Cerebros and a crew of Autobot explorers are racing through space as the fearsome Decepticon privateer Scorponok gives chase. With their ship, the Steelhaven heavily damaged, Cerebros and his crew land on the nearby planet of Nebulos to take refuge from their pursuers. The Nebulans, a peaceful civilization under the rule of the Holless Dynasty, will soon find themselves engulfed in a greater war than they could ever imagine...

The Steelhaven touched down on the dry, rusty red soil of Nebulos. "Here we are, Cerebros. We've landed in the Eastern Hego Desert, about fifty megamiles from the Arvassian Range, the largest mountain range on the planet." Highbrow, the ship's pilot reported. For almost as far as they could see, a vast expanse of desert lay before them, with mountains in the distance that appeared to have some vegetation on them and whose peaks were covered in snow, as well as the faint glimmer of a city atop the mountains.

"My scans indicate that Scorponok is just now entering the system. Remember the plan, we'll scatter across the planet and regroup once they pass through the system. Until then we must observe strict radio silence." Cerebros told his crew.

"You know, maybe it'll be a good idea to scan the planet for intelligent and alter our alt-modes accordingly." Brainstorm suggested.

"Good idea." Cerebros said. He then activated the ship's life sign scanners and in a few seconds the scans read that the planet was indeed home to intelligent life as a projection of a male and female Nebulan appeared. They were fair skinned, humanoids with a variety of hair and eye colors and rather pronounced cheekbones for both sexes. Also displayed was a variety of vehicles for the crew to choose from. Cerebros became a six wheeled all terrain vehicle, Brainstorm was a canard fighter jet, Chromedome was a sports car, Hardhead became a bulldozer tank, Highbrow was a twin-rotor helicopter gunship, and Cog was an armored carrier. Once they had taken on new vehicle modes as well as erase the data on the ship's central computer, Cerebros looked at his crew one more time before they were to depart and find refuge somewhere on Nebulos.

"Be safe, everyone." He said "Transform and roll out!" The crew of the Steelhaven changed to their new Nebulan vehicle modes and spread out in different directions across Nebulos in Cerebros' bid to elude their pursuers. Cerebros then activated the emergency subspace transmitter and sent a distress signal.

"This is Captain Cerebros of the Steelhaven calling Cybertron. My crew and I are being pursued by Decepticon pirates and are running low on fuel. We have been forced to land on the planet Nebulos with heavy damage to our ship as well. Please send backup as quickly as possible." He said, then he signed off the transmission and took out a blaster pistol, then with one blast he destroyed the transmitter before finally departing his ship...

In space, Scorponok's ship dropped out of hyperspace. "Reached our target we have, Captain!" One of his crewmen, Weirdwolf reported. Weirdwolf was predictably odd, born with a glitch which scrambled his speech syntax. On top of this, he was also a beastformer and because of the discrimination he faced no one else would accept him but Scorponok's pirates.

"Very good. Ready a drop ship." The captain said, and joining him were Weirdwolf, Mindwipe, Skullcruncher, Apeface, Misfire, Slugslinger, Triggerhappy, Snowcat, and Demolishor for his advance party to scout out the planet for their prey. Soon enough, they tracked the ship to its landing spot in the Hego Desert to find the Steelhaven abandoned.

"They're here alright, Captain. It looks like they've only just arrived." Informed Mindwipe. "They have no idea of the darkness that awaits them!" Demolishor and Snowcat emerged out of the ship.

"We couldn't find any records of their previous destinations, Captain." Demolishor began.

"In fact, the central computer's memory looks to have been completely wiped." Finished Snowcat. Scorponok was aware that the Autobots would cover their tracks like this upon arrival.

"Then we'll just have to ask them, won't we?" Scorponok replied, then he contacted his ship in orbit. "Flywheels, our reconnaissance indicates that the Autobots are indeed on this planet. Send down more troops and begin a sweep of the planet."

"Right away, Captain!" Flywheels, a red and brown triple changer replied, then he relayed his captain's instructions to the hangar, where several more shuttles were readied with troops to bolster Scorponok's planet wide search effort.

"We won't destroy their ship, not yet at least. Perhaps once we find and kill those Autobots we can sell it for its worth in scrap to the Junkions. They'd pay good money for an Autobot light cruiser like this!" Scorponok said, thinking out loud to his crew.

In the city of Koraja, the capital and largest city on the planet, King Norren, a middle sized, Nebulan with a bald head and a short grey beard, brown eyes and a tattoo that could be seen on his wrist under his red, purple, and golden robes sat atop his grand throne. For over 150 years, the Holless Dynasty ruled Nebulos with a fair hand and with it a golden age in science, philosophy, art, and technology followed. However, it was becoming apparent that Norren's rule was beginning to draw to a close. For over three months he could be seen having terrible coughing fits in public and all of his was compounded by an internal injury he had sustained after an attempt on his life five years earlier. Nonetheless, the King was determined to lead his people regardless of his health. Prince Galen, his son, entered the court with his mistress Llyra Zarrian, who curtsied to the king out of respect. Galen was about 20 years old, with light blonde hair and the same brown eyes as his father. He was well defined, dressed in a three-piece suit dyed in the royal colors much the same as his father's robes. Llyra was a beautiful 19 year old woman with copper colored hair which flowed down her shoulders and a braid wrapped across the back of her head. She was dressed in a blue top exposing her midriff and shoulders and a matching miniskirt with white socks under her black heels. "Galen, my son! Was your latest trip productive?" He asked, happy to see the return of his son and his companion.

"Indeed it was, father!" Galen answered. Recently Galen took Llyra took a trip to one of the poorer regions of the planet for charity work as the people of Nebulos held the prince in high regards for his recent ventures into philanthropy. "Now, the people of the entire southern half of the Igan Province have guaranteed access to clean water!" He reported, excitedly. King Norren felt great pride in his son's accomplishments as he saw them as a sign of things to come when he was to be crowned as king someday. While the father and son enjoyed their reunion, a dark figure entered the courtroom with his head held low.

"Patting yourselves on the back again, are we?" He bellowed. Galen turned around and saw walking up to him his uncle, Lord Zarak, Duke of Splendora, strutting up to him. He was an imposing figure, with dark hair and eyes, dressed in royal colors but with a black cape. "Yes, you'll make a fine king indeed!" Galen and Zarak had a strained relationship to say the least. For the longest time, King Norren and his wife, Queen Jinna, seemed as though they were never going to have a child. Because of this, royal law dictated that should the ruling king did not produce an heir, his brother would succeed him to the throne. Zarak hoped that he would be next to the throne, but that changed when Queen Jinna miraculously became pregnant with Galen. Rumors even circulated that Zarak, in a bid to keep the throne for himself, tried to kick the queen in her stomach while she carried him, and while these rumors were, for all intensive purposes, disproved Zarak was seen in a very unfavorable light since then, leading to the hatred of his nephew he now borne. "Father always favored you over me." Zarak complained.

"Maybe you should have done more to earn it then." Norren replied, harshly. Zarak stood opposite of Galen on Llyra's right side, running his hand up her bare thigh and midriff which made her very uncomfortable and Galen and the King very angry.

"Stop that!" She shrieked. Galen then stood between them and said,

"Let her go!" in a bold voice. Zarak smiled darkly and shoved her into Galen's arms.

"I'm through with her, anyway, your highness!" Zarak retorted. "Next time you should show some more backbone when another man touches your mistress in that way! That is unless you want your adoring subjects to believe you're really a spineless cuckold!" The Royal Guard detail in the courtroom quickly drew their rifles and pointed them at Zarak. King Norren was not going to tolerate his brother's behavior in his court.

"Stop this at once, Zarak!" The King boomed. "Gort, escort him out of here at once!"

"Yes, Your Majesty." Duros, the Captain of the Royal Guard replied. Two guardsmen took Zarak by his arms and escorted him out of the court, ending the standoff.

"Thank you, father. I owe you one." Galen thanked his father.

"You owe me more than one, my son." Norren replied to his son with a chuckle. Galen tended to his mistress, clearly shaken by Zarak touching her in an unpleasant manner.

"Are you alright?" He asked her, comfortingly. Llyra composed herself for a second, but managed to answer.

"Thank you, dear. I'm fine now." Galen looked into her beautiful eyes and caressed her cheek.

"How about we go out for some fresh air." He suggested. Llyra perked up and Galen took her out for a meal at the Gardens of Eternal Peace and Harmony Macrobiotic Restaurant, then out into the country for a walk and to enjoy the rise of the planet's three moons atop a precipice overlooking the plains.

A few miles away from Galen and Llyra's location, Cerebros was being pursued by a small squad of Scorponok's pirates consisting of Ferak, Ransack, Venom, and Chop Shop. "We've almost got him!" Venom said. Cerebros gunned his engine and sped ahead of them, but in front of him lay a rock face, the same rock face which Galen and Llyra stood over. He changed to robot mode and was cornered by the pirates.

"Give up, Cerebros! There's no escape!" Ferak taunted. Cerebros was unflinching in the face of such threats. He quickly drew out his twin handheld machine guns as he replied,

"I'll resort to fighting only as a last option, but you've forced my hand..." He then hit Ransack with a quick burst to the chest and blasted Venom in the face. "..And that's a mistake you won't survive to learn from!" He continued as he whirled around and slammed Ferak into the rock wall. Above, Galen and Llyra felt the ground beneath them shake.

"Let's get out of here, it's not safe!" Galen said to his mistress, urgently. He took her hand and pulled her off of the ledge just as it came crumbling down, and just as they escaped Ferak caught a glimpse of the two organic beings fleeing. Cerebros was covered by the debris and Ferak saw it as an opportunity to gain the advantage over his foe. He changed to his jet mode and took off, but the Autobot captain was quick enough to grab onto the pirate's wing even when he was injured by the falling rocks. Cerebros jumped off and landed nearby, then as the Prince and his companion ran Ferak changed to robot mode and stood menacingly in front of them.

"What is that thing?!" Galen exclaimed. He pushed Llyra back as the giant mechanical being reached over and grabbed Galen in his hand.

"Galen!" Llyra shouted in horror. Ferak saw that Cerebros had managed to catch a ride up to the top.

"There you are, Cerebros, how about we make this interesting?" He offered. He then turned around and faced the drop, holding Galen over the edge.

"Surrender to me and tell us where Scorponok can find the rest of your crew or I'll drop this organic! A fall from this height is certainly enough to kill it!" Ferak laughed, evilly. Cerebros' situation was precarious, but negotiation was his specialty.

"That sounds like you're wasting an opportunity for some quick cash, Ferak! I heard the slave traders of Bako'dun will pay an arm and a leg for a Nebulan!" Cerebros said, thinking of a compelling reason for Ferak to spare Galen's life, but the Decepticon saw through this lie, even with Cerebros' skills in negotiation.

"You can't lie to save your life, Cerebros! The Bako'dun deal in Energon, not slaves!" Ferak laughed. He was laughing so hard he took his eyes off of Cerebros, then he popped up from behind him and held Ferak in a headlock and slammed him on the ground with his enemy on top.

"I wasn't trying to make a deal, just stalling for time hoping you'd get distracted!" Cerebros said as Ferak dropped Galen as Llyra ran to him. "Sorry about what I'm about to do, but I can't have you putting my crew in any more jeopardy than they're already in!" Then he snapped Ferak's neck and his body collapsed on top of him.
The whole ordeal had shaken both Galen and Llyra, who feared that Cerebros would try and kidnap them next. He then turned to them and crouched down. "Ba wheep granaah wheep nini bong!" He said to the two organic life forms who gave him a perplexed look.

"Can you...understand us?" Galen asked.

"That I can, and that was called the Universal Greeting." Replied Cerebros. Galen and Llyra were still confused. "My name is Cerebros, captain of the Steelhaven." He introduced himself, then he put in his massive hand.

"I am prince Galen, heir to the Kingdom of Nebulos." Galen introduced himself, shaking Cerebros' hand. Cerebros, out of respect for his title, bowed before the prince who was honored by the gesture. "It's alright, no need for formalities." Galen said, kindly. Cerebros then realized that the Decepticons would be coming for him once they realized Ferak and his team had not checked in.

"I need you to take me to the leader of this planet." Cerebros said, then he transformed to vehicle mode. "Get in and we can get there faster." Galen and Llyra got into Cerebros' cabin and he zoomed away as Galen gave him directions. The prince then took Cerebros to the Royal Plaza in the center of Koraja, and in its center was the palace of King Norren.

"Wait here. I'll get my father." Galen said as he and Llyra exited him and he changed to robot mode. Cerebros then took a moment to admire the scenery of the city. It almost reminded him of Cybertron. A few minutes later Galen returned with his father, Gort, and a small squad of Royal Guardsmen. "Here he is, father. Captain Cerebros." Galen introduced him to the Autobot captain. Cerebros bowed to the king, who then asked him several questions.

"What are you? Where do you come from? What is your purpose on this planet?" King Norren asked Cerebros.

"Well, your Majesty..." Cerebros said, and he then explained everything about his origins as an Autobot from the planet Cybertron, sent by his leader, Optimus Prime, to find a suitable planet to utilize as a base for their forces to regroup and take back Cybertron in the wake of their enemy, Megatron's counteroffensive across the galaxy which sent the Autobot forces in retreat. He told the king that five other Autobots were scattered across Nebulos after he ordered them to do so upon their arrival in an effort to elude Scorponok. Once Cerebros finished explaining everything to the King, he then waited for an answer.

"Very well. I will dispatch my forces to aid you in your quest to find your crew. In the meantime, make yourself at home." King Norren answered. From a rooftop, a Nebulan man watched all of this take place and he reached into his pocket for his handheld communicator.

"Sir, we found him." He said into the communicator.

"The robot?" A voice came.

"Affirmative. It seems he's made some sort of deal with the King." The man answered.

"Our friends at the Grax communications facility have been tracking those robots since they entered the system. Now that we know Norren and his idiot son are in league with the Autobots it's time to give Scorponok a call, wouldn't you agree, Monzo?" The voice asked his servant.

"Of course, Lord Zarak. Monzo out." Monzo said. Zarak had been waiting for the perfect opportunity to seize the throne and now he possessed the means to carry out his ambitions...

On Earth, the remaining Autobots were gathered by General O'Malley and Captain Lennox to discuss their plans to recover Optimus after his daring escape from Joint Base Andrews. "Optimus Prime is now a wanted 'bot, that's why I am entrusting Captain Lennox and Prowl with command of a new task force to recapture him, code named Skywatch. To catch an Autobot, you have to be one." He told the Autobots. Whispers then came from the crowd of Autobots with this turn of events. "If in the event that you can't capture him, terminate with extreme prejudice." It was now dead silent. The thought of having to kill their leader if he couldn't be recaptured made them all feel sick, but given that if they did not follow through with the General's orders they would also be killed. The seeds of rebellion that Optimus had sown were now beginning to take root. Even Prowl had his own private, traitorous thoughts.

"I won't let that happen." He thought to himself.