Author's Note: This is the first time in years I have returned to write fanfics for the community. The story line for Phage has plagued me for years and it was only recently that I sat down and started rereading some material I had already written for this fanfic and future ones. It rekindled my interest in writing the stories out rather than just reliving them in my head. And, after three weeks-here's the first chapter of Resonation, for me at least a long awaited return to the Transformer community.

For those interested, this is a soft-core reboot of the alternative universe I tentatively began to establish with 'The Golden Hour,' where I first introduced Phage. In this reboot, I have stripped her of her ability to transform into a motorcycle but retained her ability to transform into her prior human appearance. She is alternatively referred to as both a monoformer and an android by the Cybertronians and either looked down on or they have sympathy for her. I have also advanced the timeline of her age from a young adult between her teen years and early twenties to pushing thirty. What this all means for the fanfic timelines between my stories is this: The Golden Hour is first, then Resonation. I'm not sure if I'll rewrite The Golden Hour to reflect these changes. There is a lot to write going forward to jump back just at this moment.

With that, please enjoy!

Chapter 1,

Phage's hand flew to cover her mouth to silence the curt shriek that threatened to tear from her transorganic lips. She jolted badly and looked away from Teletraan-1's screens from the vicious assault taking place on the doorstep of the Ark. Bright red and blue laser fire erupted at rapid pace across multiple screens, Autobots and Decepticons exchanging fire in a complex chess match of Go. Explosions violently erupted any exchange when missiles or bombs went off. At any given time the Autobots and Decepticons were constantly engaging and disengaging, transforming and alternating shape given circumstance at a rapid rate. Engage. Exchange fire. Close distance. Frontal assault. Disengage. Regroup. Repeat.

The landscape outside had altered dramatically. The forest was on fire. Other parts, old trees, lay flattened from one of Thundercracker's sonic bursts. Craters dotted the landscape where none had been before. The dormant volcano that housed the defunct Ark was steadily being ripped apart from one volley of laser-blasts to bomb explosions after another, but it was only the explosions that Phage felt shake the Ark itself that rattled her nerves. With every tremor, she feared it would be the one that would breach through to the Ark.

Throughout it all, Teletraan-1 dutifully chronicled the entirety of the surprise assault with its spycams and security footage since the conflict had begun at the hazy hour just before dawn.

Gradually, Phage's optics returned to the central screen where the heated exchange between Megatron and Optimus Prime was displayed. It was this screen that Phage had been glued to, that screen that Phage would occasionally jump and scream and look away from and return to again. The two leaders were engaged hand to hand, long range weapons forgotten an hour before in exchange for close combat. And they were tearing each other apart.

Superficial scorch marks from laser fire, clean cut lacerations tore open their armor and exposed the delicate circuitry, wires and muscle cables beneath. Both combatants were leaking from various gashes.

Phage watched helplessly as Megatron lunged forward to plunge his energy blade through Optimus Prime. The Autobot Commander sidestepped and struck down, trapping the blade in the hook of his energy ax. With a deft twist, Prime had Megatron unarmed.

In the temporary upper hand, Optimus failed to see Megatron's free fist round about and smash into him hard across the helmet. Prime's helmet crunched on impact. The momentum sent him forward into the dirt and Megatron followed right after. He seized Prime by his shoulder struts, flipped him over, and proceeded with a volley of punches. With every hit, the metal of Prime's chassis whined and groaned, concaving centimeter by centimeter. The windshields cracked, spider-webbed, and shattered.

Then Megatron grabbed Optimus Prime's antenna.

The Decepticon Commander had Optimus's head between his hands and with a savagery that contradicted their advanced technological origin -ripped off Prime's right antenna.

Phage's hand pressed hard against her lips as if it could silence the short scream that tore itself from her throat. She jumped as colored wires trailed the broken antenna and lifeblood splattered across the combatants. She looked away from the savagery, head spinning and her gut twisted into knots.

For hours she had anxiously bit and chewed her bottom lip and twisted her braided synthetic hair in her hands. Rather than leave the command room her eyes kept drifting back to the screens. Anxiety wracked her mind.

If the Decepticons win and successfully destroy the Autobots, what would happen to me? Dear god, what would happen to me? Death.

She then quickly rethought: Death would be a blessing. If they let me live...?

A chaotic swirl of thoughts crowded her mind, all very possible outcomes if the fight was between humans and not alien sentient machines. What would Megatron do with me?

She could only think of termination. She had no purpose to serve. She barely had a function among the Autobots. Everyday that she was shuffled off to go see if any of them needed assistance. Most days no one even bothered with her. She, the transorganic monoformer, didn't exist. When she had been human it had been another matter. She was as welcomed as her cousin Spike. That, she felt, had been a long long time ago.

"Come on Prime! Get up!"

Spike's cheer-leading ripped her from her morbid thoughts. She wasn't sure which was worse- the battle, the waiting from the side lines, or Spike and Sparkplug's commendation as if they were watching just another football game.

"Yes!" Sparkplug hollered, fist pumping the air. "Get them Sideswipe! Tear them apart Sunstreaker!"

Phage's attention was morbidly transfixed to the battle between Megatron and Prime. "Prime's in trouble." she muttered, her optics growing steadily larger and larger. She could scarcely believe what she was seeing. Optimus wasn't fighting back.

Is he stunned from the blow to the head?

She kept a running log of all her recent medical training with Ratchet and cross referenced it with every injury. She calculated the damage, the repair time, the unseen damage underneath. Was it all life-threatening or just messy? Her conclusion startled the femme.

"Prime's in trouble." she repeated loudly, forgetting her braid. "He's going to die!"

Every screech of metal, shattering and cracking glass, Phage's muscle cables twitched and jumped. "My god," Phage gasped, "Can Prime call for back up? Is anybody out there seeing this?!"

Spike and Sparkplug went silent. Then Sparkplug swore and shouted at Teletraan-1. "Alert the Autobots! Prime needs helps!"

{Negative.} beeped Teletraan-1. {Unable to requisite your request.}

"What! Why?" Sparkplug shouted at the super computer.

{Communications are nonfunctional.}

"Soundwave." Spike cursed. He announced suddenly, "I'm going out there."

"Don't be stupid Spike!"

"Someone has to help Prime!" Spike was already running for the entrance to the Ark. "Get the Medbay prepped dad!"

"Get your armor on son!" Sparkplug was yelling after him but the gesture was redundant. Spike was already heading for the armory. Grumbling along the way, Sparkplug took off in the opposite direction to prep the Medbay. "Give me a hand, Alice."

Phage flinched at the name. Her old name. The name of a woman that had been dead nearly two years. Only her uncle still bothered to call her that but she hadn't felt she was Alicean Witwicky in a long time. Just an android with her memories and mannerisms. It soothed and hurt all at once. Phage pushed back the swell of identity crisis.

She half turned to follow but her optics kept her rooted to the screen.

"Prime's going to die." She reiterated.

"The Autobots will get there. He's been through worse."

Her optics flashed across the dozens of screens. "Everyone else is locked in combat elsewhere."

"Alice."

She couldn't move. Megatron had Prime straddled and visiting a flurry of blows to Prime's head. Phage felt she would be sick.

...Internal damage. Head trauma. Cerebral rewiring for the antenna to the CPU. Potential short term memory loss. Windshield replacement. Panel replacement. Scratch prior- a whole new chassis. Torn hoses, muscle cables, high potential damage to the spark casing and fuel pump -

The germination for a vague plan sprang to her mind but indecision struck her. Fear. Dread. Charge through that mess? To Prime? Then what, kindly ask Megatron to step aside so she could repair him? She scoffed at the thought.

Stop thinking. Just do. Action.

She shifted constantly, muscles straining between action and restrain, locked between the two like a car revving at the start of a race but the foot was on the break.

Charging through a battleground to aid fallen soldiers – that's what Ratchet would do. Something he had told her she would be faced with one day herself.

Here it was. Sooner than she liked.

"Do what you have to." Sparkplug said suddenly. Phage blinked and looked to her uncle in shock. Had her internal conflict been so apparent? "You know where the armory is. Make it fast."

"There is no time to run to the armory and back."

"Just act." Sparkplug said. Phage stared down at him. "Action. That's what the military teaches you. If you're going to do something -for god's sake do it and do it well."

Just act. Phage repeated it to herself as a mantra. Just. Act. Action. Action. Action.

Pedal to the metal. Foot off the break. Phage took off at a run.

Sparkplug carded his stubby fingers through his graying hair. "I hope she's not winging it."

Gasping for breath, Phage arrived at the entrance to the Ark, pulling up short under the cover of the shadow of the craft. She scanned the war zone outside and nearly talked herself out of it.

"Prime needs help." she told herself severely. "He would help you." She quickly corrected herself. "He has helped you."

She hopped between her feet, eyeing and calculating the strafing laser fire from the Seekers, return fire from the Autobots. Listening to the roar of jet engines and cars alike. Seeking a pattern in the chaos, plotting a beeline course for the eye of the storm. She tried her wrist comm-link and an explosion of chaos poured through. Injured, pinned down, whose available, whose going to Prime?

That was repeated again and again.

Whose available? Prime down! Repeat. Everyone speaking all at once. Nobody getting any answers. Nobody was really communicating. Just shouting all at once. They couldn't respond.

Chaos.

Breath in through the nose.

Out through the mouth.

Calm. Focus.

Breathe.

The wailing of the Seekers engines held her back. She focused on her breathing. When their laser fire cut across her intended path and up the side of the mountain, she tried to calm her racing fuel pump. Screams and shouts of take cover pierced over the and outside-a cold reminder that everything was so close at hand. The Seeker engines roared and grew distant. Then quieted. A lapse in the chaos.

An opening in the pattern.

Go.

{Available!} crackled Ironhide over the comm-link. {I have the Twins with me.}

Suddenly, from Sunstreaker and Sideswipe: {Wreck and rule!}

{We're engaging with Megatron. I repeat, if anyone can hear this-}

Go! She screamed internally at herself.

Her body snapped to obey. She burst forth from the shadows of the Ark into the full unforgiving afternoon sun in June. She could not remember a time she ever ran so hard. Her feet pounded the earth and ate up the distance between herself and Optimus Prime's inert body littering the barren earth. On her eleven'o'cloak, Ironhide, Sunstreaker and Sideswipe streaked in a long arc towards Megatron. The two forces collided violently. The Lamborghini Twins made it ahead of the slower Ironhide, and in their flamboyant fashion they transformed at full speed and launched themselves at Megatron. To her shock, the DecepticonCommander turned to address the cavalry before their arrival. With a power and savagery that rattled her to her core, Megatron grabbed Sideswipe first then Sunstreaker out of the air and twisted around with momentum of their kinetic force incoming at roughly 120 miles per hour and threw them back at the incoming Ironhide like an gold-medal Olympic discus thrower. Ironhide barely had time to transform before all three ended up in a pile of limbs and parts.

Her fuel pump hammered in her throat. Megatron launched himself after the Twins and engaged all three in a vicious brawl that rivaled the brutality of Prime and his moments ago.

Laser fire suddenly erupted along her path. The shriek that ripped from her throat was lost in the cacophony of the melee. She was running too fast to slow and burst through the downpour of earth and dust on the other side unscathed.

So far.

It was not the first or the last. Stray laser fire sizzled the air sometimes inches ahead or a centimeter behind. The heat from the stray fire that cut too close seared her soft transorganic flesh. Phage yelped and clenched her denta and hissed with the first few. Later, as her muscles strained and burned, she did not feel the heat at all, though she saw by her arms and pumping legs that new black marks appeared at an astounding pace. She dodged and weaved, looking to and fro. Painfully aware of sudden moments and lights in her peripheral. Her audio receptors straining hard to pinpoint the long whine of incoming missiles or Seeker engines. She had to duck a missile once. How she managed to find herself running between combat lines she could not fathom but it seemed that both red and blue laser fire erupted all around her.

Blue laser fire ate up her vision. A searing sensation tore across her right cheek. Phage did not slow. Even as she felt cool liquid streak down her jawline.

The last stretch she was heaving for a breath of air that was not hot and leave her glossa and throat parched. The muscle cables in her legs burned. Her lungs ached. It had been years since she had had to run anywhere. And never with such a boiling pot of mixed emotions snapping at her heels.

Dirt kicked up and trailed behind her as Phage dropped and slide the last few feet to Prime's mangled body. Sweat poured from her brow. Laser marks kissed her body in a haphazard fashion. She was forcing air through her systems nosily.

She permitted herself a hectic moment to scan Prime's body once over and bemoaned the gravity of the situation. Prime was far worse off than she had imagined.

She punched Ratchet's line in through her comm-link, praying that communications were back up. "Ratchet! Ratchet I need you!"

Her comm-link crackled to life.

{You're insane!} Racked Ratchet's voice immediately over the comm-link. An immense sense of relief flooded through Phage at the sound of his voice. {Fragging insane! Running across the damn fragging battlefield like that! You're not modified for a warzone! What the slag were you thinking leaving-}

"RATCHET!" Phage screamed frantically, the pitch blending with the whine of twisting metal. "Prime is dying! I can't repair this kind of damage on my own! I need you over here yesterday!"

A hail of heavy fire roared over the comm-link. Phage pulled back as if it could strike her. The femme's optics leapt from her wrist across the field where laserfire ripped the mountainside apart.

{I can't reach your position, Phage! We're pinned down over here!}

"Shit!"

{Okay wait, remain calm. Hold on. Let me think!}

"There's no time." The comm-link suddenly went silent. No amount of fiddling with the device could revive it. Very quickly she concluded interference. "There's no time." Her fuel pump was hammering wildly away against her chassis.

Phage licked and bit her bottom lip alternatively as her hands sped over Prime's chassis quick and jerky. She lacked Ratchet's gentle touch as she smashed the remainder of the windshield with her elbow. Then taking hold of the concaved panels, she yanked one open with one mighty pull, the metal protesting. The hinges broke. She discarded the entire frame. It would have to be removed and replaced anyways.

Every second and a half she glanced over to observe the battle between Megatron, Ironhide and the Twins. Every time she was astounded she had not yet been noticed by the Decepticon Commander. Every additional second was a blessing. Every next one she feared could be her last.

He would kill me.

She shoved the thoughts roughly aside. Focus.

Her hands dived into Prime's chest cavity seeking and finding a release that triggered the under armor to separate. It should have lifted to reveal the delicate internal systems below on its own but Phage had to force it. Her face grew long and stressed seeing the extent of the damage beneath, momentarily lost as to where she should start.

"Checklist." she was muttering. "Severe leaks. Patch. Compromise to the fuel pump? Spark chamber? Stabilize. Stabilize. Stabilize."

Very quickly she became coated up to her elbows in Prime's lifeblood as she patched leaks with adhesive mesh or staunched the flow of others at their source with an expanding foam mixture, all her medical tools pulled from her subspace pockets. Seconds felt like long gut wrenching minutes. A minute felt like five. How had Megatron not seen her yet? The question kept running through her head.

Suddenly, Optimus Prime's hand struck out and snatched her right wrist in a vice like grip. Phage jumped badly, a shriek passing her lips that set her on edge on who could have heard.

"Optimus! Optimus, my god! How are you-" His grip neither tightened nor loosened but she could not pull her arm free. "It's me! It's just me." she tried to say soothingly, but the tension and stress leaked through. "Let go. I'm trying to help you."

The fierce blue light of his optics dimmed behind the spider crack in his optical lens. A flicker of recognition crossed them. "Alice?" His voice was wet. Thick with fluids. Her eyebrows knitted together in alarm even as Optimus corrected himself. "No your...Phage. My memory is...so hard to think right now." His whole body rattled with a slew of wet coughs. Lifeblood leaked between the fine lines of his battlemask. Phage could only gap in horrified silence.

How is he functioning? The damage alone to his cranium-

Lazily Optimus Prime's optics trained on her hand locked in his grasp.

"Your hand...Phage, are you damaged?"

She bit her lower lip. Optics wide. "Optimus, let go of me. You're -" she was going to say dying but choked on the word, "badly damaged. I need to repair you."

He mumbled something of what she said, but it was ultimately lost under the garble of fluids flooding his vocal unit. The fool tried to sit up and Phage easily pinned him back to the earth. The lack of effort to do so on her part alarmed her. "Lay still. Don't move."

"Internal reports -critical." He labored between each word.

Her optics dropped to his exposed chassis. "I know." She tried to free her hand again and found she was easily able to slip his grasp. Prime's hand dropped heavily back to the earth as she dived back into the repairs.

She kept casting her eyes over towards Megatron.

Her fuel pump hit hard against her chassis when she caught a glimpse of Megatron slamming his fist into Sideswipe's midsection then threw him to the ground hard enough to kick up a dust trail. She thought her fuel pump skipped a beat when Megatron started to turn around. Sunstreaker and Ironhide were on him before he could.

Sideswipe was slow to pick himself back up, his servos straining with the effort. His head lifted up and their optics caught across the battlefield.

Time warped and stretched. A second seemed to last forever.

Sideswipe mouthed something she didn't quite catch. But a grin touched his lip components that was meant for her. With renewed vigor he leapt off the ground and tackled Megatron at the waist.

She swallowed her fuel pump.

They're using themselves as cannon fodder for you. Buying you time. Don't fuck this up.

She tore her optics away and focused at the task at hand, worrying her bottom lip all the while. She couldn't stand to see Megatron tear Sideswipe to pieces too.

Once she had caught all the leaks she could find, her attention drew to Prime's spark chamber and stopped. It was destablized.

I can't fix this.

The realization hit her like a sledgehammer to the gut.

"I can't." she whispered hoarsely even as her hands moved jerkily to hack out the battleground repairs. At that same moment Optimus was saying; "Can't open." He gestured weakly to his chest. "You must. Phage, m-trix. Take-" He coughed and his vocal unit malfunctioned. "Take to-"

She ignored him, batting his hand down. "Stop it. You're not dying."

Her processor was awhirl, how did she keep his spark stablized long enough for Ratchet to arrive?

With an almighty force of will, Prime grabbed her wrist, stilling her movements.

"Take the Matrix." Optimus coughed through his stressed vocal processor, managing to punctuate the severity of each word. The renewed fire in his optics astounded her. "Megatron cannot have it."

A toxic swell burned her from the inside out-anger, grief, defiance. Abruptly, she recalled other battles over the years. Other times Prime had drawn out the Matrix from his chest in the security of the Medbay and healed his fallen comrades by it's mere light.

She had always shied away, unable to comprehend the miracles it wrought. The Matrix challenged the very foundation of her thinking – of Alice's thinking. How could she scientifically explain away something like that when she refuted the concept of a god. Often she tried to ignore it's very existence even when she found herself holding the damn thing and being told a thousand times by Ratchet to handle it with the greatest of care.

Abruptly, she found herself fuming. Irate with him. She glared. "Keep it safe yourself." she hissed. "I've seen you use it to revive and heal the 'bots before. Use it! Heal yourself you coward!"

He squeezed her hand. There was a warmth in the glow of his optics. "There is the ferocity." Uncharacteristically, Prime tittered. Phage's optical ridge shot up her forehead. The moment passed as oddly as it had come. "If Megatron gets the Matrix, he'll have an army. Do you-" he paused to gather himself, his optics squeezing shut. She could not fathom the pain he was in. When he could he finished, "Do you comprehend?"

They held each others optics, Prime pleading with her to understand. Phage struggling with what he was asking: Leave him to die. Take the Matrix.

A wild thought blossomed in her mind.

How much time did she have?

Phage broke eye contact to glance over to the melee. Ironhide and Sideswipe were down. Sunstreaker was the last one standing. Her stomach twisted into knots when she caught a vicious glance from Sunstreaker as he and Megatron circled one another like top predators battling it out over a kill. She didn't hear what they exchanged. She would not have been able to process it if she had.

"Phage." Prime squeezed her hand. "Get it to Jazz."

She burst into action, stealing her hand back from Prime and lightly leaping over him so that her back was to Megatron. Prime followed her with his optics-a question in them.

"I have a better plan."

Her hands dived back into his chassis. Working fast, she found and flipped the necessary catches to trigger the mechanisms to release the Matrix. She had to carefully shift and lift his spark chamber as the mechanisms were too badly damaged to obey. Just beneath it there emitted the warm glow of the Cybertronian artifact buried deep in his chassis. In an instant she saw why the Matrix wasn't healing him-Megatron had damaged the very cavity where it lied jacked into Prime's systems with the brutal ferocity of his attack. She didn't hesitate to lift it from its resting place, all sacred rites lost on her of Passage and Bearers.

As suddenly as the glow of the Matrix was there it vanished from view.

Relief flooded Prime's optics.

"Go." Optimus's own voice came out garbled, his vocal processor flooding with fluids.

Her free hand was already fast at work to lock his spark chamber back over the empty Matrix cavity. Phage's optics were narrowed into sheer determination. "No."

His spark chamber snapped back into place with a satisfying click.

Suddenly, Optimus Prime's optics became dim and unfocused. His large blue iron hand gently cupped her face. Phage stilled. Her optics jumped up and locked with his.

"Ariel, I missed you." She gaped at him. "Where did you go? I thought you died."

Phage mouthed the name 'Ariel,' optics scrunched as her hand covered Prime's. A swell of sympathy nearly snapped her over stressed nerves. She wasn't sure what to say other than, "I haven't left you. Not ever."

His optics dimmed. His hand went slack.

Optimus was either terminating or slipping into stasis lock.

Phage took no chances.

Her hand dropped away from Prime's hand on her face. Her fingers flew over his spark chamber as his hand hit the ground a second time and laid motionless thereafter.

Another cerulean light blossomed and then disappeared.

"Ow!"

Something struck her from behind and clattered to the ground. Phage stiffened then looked to find what it was. Too long under tension pitched her to a quick temper. She grabbed the piece of discarded scrap and threw it back in its general direction – only to see too late it had been a piece of Sunstreaker's chassis.

To her horror, Phage realized several things at once.

The throw was horribly off. Mortifingly so. It left her hand too early and in a wide useless arc that went yards wide of its intended direction. She registered that the clamorous commotion of combat had died off, leaving an uneasily silence in its place that weighed on her senses. Then, there was Megatron.

The Decepticon Commander's optics slid lazily through the air to track the trajectory of the projectile. His optics snapped back to her and borrowed into her.

Phage's breath caught in her throat. Her body locked up under his burning gaze, bright and fierce as binary red stars.

The whole of Megatron's battle-scared frame heaved to cool his systems. Riding high in the cusp of battle ecstasy and total victory he was salivating at the mouth, drool and trickles of his lifeblood mingling. Steam rose from his white hot fusion cannon. Beyond him, Ironhide and Sideswipe lay in a mangled mess. Sunstreaker's inert body still hung from his energon-stained hands.

She wasn't sure if the Terrible Twins were regenerating.

At that moment she could not imagine something more terrifying than the advanced biomechanical military genius before her reduced to the feral brutality of a monster.

Megatron's lips twitched at the corner threatening to break into a wolfish grin. Between his heaving to cool his systems, malicious laughter gurgled up.

"What is this?" Megatron swept his optics over her crouched frame as if trying to decode a puzzle box. "I had forgotten about you." He dropped Sunstreaker's body like so much useless scrap. The racket of Sunstreakers impact rang like death knell's in her audios. Her nerves shook.

Somehow she managed to tear her optics away and whiped around. Her gaze transfixed on Optimus Prime's dark optics. She couldn't move. Her body felt like lead.

Where would I run?

Had he seen?

He would run you down you idiot.

Phage couldn't move, rooted to her spot both in indecision and dread. She was nearly thirty years if she counted Alice's experience in life. Megatron was more than nine million, a machine god of death and destruction. She could not feel more insignificant or so powerless.

Be strong. She gently chided herself. You have to be strong.

She could feel his optics borrowing holes betwixt her shoulder blades.

"Now this is precious. Absolutely precious." Megatron reiterated, she could just sense the feral grin. "Have your moment to mourn your fallen leader, Phage. It will be the last time you will ever see his body whole -if at all."

Her audios strained to the point of hurting to catch every footfall. Tracking him as he made his slow, steady approach. Her breath hitched when he stopped behind her. Dirt dusted up around her ankles, pushed in a thin breeze.

She flexed her hands into fists to hide the tremble.

Time ground to a snails pace and stretched out.

Abruptly, Megatron remarked sincerely: "You did all that you could."

Phage blinked. The breath rushed from her lungs. That was not what she had expected and the sudden transformation from Mr. Hyde to Doctor Jeykll left her reeling.

"Medical training is it." he went on, observing everything she had done. "It must keep you locked away in the Ark at all hours. Medics are rare here. I cold find use for that."

Was he – not going to kill her then? The fear of him slowly drained from her nerves. She had purpose? She said nothing. Couldn't.

A sense of euphoria seeped through her veins to fill the void where her fear had been when she realized Megatron had not seen what she had done.

He hadn't seen!

"Stand."

She hesitated, her mind spinning fast to plot out avenues of escape. He hadn't!

"Stand." Megatron commanded with impatience.

Phage inched to her feet on unsteady legs. She held her hands up open palmed and felt inclined to say through a tight constricting voice, "I'm unarmed."

"That is apparent." He said so with a crisp dull tone. "Monoformer, lacking body modifications beyond your obvious ascension." There was a second's pause, then, "Your comm-link isn't even embedded into your neutral network."

Phage glanced at her wrist where the comm-link was strapped like a watch. Frustration poisoned her veins. She had asked Ratchet repeatedly for basic upgrades but Optimus had denied them all because of her transorganic state, Ratchet was afraid he could not repair her if something went wrong. Optimus had agreed. She had accepted their decision with reluctance.

"Your courage is noteworthy. Charging through the thick of battle, into the optic of the storm, to save your leader when you have no protection and no battle armor of a kind...beautiful heroics or foolhardy error."

"Time will tell." She rasped out before she could stop herself.

His heavy bloodstained hand came down heavily on her shoulder strut. She nearly collapsed under the pressure and over stressed nerves. He made her turn around.

Like Prime, Megatron towered over her so that as she turned she saw only the fine battle-scared detail of his abdomen, her head topping off just below the Decepticon symbol proudly emblazoned on his chest panel. His hand left her shoulder strut and cupped her chin, tilting her head up to meet his optics. Her throat went dry and all thoughts of escape became suspended from her mind.

He titled her head this way and that, examining her face in critical detail from every angle. At one point, he thumbed her cheek where laser fire had come far too close for her liking. She didn't question the lack of pain as he traced it. She had always had a high pain tolerance. As he took a particular interest in the burn, he was saying, "Beyond your medical training, I recall that you can phase. Perhaps the run wasn't as risky as it appeared." Her fuel pump had managed to get fixed at the back of her throat. "I am curious how you've managed to stay sane. Phasing deteriorates the individual body and mind. You've remained whole thus far. I could make great use of such a pure form of outlier phasing more than your limited medical career."

Her cracked lips parted. She did not know where the strength came from to stand and address him back: "I would ask that you release me so that I may return to the Ark. You agreed with Optimus Prime that-"

The lines sounded so painfully rehearsed. Truthfully, they had been ground into her in the event that she was captured. This situation however -

Megatron cut her off sharply, a note of irritation pulling at his features. "I know what was agreed." He replied curtly, dropping his hand from her chin. Phage's lips locked back together. "But Optimus Prime is terminated. You are remiss to believe that your neutrality still matters." He eyed her lazily. "I would suggest you stand aside and wait out the hour. The Ark will not protect you. Very soon there will be no more Autobots. They will either obey or follow their Prime."

"They won't obey you."

"They must. We are all that remains of our species. Going forward will be the survival of us all and I need all hands and talent everyone possesses. I will make them see logic. I will not accept adversary." Her lips parted but she wasn't even sure what she would have said. Megatron cut her off anyway, "You and I will discuss these matters-and your future function-later."

He paid her no further attention as he pushed her aside. Her own overworked nerves gave out and she fell. She kissed the dirt, scrambled and rushed to regain her footing. Hesitation held her back from outright running, but when she realized he was done with her Phage ran.

Megatron noted her path on his internal scanners and became bored with the predictability of the contagiousness of Autobot hope. He didn't bother to stop her. Finding her later in the Ark would not be difficult.

Phage was painfully aware that he battle between the Autobots and Decepticons had come to a halt. Phage had a sense that apprehensive optics from the Autobots scattered across the battlefield were trained on Megatron as he stood over Optimus Prime's corpse.

She did not stop running until she reached the massacre of Ironhide and the Twins. Phage slid between the Sunstreaker and Sideswipe, kicking up a trail of dust in her wake.

"Sideswipe!"

No response.

"Sunstreaker! Ironhide?"

Deafening silence ground down on her audios. The battlefield had become a cemetery.

Phage worried her bottom lip. She dropped her head against Sideswipe's chassis and tried to still her own rapidly beating fuel pump.

There.

She was certain. A pulse. Strong and steady and defiant.

A long held breath rushed rapidly from her lungs.

Sideswipe was alive. Which meant Sunstreaker was alive. The Twins were a mess, but regenerating slowly. Phage counted her blessings for indestructible twined sparks, but swore when she realized they would be out for the long haul. They could not help her any further- more importantly, the wrecking mechs that were the Twins couldn't help her further. Sideswipe couldn't.

"Shit."

Shitshitshitshitshitshitshit!

"Autobots and Decepticons!"

Phage's head snapped up and immediately looked away, Megatron stood over Prime's body, severed head hanging by his circuity in hand. "Optimus Prime is terminated! Today marks the beginning of a new age for Cybertronians-"

Phage felt like she was going to gag. She didn't hear the rest. She leapt up and ran. Her fuel pump hammered in her throat, her lungs burned and her legs felt like lead.

Only one thought, one destination in sight: The Ark. Get to the Ark.

It's defenses would be enough to hold off the Decepticons. Enough for the Autobots to regroup once they realized-

She realized Megatron had stopped monologuing. Terrible silence descended behind her worse than the one before, prompting her to flash a quick glance over her shoulder strut.

She wished she hadn't.

Megatron gaped down into Prime's chest cavity. Optimus Prime's severed head in one hand, the other in Prime's chest searching for and failing to find what he wanted. The moment she looked back Megatron's head snapped up. His optics locked on her fleeing form -intense, predatory and murderous.

A strangled noise squeaked out of her passageway and she redoubled her speed. The muscles cables in her legs protested and burned. Her lungs were on fire already. She wasn't use to running. Not for years.

"DECEPTICONS! GRAB HER!"

The command carried across the battlefield and echoed in the nearby woods around the mountain for miles as it boomed over microphone. The heat of his rage, the snarl on his lips obvious by the vehemence in his words.

Doctor Jekyll had once again fallen to Mr. Hyde.

Ancient silent optics as old as young stars belonging to hardened war machines zeroed in on her position. Unspoken communiques passed invisibly over comm-links: Decepticons- capture. Autobots: protect and retrieve.

There was no need to tell the Autobots what she had stolen from Prime's chest cavity that had Megatron furious -the Matrix. Their last hope to revive Prime and their comrades.

And like that, the battle recommenced.

Positions shifted and reshuffled, settling in for the second half of the battle.

Laser fire erupted all around her. She screamed, slowing down and covering her face as debris exploded around her.

"Grab her I said!" Phage could hear Megatron snarling over the Decepticon comm-links behind her. "Not shoot her! I want her in one piece!"

All at once the down pour ceased. Clumps of earth rained down and peppered her frame. Phage coughed as she made to run through the dirt screen when someone grabbed her left wrist and pulled her back. Her head whipped around and saw the blue Seeker Thundercracker.

"No you don't femme! Megatron-gah!"

It happened quickly. Jaw set, Phage flowed with the momentum as Thundercracker dragged her back. She abruptly planted a foot on his one bent knee, used it as leverage to gain the extra feet she needed and slugged him clean across the jaw. He released her wrist and stumbled back grabbing his jaw. Phage followed up with a hard swift kick in the side of his knee joint. The Seeker went down hard with a shout. She whipped back around, braid flying in an arc through air with the momentum, and ran.

"Glitch!" Thundercracker shouted after her as Starscream transformed and landed next to him.

"Watch how it's done, Thundercracker!"

He leveled his null ray, took aim and fired-

-and gaped as a blue shimmering force field surrounded her a half nanoklik before his blast would have struck her.

Phage stopped on a dime, staring around at the force field surrounding her in a moments loss. Then, it clicked -Trailbreaker's force fields.

Her comm-link crackled to life. The first she had heard it in a long while. Prowl's face flashed across the screen. The levelheaded tactician's visage was contorted into the countenance of a near mental breakdown. {PHAGE, RUN! I'm redirecting all available personnel to you!}

No additional prompting was needed.

She didn't have far to run before she spied Trailbreaker, Hound, and Smokescreen speeding her way. They closed the gap between them swiftly. Smokescreen was the first to reach her. He hit the breaks and spun around her in a wide arc, spewing out a thick gray wall of smoke that hung heavily in the air and obscured their view of the Decepticons.

None of them transformed as they circled her.

"Hold still!" Hound commanded and two more of her materialized from thin air and mirrored her every moment. Phage didn't have time to bat an optic. "Alright I'm good."

"Quick, get in." ordered Trailbreaker as his passenger side door sprang open.

"You don't have to tell me twice."

"This won't work for long." Hound bemoaned. "I can smell the Matrix energy all over her. It won't be long before the Decepticons realize our duplicity."

"So long as they follow their visual sensors and not their scanners." Smokescreen remarked, "We might make it."

Using her mass displacement, Phage shrunk to the size of a human and leapt inside. She barely got her foot inside Trailbreaker before the door slammed shut. A glance out the window showed her that Hound's holograms of her boarded the other two mechs.

"Hold on, this is going to get bumpy."

Her arms snapped to the dashboard and dug in.

The three Autobots sped off in three separate directions. Only Smokescreen took to the air in his vehicular mode.

"I didn't know you had guts of steel." Trailbreaker remarked.

"What?" Phage's mind was a million miles away. Her optics kept glancing at all the rear and side view mirrors and out the windows. Thundercracker and taken flight and went after Smokescreen. Starscream was after Hound. Trailbreaker was zig-zagging around craters and the inert bodies of the broken apart Constructicons in a wide arc that would take them the long way around to the Ark at high speeds. The trek was bumpier than it needed to be.

"Doing what you did." Trailbreaker continued. "Not many would. You're alright in my book, kid."

"Trailbreaker," Phage began desperately, "why are you going the long way around? We have to get back to the Ark fast."

"Just trying to look the least desirable. It's working, Phage. Don't worry."

Her optics rounded on a central screen display in his dashboard where his face flickered to life. "Don't worry? How can I-" she broke off and started again in a jumbled rush, "That's great just- just get us back to the Ark asap before Megatron realizes what I've done!"

Trailbreaker's optics narrowed as his optical ridges knitted together. "I'm not following. He already knows that you have the Matrix."

"I don't have the Matrix."

His countenance did not break. Instead, one of his optics grew larger while the other stayed narrowed. "How can you not have the Matrix? My sensors are picking up Matrix energy all over you."

"I-"

"Slag!"

Trailbreaker slammed on his brakes and veered sharply to the right. She wasn't wearing her seat belt. Phage's body flew off the seat and collided with dashboard. The air rushed from her lungs in a painful woosh. Her head smashed forward and spider-cracked the windshield. Pain blossomed in her head. Stars exploded across her vision. Her lifeblood smeared the inside of the windshield. She became a ragdoll as her body flew through the cab and crashed haphazardly into the driver's side door.

"Phage!"

Everything happened too fast. There was a cacophony of screecing tires, the stench of burnt rubber, and the whole cab spinning multiple times over. There was the sound of shattering glass and then she was rolling across the barren red earth. Her body rolled to a halt in a haphazard heap.

Phage felt she laid there in the dirt for a long time trying to regain her breath and make sense of what had just happened. Clear blue skies filled her vision. Thin wispy clouds drifted by lazily overhead. It could have been any other lazy Sunday afternoon in summer.

'Optimus and Bumblebee should be coming around soon.'

A swell of excitement filled her breast. 'I can't wait to hear more about Cybertron!'

Phage squeezed her optics closed. She labored to catch her breathing and sort out the jumbled mess in her head.

No. No-.

Another of Alice's memories. She wasn't human anymore. Those teenager years were a decade and a half gone. Why was her arm under her back? It hurt. Everything hurt. She tried to shift her weight and free her arm.

Car crash.

Trailbreaker. Where was Trailbreaker?

How could I forget the seat belt.

A shadow loomed over her.

"This one isn't fading."

Several faces swam into view, each one staring down at her.

"Because it's the right one, Dead End."

There was a croon. "And victory goes to the Stunticons!"

The tallest of the Stunticons, a dark gray and purple mech, transformed into a semi truck. "Load her up." She was picked up by one of the Stunticons and dragged, feet trailing through the dirt, up the ramp and into trailer. They laid her on the floor and started to leave. "Breakdown, stay with her. We don't need her any more banged up than she is."

The mech stiffened. "Why me? What did I do?"

"Just do it, Breakdown!"

The mech lingered awhile longer and then came back in and sat down next to her.

The trailer door slammed shut just before they rumbled off. It was not long before the Decepticon was muttering to himself.

"He signaled me out on purpose. I just know it."

Phage's optical ridges knitted together. She tilted her head to examine the Decepticon but had to wait for her world to stop spinning. Breakdown's attention snapped to her and he frowned. "Stop staring at me!"

An uneasiness settled over Phage. Something about the Decepticon seemed more off than the normal.

Quickly she glanced away and focused on the ceiling, her body swaying with the motion of the trailer. The pain had begun to subside and her world didn't feel like tilting crazily every time she turned her head. Outside multiple engines roared, veered off and returned. She started to pick up that it was the other Stunticons that had picked her up acting as convoy. They were probably trying to keep the Autobots at bay.

She had to get out.

As inconspicuously as she could so as not to upset the jumpy Decepticon, Phage glanced around and was surprised to see another mech in the trailer. He was deep in the shadows of the far corner. She would have missed him if not for the pinprick of his crimson optics and the vibrant neon cerulean lifeblood pooling around him. He seemed as likely to hurt her in his condition as a swatter-fly.

"What's with the light? You're not going to blow up are you?"

Her optics swiveled in her head back to the Stunticon they called Breakdown. "What?"

He was licking his denta. His intent on her burned paranoid suspicion. "Don't play dumb. I know the pulse of a bomb when I see one! You're going to self-destruct!" Breakdown leapt to his feet and pulled his rifle on her head. Phage's optics doubled in size. "Stop the countdown this instant!"

"I'm not-!"

The rifle went off.

Phage screamed, then realized he had blasted the space next to her head. He pressed the barrel of the rifle against her forehead. A neon green light illuminated the business end in the dark glow of the trailer.

"Stop the countdown!"

"Hey! What the Pitt are you doing, Breakdown!" roared a voice from nowhere.

"She's going to self-destruct Motormaster! She's-"

Phage squeezed her optics shut and held her breath-

-and phased through the floor of the trailer.

She was not privvy to the hysteria that Breakdown slipped into after that.

Hot afternoon sunlight kissed her metallic skin. Phage hit the earth and stayed fixed as if she had causally jumped the short distance from the trailer to the ground while it was parked, not thrown crazily across the field as she should have been exiting a high speed moving vehicle. Phage opened her optics and sat up, looking quickly behind her. The Stunticons had proceeded along their course as if nothing had happened, not yet working out everything that had just happened.

"Watch out!" shrieked the distinctive cry of Spike.

Her attention snapped around so fast her neck popped. Everything was a chaotic blur of screeching tires, flashing colors, dust trails and screams and cries of warning.

Wheeljack expertly spun out, did a complete one-hundred-eighty-degree spin and ground to a halt. Jazz would have collided head on with Phage if he hadn't rolled into a transformation shift and used the momentum from his speed to propel himself into a high vaulted leap complete with flip. He stuck his landing twelve yards behind her. Bumblebee and Spike in his battle armor zipped off course.

Wheeljack transformed. "Where did you come from?" the incredulousness rang in his voice while his side panels flashed a vibrant near-white blue.

Phage scrambled to her feet, dusting herself off as best she could. Meanwhile, Jazz stormed back to her position and seized her arm.

"Ow! Ease up, Jazz!"

"Did you just phase!" It wasn't a question. It was an accusation. "Who taught you?" His attention jumped to Wheeljack. "Did you know?"

Wheeljack was quick to shake his head in the negative. His palms raised up and waving back and forth as if it would ward off the Autobot saboteur.

"I knew." Spike admitted at the same moment that Phage tore her arm out from Jazz's grasp and announced, "I've been practicing on my own."

"Practicing?!" Jazz gaped between the two of them. "You don't just-" His open hand that had just held her flexed uncertainly then closed into a tight fist. His lips pressed to a hair thin frown. Phage shied away. She had never seen Jazz angry before. His visor flashed once and fixed on Bumblebee. "Did you know?"

The little yellow mech was staring at Spike as if he had grown a second head. "No."

Jazz whirled back to her. "We'll talk about this later, Phage." His head tilted to Spike. "You too, Spike."

Her optics widened. He didn't call her Lil' Katt.

Jazz always called her that.

Worriedly, she threw her optics to Spike but her cousin appeared just as rattled.

Abruptly, Jazz transformed back to his vehicular mode and popped the door. "Get in-fast."

Phage started to shift into her alt mode as the rest of them slipped into their vehicular modes. "Jazz," she began, "there's something important I have-"

By the time any of them heard the roar of Seeker engines it was too late. Thundercracker's arrival was heralded by a sonic boom.

Disorientation dropped Phage to her hands and knees as certainly as it forced Jazz to transform back to robot form and do the same, only his head was pressed to the ground and he had his hands over his audios. His visor was dim and lip components gnashing.

None of the Autobots were moving. If Jazz was speaking she couldn't hear anything pass the high pitched whistle ringing loudly in her audio receptors.

This isn't going to end until Megatron has me.

Jazz. Jazz! She had to tell him. It had to be him. He was the best at deciphering any language.

Phage crawled over to Jazz and gladly gave in to her dizzying fit and hit the earth beside him. She prodded his shoulder strut none too gently. His visor brightened, darkened and brightened again. His mouth moved but she couldn't hear a word.

Phage gestured frantically to her lips, mouthing what she desperately needed the Autobots to know. She pushed his shoulder strut again and tapped her lips. She needed confirmation. She had to know that he understood.

The ground rudely disappeared from underneath her. Phage flailed momentarily before she realized she was grabbed. When the world righted itself her captor turned her around. Phage came face-to-face with Starscream's sneering visage.

The ringing in her audios persisted. Starscream did not wait for whatever he had to say and proceeded unheard.

A hot burning anger flared up in Phage's breast that ate away the fear inside. Phage made to punch him in the face the same way she had done to Thundercracker. Fury seethed through her system when he caught her fist. The Seeker was saying something, she couldn't hear, but she knew it was mocking by the way his facial features contorted. A scream of rage ripped from her throat. She used him as leverage to elevate herself up and bashed craniums with him. Starscream let go. A surprised, dazed expression imprinted on his face. She hardly felt the pain. She already had a massive migraine pumping through her CPU. She followed through with her attack and punched Starscream in the face. It felt so good that she did it twice more.

"-fragging glitch!"

"I told you her punches hurt!"

It was the only thing so far that she had made out. The ringing was lessening.

From the sidelines of the battlefield Megatron observed the conflict at hand. His expression shifted gradually over the course from a burning fury to the cool disposition of a cruel tactician. His optics flashed when the femme crashed through the Autobot windshield and narrowed when she phased from Motormaster.

She just kept going.

His central processor churned out theory and disposed of the flaws until only one sound hypothesis could remain.

He had seen such hardiness in only a select few before -himself, Optimus Prime and point-one-percenters. He knew it was impossible for her to be a point-one-percenter, but Primus only knew what technology the elusive aliens possessed to make her when she was abducted.

Megatron's optical ridges incrementally inched up his forehead as she offered extreme resistance to Starscream. The headbutt. The fierce scream. The rage that exploded from nowhere. He knew the sensation all to well of feeding off rage to fuel himself. One-two-three punches to the Aerial Commanders face.

Admiration swelled in his chest and twitched the corner of his lip components. Where had that fierce defiance been before?

Buried, he quickly deduced. Buried under fear that he'd see through her deceit. The quirk at the corner of his lips smoothed back into a fine pressed frown. It had been a valid reason for fear.

"You fragging glitch!" Starscream shrieked, grabbing his leaking olfacotry.

"I told you her punches hurt!" Thundercracker remarked from behind the Aerial Commander.

Starscream tried to back away but she went after him and kicked him in the side of his knee joint-same tired trick she pulled with Thundercracker. Starscream clearly hadn't learned form his companion and crashed to the ground. Phage backed away, optics burning with an inner light.

Mistake, thought Megatron. Always press the assault. She didn't go far enough.

Unexpectedly, she dropped into a marital stance. "Come on! Make my fucking day! I'll tear your neck out with my teeth!"

Megatron's optics widened and his optics ridges shot up so high they touched his helmet. She had martial prowess?

Familiarity flashed across Starscream's face. The Aerial Commander hesitated while Thundercracker came at her.

"I'll deal with this."

She locked up as Thudnercracker approached, her stance faltered. He made to grab her and her arms shot up and knocked his arm aside. There was a moments calculation on Thundercrackers behalf. Megatron wondered if the mech had only just then recalled the Nightbird. Phage seemed like she didn't quite know how to follow up the deflection.

Cocky, he thought. Too much talk.

Abruptly, Thundercracker backhanded her hard. Spit flew. She was knocked out of stance and back stepped. From his perspective, Megatron observed the rage rekindle before Thundercracker ever did. In a nanoklik she gnashed her teeth, her optics flared. She twisted at the waist and threw the full force of her punch into Thundercracker's midsection. He was off guard. Not expecting such resistance from the femme. Or such strength apparently. The Seeker doubled over.

Finally, she pressed the assault. She seized his arm and with a series of quick steps she shouldered the Seeker twice her size and more than that in weight and flipped him and planted him on his back in the earth. Starscream jumped her from behind. She broke the hold and spun him around. She didn't let go of his arm until they had finished the first rotation. She had disconnected Starscream's null ray with a deft twist to the left and back. Outrage washed Starscream's face. He broke her hold, knocked the gun from her grip and lunged for her again. She flipped him with a separate move that sent him flying a yard away.

All of it had been imperfect executions not yet ingrained into her muscle memory. Flips and counters were basic moves to teach for the foundation of Diffusion-but something about her stance made Megatron think it wasn't quite that but something very similar. But disarming an opponent? That was an advanced technique, Megatron noted. Why would she know that if she hardly had the basics? Disconnecting Starscream's gun from his arm? She had to be implying her medical knowledge gleamed from Ratchet.

Ultimately, he concluded simply, she had been shown and retained it will enough for execution. That she hadn't mastered the basics but could pull off something more advanced showed such promise. She needed refining.

A diamond in the ruff.

A slow grin stole across his lips. He nudged Prime's corpse with his foot. "You had quite the spitfire, Prime. Such a shame you were letting her go to waste." His optics swept to Prime's severed head, "I'll correct your error."

A hand came down hard on her shoulder strut. Phage shrugged it off and spun to slug the offender. Jazz caught her hand. "Easy there, Lil' Katt."

Relief flooded her face. She cycled air between her denta. "Good god, Jazz. Could you not do that."

The saboteur transformed. "Get in!"

She shifted to her human alt and practically leapt inside. The seat belt snaked across her chest and locked her to the seat. She couldn't help but cling to the steering wheel for dear life as Jazz took off at breakneck speeds.

"Hell of a way to paint a target on your back, Lil' Katt. Next time you want some action how's about we discuss some safer alternatives than pissing off Megatron! Maybe clubbing or a drive-in movie-"

"Shut up and drive!" she screamed.

He did just that, with finesse. Phage could not avoid slamming into the drivers door or jerking crazily to the right at the sudden zigzag turns Jazz cut across the battlefield.

"Jazz?" Phage began after one particular rough turn to avoid laser fire. "Jazz!"

"What is it?"

"You got what I was trying to tell you before right?"

"What?"

Her fuel pump hammered hard against her breast. "Back there!" She shouted. "You understood me right?"

"No!"

A sudden sharp swerve slammed her hard against his driver side door. Dirt clouds kicked up outside. Jazz was saying, "Tell me later! Right now I need you to get inside the Ark fast! The defenses will deter the 'Cons!"

The next few seconds happened too quickly.

The seat belt disconnected as Jazz flew open his driver's side door. Phage flew from the cab with the momentum of his turn and hit the ground rolling that would make Sideswipe proud. She sprang out of the roll sloppily, nearly fell as her knees threatened to give out but caught herself and kept running. The shadow of the Ark's open hanger bay kissed her skin. Relief lightened her step.

I guess it didn't matter that Jazz-

The air in front of her rippled like a mirage and suddenly burst in a brilliant shower of light and crackling electricity. Phage couldn't stop her momentum from colliding straight into the solid body that had abruptly and rudely materialized in front of her. Large, bulky hands clamped down hard on her arms and squeezed. A wicked laugh echoed up from the depths of the mech that had her.

When she looked up it was Skywarp sneering down at her.

Phage screamed.

Behind her, she heard Jazz spin out and his transformation cog spin into action.

"No good slagging Pitt retro-rat of a 'Con-!"

Abruptly, her surroundings changed. Disorientation rudely flooded her senses. When everything righted itself she found the Ark and Autobot lines miles away. Beside them was Megatron. Underfoot was Optimus Prime's managed corpse.

Across the field, she heard the tail-end of Jazz's frustrated string of curses where she had heard it close at hand half a second before.

Skywarp shoved her towards Megatron. Phage collapsed in front of him, spent, shaking and gasping for air to chill her protesting technorganic lungs. Her optics fixated on a speck of dirt in front of her. She was painfully aware of each droplet of sweat that splattered and darkened the ground.

"Nice try." Skywarp sneered.

"Cutting it close, Skywarp?" came Megatron's slow, raspy drawl overhead.

The Seeker grinned. "I love hearing that sound." He said, inclining his head in the direction of Jazz's enraged screams and curses. She had never known Jazz to swear like that before. "When I snatch victory from the Autobot fingertips. It's the sweetest sound."

Megatron growled, but said nothing. Phage could feel his optics borrowing into the back of her head as she struggled for breath.

"You really thought that was going to work? That you'd just -run. You can't transform into anything useful, android. You might as well have been moving at a snails pace. I could have overcome you myself."

I know.

"I almost made it." she said instead.

"Pitt you did." Skywarp snapped.

"Almost is meaningless in war." stated Megatron patiently.

Abruptly, precise laser fire rained down on their position from snipers on the mountain. Megatron snatched her off the ground and held her as a shield. Over the microphone, his voice boomed, "Stop or you will hit your precious femme!"

"Coward!"

That sounded like Cliffjumper.

Combat ceased almost immediately asides from a few holdouts miles off against other Decepticon forces.

"Matrix." Megatron demanded, voice rasping in her audio. "I will not ask again."

Phage gasped between breathes. "I don't-have it."

Megatron spun her around so fast she thought she'd get whiplash. A near crazed gleam flashed across his face. He squeezed her shoulders hard, illiciting a suppressed grunt from her as her muscle cables and endoskeleton protested.

"The Matrix, femme! Give it to me!" Megatron snarled. "Pull it out from whatever subspace pocket you've stashed it right now or so help me I'll tear you apart myself!"

"I don't have it!" Phage cried out, feeling that with just a little more pressure Megatron would crush her endoskeleton in his grasp.

"Don't insult my intellect!" He shook her hard. "You stole it from Optimus Prime's chassis! You must have! Prime would not leave it anywhere else!"

"I-" she stopped and started again, "I don't have it."

Megatron's right optic twitched incessantly. She knew he could feel his total victory slipping as quickly from his grasp as mercury. Without the Matrix, she realized, he could not force the Autobots to surrender. They would have hope. With it they could revive their comrades and restore Optimus Prime.

They stared each other down long and hard until finally Megatron slowly conceded, "Perhaps I would be willing to believe you that Prime did leave the Matrix secured in the Ark. But did you know that the Matrix discharges a radiation burst on whoever touches the handles that only comes up under a dark light? It has a slow decay rate, meaning that it will come up on a thief's hands quartex's long after they had touched and unloaded the artifact. Perhaps I'd be willing to believe you long enough to test this."

Phage's lips parted open, her optics incrementally widening as he went on. He studied her face intently, recognizing the telltale signs of shock and -

"You are a liar." Megatron punctuated each word, his tongue clicking thickly in his mouth as he rolled over the syllables. Her lips snapped shut. Her face drained of the blue hue that touched her cheeks until it matched the white parlor of the rest of her face. He shook her once, hard, as he snarled, spit flying, "Give me the Matrix!"

Unsure of what to do with them, her slender delicate fingers open and closed sporadically at her sides. Her optics watered at the corners. Somehow she managed to eek out in a thin voice, "I don't have it."

Megatron bared his clenched denta. His olfactories flared. There was murder burning in his crimson optics. His hands tightened brutally on her arms. Phage winched and gnashed on a crescendo scream.

"Lord Megatron!" Sounded off Soundwave's signature flanged vocals as he alighted to the earth three yards off, "Autobot transmissions intercepted. Autobots regrouping. Aerialbots incoming. Dinobots engaging."

"Where's Menasor?" he growled.

"Drag Strip injured during combat. Menasor impossible."

The tick under Megatron's right optic persisted furiously. "Devastator!"

"Blasted apart by one of the Ark's cannons."

"That's-what?"

"Laserbeak reports that Autobot's Wheeljack, Huffer and Brawn repurposed one of the Ark's cannons to the mountainside."

Megatron ground his denta together. His crimson optics never once left off her face.

The Seekers arched overhead and transformed midflight. Starscream alighted beside Soundwave while Thundercracker and Skywarp landed behind him. "What's going on, Megatron? Prime is dead! Why haven't you given the Autobots the ultimatum? Don't you have the Matrix yet?"

A roar ripped itself from the depths of his coolants and erupted from his throat. The Decepticons jerked back, Starscream nearly leapt back into the air to take flight from the vicinity. Megatron twisted at the waist and threw Phage down over Prime's desecrated corpse. The femme impacted hard with a grunt. Megatron went after her, grasping her cranium and forced her to stare into the cracked lightless optics of Prime's decapitated head that Megatron threw down beside Prime's body.

"You will suffer the same fate unless you hand me the Matrix!"

Twin streaks of coolant cut precise trails down her white flexi-metal cheeks. "I don't have the Matrix!"

"Megatron."

It was Starscream who spoke. The most unlikeliest of saviors, a voice of reason cutting through rage. "Perhaps she's telling the truth."

"I caught her attempting to repair Prime. She took the Matrix."

Starscream's optics alighted on the femme. His struggle with some difficult conundrum was evident on his face. "You saw her take it?"

"She was the only one who could."

Starscream's optics narrowed as he himself narrowed in on a conclusion. "We are out of time." Starscream pressed. "Today's assault is over!"

"No!"

"Unless you can bring the Autobots around without flashing the Matrix in their faces-"

Abruptly, Megatron half raised off the ground, one hand still forcing Phage down. The mircophone sprang out again. A hard determined edge was wrought on his face.

"Autobots! Surrender now if-"

"Kiss my skidplate, Megatron!"

Cliffjumper. Phage might have laughed if the circumstances were different. She could have sworn she heard some scattered barks of laughter from the Autobots miles off. Hope.

She wasn't sure how they hoped to get her back now but she held on to those barest threads.

"Megatron. This is Prowl. Disregard the last. I am speaking for the Autobots. What is it that you want?"

"To negotiate terms of surrender."

"What a coincidence. I was going to suggest an equal terms surrender myself."

Phage's fingers dug into the ground. Sweat pooled on her forehead and slowly cut a zig-zag line over her eyebrows, down the length of her straight-edged nose and collected at the bulb.

Phage watched it impact and spatter against Optimus Prime's battlemask.

Megatron's sneer deepened. "Equal terms -Your logic circuits must be damaged, Prowl. I have single-handedly terminated Optimus Prime. Surrender to me now and I will not destroy the rest of the Autobots. There is much we need to discuss."

"I've a counter offer. Return Phage to us-"

"No."

Starscream shook his head. "This is a waste of time, Megatron. We need to leave. The Autobots could just be stalling us for a sneak attack to retrieve the femme."

"I concur with Starscream's conclusions."

Megatron's head snapped to stare Soundwave down. His CPU whirled. The two nearly never agreed on anything.

"Megatron," rang Prowl's voice from the safety of the mountainside. "I know you're not going to terminate her. You helped write half the Greenlight Travesty Accord. In addition, Phage is a neutral party protected under medical oath. She had every right to attempt repairs on Optimus Prime."

Starscream sneered, his optics sliding from the mountain to Megatron. "Damn your personal creeds, Megatron. Optimus Prime must have planned for this. He played us as fools!"

Phage's mind whirled. Greenlight Travesty Accord? What? Then, she blinked hard. Did Prowl just say Megatron won't hurt me? That can't be true. He already has. Or-or does Prowl mean he won't kill me? The cogs in her transorganic brain started to spin. Could she just -get up and walk away? Right now? Was Prowl trying to tell her that's what she could do? It was hard to think around the massive migraine pulsating behind her left optic.

Not that Megatron knew, but she had never taken the medical oath anyway. She wasn't that along in her studies to warrant it. Come to think of it, she was pretty sure Uncle Sparkplug never did and never would. But, that was Prowl's gamble. Megatron didn't know...

The situation was ridiculous. Megatron wouldn't just let her...

Would he?

A long minute stretched by. The cognitive processes were almost loud enough to hear in Megatron's cranium. Phage's arm nearly buckled under her own nerves and when she adjusted from it Megatorn's fingers tightened around her cranium.

Nope. No– she concluded. He would not let her get up and simply go.

"Megatron." came Prowl's concerned voice over his own microphone.

Phage could feel the heat of Megatron's rage emanating from his body.

Abruptly, the microphone retracted and a growl rumbled from the depths of Megatron's throat.

"One. Little. Femme."

"Little wrench, I know." clicked Starscream smoothly, eyeing the femme.

Skywarp kicked a clump of earth. "Screw the Accord, Megatron! Victory is in our grasp! Seize it!"

"If she's telling the truth, she's just bought the Autobots time they needed with her life." Starscream began. "Unless we take her hostage. I think we can recoup this loss with a hostage exchange for energon and materials." Megatron started to speak, but Starscream cut him off, pressing on. "If she's lying, then we can still win in the long run. We take her hostage and extract the Matrix from her." The Seeker shrugged a strut carelessly. "Then we can terminate her." he waved a hand. "Or perform a hostage exchange. Although it would be pointless then. Really, whatever you prefer Lord Megatron. But," Starscream stressed for dramatic emphasis, "If she's lying and we loose her, this whole battle was for nothing."

"Megatron!" rang Prowl's voice once again. "Turn over Phage and we can talk."

A long tense silence stretched out. Phage abused her bottom lip even after tasting a metallic tang. She could only focus on Optimus Prime's decapitated head even as it became laser etched into her CPU.

After the span of a small eternity, Megatron's hand lifted from the back of her head. All at once she released a gasp of relief.

Abruptly, she was wrenched off the ground and into the air before her feet found purchase again. She stumbled but Megatron held her firmly aloft by a tight grip on her right arm.

She saw the microphone was out again. "Autobots, I'm taking Phage with me."

"What?" The shock was evident in Prowl's shout over his own microphone.

A grin twisted the corner of Megatron's lip components. "The neutrality under medical oath only applies if she operates on both factions. I'm taking her. You can keep Ratchet this go around."

Phage's fuel pump sank into her stomach.

No. Nonononono. That wasn't part of her plan. She had to get back to the Ark immediately.

Over the microphone, Prowl's spluttering was heard across the battlefield before he cut it off. She was almost certain he was having a mental crash.

Tense and furious with the battle's outcome, Megatron turned to his 'Cons and ground out; "Fall back. Until I can get the Matrix from this glitch, the Autobots will not surrender."

"As you command Lord Megatron." sang Soundwave and Starscream as one.

Phage bit her bottom lip hard and seized action.

She phased.

Megatron's head snapped around and he gaped at his empty hand. Then his optics roved up and locked with hers.

She hadn't fully phased. Doing so required more energy from her than she was willing to part with when the Ark was so near. As she moved the air warped and bent around her in a green shimmering light that pulled and seemed to distort her shape while in movement.

"How are you doing that." the words tumbled from Megatron's mouth not unlike that of an onlooker perplexed by a magicians hat trick, his optics round and locked on her. She didn't understand the question and did not feel inclined in the least to answer even if she did. Feeling a wave of invincibility wash over her, she turned her back on the Decepticon officers and started to walk off, a grin growing on her lips.

She made it five steps.

A singular gunshot stripped everything from her and replaced her fleeting sense of triumph with sudden white hot pain. She could only describe the sensation as hitting an invisible wall at light speed and rebounding off. She was rudely thrown from her phase and choked on the pain as it consumed her. Her vision tunneled and blacked out. Her optics rolled into the back of cranium. Like a rag doll, Phage crumbled into Megatron's waiting arms.

Starscream grimaced, smoke streaming from the null ray she hadn't disarmed. "I always hated the phasers."