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Part 5 of Transformers: Reactivation
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Published:
2018-07-17
Updated:
2026-01-10
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31/32
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Resonance

Summary:

When Optimus Prime faces termination on the battlefield, Phage makes a desperate gamble to turn the tables on the Decepticons. Her plans go awry when she's taken hostage by Megatron, who believes she has the Matrix. Through violence and torture, Phage objects to the claim that she has the sacred relic. What she does have and will not say, is Optimus Prime's spark.

Update: In the process of adding images!

Notes:

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: Gambit

Chapter Text

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."


Ratchet scrubbed his helm with the flat of his palms. Everything had gone to Pitt.

He went through the motions of repairing the damage done to Ironhide. Although in critical condition, Ironhide kept blabbering on and interjecting into the impromptu meeting being held in his Medbay as if he hadn't been thrashed by Megatron himself. The meeting was led by Prowl and Jazz and consisted of everyone left standing after the battle. It just so happened that everyone needed repairs, thereby his Medbay was as good as any war room at that moment. The short end of the scrapped list meant the Twins were out of the meeting, self-regenerating on berths nearby where he could keep an optic on them.

"Your suppose to be critical." Ratchet snipped at Ironhide at length. "Will you pipe down and at least pretend that you are."

Ironhide's only response was: "I've had worse."

"Tch."

Ratchet couldn't muster the spark to say anything else. He scrubbed at his face and tried not to think or let his optics drift to the berth in the center of the Medbay with a long solar blanket draped over it. He tried not to think about Prime- but he was on everyone's CPU.

When the Decepticons had fled and Ratchet had finally made it to Optimus Prime's body he had dropped to his knees. Decapitation, head missing -taken as a trophy by Megatron he assumed-chassis smashed beyond repair...

His spark went out to Phage trying to tackle that all on her own. She had tried and tried so hard. But seeing the damage firsthand Ratchet knew it was well beyond her understanding to repair. He should have been there. It should have been him.

His longest and oldest friend-terminated.

Ratchet's head still spun at the information. 'How?' was the repetitious word cycling over and over again through his CPU. How could it have happened? How could Megatron have beaten Prime. How?

Ratchet was craving a tall glass of high grade. Something strong enough to knock him out. Maybe when he woke up from this nightmare everything would be right again – or worse. Maybe he'd wake up and Megatron would be in charge.

Ratchet's thoughts drifted darker and darker just as he found his attention drifting in and out of the racket that was the meeting.

Optimus Prime-terminated.

Ironhide-critical condition.

Sunstreaker and Sideswipe...would be critical and a concern on his conscious if the two hadn't had twained sparks. Mostly he ignored them.

Phage-gone.

Everyone but the Aerialbots (who hadn't been present) could confirm that Megatron had taken her hostage. His fuel tank turned sour. He pinched the bridge of his nose between his optics and cycled air through his systems.

Morale was so low it was in the Pitt and it clung like one of Smokescreen's clouds to the air.

"This is a mess!" Prowl was raging. "That entire battle was a disaster! What in Vector Sigma happened out there?"

"Soundwave cut transmissions." Jazz snipped. "Nobody knew what was happening between Optimus and Megatron until it was too late, Prowl."

Prowl pinched the bridge of his olfactory. "And Phage?" he heaved a collective sigh. "What happened with that?"

Spike licked his dry lips. "We were watching the battle from inside Teletraan-1's command center. We saw that Prime was in danger and that nobody could be reached."

"So you charged off." Prowl concluded. "And Phage," he stressed her name, spitting it out sickly, "reached Prime before anybody."

Nobody commented how he stressed her name.

"Nobody else could. It was too late Prowl."

"Nobody else could." Prowl mocked. "Nobody else. Nobody who could transform and drive could reach him but Phage the android could running."

"Cool your engine, Prowl." Jazz snapped back. "We were all priorly engaged. Nobody had communication."

Off to the side of the collective Autobots, Trailbreaker sat on a medberth somber and grave. His windshield had yet to be replaced. In his hand he slowly spun and examined a shard of his windshield with Phage's lifeblood on it for a hundredth time. At her name he suddenly looked up.

"Phage said something to me that didn't make sense."

"What was that?" clicked Prowl brusquely.

"She said she didn't have the Matrix."

The low key grumbling settled into an uneasy silence.

"Was this before or after she went through your windshield?"

Trailbreaker glared at Gears. "Before, you aft."

"Hey, I'm just asking what everyone was thinking."

Optics looked to and fro and settled finally on Prowl and Jazz. Even Ratchet had looked up. The two officers looked between each other just as puzzled.

"She was trying to tell me something too. It must have been the same thing."

Prowl whipped his head around to the Chief Medical Officer. "Ratchet? Ratchet?"

"What?"

Prowl's jaw set. "You're sure Phage has the Matrix?"

Ratchet ducked his head back to his repair work. "Yes." came the forlorn response. "It's gone from Prime's chest cavity. It's the only conclusion."

"Prime could have left it secured somewhere here at the Ark!" popped off Bumblebee hopefully. "If we can find it-"

"He wouldn't." Ratchet said. "The Matrix is always with him."

"Besides," Hound quickly put in, "I could smell Matrix energy all over her. She came into contact with it."

"She does anyway during routine quartex maintenance on Prime." said Ratchet lamely.

"This was fresh." Hound persisted.

"Well now Phage and the Matrix are gone." stated Prowl tersely.

Ratchet nodded slowly. "And now their gone. I don't know what Phage was playing at. The only logical conclusion is that she took it."

"And Megatron has Phage."

"That's the high and low of it." sighed Ratchet.

"We should just surrender." optics snapped to and burrowed into Gears. The minbot glared defiantly back. "I'm serious. We're not fighters like the Decepticons. The majority of us need repairs. Ironhide's going to terminate-"

"Like Pitt ah am!" growled Ironhide as he slammed his fist into his medical berth. "Not before I bash Megatron's denta in."

"I'm right there with Ironhide." Cliffjumper growled. "I say we all go down fighting."

"Shut up or I'll wield your lips together." Ratchet threatened with a dull edge. Nobody was really sure who he was addressing.

"-and Megatron has the Matrix!" Gears ground on. "Megatron could be raising an army this very moment!"

"I think we should at the very least listen to what Megatron has to say." Windcharger moaned. "What's the harm in that? Consider all options."

"The harm in that," Prowl growled, a tick forming under his left optic, "is half a planet at war! Or have you forgotten!"

"I just meant-"

"Phage has the Matrix." Jazz cut in. "Not Megatron."

"Megatron has Phage." Gears shot back. "He will break her in a nanoklik." he snapped his fingers together to literate his point. "She's not trained against interrogation and the Decepticons can be very persuasive."

"No," said Spike suddenly, "but she can phase."

"Nobody's trained her for that either, thank Primus." Ratchet sighed heavily, shaking his head. "I'm so glad she listens when she's told not to do something. "

Ironhide glanced up at him. "Was that supposed to be aimed at me?"

Ratchet continued to mutter as if he hadn't heard him, "Last thing I need to worry about is phase rot."

"Even if we had dared to train her to use her outlier ability," Prowl theorized, "where could she go? She can't transform. She can't outrun them. Her phasing means nothing."

The permanent frown that had settled on Jazz's lips throughout the meeting slowly morphed to a bad taste in his mouth. "She has been though."

Prowl's head swung around to Jazz so fast that the servos in his neck popped. "What?"

So did Ratchet's, who echoed Prowl's exclamation with much more gusto. "What!"

"She has been phasing." Jazz's attention snapped to Spike. Even behind the visor, Spike felt the intensity of Jazz's glare. "Isn't that right, Spike?"

Spike shifted uncomfortably under the scrutiny of every Autobot optic, and his fathers. It was a hell of a way to feel like a teenager again caught breaking curfew than a grown man pushing late-twenties.

"Err-yeah. Yeah she has."

"Go on, Spike." Jazz clicked tersely. Spike couldn't understand why the revelation had Jazz so pissed. "Elaborate to everyone what the two of you mentioned to me when Phage phased from Motormaster's trailer."

"She's been practicing! Good lord," Spike snapped back, "why does it have you so pissed off?"

A clatter came from Ratchet. He had dropped his laser scapel. The medic's hands were stiff, his face long. Ratchet whirled on the group, optics burning fierce.

"Why-?" Ratchet couldn't finish the sentence he meant to begin. He was so flustered that Prowl tentatively picked up where the Chief Medical Officer could not.

"Explain. Now."

"Son."

Dear god, Spike thought. Even his father. Why did his father have to say it like that.

"Phage has been practicing on her own." Spike rushed to spill it all out. "She came to me asking that I watch her in case something went wrong, like when she first discovered she could phase and got her arm mashed into a wall." All Autobot optics burned unrelenting into him. "She made me promise not to tell."

"Humans and promises." Prowl hissed.

Ratchet had picked up his laser scalpel to resume repairs but snapped it in half at the revelation. The noise and perusing electrical discharge of the crystal shattering was like a gunshot that drew every optic to him. "How. Long?"

Spike shrugged. "A year?"

"That's... not possible." Prowl's face screwed up as he blinked. "Active phasers don't last a quartex."

"A month?" It was Spike's turn to blink. "I don't understand. Why not?"

"Let me put it into layman's terms for you Spike, since when I say phasing is dangerous it doesn't translate well enough." Ratchet all but growled through gritted teeth. "To enter a leap, as is the technical term for a phaser's jump-a jump referencing the completion of a leap successfully-requires the phaser to accelerate every atom in their body. This is not the same as if you were to just run, or drive, or jump on a hover cycle. Phage is literally going from standing still to expending an outrageous amount of energy to force the very atomic structure of her body to accelerate to something akin to lightspeed so she can slip between the very foundation of what you and I consider solid reality. This is a problem for a multitude of reasons. One, not every atom accelerates. Two, not every atom de-accelerates on exiting a leap. She could easily loose half her mass performing just one jump! When that happens an active phaser contracts something known as phase rot.

"Let me be clear: it is not pretty and it is not a kind death. While the Decepticons ran the phaser programme back on Cybertron I had to treat a phaser that we caught after a failed assassination attempt on Prime. The mech was degraded to such a point his body-what was left of it- was as weak as if he had taken a shot from one of Cliffjumper's glass gun bullets. The state of his mind was little better. He was raving mad. A lunatic by the time he ended up on my table."

"What did you do with him?" Sparkplug asked tentatively.

Ratchet's optics never left Spike. "There was nothing left to save. The Decepticon died on my medberth."

"What Ratchet is trying to say," Prowl began in his calm collected manner, "is that all the phasers went insane within the span of a quartex. Sometimes sooner. Sometimes later. All of them Megatron used with devastating efficiency."

"That's-bad."

Ratchet's optics flared fiercely and he snapped, "Are you trying to be funny right now, Spike Witwicky? Because this isn't a laughing matter."

Spike threw his hands up in front of him as if it would successfully ward off the enraged chief medical officer. "Don't shoot the messenger! I'm just telling you she's been doing it a year."

"And I'm calling you a liar, Spike Witwicky!"

A wrench went spinning through the air and struck Ratchet in the chest. The medical officer's head whipped around so fast his neck cables popped. Sparkplug was glaring death up at him. "You take that back about my son this instant, Ratchet! You know damn well Spike isn't a liar."

Spike schooled his expression into a mask of hard stone. "If you don't like what I have to say now Ratchet, then you really aren't going to like the rest."

"Enough!" Prowl roared. "Spit it all out now, Spike!"

After a moment to gather himself, Spike began, "I swear on my life she's been practicing a year and," his eyes bored into Ratchet, "She's really good at it. Phage has learned to phase parts of her rather than all of her. That's just the start. You should have seen her when she went at it running."

The Autobots gaped between one another and muttering broke out.

"Running?" Prowl echoed incredulously.

"Yeah. She wanted to see how far she could push herself. You know how she is. So, one day she decides to go at it running through a series of rooms and back. It was something to see! Reminded me of Shadow Kat from-"

"Where was this?" demanded Prowl.

"Here. Beneath the Ark's core. She always practices in the defunct sectors so she doesn't accidentally phase into someone."

"There's no active cameras down there." Jazz murmured.

Prowl frowned and threw an irritated look to Jazz. "And that would explain why we thought the Ark's core has been on the fritz." Prowl's attention snapped back to Spike. "Do you know how many times we've had to go down and run maintenance?"

"Is that a rhetoric question or-"

"Who planned the exercises beneath the Ark's core? Was it Phage or your suggestion Spike?" The frown had only deepened on Jazz's face.

He was almost afraid to say. "Phage. It was all Phage's idea."

Prowl and Jazz looked between each other, expressing an entire conversation in just that one look. Spike thought he understood the gist of it: Phage wasn't as straight and narrow as they thought.

He could have told them that. She had always had a mischievous streak, even as Alice. Especially as Alice. Going behind their backs to test the limits of her outlier ability was like glimpsing a bit of his old cousin.

Ratchet's optical ridges knitted together. "She was running between rooms? Where was she getting the energon for that?"

"Pfth. Have you seen how much she drinks? She could give Trailbreaker a run for his money."

"Hey!"

Ratchet rubbed his face. Prowl began messaging his temples.

"That can't be phasing." Prowl said suddenly. "She can't be phasing. You must have misdiagnosed her outlier ability, Ratchet."

"She's not teleporting." Ratchet shot back, feeling affronted.

"If she was phasing she would have had phase rot ages ago."

"I did not misdiagnose it!" Ratchet gestured to his arm. "You remember I had to detach her arm from the wall?"

Prowl grunted.

Huffer suddenly muttered from the gathered Autobots. "It wasn't that bad. Just the surface."

"We'll discuss it later." Jazz announced abruptly, reeling the meeting back in. "But this gives me an idea."

"I'm all audios." said Prowl.

"I'll assemble an extraction team."

A round of incredulous and weary looks flashed alternatively between the assembled Autobots. Low murmurs of protest followed. Jazz's mouth hung open incredulously. Prowl looked aghast at the backlash. Spike and Sparkplug looked ready to disassemble some Autobots.

"We have to rescue my cousin!" Spike shot back angrily at the Autobots. "There's nothing else about this!"

Gears did not miss a beat to snap back, "She hasn't been your cousin since Alice was abducted."

Sparkplug and Spike whirled on the Autobot. "You take that back." Sparkplug growled, threatening Gears with his meaty hands. "I don't care what form my niece comes in, flesh or transorganic. She talks like Alice. She has Alice's memories. She is my niece."

"That's wonderful, Sparkplug, but I'm rolling with the media. I think she's still a very confused android."

Sparkplug's face went beat red. Jazz slammed his fist on a med-berth doubling as an impromptu command table. "Gears! Cut the slag talking and focus on what's important at hand! Phage needs to be rescued. We need to discuss an extraction operation."

The rounds of protest grew louder from the Autobots. Out of them all, Bumblebee tried to be a voice of reason to pacify the situation.

"Nobody here is ready for that kind of operation. Not on a full scale like we've done before to extract Carly or Spike from the Decepticon sea base."

Prowl's features softened. "Not yet. Ratchet, what's the ETA before everyone's fully operational?"

"Tch. Is that a joke? I'm understaffed and overworked! I expect it'll take me a decacycle to finish all these repairs."

"Ten days!" Spike protested carding his fingers through his mop of sweaty hair. "Phage doesn't have ten days!"

"Nobody does." said Prowl somberly. "Megatron will have her broken and the Matrix in hand in less than one."

"What if just Bumblebee and me went?" Spike suggested. "A small team?"

"No!" Sparkplug whirled on his son. "The stakes are too risky for you, Spike."

"If nobody tries then we're all dead anyway."

"Spike," Sparkplug's expression drew hollow. Each name he uttered he tacked off a finger. "Radar, Buster, Alice -I can't lose you too."

"Dad, someone has to do this. Last time Megatron had the Matrix he raised the Stunticons and before that the Combaticons and Constructicons. We have to rescue Phage and get the Matrix back."

Sparkplug's head hung low and nodded slowly. His silver hair shone in the Medbay light. He was simply too weary to fight the issue.

Spike squeezed his father's thick strongman arms. "Dad, I'll be careful. I'll have Bumblebee with me."

"Bumblebee can't always protect you."

Spike's lips pressed into a thin somber line.

"We have volunteers then." Prowl said slowly. "Anyone else? We'll try a small extraction team. We have to hit them hard and with precision."

Spike whiped around swiftly. "We don't need force. We can do this quietly. Megatron and the Decepticons won't even know we were there."

Prowl quirked his head. "I'm listening."

"We track Phage's position and narrow in. We contact her through her comm-link, if possible, and she makes a run through the Decepticon base to us."

Prowl blinked. "That -could work." Then, he nodded once. "Alright. Alright. Bumblebee, Spike, Jazz, Jetfire and Aerialbots, you'll be the extraction team."

Jetfire blinked repeatedly. "Me?"

"You'll transport Phage and the Matrix back here to safety. The Aerialbots will provide cover in the event the Seekers give chase."

The mechs nodded.

"We can do this." Jazz said enthusiastically. "We can pull this situation around."

"Do it. And make it fast." said Prowl.

"It'll take a little while to prep."

"Take the time you need, Jazz. You're leading the operation. It has to be perfect. Any slip up-"

"Hey, give me two cycles and we'll head out."

"Affirmative."

Once the designated mechs left the Medbay to equip for the upcoming extraction mission in the armory, Ratchet leaned over inconspicuously to Sparkplug. Gently, he patted his comrade on the back.

Sparkplug's brown eyes rose up slowly to meet Ratchet's.

"You haven't told Spike yet." he said softly.

"Not now." Sparkplug gave a long sigh. "Later, when everything's right again."

"You said later last week."

"Ratchet-"

"My original offer still stands." Ratchet said quietly. "Wheeljack and I would just need to go over a few details."

"I...just don't know, Ratchet. I need more time to think everything over."

His hand left Sparkplug's back. "Whatever you need." There was a moments pause between them then, "Can you hand me that laser scalpel?"

Wheeljack meandered his way over to them. "Do you need a hand with repairs, Ratchet?"

Whilst the Autobot forces bickered and others stewed in their remorse, a small shape stirred outside the smashed glass viewport that stretched half the Medbay's wall. Obscured by the deep shadows of the dormant volcanoes caldera, Laserbeak spread his wings and glided off. Silent as a slip of a shadow, the sleek Decepticon bird of prey flew from the Ark and winged his way back to the Decepticon base.


"You aren't really going to terminate her, are you Boss?" inquired Rumble.

Megatron remained tight lipped with his optics transfixed on the far horizon. If he had heard the Minicon, he gave no indication.

"Mmm," put in Frenzy. "He's mad alright. The flight hasn't even cooled his temper. If I may, Megatron, I think you have every right too."

"I think it'd be a shame is all. Did you see her run across the battlefield? She's practically protoform. She has my respect."

"I saw you miss your shot." snickered Frenzy.

"Protoform!" Rumble reiterated.

Frenzy rolled his optics.

Rumble articulated an indistinguishable noise of frustration.

"I nicked her face." Frenzy announced suddenly.

"Should have been a better shot and got her in the head." shot back Skywarp. "We wouldn't be in this predicament!"

Frenzy puffed up. "Hey! I saw you strife her! What about that?"

"Wasn't me."

"Slag it wasn't."

"It was Thundercracker."

"I was aiming for those annoying Autobot Lamborghini's."

"Missed on that then too." snipped Frenzy.

"You didn't nick her face." Rumble suddenly said.

"Yes I did!"

"There is no mark on her face."

"I did!"

"Sounds to me like you all need to hit the shooting range." Starscream cut in. "Maybe then we wouldn't have had to retreat!"

"Don't pin this on us, Starscream! It was a long battle."

"Long? Hah! I can recall dozens of battles back on Cybertron that would put that to shame!"

"I'm not going to terminate her."

Megatron's abrupt announcement cut off all side conversations both vocally and over private communication channels.

"Yes!" Rumble pumped his fist and pointed at Frenzy. "Pay up!"

The other Minicon grumbled audibly. "Why?" No one knew if he meant it hypothetically or literally.

"Silence." Soundwave pitched in. "She's regaining consciousness."

The femme stiffened in Megatron's arms, face scrunching together as she came too. A little moan escaped her lips. Megatron's arms tightened around her in preparation for the inevitable struggle.

Phage's optics flew open the largest they could. Her almond-shaped optics fixated on him, took half a nanoklick to realize who he was, then frantically looked around. The fear that instantly soaked into her was satisfying to watch when she realized she was thirteen-thousand feet in the air. Instinctively, her arms latched around his neck cables. A round of mocking laughter rang out all around. Her cheeks burned blue. Uncertainly, Phage's arms snapped back to her breastplate and latched onto her long windblown braid. She wound her fingers around the tail of it and bit her bottom lip.

"Don't squirm." Megatron's voice cut through the roar of the wind howling all around them. "Unless you want to fall."

She stilled as if turned to solid metal.

Rumble cackled from nearby, "I hope you didn't have plans for the weekend!"

Her optics darted to Rumble. Those white lips parted then shut tight. Then, she looked down.

"Don't get any ideas." Megatron said plainly. "I have my doubts your transorganic body will survive the fall."

"Unlike us." mocked Frenzy.

"Why did you take me?" her first question, her vocals straining to stay neutral but pitching to shrill. "I told you I don't have the Matrix."

Megatron scoffed, his face becoming a mask of stone once again. "Do not insult me. I warned you I would not tolerate adversary."

"You were caught red-handed." Starscream reminded her, flying in vehicular form on Megatron's right. "Even if you don't have it, I'm sure Megatron can work out some sort of exchange for you and the Matrix."

"You overvalue her worth." Soundwave intoned. "None of the Autobots would exchange the Matrix for Phage -or for any one of them."

"Needs of the many." Megatron concurred. "Over the needs of the few. So you see, for your sake, you best have the Matrix because your Autobot unit will not help you."

"Where are we?" she was craning her neck, trying to catch a glimpse of the countryside far below. The ninety-degree change of subject left Megatron feeling slighted. Had she just ignored everything they said? He couldn't remember the last time anyone had willfully ignored him.

He blamed the Autobot Prowl for bringing up the Greenlight Accord.

He jostled her and felt satisfied with her curt scream.

The cruel and jeering laughter that followed from the Decepticons left Phage's cheeks burning from more than just the wind.

"We are near the coast." Megatron said as if nothing had occurred. "Nearly to our base."

An indistinguishable noise emitted from her throat but never fully took shape. Megatron eyed her curiously, noting how her hands had stilled and her face had become neutral.

"Whatever foolhardy plan your- Pitt!"

Abruptly she melted through his hands in a green shimmering light as she had done on the battlefield before.

Megatron came to an abrupt halt mid-flight and twisted around to track her trajectory. The green warping light dispersed from her body as quickly as it had enveloped it. He stared dumbfounded as she plummeted willingly through the air. The femme twisted around and straightened into a nosedive, increasing her speed and distance from them but shortening it to the ground. Half the Decepticon force transformed and had to double back to his position. Starscream was the first to arrive.

"You dropped her!"

"Don't be thick, Starscream." Megatron snapped. "She phased!"

"Again?" he gaped. "Where is she getting the energy for that?"

"Shouldn't we go after her?" Skywarp asked anxiously.

Megatron lifted his hand to stay him off. "Let her reconsider the folly of her action."

"I don't think she's reconsidering." Starscream's optics widened. "What is she doing?"

"Attempting an escape, obviously." Thundercracker blinked. "She can't fly can she?"

"No." said Soundwave. "Recall a stellar cycle ago that this same femme jumped off a cliff to escape me influencing her processor."

Starscream snorted with derision. "I remember. It's rare to see you shaken, Soundwave."

The mech's visor darkened in Starscream's direction. "She could have killed us both."

"How come you didn't stop her again, Soundwave? You were in her head why not, I don't know, stop her?"

The mech was silent a time, then; "Impulse thinking."

"Yes, yes." Starscream waved a hand. "We're all glad that you didn't become a drone. How did she survive again?"

"There was a waterfall."

"Uh-huh." Starscream tracked her trajectory with the other Decepticons. "There isn't one now."

"She's not afraid of the fall." Thundercracker remarked.

"It's not the fall she has to worry about, just the landing." Starscream commented.

"You know the saying, any crash you can walk away from..." piped in Skywarp.

"What is her angle?" Starscream remarked perplexed. "She can't seriously be hoping to survive a drop from thirteen-thousand feet! Even if she does where does she think she can hide?"

"She'll phase again." Megatron said abruptly, sounding impressed. While everyone had been engaged in small talk, he had worked out her gamble. "Shifting between planes like that will dispel all kinetic force." Megatron's optical ridges rose incrementally up his forehead. "It's no risk to her at all."

"That's insane." Starscream stressed, his hands moved to illustrate his point. "It's like hitting a wall without hitting a wall! The theories had always been sound but not one of our phasers could ever pull something like that off! You'd loose half your atoms performing a Leap like that! They had trouble timing steps while phasing from one room to the next!"

"None of them lasted a quartex." Muttered Rumble.

"Working with them was a nightmare." Frenzy continued. "The lot of them were a box of loose nuts and bolts."

"She's been functional for more than a stellar cycle." reminded Megatron.

Starscream's gaze slide to Megatron. "You know something else, don't you?"

"Only what anyone can observe Starscream." he commented elusively. "That the phasing process doesn't degrade her."

"Well if she doesn't use her power..." muttered Skywarp. "It's not like I teleport everyday."

Starscream turned a critical optic on Megatron, ignoring Skywarp's background muttering. "You sound like you admire her."

"Jealous already Starscream?"

The Seeker frowned.

"Starscream," Megatron vented through his denta, "I can simply see raw potential where you clearly cannot." The frown converted into a sneer. "Prime was a fool." Megatron went on. "If my theory holds true, then he had a Pitt of a catch with this outlier and did nothing with her."

One of Starscream's optical ridges rose up his forehead. "She's proving to be wily. First she single-handedly snatches total victory from you, Lord Megatron-now this."

Megatron inhaled to counter the barb but Skywarp quickly interjected into the conversation.

"Permission to teleport and retrieve, Lord Megatron. She's nearly to the treeline."

"Denied." Megatron clicked. "Don't waste your energy. I want to see where she's going with this."

"You mean if she survives." retorted Starscream.

Megatron nodded absently as he tracked the speck that was Phage. "If she survives."

"She's phased." Announced Thundercracker. He looked up wonderingly at Megatron. "You were right."

"Insane." Starscream repeated shaking his head. "If she survives she'll be as brittle as glass!"

"Cliff." Soundwave reminded them suddenly. "Self conclusion: she's already a box of loose nuts and bolts."

The deadpanned look Megatron spared them all silenced all opposition. "Seekers -retrieve the phaser. She produces a unique energy signature all her own, coupled with her recent brush with the Matrix she should prove an easy enough mark to track."

"As you command, Lord Megatron." intoned Skywarp. And with that, Thundercracker and Skywarp transformed and thundered after the femme. Megatron glanced sidelong at Starscream.

"Well?"

"The femme isn't going to exit the Leap. She's already performed two successful Leaps at the battlefield, and now another two..." Starscream trailed off as he observed the stoic mask that Megatron wore. It needled him to see it. He changed the conversational gears. "She's going to be a smear on the ground."

"A logical probability."

Starscream's optics narrowed.

"She won't get far."

"You have one breem, Starscream."

He does know something more, Starscream thought. The Seeker clicked his tongue. "I'll do it in half. Phasing in and out does produce a large energy spike. Easy enough to track."

As he finished saying it, a bleep spiked on his radar. Starscream's optics doubled in size, shocked she had exited a fourth Leap.

Finally, Megatron glanced away from the forest below and looked sidelong at Starscream. They held each others optics, an unspoken challenge. "Well."

Starscream transformed and blasted off, his engines wailing with the signature sound that earned him his name.


Phage had learned long ago that phasing was a dangerous addictive. Everything leading up to it was a similar thrill Alice had experienced while racing down a particular long, flat back country road known as The Drag. It was a popular local spot that teens liked to visit and local cops staked out to catch hotheads. Alice's family ranch ran off The Drag and she had become accustomed to what days and times the coppers and speeders used the length of road. The good girl had never been caught breaking code any one time she had hit the foot on the gas and watched the speedometer climb higher and higher while blasting pumping music from her stereos so loudly that she couldn't hear herself singing along.

Phage could only associate the thrill of phasing to that heart pumping memory.

Beginning a phase invoked a burst of adrenaline, a breathlessness that came when doing something wild and uncharacteristic. A breaking of the mold.

And she was breaking. Breaking free of physical ties to the very reality her mind had comprehended her whole life and throwing herself full force into another place both familiar and completely alien. Phage was smashing through one metaphysical wall and caught suspended between the two. It was always like that, a hang up in the transition. Reality always refused to let go but the cords always snapped -and then she was slipping and falling through into the misty alien world beneath the skin of everything she knew.

Floating midair, Phage took stock of the world around her and noted, as she always did, that everything was white-washed and misty. The astral mists were lashed along by ethereal winds that caused drag on her movement. It never mattered if she was walking, running or leaping. It seemed too that falling didn't matter a bit either. There was always drag.

As she had learned on her first few attempted phases, progression was dictated by thought. She needed to go down. So she thought: down.

She drifted through the mists, her body railed by the ferocious winds. Tree tops slowly materialized from below. Lower. Branches. Lower. She was among the trees and descending still. Her body ached. The going felt like tracking through thick mud. By the time the ground came in sight she was exhausted. She had never phased for so long before. She had only ever done short quick phases.

Phage caught sight of her hands and did a double take. She turned them this way and that. Terror struck straight through her. The paint was looking chipped and spotting. That had never happened before.

She shifted back to reality with the sudden abruptness of tension leaving a rubber band.

Abruptly, Phage appeared ten feet above the forest ground and hit it hard. Old discarded pine needles from last year scattered with the impact. The wind left her lungs in a woosh, leaving her gasping and heaving audibly for breath. Her fingers clawed the ground, seeking purchase where none was needed. Her equilibrium was off. She felt like she could fall into the sky. Steam rose off her body and drifted lazily off in the salty wind. Somewhere not so far off, she could hear the endless grinding turn of the ocean's cyclical waves.

Move. She commanded her aching body. Move!

She tried to force her body to stand but couldn't even make her head lift an inch off the ground. Every muscle cable to the very fiber of her frame burned with the likeliness of a fierce fever. Her body screamed at her to rest and recover. Her mind screamed at it to move. There was such limited time. The Decepticons would be on her shortly. She had to run. Had to hide. An old memory of Alice's told her there was a place around here somewhere where she might be able to take sanctuary. She was gambling on it.

"I'll rest when I'm dead." she groaned as she forced her body to comply. Trembling and weak, her fingers inched along the ground in the world's slowest army crawl. She really wanted to just lie there forever.

Move!

The word became a mantra in her head. She knew if she paused, even for a second, she was done. She would give in. Break.

Lazily, her optics drifted from the path ahead to her hands. Something was off. In reaching forward to drag herself another few inches, she saw that her paint job was wrecked beyond the normal. Her hands were usually chipped. Working with Wheeljack and Ratchet saw to that. The kind of damage she noted now was far greater than flecks of paint. It had peeled back to expose the metal beneath. Heat still wafted from her body in areas, drifting rapidly skyward. Where the paint was wrecked the worse, the metal was pitted. In some areas she spied the wires below.

If she had still been human she knew her skin would be raw and peeling, holes tearing through the flesh to the muscle beneath.

Phage's stomach turned and tried to heave, but she had nothing to throw up.

What had happened? That had never happened before.

I've never phased so long before. That must be it.

Ratchet had warned her when her outlier power was discovered that it was dangerous.

Don't use it. Ever. -he had warned. Optimus Prime had been right there when her ability was announced and concurred with Ratchet. Too dangerous.

"Why didn't I listen?" she groaned.

In the distance and drawing rapidly closer, she heard the familiar roar of the Seeker engines and one distinctive shrill engine whine that she knew was Starscream's.

Phage bit her lip hard. Her fuel pump thudded hard in her breast like Huffer hammering hard away at the forge. "Rest when your dead." she moaned. With an almighty force of will she grabbed a root ahead of her and dragged herself forward, forcing her knees up underneath. She used the trunk of the same pine tree to stabilize herself into a kneel and then, clinging to its branches, to her feet. Always she had more energy in reserve. Any time she dipped deep down she found more lying in wait. "Pain-is-passing." She told herself, stressing the words between her efforts.

The Seeker engines boomed overhead loud enough to drown out her thoughts and close enough to send a misfortune of ravens flapping into the air cawing loudly.

Phage's body was shaking badly against her will. She barely had time to move around the trunk before she heard three distinctive whirls of transformation cogs. The ravens dispersed within seconds. The silence left behind was deafening.

Phage struggled to control her breathing. In the overbearing silence that swallowed the deformed forest of trees each breath sounded like a gunshot.

She strained her audio receptors, struggling to locate the Seekers. They couldn't have entered the forest. She hadn't heard them crash through the foliage. They had to be hovering above.

They're stalking me.

Her faced drained of color. She worried her lip to stall her breathing. If not for her fingers digging into the tree trunk she knew they'd be shaking.

Focus. Fo-cus.

It was hard to focus around the pounding headache that had persisted since the battlefield.

Find the cave. They can't fit through some of the tunnels. They'll lose your signature underground. Find. The. Cave.

She risked a glance around the pine tree, between the branches, and saw the place where she had materialized was as empty as she left it. Only pale shafts of light penetrated to the ground and between these haphazardly danced golden motes.

She swallowed around the lump in her throat and pushed herself off the tree and stumbled to the next.

Thud!

She paused and listened. There had been too much noise between the crunching under her feet to taking cover. Her audios strained to catch the slightest noise.

She heard none.

Phage's mind reeled as she chanced a look behind. How did three Transformers their size disappear in a forest? It made no sense.

"Just go, Phage." she muttered to herself. She risked a jaunt to the next tree and when she reached it and slammed her back to the tree she risked a look behind again. She had gone about a dozen yards or more and knew it wasn't far or fast enough.

They will find you.

"God, I'm an idiot." Phage continued to mutter to herself as she made for another tree, scanned the area for signs of familiarity, listened for the Seekers, and risked a look behind. "How am I suppose to dodge them all the way back to the Ark? You can't transform into a vehicle, Phage. You can't exactly Uber it back either. Did you bother to think about any of that prior to this? Nooo- of course not."

Self monolouging came to an abrupt close when she finally spied them. It was their feet at first, then their legs and chest. Taken aback, she stared hard realizing that they were agonizingly taking their slow sweet time to pick their way through the branches to avoid noise. Her mind raced. They were facing her direction. She was almost certain she was on their scanners but they hadn't seen her yet.

She made fast calculations-

-and said fuck it at the outcome.

Drawing on a wellspring of energy that was yet untapped, Phage pushed off the tree and forced her protesting body to make a run for it. She had to make it to the cave. There was no other acceptable option.

"Run! Run all you like! Exhaust yourself!" rang out Skywarp's mocking voice all around the forest. "It makes the hunt so much easier for us in the end."

"Surrender!" called out Thundercracker next. "You're only stalling the inevitable."

A gunshot went off and the blue laser blast streaked by her vision mere feet again. Phage stopped on a dime, arms propelling to stabilize herself.

"Phage!"

Her head snapped around. Starscream and the Seekers were fixed on her, but it had been Starscream that shot. It was Starscream that called her out. His fist flexed out and around and gestured for her to approach them with one finger. The Aerial Commander's face brooked no disobedience.

"Come here, femme. You're only making this harder on yourself." Desperate, she looked around and spied what looked like a game trail. "Don't be stupid." Starscream crooned across the way. "There is no where for you to run."

She ran down the game trail and quietly rejoiced when it joined with a much larger beaten path a few yards off. It hadn't been a game trial but a hikers beaten path.

Starscream shook his head. "They always choose to run." he lamented.

"Fine by me." Skywarp grinned wolfishly as the three Seekers sped through the air to catch her, masterfully weaving around trees in the wide open space under the canopy.

They were on her in seconds.

"Your efforts are futile!" Starscream reached for her. "Why you insist on running-"

Suddenly, she shifted into her human alt mode and dropped and slide into a ditch that had been hidden by surrounding bushes. Starscream blinked hard at his empty hand, cut thruster power, hovered and had to quickly double back. Thundercracker's laughter stung his audio receptors.

In the narrow ditch, Phage threw herself at the entrance to the cave. Even before reaching it her fuel pump dropped into her gut. "No. No, no, no!" Her hands wrapped around the metal bars barring her passage. She yanked hard but it only rattled. How could she have forgotten it was barred? "Of course it would be." She hissed at herself as she yanked hard again. The caverns Alice visited usually were to prevent vandals. She braced her foot on the side of the rock wall and yanked hard again. The gate rattled and gave little by little.

One, two, three hard desperate yanks and suddenly she was flat on her ass. The gate tore from the rock in a clamorous shrieking fit. Quickly, Phage scrambled to her feet and plunged into the pitch darkness of the cavern. Small victories swelled her breast.

"Grab her!" shrieked Starscream.

"How? I can't fit in there."

Starscream vented air through his systems. The three Seekers hovered around the ditch staring down the slanted path to the cave entrance. "What is this place? The crafty femme obviously knows the cave. It must be why she asked where she was before she phased. This was her destination. So where does it lead?"


The cool cavern welcomed her as she ran inside, the sudden drop in temperature that marked the constant thirty-six degrees of the cavern a welcome kiss on her skin and soothing balm to her aching lungs. Guided by the small illumination of her optics and light pen she pulled out from subspace that she normally used for medical purposes, she trucked deeper and deeper recalling the cavern network from Alice's visit to the limestone sea caves years before. It was just enough to lead her through the twisting tunnels. The trek was an arduous hike, forcing her to climb and descend muddy paths that flooded in the rainy season. When the tunnels narrowed she had to go at it sideways and shimmy through. Further along the path opened up like a 'V'. Her feet were swallowed in the thick muck, slowing her progress. She pulled her feet free and jogged the distance by bouncing from one slanted wall to the next.

She battled a slow rising attack of claustraophia. She wasn't known for it and pushed back hard against it. She wasn't going to die down there in the dark. She was on the right path to make it out. She was descending gradually. At the end of the path ahead there should be a bend that opened into a large cavern. She would have to slow down come the exit. A wrong move and she could fall down a muddy pit and take the sudden drop some hundred feet to a lake below.

Wait, she thought. Was there a lake? How much had it rained last year?

Once she scaled down the narrow path that descended into the cave exit she'd have to wade through it anyway. Then make the hard trek to climb out.

Gradually, Phage came to a stop near the end of the 'V' ravine and leaned back against the slope, her feet holding her up out of the muck against the opposing wall. Far above in the crevice of the ceiling, the light from her pen caught and illuminated off water that dripped from soda straw formations and glinted off veins of iron.

In the moment's reprive, she took the time to reexamine her wounds from the phase. Getting mud in her transorganic systems couldn't be a good thing. She was sure Ratchet would have a fit. Turning her arms this way and that though showed no wear. Phage stared hard. Besides Optimus Prime's dried lifeblood and the red mud, she saw no signs of paint decay or pitting in her armor or the gaping holes that exposed circuity. She squeezed her optics close hard and looked again.

Nothing.

"Must have been a figment of my imagination." she mused quietly. "From what I saw while phasing?" That must have been it. Maybe the stress and the phasing was playing tricks on her optics.

A sudden smile quirked her lips. She threw her head back and laughed.

"Lifeblood and mud. Aren't I a beauty to behold. Ahh- Phage, what are you going to do?" She palmed her temples but nothing would be rid of the pounding headache. "Rush to the end and hope the Decepticons are not there? Then you'd be at sea level. Where do I go from there? Better to backtrack and hope they've left the entrance to catch me on the other side. It should be a point-six mile hike to the lodge, across forest terrain." She pushed hard against her temples and released after half a minute. It did little to reset the migraine. "They'll pick up on my energy signature instantly, I'm sure. And I can't put people in danger." She gnashed her teeth. "The Ark is in another state. I need a ride." She pinched the bridge of her nose. "Or more caves. A network." her head shot up. "Which cave network ran across several states? Isn't that nearby?" she muttered suddenly, second-guessing, "Or...was that in the Rocky Mountains? ….California, maybe? Shit." She scrubbed at her face and carded her fingers through her synthetic hair. "I need a map."

The pounding headache behind her left optic blossomed. She reeled and was glad she was already lying flat on her back as everything tilted crazily around her. Phage fixated desperately on the glimmer of light overhead, holding precariously to consciousness with sheer force of will. The headache felt like it wanted to spread and consume the rest of the space inside her cranium but hit a block with her struggling consciousness. It stalled, then stirred.

A low groan sprang unbidden from her throat. Her right hand lifted before her optics and turned over slowly. A striking stab of panic lanced through her body and cut straight to her fuel pump. Phage sat up and examined the rest of her body.

"Phage?"

She had voiced it but it wasn't her.

Phage focused inward.

Across her mindscape at the edge of the dark cool expanse she regarded as the sea of her consciousness, another unfolded of gleaming high walled towers and a massive city, layer after layer after layer as complex and manifold as a puzzle box. The lights from the city played across the expanse of her undersea ocean. For the first time in a long time, there was light.

The mindscape shifted. There existed a gray twilight between the two extremes. Phage stood on one end and Optimus Prime's consciousness materialized on the other side. He was struggling, groggy and perplexed. His consciousnesses avatar was surrounded by a fiery light and scintillating Cybertronian script that blinked into existence around him. He gripped his head and looked at her -through her, seeing through her optics and yet seeing her all at once.

Together, they stared wide opticed at the opposing wall.

"Optimus!" his name crossed her lips in a breathless utterance.

"Where-?" Began Prime.

Phage groaned and squeezed her optics shut. "Not now. I had hoped for a few more hours."

In the Infraspace, Prime straightened. His vast ancient consciousness shifted, trying to get a feel for the new head in a manner similar to examining a new house. Only he felt around and tried to neatly side step her consciousness, not sure how to deal with the situation and, Phage felt, disgruntled.

"I can't wait to hear this one." Optimus grumbled as bad mannered as any mech coming out of recharge on the wrong side.

In the mindscape between, she spread her arms helplessly.

"Desperate measures." she smiled sheepishly. "I performed an emergency spark transfer and uploaded your conciousness to mine with an impromtu cortical psychic patch."

"You did what?" Her voice rang with the incredulousness of Prime's disbelief.

"I had hoped to make it back to the Ark to avoid this." She scrubbed her face. "It's a race against the clock now."

"Explain."

"I don't have a secondary spark chamber with the nessecary protective shielding like Ratchet does for emergency spark transfers like this. I took a risk." her fingers carded through her hair, forgetting that it was coated in mud and blood. "Over the course of one week, if I can't get back to the Ark, our sparks will merge and my body will-how did Ratchet explain it before?- morph or something to that extent to accommodate two sparks."

"Its called a resonation." Optimus supplied helpfully.

"There. That word. Couldn't think of it."

Optimus was silent a long span. Phage was almost glad for it. It was so weird hearing herself carry on a conversation by herself.

In the infraspace, the two stood divided by the gray strip between their consciousnesses. Optimus examined her mental avatar over carefully as the silence stretched between the two. After a long length, he spoke through her physically, "What happened exactly?"

She shared with him the information in a series of rapid fire thoughts wrapped up in images reels loaded with sensory and thought information. It took Optimus off guard. Prime took a moment more than she thought he would to decipher the information. Either he was still gaining his bearings or her transorganic CPU was much more different from the Transformer CPUs than she'd imagined.

"It's just the way you store information." Prime said absently.

Phage blushed.

"I wonder if this is how the Aerialbot's feel."

"Perhaps. Although I'm sure they're quite use to it." Prime elaborated through her voice.

Once Prime had digested all the information his avatar stared at her wide eyed.

"You did all that to save me?"

Phage's avatar glanced at her feet and all around. She rubbed one shoulder and did so physically as well. "Well-yes. Anyone would have."

Optimus shook his head, and Phage's head shook in the negative in real time. Prime's consciousness swelled with admiration. "No, Phage. I have been alive nine million years. Nobody has ever done what you did. Thank you. I owe you my life."

A confusing mix of emotions played across her breast: admiration, embarrassment, pride, humility-

Phage ducked her head, breaking contact with the wall across from them. She carded her fingers through her synthetic hair. "You know that's not necessary." She cycled air through her olfactory. "And don't thank me just yet. The Decepticons are outside, the Ark's a state away, and we're on a literal countdown. Lord, if we're recaptured how the hell am I suppose to hide the resonation process for long?"

In the Infraspace, Prime's optics narrowed, thinking critically about their predictament.

"Phage, I have one question. Where is the Matrix? I told you to take the Matrix."

She puffed up. "I couldn't just let you die. How could I? You were lying there telling me the Matrix can revive the lot of you but not heal you when you need it? Well I thought that made no sense. It made even less sense that anyone else would know what to do with the thing if you were gone. So I saved you."

"And the Matrix?" Prime stressed. "Phage, where is it?"

A huge grin split her face like the Cheshire cat. "You'll love this one." She shared the information willingly in the rapid succession of images. When he had finished digesting all of it his avatar stared at her wide eyed.

"I can't believe-"

"Tell me you love me." she teased.

Instead, Optimus swelled with disapproval. "Your playing a high stakes game."

"And I'm pleased as punch to say so far I'm winning." she jerked her head towards the exit. "This is just a minor setback. So far though I think I can say I'm breaking even."

She Sensed his displeasure. It put an immediate damper on her attitude. She sobered up. The grin disappeared.

"You realize the moment Megatron discovers what you did-"

"Yes." she cut him off. "I imagine he'd burst a circuit or two. Then-well, me."

"Phage, you have no idea. He can't know what you've done."

She bit her lip.

"I know. I know. How are we going to get out of this?"

Prime thought fast, crafting plans and discarding them at a rapid pace until finally there was only one course of action. The cold sliver of apprehensive dread that pooled from Optimus wormed its way through her breast.

Anything that made Prime nervous had her on edge.

"Phage, there's only one thing to do – we have to keep rolling with your gamble. The only way to secure safety back to the Ark is to convince Megatron you don't have the Matrix while hiding the resonation process."

She blanched. "You mean-"

"Yes. We have to surrender to Megatron and convince him to exchange you back to the Autobots."

"He thinks he's already won the war."

"It's our only course. Megatron will either exchange you for supplies or the Autobots will muster an extraction."

A cold sweat pooled on her forehead. Phage scrubbed her face.

"Shit."


Phage reemerged from the entrance of the sea cave system and chose a random direction away from the human lodge and started off at a trot, then a run.

'Make it look convincing.' Prime told her.

She burst through a dense treeline and had to quickly stop on a dime. She stood, teetering on a sheer cliff drop that gave way to a rocky bed at the base of the ocean. Thunderous waves crashed the mountainside, hungry and unforgiving.

Phage stared down the steep drop to the rocks below, lips parted and eyebrows knitting together. Overhead sang the familiar song of several transformation cogs spinning off. She squeezed her optics closed and when she tilted her head to the sky and opened her optics there, floating in mid space, was Megatron and the Decepticons.

"You survived." said Megatron matter of factly. "Impressive. Very impressive."

Her optics dropped back to the rocks below and then quickly flirted to the treeline behind.

"Stop with the theatrics." Megatron sighed. "You can't escape. The effort alone is as exhaustive on your behalf as it is futile."

Once again she abused her bottom lip, her feet shifting below her.

"Anyone of us could catch you before you make it half way down." Megatron said suddenly. "And don't think that you can evade us in that flammable carbon field of matches."

"I wouldn't catch her." Starscream interjected. "Frankly, she could do with the dip."

She stared up at Megatron, face long and with tired optics. There was a quiet challenge between the two, as silent as had been between Megatron and Starscream earlier.

Phage broke contact and dropped her head lowly. The femme stepped out from the tree line. Slowly her hands lifted into the air, open palms up as her knees hit the earth.

"Finally." Megatron rasped, "If only you had shown such obedience before."

"Fuck you." Phage muttered so softly only she could hear.

'Careful.' Prime chided. 'Keep your temper in check.'

Her right wrist was snatched up in a crushing vice like grip. Phage sucked in air between her denta as she was yanked off her knees and onto her feet. Once again she found herself staring optic to optic with Megatron.

"It would do you well to follow my commands henceforth. It would spare you the painful repercussions disobedience brings with it. Just ask Starscream."

A mock smile flashed across her face and disappeared just as quickly. "I'll be a model prisoner."

"Good." she felt the heat of his voice on her face.

Abruptly Megatron wrapped his arm around her waist and locked her in tight against him. A strike of repulsion from Prime stabbed through her. She fought the instinctive desire from Optimus to lash out.

Before she knew what was happening, they were airborne again and traveling over the ocean. In what seemed a much shorter time than it took them to travel there, the telescoping Docking Tower rose out of the water to admit them into the Decepticon sea base's dark folds.

When they landed, Megatron said absently to Starscream, "We need a set of null-restraints constructed."

"I'll start straight away."

"See to it that you do. We don't need our prisoner getting any ideas."

Optimus Prime's conciousnes stirred quizzically in her head. A question of why?

I've been phasing.

His consciousness flustered. ::What?!::

Not. Now.

She struggled to school her face to neutral as she was marched across the platform to the Docking Tower's dark interior.

Her mind and body was a wreck of nerves. Nothing had gone as planned.

::Few things ever do.::

That's not comforting, Op.

As the Docking Tower door slide to a close, cutting off the last of the hot June sunlight, the warm glow drew short on her. Despair and fears settled in.

"I'm never going to see the light again."

She hadn't thought she had said it out loud but with Prime in her head thought and vocalization had become a muddled affair, but Megatron suddenly said, "Melodramatic much?" he paused then added, "Light is overrated." she glanced up and caught a strange crooked grin on his face. "I think you'll come to appreciate the bueaty of the shadows below."

The Docking Tower doors thundered close.

Phage swore it sounded like the knell of church bells.

"I'm going down to hell." The haunting lyrics for Hotel California by the Eagles started up unbidden in her processor. It's always paved with good intentions, she thought.

As Megatron's grip tightened on her arm, Optimus Prime's consciousness stirred to comfort hers.