who he truly was.

He rose up from his seat and strode forward. He knew this area like the back of his servo so well that he could walk around blindfolded. The sword he chose was strong and sturdy, a weapon he was most comfortable with.

The chanting of the crowd grew louder as the heavy metal doors were swung open for him. He blinked his optics at the light, quickly adjusting to its brightness. He entered the arena, his blue and red armor easy to spot in the dark area.

The crowds chanting grew louder as they screamed for him. They called out for blood, for spilled energon.

They called out for Death.

He watched with keen interest as the fight began. This mech, this battered, scarred mech held himself tall, the sword in his servo like a tool that belonged there. Perhaps it did, considering this wretched lifestyle.

The caged gates on the other side of the large arena swung open as a beast burst forward with a roar, its massive form crashing through.

He blinked, startled at the massive size of the creature compared to the gladiator it was pitted against. At this moment, the once tall mech was no more than a tiny scraplet compared to this beast.

But scraplets were capable of taking down a full grown mech. He was about to find out just how capable this gladiator was.

The creature let out a roar that sent the crowds screaming in anticipation. In all of this, the gladiator had yet to move. He stayed in his spot in the arena, his stance firm.

The dinobot turned its horned head onto the gladiator before charging forward, mouth full of sharp teeth open and ready to snap the gladiator in half.

The gladiator turned and dodged, swiping out with his sword and vanishing from sight. From the sounds of the fanged creatures sudden screams, it was evident that the gladiator had been successful in attacking his opponent.

The creature suddenly let loose a string of fire from its mouth, but the gladiator merely stayed in the dinobot's blind spot. Blue optics were narrowed in concentration as he leapt back a considerable distance, rolling to a quick stop before leaping to his pedes. He stood up straight and gestured with his servo, shouting at the creature, his words lost to everyone in the sudden noise of the arena.

The beast roared and charged forward and for a moment, it looked as if the gladiator was to be run through. But the gladiator delivered one, swift punch at the beast's jaw, which sent the dinobot to the ground.

The gladiator strode forward and held his sword out, holding it at the dinobot's neck. From where he sat amongst the crowd, the first time bystander could not see the grim look in the gladiators optics, but he stiffened up at the thought of witnessing a cold blooded killing right before his optics.

If that was what was to take place, then maybe he should approach this gladiator with intense caution, and rethink his strategy. To be honest, he wasn't even sure what he expected to find in this arena.

But the gladiator merely straightened up, before climbing atop the dinobot in one swift motion. A tug of the creatures horns sent the dinobot staggering up and the gladiator held his sword high as the defeated dinobot let out a roar that shook the stadiums.

Shouting and cheers nearly left him deaf as he sat in the crowds, watching as the dinobot and gladiator vanished from view.

"Not unexpected!" he heard someone shout.

He narrowed his optics as he turned to the mech next to him. "What?" he shouted to be heard.

The short, grey mech turned to look up at him. "The fights between that gladiator and the dinobot always end with the gladiator on top. It has almost become a normal routine, though the dinobot clearly tries to make a meal out of him every time they are in the same arena."

His optics widened in surprise. "You mean this has happened before?" he demanded.

The mech shrugged. "The gladiator always beats the dinobot." He hesitated. "Though, that's the first time he ever made a statement like that."

He frowned. "Statement? What statement?"

"Mounting the dinobot like that means he is declaring his superiority," the mech explained. "It means that he is declaring nothing short of an uprising."

The beast let out a string of fire as it charged at him with its teeth out, ready to bite him in half. He dodged out of the way, leaping back before the tail of the beast could slam into him.

He leapt back and rolled before coming to a quick stop and leaping to his pedes. He looked up with a growl, optics narrowed as annoyance filled him. This beast was dimwitted and cocky, it was always easy for him to beat this dinobot.

"Only together can we survive! Let me lead you!" he shouted as the dinobot roared. It was the same plea he made to the creature every time they faced off, and every time, his pleas fell on deaf audio receptors.

But not anymore. He was determined to be heard. He was going to get his point across right here and right now. He was through with wasting time.

"Come here!" he shouted, putting his sword away and standing upright. As expected, the beast charged at full speed, letting out a roar as he accepted the bait. The gladiator stepped back and delivered a swift punch to the beast's jaw, using his strength to send the creature falling. A moan of pain and defeat emerged from the beast as the gladiator strode forward, his sword out.

"You defend me and my cause," the gladiator said, holding his sword at the creature's helm, his tone rough and weary. He was through with this nonsense, action was needed right now. "Or die." The threat hung between them both, strong and sudden.

The beast let out a faint moan, but did not move as it accepted its fate. He pulled the sword back, his piercing blue optics gazing at the monster who did not move.

The gladiator shifted the sword in his servos, his optics intense with a cold fire that left no room for argument. "I will have need of your services when the time comes," he said cooly. "And when I call, you will answer."

With that, he mounted the dinobot and tugged at the creatures helm, causing the dinobot to stagger upwards. Once upright, the dinobot let out a roar to the crowds as the gladiator held his sword up in a declaration. His chains were broken now, nothing could stop him and his cause.

He had started this change, and he intended to see it through.

This type of atmosphere did not appeal to him, it never did. The greed, the bloodlust, it all sickened him. He could feel his spark recoil in disgust at the very thought of contaminating himself in such a sinful, evil place.

But there were rumors he had to check out. Rumors of the noble gladiator, if there even was such a being, that fought in the Pits of Kaon.

Nevertheless if it was true or not, he had to check it out. He had to see first hand who this mech was, and if he really was sparking a new change.

His optics caught sight of the flash of red armor in the pits below as the roar of the crowd increased. He winced and tried to keep his position as the crowd moved forward and cheered while placing bets.

Most bets favored the so called Noble Gladiator.

He grimaced at the foulness of the air, and tried his best not to lose sight of the gladiator. The gladiator was tall and built with a sturdy frame, yet the paint color was ruined beyond repair as his appearance seemed to fit in with this grim place. He was covered in energon, whether it was his own or the spilled energon of his enemies was not clear.

He waited as he watched the gladiator fight the next beast that was in the pits with him. The gladiator, though too far below to be given a good look, already radiated fierce strength and cunning through his stance and actions alone.

The mech shivered as he watched, wondering what the next step in his plans should be in confronting this warrior.

"He could be a helpful ally," he stated to his companion once he was back in Iacon.

Ariel nodded thoughtfully as she walked with him down the streets. "True, but what of his motives? His ideals? Will he be even willing to help?"

He frowned thoughtfully. "Maybe if I talk to him and present my case," he said. "We would come to an agreement."

"Maybe, if he is willing to listen," she said. "But gladiators never listen to what they consider as empty words. Actions are what they watch, bonds that are built on the forms of trust run deep."

"You do not like it that I go alone," he said with a light smirk.

She huffed, rolling her optics. "No, I do not," she said. "You are a teacher, not a trained warrior, despite the ideal training you go through." It was true, he had taken it upon himself to learn to fight as a young age. Even now, his brode, silver frame gave off the impression of a warrior. But he was well aware that he could never stand up to a gladiator.

"But," Ariel continued. "I do know that this gladiator's help is needed if we are to get any further in our works." She frowned. "This gladiator, does he have a name?"

"I do not think he has a name," he confessed. "At least, I have never heard what he is called by the others. He is mostly called the Noble Gladiator when bets are placed."

She raised an optic ridge. "I am surprised," she said. "Usually legends like him carry names or titles."

He frowned. "Maybe when I speak with him, I will ask what he calls himself."

He was aware of the change he was making, aware that his actions had caught the attention of the Council. But he did not fear them, he did not fear what they could do to him. What could they even take from him? He owned no land, and possessed no title. He had no family to protect, and the one mech who he actually considered a friend possessed the most lethal and deadly skills in the Pits of Kaon. No one was going to hold any leverage against him.

Thinking of his only trusted ally, he glanced at Soundwave who was at his side. The fully masked mech said nothing, but only tilted his helm in a silent question.

He remembered how he had found Soundwave, beaten and nearly dead on that fateful day. Two of his minicons were already dead near him, and one was barely holding onto life.

It had been a sudden act of kindness that had him rescuing the masked mech and remaining, dying minicon. He had nursed them both back to health and had in turn earned their outermost loyalty. The minicon he had even rescued, Ratbat as he was called, grew attached to him.

The companionship and the feeling of trust was a welcome change in his grim life. He never knew what it felt like until then to trust someone, and Soundwave proved his trustworthiness time and time again.

He never intended to let Soundwave down because of that.

Until that one day, that one fateful day when they had been held captive for their revolutionary actions. It had been a day he always blamed himself for, because he had failed both Soundwave and Ratbat.

Ratbat had been the one to pay the price that day.

One of the interrogators that had held them captive had merely squeezed his servos with a sickening crunch, the lifeless form of Ratbat falling to the ground.

It had been the first and only time he had ever heard Soundwave truly scream.

Energon had flooded the streets as two gladiators, fueled by their wrath, sought vengeance for the life that had been stolen. Even then, the death of the interrogators did not satisfy them. What was meant to bring them down only drove them on.

They did not stop in their progress in fighting for a better future and for justice. If anything, the torture they had gone through and Ratbat's death had only fueled them forward.

He was pulled from his thoughts, now standing amongst eager citizens seeking hope and a better future. With that, he stepped into the light, his determination and fire carrying him as he stood straight and true.

He kept tabs on the gladiator and kept a close optic on him. He attended the gladiators speeches, but he never went to witness another gladiator match. The very thought of forcing slaves to kill for survival disgusted him, but it reminded him once more of what he was striving to change.

The words that were spoken by the gladiator were powerful, full of meaning that stirred the crowds and moved them for change. But it was not only the words that captured everyone, it was the actions that backed up this gladiator's speeches. He protected those who came to him and pledged their loyalty. But that was what made him pause and think about the gladiator's actions. Did he only offer his protection to those who swore loyalty to him?

That alone left him thinking deeply as he tried to get home.

He never would have made it to the next decent transportation if it had not been for the watchful optics of a certain faceless mech.

Two mechs jumped him at that moment, one brandishing a dagger that was ready to plunge into his side. The silver mech could only let out a choked yell, his instincts kicking in as he threw threw a punch at one of his attackers. The thug merely dodged before stabbing at him with the dagger.

Movement from the shadows caught his attention, and dread lodged itself in his spark as he thought of more thugs ganging up on him. He stumbled back, aware that he could not fight off three ruthless mechs. His only option was to run, but all paths of escape was cut off. His optics widened in realization as it dawned on him that these thugs had been lying in wait for him. This had all been planned.

But one thug was yanked back and into the shadows, his terrified screams choking off into a gurgled scream. A masked mech emerged in his place, his very countenance a terrifying sight to behold as he strode forward.

The second thug dropped his weapon at the sight of the faceless mech and turned to run, but he did not get far before a minicon materialized out of the shadows, leaping onto the mechs back and tearing into him with its claws. The thug let out a choked scream as his armored back was ripped open, his life bleeding away like the spilled energon on the streets. The minicon let out a triumphant growl as the thug met a quick death at its claws.

He stood there, shaking from the events as he regarded his rescuer. He dared not move, for fear of provoking the faceless mech and the minicon cat. He held his breath, wondering if he was to meet the same fate as those thugs that were now dead in the streets. But the tall, masked mech merely cocked his helm before turning and walking away, vanishing into the shadows.

In that moment, he dared not linger any longer in Kaon. He turned and sprinted for the nearest transport, his thoughts swirling with the strange events that had just taken place.

"I'm tired of this," one slave muttered.

The slave received a slap on the helm from his comrade, and the gladiator was pulled from his thoughts as he listened to the two slaves. Soundwave also looked intrigued, cocking his helm as he observed the two slaves from his seat near his older companion.

"Stop your whining, or risk your voice box," another hissed. "We all feel the same and there's nothing you can do about it."

The gladiator could only snort in amusement as he thought back to his past, how he used to think the same way. His situation never changed, no matter what he did. He grew, he himself changed, but his situation never did.

It only changed when he took on a different point of thinking.

He had never dwelled on that thought, the thought of change much. Such thoughts had been easily muted. What was there to change? How could he even go about with sparking change? What was he even hoping to change?

He knew what he had wanted, but he did not know how to achieve it.

Were they not all Cybertronians? Were they not all from the same Creator? Then what gave these slaver drivers the right to perform such cruel abuse? What gave them the right to force them to fight? What gave the Council the right to turn and look the other what and ignore such injustice? Was it because the fight and the will to live had been beaten out of the slaves? Was it because they were the lesser beings? Was it because of that weakness that they were so easily trodden upon?

If so, then he refused to be a lesser being. He refused to hide his strength just to survive. If he built up on his strength and sudden belief, then he would not fall.

He looked at Soundwave who had not moved from his spot. "Did he speak to you?" he asked, his voice low.

Soundwave merely gave a firm shake of his helm.

He nodded thoughtfully, his expression hidden by the battle mask. "Is he worthy?"

Soundwave stayed silent, but his servos clenched as he dwelled on the possibility of approaching the teacher who was sparking his own movement.

"We shall see soon enough," the gladiator said finally. "His words are bold, and he has a drive for change. Maybe he can be of some use to us."

He and Soundwave said nothing more on the matter.

He stayed in his spot as the crowd cheered at the gladiator's motivating words. He now recognized the faceless mech that stood nearby as his rescuer from all those nights ago. He still could hear the screams of his former attackers as they died and bled out on the streets. Now, he wondered why the faceless mech would even bother to save his life. Maybe they saw him as a potential ally?

The speech came to an end, and it was in that moment that the gladiator's gaze locked with his. He froze, holding that intense, blue stare for a moment too long. The gladiator merely inclined his helm in acknowledgement, before turning his attention elsewhere.

He blinked, confused at that silent exchange. Or was it an exchange? Did it even mean anything?

Someone grabbed him roughly by the arm, and he looked up to see the faceless mech staring at him, the mask illuminating with a low light. "If you wish to meet," a recorded voice said. "Then you will listen very closely to my instructions."

He did what he was told and listened. He said nothing, he nodded, and he was soon released from the firm hold of the faceless mech. He watched as the masked mech disappeared into the crowd, blending in. His gaze was then drawn to the small stage that the gladiator had previously stood on. It was empty, but Cybertronians were still milling about, talking about the speech that had enlightened them all. Hope and excitement shone in their optics as the words of the gladiator hung in the air, even after the speech had ended.

His servos curled into fists as he made his final decision.

He did not tell Ariel, or anyone for that matter where he was going or what he was doing. He was aware that they would try to talk him out of it, and he could understand why. Meeting a gladiator in one of the unsafest places in Iacon would be considered foolish, but he needed to speak with the gladiator. He found it odd that the gladiator requested a meeting in Iacon, instead of Kaon, but he was relieved for that matter.

But, it didn't mean he was going unarmed.

The hidden weapons he brought with him were one of the many he was skilled in using. While he knew that he could not hope to defeat a gladiator, he could hope to escape should things get dangerous.

"You are a hard mech to find," he said once he emerged into the alleyway. The gladiator stood before him, blue optics hard. No doubt, he was being observed at this very moment. He took in a deep breath, aware that anything could happen at this point.

This teacher who stood before him did not look like a teacher. He was built to fight, his silver armor gleaming in the moonlight. He could see by the way the silver mech stood that he was prepared to bolt or fight should the need arise.

Good, it was wise to remain cautious these days.

A hard mech to find, is what he said? What did this teacher take him for? Though he supposed that the civilian was trying to make small talk with such a comment. But he did not have time for such trivial things. First, he would see what this mech had to offer, and if he was wasting his time. If he was, then he would simply leave.

He was alone here. Not even Soundwave had come with him. He wanted to judge for himself what type of mech this teacher was. The mech was a revolutionary leader himself, though he needed strong allies to move his cause forward.

Much like the situation he and Soundwave found themselves in.

He stayed silent, waiting to see what this mech would say.

"I believe we can help each other," the silver mech said, not wasting time. "And I believe we can make a difference, moreso together then as different teams."

"What is it you are fighting for?" he asked suddenly, speaking up for the first time. He could see the other mech's optics widen, and it brought him pleasure at the thought of catching this mech off guard with just his words. He came here to observe, not talk strategy. Just because he agreed to meet with this mech did not mean they were allies.

"What is it you are fighting for?"

He blinked, surprised at the question, and with the fact that the gladiator spoke. "For many things," he said, recovering. "I am fighting for a new way of life, for a just society and ruling government. I strive for justice, and for the wrongs of our Council to be righted."

The gladiator leaned against the wall. "Very bold words."

"They are the only words I have that are true," he stated. "But they mean nothing without action."

"And action you have brought to your words," the gladiator said. "Your students are rallying behind you, as are many others who are ready for change." The gladiator straightened up. "But the time for talk and negotiation is over. The Council will not hear us unless we create more of a strong, and active movement." His icey optics hardened once more. "Violence though, is not the way to get our point across, not with the results we want."

"It sounds like we have much of the same ideals," he commented to the gladiator.

The gladiator stared at him before letting out a harsh laugh. "That may be," he said. "I see potential in you, though you are clearly in need of some aid if you want to make a difference. A rally will cause disturbance, but without a clear reason for rallying together, it will dismember." His optics studied his surroundings. "Maybe there is hope after all though."

A soudn of what resembled a sigh escaped the gladiator as he suddenly stood up and turned his back on him. "I will be in touch."

It seemed that this brief encounter was over rather quickly. He blinked, aware that there was no delaying the gladiator when it was clear that he wanted nothing more to be said between them. Though he took the last saying from the gladiator as a positive sign. "Do you have a name?" he asked suddenly, before the gladiator disappeared.

The gladiator stopped suddenly, before slowly turning to stare at him with a raised optic ridge. "What makes you think I need a name?"

He couldn't help but grin, thinking of Ariel. "A legend like you must have a name."

"You are only a legend when you are dead," he stated. "And I intend to avoid the Well as long as possible." He tilted his helm, optics alight with thoughtfulness. "Though I suppose it would do some good to go by some nam if we are to work against the Council." He turned his gaze back on the silver mech. "You give me your name, and I shall share with you what I call myself."

He chuckled. "Very well then." He extended a servo, the first start of a bridge to a greater beginning. "I am known as Megatronus, but you may call me Megatron."

The gladiator looked at the extended servo for a moment before reaching out and clasping it in a firm shake with the revolutionary teacher. "I am Optimus Prime," he stated firmly, as if that name was a silent declaration to all who heard it.