Here's the second half! Yay! Oh, and I'm totally confusing all the different Megatrons right now, so I don't remember if the G1 Megatron can fly or not… so I'm just gonna go with my gut and say that he can. If it turns out that I'm wrong and he really can't fly, would you be so kind as to tell me, pretty please? Thanks!

Note: ::comlink:: looks like that. Ok?

Disclaimer: I wish I owned Transformers! But the fact is, I don't. If I did, then let's just say that Jazz would've definitely come back in Revenge of the Fallen. T.T

~ Apocalypse Part II ~

Starscream offlined his optics and prepared himself for the first strike. It never came though, instead it was replaced with a cold, hard laugh.

The Decepticon leader analyzed his former second-in-command dissatisfiedly, noticing how he stood tall, obviously not about to surrender any time soon. He moved his left foot in front of his right and began circling the seeker bemusedly. A red shimmer caught his optic, and he was immediately drawn to it… the Autobot symbol?! "Well, Starscream, it appears that you have gone soft on me. Joining the Autobots? Is there something wrong with your processor?"

Starscream hissed, but held back the snide remark that was about to burst from his lip components. "You are not welcome here." He growled instead, taking notice of the scar on the silver mech's Decepticon emblem. "Leave."

"You're not getting off that easily Starscream, not after what you did to me."

"What I did? What about what you did!" The seeker clenched his fists then aggressively pointed at his enemy. "You recruited me into the Decepticons against my will all those millennia ago, forced your beliefs on me, and beat me in front of everyone every time we lost to the Autobots! And you blame me for betraying you? Blame yourself."

Megatron's sight receptors narrowed, absolute hate bubbling deep within them. 'How dare he…'

"You have no right to be here."

"Oh, I have every right to be here. I've come to claim what is rightfully mine, and take it back." The Decepticon leader smirked.

Starscream revved his thrusters angrily. "I do not belong to you! Neither do Skywarp or Thundercracker. We've allied ourselves with the Autobots and our loyalty has and will always remain with them from here on out. If you think otherwise, then you've got another thing coming."

"That's where you're wrong… do you honestly believe that the Autobots have accepted you? How do you know that they aren't only using you?" He sneered.

"It's called trust, Megatron, something you'll never know." The f-15 shifted slightly, prepping himself for an attack. When his ex-leader looked away briefly at the sound of a blood curdling scream, that's when he acted. The seeker jumped at the bigger mech, startling him. They landed on the metallic floor with a loud screeching thud. Starscream connected his fist with the side of Megatron's face, but when he went in for another strike, his hand was caught before it could reach its target.

Megatron shoved him off and kicked his former second-in-command in the side and tried to stand up. The Autobot grasped his side, raised him free arm, and fired before the commander could reach his full height. Megatron roared at the proximity of the shot and whirled around, snaking his hands around the seeker's neck and pinning him to the ground.

Starscream struggled and thrashed about violently, but to no avail. The grip got tighter and the seeker began to panic as warnings flashed across his vision. In a desperate attempt— and with his adrenaline at an all time high— he kicked off the Decepticon leader, his intakes sucking in a deep breath of oxygen to cool his circuits.

Before Megatron could sit up, Starscream rushed over to the silver mech and shoved both of his null rays against the other's chest plate. As he was about to say something, he was interrupted by Sideswipe's yelling that both of the battling bots could hear quite clearly from the other end of the hallway.

"Hey, 'Hide, get you aft over here and help us!"

His twin joined in on the yelling. "C'mon, Iron-head, you heard him!"

"If you punks don't shut up then I will come over there!" The red weapons specialist threatened, obviously agitated.

Starscream scoffed, 'The twins never learn…' He thought, lightly amused.

Megatron kicked him off and into the wall, the wall— which was already a bit flimsy from an explosion— crumbled under the force of the impact with the seeker. Starscream landed outside of the base with a grunt.

The Decepticon commander made his way ominously through the gaping hole, his cannon charging loudly. He lifted his arm to fire at the same time that Starscream stood up.

I'll seek you out,
Flay you alive.
One more word and you won't survive.
And I'm not scared of your stolen power,
I see right through you any hour.

The shot rang out, but the seeker dodged it swiftly. Enraged, Megatron launched himself at the ex-Decepticon. Starscream sidestepped the silver mech's body, turned around, and grabbed a hold of him. Yanking his enemy upward, the F-15 pushed his thrusters as hard as he could and shot off of the Earth's surface.

Megatron grasped the seeker's forearms tightly, surprised by the sudden take off.

'Let's see how you fair in my playing field...' Starscream thought. He slowed to a stop kliks later, hovering thousands of feet from the ground. "So how does it feel 'Mighty Megatron', to be completely helpless at the hands of your former second-in-command, the one who abandoned you for the Autobots, the one who you thought was weak?" He snarled, his infamous gnarly voice filling with spite.

Megatron jeered, his blood red optics boiling. "Starscream…" He said distastefully, then realized what the seeker could possibly have in his mind. The Decepticon's flight stabilizers had been damaged in the mêlée combat he and Starscream had just been through; he wouldn't be able to save himself if the seeker were to drop him. He warned, "You wouldn't."

"You don't know me Megatron, you never did. Who are you to say that I wouldn't?" The Autobot stared for a moment, disgusted at his previous leader.

He let go.

"Starscreaaaam!" The silver mech shrieked vehemently as he literally fell from the sky.

I won't soothe your pain.
I won't ease your strain.
You'll be waiting in vain.
I got nothing for you to gain…

Megatron landed brutally on his feet, pounding down the ground beneath him. The armor along his legs fractured, allowing the life-giving, luminescent purple liquid to spill from the cracks. He grimaced and leaned back to take the pressure off his legs. The Decepticon slowly looked up at the sound of a familiar jet's engines. He watched as the f-15 gracefully transformed into the ambitious seeker and landed, scraping his feet in the dirt to slow himself down.

Starscream strode with poise over to the fallen leader and roughly tugged him closer to his face. He said, "You know what, Megatron? Conquest is made of the ashes of one's enemies…"

Megatron's optics widened slightly.

I'm taking it slow,
Feeding my flame,
Shuffling the cards of your game.
And just in time,
In the right place,
Suddenly I will play my ace…

"I should kill you… but I won't." He dropped him. "I won't waste any more time with you, not when I should be helping everyone else." Starscream turned to make his way back into the base to aid the others.

Megatron frowned and aimed for the seeker's back. A shot was heard not microseconds later, but it didn't come from Megatron. Jazz smiled victoriously and said over the comlink, ::I got your back, 'Screamer.::

::Thanks, Jazz.:: Smiling, the ex-Decepticon nodded towards the saboteur before heading for the base once again.

111111111111

Sideswipe and Sunstreaker fended off Dirge, Thrust, and Ramjet with quick and deadly precision. Their distracting banter did its job— as always— and distracted the three coneheads, making them easier to defeat, despite the fact that the odds were not in the twins' favor.

"Will you two shut up?!" Thrust shouted, bringing his leg up to strike the golden twin in the torso.

Sunstreaker caught it and glared. "You ain't ruining my paintjob, got it? No one ruins my paintjob!" He threw Thrust's leg down and gave the conehead a kick of his own.

"Man, did you guys just sit and rust while you were AWOL for those 6 vorns, or what? You guys have totally lost your touch!"

"I agree with you there, 'Sides." The yellow Lamborghini dodged a hit from Ramjet, making him hit Thrust in the back.

"Alright, way-to-go Sunshine!" Sideswipe cheered while punching Dirge in the face.

"Really? Did you really just call me that? And in front of the 'cons too? What's up with that?"

Sideswipe only laughed. "It's funny!"

"'It's funny!' he says." Sunstreaker mocked. "I'll tell you what's funny! You getting your aft kicked!"

Dirge looked to Ramjet agitatedly. "Why do we even deal with this?"

111111111111

"Kup!" Optimus called as he gaited up to the battling aged mech and Decepticon communications officer. "Would you help Hot Rod? He's bitten off more than he can chew again, except he took on Shockwave this time. I've got Soundwave."

"That punk never learns…" Kup muttered before he obliged.

Soundwave stood up straight and swiveled his head in the direction of the Autobot leader. "Surrender: logical."

"Never…" Prime pulled out his blaster in a blur and fired, hitting the navy blue mech on the shoulder and below his neck. Shaking it off— not literally though, of course— Soundwave took on a defensive stance, ready to strike.

The Decepticon went in for a punch, but Optimus caught the fist, shoved it aside, and laid a blow on his rival's face. Backing away, Soundwave chose to fire relentlessly with his shoulder cannon. Prime sustained a few hits to the chest and left leg, but other than that, he was perfectly fine. "Is that all you got?" He taunted.

As if answering the question, Soundwave's chest compartment opened to allow his cassettes to spring free. "It's time to rumble!" Frenzy shouted.

"Hey, that's my line!" Rumble accused.

Crossing his arms, the blue Cassetticon replied, "Oh yeah? Says who?"

"Says me! My name's Rumble, dumb aft, so obviously I should get that line!" Ordered by a silent mental command coming from their creator, both of the bickering cassettes shut up simultaneously.

Laserbeak cawed, diving for Prime. That's when Skywarp appeared and then disappeared suddenly, taking with him the winged cassette. Three appearances later, all the Cassetticons were gone. Optimus raised an optic ridge just before the violet seeker warped back. He had the biggest grin on his face. "What now, slag? What chya gonna do? Huh?"

Skywarp's blue counterpart crept up behind the communications officer and whacked him with a part of the wall that had broken away, easily knocking the stoic mech unconscious.

"Aww." Skywarp whined. "You ruin all the fun, TC."

"You're welcome, 'Warp." Thundercracker said sardonically. "I saw an opportunity and I took it, besides, I don't think ol' Hatchet will appreciate it if you end up in the medbay because you decided to mock the Decepticon second-in-command."

"Psh, whatever, but haven't you noticed? Ratchet doesn't appreciate it if anyone comes in his medbay. He's such a slaggin' grouch."

"Now you two," Optimus interfered. "We all know that Ratchet has some… anger problems, but he does love what he does as a medic. You just got to get past his rough exterior." Despite his efforts to defend the medbot, he couldn't help but laugh a little.

111111111111

The first mech that Starscream saw, or rather mechs, were the Aerialbots in the form of Superion. The gestalt was in the middle of battling Astrotrain, the violet triple-changer. Starscream was about to help, but before he could, the Decepticon stopped abruptly. He looked as if he were focusing on something not in his immediate presence, like a voice coming from his comlink. An irritated look crossed his features until he turned around and transformed into a locomotive and smashed through the wall.

The bewildered seeker watched as Superion looked as if he was tearing himself apart, but in actuality the Aerialbots were simply emerging from the giant body. They each shared a puzzled glance with the ex-Decepticon before all six of the mechs made their way out of the hole Astrotrain had just created.

"What just happened?" Silverbolt muttered.

"Look!" Air Raid hollered. "They're retreating!" He turned around to give Slingshot a high five.

Skydive frowned. He and Fireflight watched silently as the many frames of various Decepticons either took to the skies or hit the road.

"Megatron must've swallowed his pride enough to call a retreat." Starscream observed aloud.

"What?" Fireflight inquired.

"I left Megatron immobile in front of the base about ten kliks ago." The seeker elaborated.

"Awesome." Slingshot grinned. "You sure showed him."

111111111111

Thundercracker noticed Starscream along with the Aerialbots walking towards them— the rest of the Autobots who had just been apart of the enormous fray— who gathered in the main hub to make sure everyone had survived. As far as they knew no lives had been lost, but many were fatally damaged. The ones who needed immediate medical attention were carted off to the medbay where Ratchet, First Aid, Red Alert, and even Wheeljack were helping to take care of the wounded. Everyone else would simply have to wait and endure.

"Starscream! Are you alright?" Thundercracker rushed over to his fellow seeker, taking in that he was clutching his side. His outburst drew the attention of both Skywarp and Optimus Prime.

"I'm a bit banged up, but I'll survive." He smiled, genuinely content and relieved.

"You should've seen the look on Onslaught's face when I warped in front of him before I attacked!" Skywarp snickered. "He said 'What the Pit are you doing 'Warp?' after he figured out that I meant him harm."

"I'll bet he was completely confused, seeing that Autobot symbol on your wings, huh?" Air Raid smirked.

"Completely." The violet seeker confirmed.

"Skywarp," Optimus said, remembering what he did when they were with Soundwave. "Where did you teleport the Cassetticons to?"

"Um… Alaska, I think." He shrugged. "I dunno, but I don't really care either."

"You what?" Starscream frowned, hesitating. "Wait, don't tell me, I don't want to know."

Thundercracker chuckled.

Jazz ran up to the mingling bots. "Hey, guys, we got an incomin' ship!" The saboteur halted next to them, appearing vaguely urgent.

Silverbolt sighed. "Now what?"

The stylish mech's lip components suddenly broke into a large smile. "It's Ultra Magnus! He said he received a distress call and came as soon as he could. Too bad he missed out on all the action though."

"It's about time he finally came to Earth again." Skydive murmured.

"Did he bring anyone else with him?" Optimus Prime asked curiously while at the same time watching as the twins strode up to Ironhide mischievously.

Jazz beamed. "You bet. He brought wit him Cliffjumper and Chromia."

"Twins!" Ironhide shouted angrily, about to pound both Sideswipe and Sunstreaker's fleeing forms into a wall.

Optimus shook his head. "I'll bet Ironhide will be happy to see Chromia again…maybe she'll make him control his temper, but then again, I've been wrong before."

Starscream tilted his head. "Why would he be happy to see her? I don't think I've ever even seen him smile."

Fireflight answered before Prime could. "They're spark-mates."

"Ironhide? He's bonded?"

Thundercracker elbowed Skywarp and whispered. "I can honestly say that I never would've guessed that Ironhide was bonded." The warp-enabled seeker coughed to cover an oncoming guffaw.

"Yep." Jazz answered Starscream's question.

"What's their ETA?" Silverbolt asked while giving Slingshot a look, he was about to flick Air Raid in the back.

"'Bout 30 kliks."

"Well, I suppose those who are able should start repairing. The base is in a most dysfunctional state, wouldn't you say? We can at least get a head start before Magnus arrives." Optimus decided.

"You got it, boss-bot." Jazz saluted sloppily. "C'mon guys, let's rock'n'roll!"

Skywarp swung an arm around both Thundercracker and Starscream's shoulders. "Well, I'd say we're in the clear… at least for awhile."

"Why would you say that, 'Warp?"

"Because, TC, I saw what 'Screamer did to ol' Megs, and let's just say, he's not gonna be messing with us again anytime soon." Skywarp grinned from audio receptor to audio receptor. "You know something? Ever since we joined the Autobots, things have just… worked out, you know? And I've never had so much fun without having Megatron yelling at me for doing the stupidest of things. Here no body cares, they just laugh along with me after my pranks… well, maybe except for 'Hide and Hatchet… but that's beside the point."

"He's got a point. I can't remember ever being happier." Thundercracker agreed.

Starscream's electric blue optics lit up. "I'm just glad that Optimus never gave up on me… even when he should've." He smiled. "Thanks for standing by my side, both of you."

"Hey, you couldn't get rid of us even if you tried. Ain't that right, TC?"

The edges of the blue seeker's mouth pulled upward sheepishly. "Yep, you're stuck with us."

"Good." Starscream laughed. "Now let's go help before Prowl gets on our afts for standing around."

(A/N) Wow, I can't believe I actually finished! XD This is the very end of my sorry excuse for a trilogy. First it was A Little Too Late For Second Thoughts (which is the main story), then it was The Flight of a Lifetime (one-shot), and now I finally ended it with Apocalypse (which is a two-shot…obviously). Thanx so much to all of you that read and reviewed the first half of this two-shot, and thanx to all of you that read this half!! I luv you all! Oh, and the lyrics at the beginning were from 'Eyes On Fire' by Blue Foundation. Thanx again!

Kudos to those of you who recognized Starscream's motto! I just had to put it in, I couldn't resist. lol