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Disclaimer: No money no rights no life, except for Pegasus and Leviathan. I own those two, because I created them. They're MINE, you hear me? ALL MINE! MWAHAHAHAHAHAHA!

Description: How thin is the line between love and hate? One unlikely Maximal is about to find out. And there may be a darker danger on the horizon mild violence warning

Dedications: This story is dedicated to Larry DiTillio and Bob Forward for their excellent work with the series. It's also dedicated to all the voice actors, especially David Sobolov, for bringing these wonderful characters to life, and last but not least, this is dedicated to Amanda Flowers, fellow author here at BWA, who is THE biggest Depthcharge fan I've ever met.

Author's notes: Okay, people, this is it! But before you read this trilogy, there are some other stories you might want to investigate (well, you should, lest this not make any sense): "Nemesys" and "Thicker Than Water". This is in my fanfic continuity that I've created. Well, enough of the yakkin', here's the tale!

A Common Enemy

By: SilverGirl

Part 1 of The Bloodlines Trilogy

The stars stretched forever in all directions as she sat in the cockpit of the starhopper. By all rights, the thing shouldn't be past the atmosphere of any planet. The thruster arrays were so rusted with age she was lucky to have reached Cybertron's escape velocity. But apparently they still worked well enough. She didn't care about winning beauty prizes.

"Warning. Area restricted by zone code 17 the computer voice declared in its signature monotone that she always found irritating.

"Shut the slag up." Restricted area. Exactly what she was looking for. Fortunately, the ion trail of the Axalon's engines was still active enough to follow, though the signals were getting fainter. Her mission was to catch up to the ship no matter what.

And then she saw it. Ahead of her, it seemed to burst from nowhere, filling the windshield. A bright light, brighter than anything she had ever seen, almost blinding her.

"Warning. Anomaly detected."

*No slag.*

Quickly she hit the reverse thrusters to full throttle, trying to pull out of the field, but it was no use at all. A newer starhopper might have been able to, but not the crate she was flying. She was thrown back against the seat, the safety harness tight against her metallic body as the gravity forces shot through the roof

The crushing pressure was almost too much. She wouldn't have been very surprised to find a few dents in her frame. But it was over in a couple of minutes, and she was in space once more. Immediately she returned to regular thrusters, shutting off the reverse, and risked a look at the sensors again.

Impossible.

She was in orbit around what looked to be Earth, but what time period she couldn't guess. Two moons. And the planet's topography was missing a few islands, those that hadn't erupted from the ocean floor yet.

She checked her time indicator. By the radiation output of the stars in the area, the computer had estimated the present year to be somewhere around the end of the Mesozoic, after the extinction of the dinosaurs.

Four million years in the past? That couldn't be right.

But it didn't matter. The Axalon's trail was here, too, headed for the planet's surface. Without a second thought, she hit the thrusters.

"Ten cycles to atmosphere entry. Prepare for sequence."

She scowled again at the monotonous computer voice, but began firing up the atmospheric shields that prevented her from burning up, and the landing jets that adapted to gravity. This shouldn't be hard.

For a recent starhopper. Not ajunkyard reject.

The upper-level winds battered the small crat sending her sensors wild, and she had never been so grateful for safety harnesses. The one she was in now threatened to snap in the turbulence, and she fought for the controls, trying to pull the ship out of its nosedive, praying to Primus to give her a break.

He wasn't hearing her. The starhopper barrelled toward the ground as the roar of the wind deafened everything. *Come on, baby,* she cried silently. *Come on, old girl, you can do it!*

But apparently she couldn't. There was a sharp roar that could be heard even above the wind as the first thruster cut out, followed by an even louder one as the second gave way. She could feel the angle of descent begin to steepen without the support of the propulsion.

"Warning. Engines failed. Brace for impact."

She grabbed the arms of the pilot seat tight, wondering if there was some hidden reason why ships' computers were programmed to state the blindingly obvious.

She felt the shudder of metal as the nose of her starhopper struck the surface, but she didn't know whether to be relieved or alarmed. The surface was water. How far out, she didn't know. She only knew that this was not the best place to be right now. Feverishly she punched in the code, jettisoning the cockpi~ which could float on its own, a feature removed from later models, but one that she was too grateful for now.

The canopy of the small cockpit/escape pod broke through the waves, and she fotmd herself looking up into clear, beautiful midday sun. Relieved, she found herself very near to land, less than a mile offshore.

"Activa ----- ting e ----- mer -------- gen ---- cy trans ----- for ------- ma ------ tion. Scan ------- ning -------- now. "

Slag, she knew what that meant. Her scanning systems were fouled up. She'd adopt the body of some creature on the planet, and only Primus knew what it would be. But there was nothing to do but wait. So she waited.

The scan didn't take much time in reality, but to her it felt as long as the Great War and then some. She could feel her body contorting, growing new extensions and folding up, skin stretching over her, hair growing out, feet molding, projections growing away from her body. Primus, did it ever feel weird. She had never done this before. Never had to.

*There's a first time for everything.*

And the first time was usually the worst.

Finally the scan completed its work, and she looked down at her new body, trying to figure out just what she had been turned into. An animal with short white hair, four legs, a fight, muscular body, a slanted face, and a long, swishing tail. She knew it immediately from the Earth records on Cybertron.

"A horse!" she cried in indignation. Of all the circuit-ghtched, diode-blowing dirnwittery....But why did her back feel so heavy? It felt as if she were carrying the body of

Optimus Prime himself. She craned her neck to look, and found an enormous white wing, that she

recognized as that of a hawk, sprouting from her body. A glance to the other side confirmed her

suspicion.

"A horse with wings. Maybe slagged scanners aren't so bad." But it wasn't over yet. Lifting her wings revealed to her two large white flipperlike projections, held tight against her sides. Whales? How did whales get in there? *Well,* she thought, *I was in the ocean.* But what puzzled her the most was the weight on her forehead. Either way, she knew she had to somehow get out of this pilot seat. Slagging hooves. They were so clumsy to work with, and she had not the room to transform. Thank the Matrix for voice-controlled cockpits.

"Computer, remove harness." There was a protesting whine of ancient sockets, but it worked. "Open canopy." The glassteel dome of the cockpit slid open, allowing the seabreeze to engulf her. The coastal winds were pretty high, the waves tossing her small craft about like driftwood. At this rate, she'd never get to shore.

*Well, that's what these suckers are for, I guess,* she thought, spreading her wings and rising into the sky, toward land. The sun bathed her in its warmth and brilliance, something that rarely happened on Cybertron, because their sun was small. But every so often, the planet's orbit would wobble close enough to create a massive heat wave. But this was perfect. She wondered why her people hadn't decided to turn Earth into a vacation spot. They'd make a fortune.

At last she reached the jagged shore, gliding lightly to the ground and gazing at the new environment. It was a long stretch of rocky beach at the base of an enormous, windswept cliff that staggered up countless thousands of feet. She didn't like it. It made her feel too small. But the Axalon was here on this world. Her readings told her that. But where? Being carried by the upper level winds, she could've crashed miles from it.

She walked to the edge of the beach, out into the rolling waves, trying to get used to four legs, and looked down at the water in despair. What could she do now? How could she find the ship, and the one she sought? Something in her reflection caught her eye. Out of her forehead, she saw, grew a long, spiraling horn the color of moonlight. So that was the weight on her head. A horse, a hawk, a whale, and what else? She didn't recall any Terran creature with a horn like that. Wait a minute, there was *one*, something called a narwhale? A whale with a large tusk that could be nine feet long. That could be where her flippers had come from, too. It made sense. And that's when she noticed another strange

thing. A shiny metal coating covered her wings and body in a pattern that resembled the body armor of battle steeds on Medieval Earth. Whatever it was, she was stuck with it, on a planet in an unknown past.

*Maybe,* she thought, *1 can get a better view from the top of the cliff.* And with that she once more rose into the air, soaring to the cliff s lofty plateau.

*          *          *          *

*What in the name of Primus is that?*

Depthcharge lifted the optic enhancers to his face once more, attuning them to the light and estimated distance, trying to see the creature more clearly. After a few moments he got it in focus, watching intently. It looked like a white winged horse with a horn growing out of its forehead and a Transmetal coating, but from this distance, even with enhancers, he couldn't be sure. It was definitely the weirdest thing he'd ever seen.

It was perched on the edge of what he had come to call Blue Cliff, because the view of the ocean from the top was simply gorgeous. Looking down, one might imagine that the blue waters extended forever. And at the bottom, the shoreline broke away from the cliff base into a rocky beach, one of his favorite lone spots.

He decided to try and move in closer, to get a better view.

At that instant, the thing transformed into robot mode in a blur of folding legs and arms. But now at least he could see it was female, and not a bad looking one at that. Her color scheme was pure white and silver, contrasting nicely with her deep sapphire optics. She was cute, to say the least, kneeling at the cliffs edge to look down at the water.

But looks could be deceiving.

Who's side was she on, if any? He needed to find out, and the best way to do that would be to go over there and find out. And he was always one for the direct approach. Quickly he transformed into vehicle mode, firing up his j etpacks and speeding off toward the cliff. It wasn't a great distance, and he managed to land without her noticing. She didn't even turn around.

He crept up behind her, experienced tracker that he was, silently, wanting to give her no room to attack if she was hostile. He was good. Right on her heels and she didn't move.

"Beautiful, isn't it?" he said, indicating the sunset over the water. She whirled onto her back, squinting up at him in the fading light.

"Who the slag are you?" she asked, showing no sign of fear. He offered his hand to help her up. She declined, rising to her feet and dusting herself off.

"The name's Depthcharge. You?"

"Pegasus." She still scanned him with suspicious optics.

"Something I can help you with?" he asked. "Strange bots don't land on uncharted planets just for the hell of it."

"Not unless you can help me find a very large ship whose cargo included a whole bunch of stasis pods."

He grinned. "Did this ship happen to be called the Axalon?"

Shejerked at the name. "Yeah. You know it?"

"Yes," he replied. "And you won't find it without heavy diving equipment. Even if you did, it wouldn't be of much use."

"Crashed in the ocean?"

'No. From what I can gather, it was pushed off a cliff into the ocean."

"Then the stasis pods...."

"Why are you so interested in them?" She shrugged.

"Long story." She studied him, carefully. "There aren't anymore bots running around on this rock, are there?"

She was perceptive. "Yes," he replied. "The Axalon's crew." He decided she couldn't be a Predacon. She would've roasted Un by now. "I can take you there."

She shrugged again. "Why not?"

*          *          *          *

"Megatron, this is Dinobot. We!ve found another one."

"Where?"

"Shinra Sector."

Megatron stared at the communications console, doubtful. Shinra encompassed a good section of the beach, extending into the ocean. "Is it viable?" he asked.

"Yes," came Dinobot's reply. livery. V1

He liked the sound of that, and only hoped it wouldn't turn out to be a weakling.

"I'm on my way. But this one had better be good."

"So you're trying to tell me Protoform X has escaped your custody again?" Pegasus asked, her voice dripping bitter sarcasm. "Boy, Primal, you've outdone yourself, haven't you?"

"It wasn't our fault," Optimus said sternly. Her deep blue optics flared.

"Of course not. It's never your fault. It's never anyone's fault. Itjust happens, and we're supposed to deal with it. Believe me, I've heard the sob story enough times, and I'm slaggin'sick of it. Why don't you just admit when you screw up?"

"It's no good. There's nothing we can do about it now," the leader answered.

"Sure, nothing *you* can do," she said. "But you're not me."

"There's more important things to take care of right now."

"Like what?" she asked.

"Like Megatron and the Preds tryin'to slag history, maybe?" the one called Rattrap suggested. "We can use you."

Her features hardened even more. "That's your problem. I have only one mission here."

"Don't hand me that slag," Rattrap said. "It's your problem, too, and you damn well know it. 'Causeif he screws up time, guess who ain't gonna exist anymore? But if you really wanna try and hold your own, I'm warnin'ya. Two days tops, and you'll come back beggin'us for protection."

She turned on him with icy cold features. "I don't beg. And I'm not getting caught up in your stupid little war." With that she turned around, heading for the main exit.

"Wait a minute," Optimus said.

"Why? If she wants to be stubborn, let her go," Rattrap protested. "She'll change her mind soon enough."

"But she's still Maximal stock," Optimus replied, then turned to her. "We can at least offer you shelter. The ship is big enough." When she didn't answer right away, he added "Really, where are you going to goTt

She wanted to refuse, but the voice of reason wouldn't let her. She had no doubt they were telling the truth about the Predacons, and without shelter, she was more or less sunk. *Sometimes,* she thought, *swallowing your pride is the wisest move.* But of course, she had learned many times, pride was a bitter potion. She steeled herself.

"Alright. You'vegotme. I have no place to stay." Optimusnodded.

"Depthcharge, show her to her new quarters." He nodded.

*          *          *          *

The beach of Shinra Sector turned cold as evening approached, the salt spray blanketing everything around for miles. It was beautiful scenery, if one loved the water, but the Predacons who found themselves on this lonely strip had more urgent business.

"So what have we here?" Megatron asked, standing over the three bots and their precious find. Dinobot was kneeling beside the stasis pod, checking the status reading, while Waspinator dried it off, and Rampage chocked for damage. The finish on the hull was slightly chipped, but other than that it was in decent condition.

"A stasis pod in very good shape," the resurrected raptor answered. "We never located it before because the horning beacon was jammed. "

"By what?" Megatron asked. "This isn't one of myjamming zones."

"By the patch of raw energon it landed near about three miles offshore," Rampage said. "I found it purely by accident, and I'm surprised it's in such good condition." Megatron grimed. Who knew how long this pod had been lying in wait to be recovered?

"There's just one small problem, " Dinobot said, playing with the displays on the status report and frowning.

"And what is that?" the leader asked.

"It's a Maximal protoform."

*          *          *          *

"Welcome back," Cheetor said as Pegasus stepped in through the Ark's main entrance. She had been with them nearly a whole day, plenty of time to learn names. "Say, you take a lot of walks."

"I'm very prone to cabin fever," she replied.

"Yeah," he said, "I know what you mean. It gets really claustrophobic in here, sometimes." She nodded, then stepped past him into the hallway, heading for her quarters.

"Glad to see *You* again," Depthcharge said, as she was about to hit the key that opened her doors. She turned around, looking slightly startled.

"Yeah," she replied. "I'm beat."

"I would think so," he said. "This is your fifth walk." She flashed a smile.

"I just hate being cooped up." She looked at him a couple nanoclicks too long, then hit the key, disappearing into her room as the doors slid shut.

*          *          *          *

"This could take weeks," Tarantulas mused. "Maximal protoforms require reprogramming, and my equipment is used up. I wasn't expecting to find anymore stasis pods, you know."

"Yes, Tarantulas," Megatron said. "Just make sure this doesn't wind up like your other one did. I would really not care to have another defector in my ranks."

"Isn't it possible to simply wipe the memory banks?" Dinobot asked. "And since they have the Transmetal Two driver, the chances of a repeat performance are very small anyway."

"But they aren't nonexistent," the leader replied, then turned to Tarantulas. "I want you to *make* them nonexistent."

"Of course, Megatron," the spider replied with his signature cackle. "Of course."

*          *          *          *

Depthcharge turned over, staring at the time indicator for the zillionth time. Oh-three hundred megacycles. Wonderful. Nothing to do but sleep, and he couldn't even do that for all the clutter in his mind. No one could think and sleep at the same time.

He hated the dead of night. With Silverbolt and Tigatron on one night patrol, and Airazor and Blackarachnia on the other, Cheetor catching some rest, and Optimus in his office going over reports, the only ones left in the Ark awake were Rhinox and Rattrap. And of course, himself. Pegasus was also asleep. At least she should be. As a result, the ancient ship was about as silent as Omicron the morning after.

Except for those footsteps in the hall.

*Footsteps?* Who the slag would be out at this hour? Rhinox and Rattrap were on sensor duty, Primus knew a full Predacon assault in the same room couldn't wake Cheetor, and their leader couldn't be dragged away from reports by a black hole. Curious, he slid off his metal bed, creeping to the door. The steps had moved past his quarters, farther down. Silently, he opened his doors, peering into the dimly lit corridor.

There she was. He wasn't dreaming.

*Pegasus?*

It was her. The pure white body and wings were unmistakeable even in bad lighting. But she should be asleep. Why would she be snooping around the Ark at a time like this? Too many questions, and no answers. He grabbed his weapon off his desk and strapped it to his belt, feeling somewhat naked without a gun, and headed quickly but quietly after her.

Just like their first meeting, he stayed close, almost on her heels, without making a sound. She made a few weird turns, taking the long way it seemed. And he could pretty much guess why. She didn't want to be seen.

But where was she going? He lost track of the turns, but she didn't. Soon, he found himself following her down a narrow tube, to the lower level. In seconds, he had followed her out a secondary exit. She was smart, taking the back way out. But unfortunately, there was only one set of blast doors to the volcano. She reached them in no time, quietly pushing one side open, so that barely a scrape was heard. In a few cycles she was outside, and closing the door. He let her, out of sheer curiosity to see where she was headed. After it was shut, he followed her procedure and slipped out into the night, carefully shutting the door behind him. He could see her now, loping off in the direction of the rising moon. Without a second thought, he took off after her.

He had a sneaking suspicion where she was going, but hoped to Primus he was wrong.

"I hate the graveyard shift," Airazor said, flying low enough so she wouldn't lose sight of her partner. Blackarachnia nodded.

"Same here. And the boys are probably havingjust as much fun as we are." Airazor chuckled. It was three decacycles since the battle with Nemesys, and in that time, she and the stubborn spider had somehow become friends. Neither knew why, but they both guessed that being the only two women in the group had something to do with it. Neither cared.

"I'II bet," Airazor replied.

"Well," her partner said, picking her way through thick foliage, "it could be worse. We could be stuck with the Rat." Airazor sighed.

"You've got a point, there. But he's just the resident lech. Don't let it get to you." Blackarachnia shook her head.

"Easy for you to say. He doesn't hit on you twenty-four seven."

Airazor grinned evilly. "He knows better. Tigatron would kick his skidplate if he did."

"He's a slow learner on my end. He knows Silverbolt would, too. In fact, Bowser already has. Not for that reason, though." Airazor looked at her.

"So hit on *him*." Blackarachnia's jaw dropped.

"You can't be serious."

"I mean with your fists." The former Predacon grinned.

"I see. Believe me, I'm tempted." Airazor checked her surroundings as best she could in the darkness. They were nearing the border of Roff Sector.

"We're close to Tarantulas' lair," she heard her friend whisper. "Wonder what the lunatic's up to in that Pithole of his what the slag?" Trying hard to see through the inky darkness, Airazor followed her new friend's gaze, making out four forms, moving slowly toward the lair. As her eyes adjusted, she recognized them as Waspinator, the new Dinobot monstrosity, Rampage, and Megatron. But what was that they were carrying? Oblong and rounded, glinting in the moonlight.

A stasis pod.

"We have to report this," she said. Blackarachnia, nodded.

"Duh. But we should find out what they're up to first."

Airazor shook her head. "Whatever it is, it can't be good.

At that moment, the unmistakeable figure of the twisted Predacon genius himself stepped out, examining the precious cargo. She could barely hear the short conversation, but she knew that a lot could be said in a short time, and what she could hear, she didn't like. Something about "Maximal protoforin" and "reprogramming" and "could take weeks." Apparently, her friend's hearing was just as acute.

"That's it," she said. "We've got to warn the others."

*          *          *          *

Pegasus checked her tracker, frowning, then looked into the jungle surrounding her. She wasn't getting very strong readings, which meant that her target was very far away, and that worried her. She was chasing dangerous prey, and if failing battery packs gave the illusion of great distance from the quarry, she knew she was as good as a meal. The twin swords, which became her hom in beast mode, hanging at her belt, along with a vast array of other weapons, gave no comfort. He was that lethal.

She turned around, trying to see if she could get a fix on the signal, but it was too far. In desperation, she looked up, to the stars. He was up there. The one she had lost. The one Protoform X had killed three stellar cycles ago, after he escaped Optimus Primal's incompetent custody the first time. And now he was loose, ready to kill again. It made her mech fluid boil to think about it. Nobody took responsibility anymore. Her life had been destroyed, taken away from her in one day, and all anyone could say was "It wasn't our fault." Slag, it *was* their fault. They created him, didn't they? And for what? To try and play Primus, to create the perfect immortal. Operation Starscream. That title should've been an omen to what the experiment would produce.

"Nice night."

Shejumped a foot at the voice behind her, whirling to meet Depthcharge's bright red optics as she hastily closed the tracker and snapped it onto her belt. She didn't flinch, just looked at him.

"What the slag are you doing here?" she asked. His features were set hard.

"Same thing you are. Taking a walk." She shook her head.

"What made you follow me? Isn't anyone allowed any peace around here?"

He folded his arms across his chest. "Sure they are. As long as they're not trying to chase down Protoform X by themselves." Most found just his height intimidating, nevermind his broad shoulders and thick arms. Indeed, he towered a full head above her, but she refused to show him that she was bothered.

"And what made you think I would do a stupid thing like that?" He stared at her, at the gadgets strapped to her slender waist.

"You have weapons where there's no room to put them, and you're carrying a Personal Field Spark Tracker. Those things are illegal in eighty-three systems."

*Slag. He saw it before I could put it away.* "Okay, so you've got me. Now what?"

"That depends," he said.

"On what?"

"On whether you're going to attempt this suicide or not."

"Look," she said angrily, turning away, "if you're trying to convince me to give it up, you might as well quit while you're behind. It won't work. "

"That isn't it. I'm trying to convince you not to do it alone."

She turned back to him, her optics narrowed to slits. "And who appointed you my protector? I didn't ask for your help."

"This has nothing to do with protection. You're not the only one with a grudge."

She smiled bitterly. "Oh, I see. You want a piece of him, too. Looks like he's made himself a fan club."

"You could say that," he replied.

She shook her head. "I'm sorry, but no. This one's for Slingblade." She turned, began to walk back into thejungle, but was stopped by Depthcharge's hard grip on her elbow.

"You are slaggin'nuts," he hissed.

She shook away from him, walking on. "And you're not?"

"At least I know what I'm dealing with," he retorted, following her.

She turned around. "So why don't you get the slag off my case and let me find out?"

"I chased this thing for four stellar cycles after Omicron, and another four after he escaped from Primal. Any smart bot would find that helpful," he said, following her, for she started to walk off again.

"For the last time, Depthcharge, you're not helping me. This is my fight, and I'm going to handle it!"

"I've had a longer fight than you could ever dream of," he said.

"It's not the length. It's the *cause*," she hissed, then gasped as he clamped one of his huge hands over her mouth.

"Shut up. You trying to get us both killed?" he whispered harshly. "He's close. Very close." She quit struggling, but managed to pull his hand free of her face. Slowly, she drew the handles of her swords, her fingers ready on the switches. It seemed like forever that they both stood there in the darkjungle beneath the trees, the moonlight peeking through the spaces in the dense leaves. She waited, listening. Nothing but the silence of the late night.

"How sweet. You must invite me to the wedding." She whirled around, activating her swords. The twin blades snapped out of the handles, gleaming with a light of their own. Depthcharge whipped out his shark-shaped blaster, aiming it in the direction of Rampage's voice.

The crazed mutant laughed. "Too bad it's going to be a fimeral instead."

*          *          *          *

"So what you're basically tryin'to tell us is that we'll be lookin' at a newborn Pred, right?" Rattrap asked. Airazor and Blackarachnia nodded. The old cynic sighed. "We're all gonna die."

"Shut up, Rattrap," Optimus gave his obligatory response, then turned to the two women. "How long do you think this reprogramming is going to take them?"

"They mentioned weeks," Airazor replied. "If it works at all."

"So what can we do until then?" Cheetor asked.

"Nothing," Optimus replied. "It's too risky to storm the lair. We could damage the protoform. We've just got to wait."

"Even if they do get a new recruit, we still outnumber'em," Rattrap said.

Blackarachnia gave him a shocked look. "Did I just hear you say something optimistic?"

Rattrap grinned. "Maybe."

"In the meantime, has anyone seen Depthcharge?" Rhinox asked. Cheetor, Rattrap, and Optiums looked at each other.

"No, actually. But isn't he in his quarters, taking a rest?" the young cat asked.

Rhinox shook his head. "There's no answer on his intercom." Rattrap looked thoughtful.

"Come to think of it, where'd that freaky chick go?"

*          *          *          *

Fifty-million things were happening at once, and Depthcharge couldn't even remember who attacked first. All he knew now was that he had hit Rampage twice with a plasma blast, and Pegasus was giving him a ran for his energon with her slashing twin swords. He had never seen anyone in such a rage. Her sapphire optics were bright with fury, the glowing blades of her choice weapons reflecting in them like laser beams.

"This is no fun at all," the mutant mused. "Plenty of pain, but no terror."

"You have one sick idea of fim," Depthcharge replied, ducking another missile. Pegasus took advantage of the moment to deal a crushing swordblow. Rampage winced slightly, but other than that he showed no sign he was even affected. She leaped away before a missile could take her head off, but not before it could strike her chest sending her sprawling a few feet away.

He saw his chance, firing a string of plasma blasts from his shark-gun in succession. They landed their marks, slamming the mass-murderer against one of the towering trees. He got up, with a decent amount of difficulty, shaking dead branches from his hulking frame.

"Very nice. You've improved. That will make killing you all the more amusing." With that, he lunged at Depthcharge. The other was ready for him. He granted with force of the blow, his powerful anus taking the brunt of the attack. He brought his lower leg around the back of his enemy's knee and pulled, tripping and slamming him to the ground.

"Wrong, X," he shouted. The creature never lost his grin, simply brought his spiked knee into Depthcharge's chest with astonishing agility. The latter grunted in pain, involuntarily relaxing his grip, and it was just long enough. He felt himself thrown back onto the ground, his opponent's talons lock around his throat trying to simply crush it. He struggled, getting his fingers under the mutant's smallest digit and tearing his hands away. He was on his feet again, delivering a powerful roundhouse kick that knocked the mutant sprawling. He aimed his shark-gun and fired mercilessly.

Rampage rolled out of the way, scrambling to his feet and lunging again. Depthcharge turned and blocked, planting a punch in his enemy's abdomen. The other granted, but recovered, pushing himself away and lashing out with a spinning heel kick, which Depthcharge narrowly avoided by ducking, grabbing the mutant's leg at the same time and using it to overbalance him and send him to the ground. Now it was his turn, and he pressed the muzzle of his shark-gun to his enemy's face.

Rampage was faster. He rolled away, then lunged at Depthcharge, slamming him down and pinning the hand that held the gun with one of his crab legs, and the other fist with another crab leg. The hunter felt his prey's hands lock around his throat again, crushing him slowly, savoring the pain.

It lasted all of two nanoclicks. There was a finious yell, and the pressure lifted. He vaulted forward, rubbing his dented neck. What the slag had happened? And then he heard the sounds of a struggle, and looked up.

Pegasus had recovered, and now she and Rampage were locked in a wrestle on the ground, her swords flashing in the moonlight and it appeared the latter was winning. He slammed her face into the ground, stunning her, then turned her over so that he loomed above her like some mechanical Angel of Death, and Depthcharge saw the mutant's claws dig into her torso, tearing away circuitry and creating a yawning rupture, and her shrill screams of pain rent the air like whips. A geyser of mech fluid erupted from the opening, splattered the ground around them, and Rampage was clearly enjoying every cycle of it. Triumphantly, he lifted her off the ground, holding her out like a trophy, his hand shoved into the wound he had made, his fist caught around her pulsing spark. She just hung off the end of his arm as if he had skewered her with it, as a single shaft of moonlight fell on them, making her silver-white body almost glow. Her arms dangled uselessly, her hands still gripping the twin swords. But he could see what Rampage could not. Her left hand was tensing, pulling back.

And then she struck.

She brought the blade up from below, catching Rampage right at the joint of his elbow, the unarmored weak spot, slicing through it easily. She fell to the ground again, prying the now-lifeless fingers off her spark and ripping the hand out of her body. But Rampage wasn't beaten yet. His other hand locked over her throat, crushing her like he had just done Depthcharge. Again, she raised her sword with an expert slash, catching him at the shoulderjoint and severing the entire arm, which she then removed from her neck and tossed aside, in the same moment pressing her feet against the mutant's chest. With her last ounce of strength she kicked upward, using his own weight to send his huge frame flying. He soared through the air, crashing through the trees and landing somewhere in the shadows with a sickening crunch. Something told Depthcharge he wouldn't be getting up for a while.

But that act had cost her. She collapsed to the ground in exhaustion and pain, the swords deactivating, the handles falling out of her lifeless grip.

"Oh Primus," he muttered, making his way to her side. She was covered in her own mech fluid, the gaping hole in her torso sparking and guttering like a dying candle. Her face was dented badly and cracked, more mech fluid spilling from those gashes. Primus, it was everywhere, glistening in the shaft of moonlight that began to fade as a cloud moved in front. He was kneeling in it, sticky and wet. But he knew she needed help fast. He couldn't carry her in vehicle mode, so this would just have to do. He quickly strapped the sword handles to her belt, then carefully slid one arm under her shoulders, the other under her knees, and lifted her off the jungle floor, holding her tight as he ran for the Ark.

*          *          *          *

Tarantulas silently checked the status of the protoform again, pleased to find it still thriving. It was healthy, strong. Megatron was going to be very happy with this one.

He quickly entered another Predacon code into the suppression program. He wanted this one perfect. Slightly reckless, but nowhere near Inferno's brand of insanity. A lust for violence, of course. Not too much loyalty. The new Dinobot was starting to sicken him in that respect. But not too devious. Another Blackarachnia would be a very bad thing.

This would take a while. He had scrounged around his lair for scraps of the old reprogramming equipment, finding only the very basic things. But to create a warrior worthy of Megatron's expectations, he was going to have to build the necessary parts. And he wasn't liking this idea one bit.

But perhaps this protoform could be worth all the trouble.

*          *          *          *

The battle replayed in Depthcharge's mind again and again. Rampage holding her up triumphantly, grinning. Her tortured screams shattering the air. The mech fluid pouring from her gaping wound, flowing down the mutanfs arm and falling to the ground, fonning a glistening pool. The moonlight's misty glow adding to the horror. Her limp body hanging fi7om his fist, the two swords flashing brilliantly. Rampage's laugh echoing through the darkjungles.

And then he saw her in the CR chamber, serene, no trace of pain on her face at all. The repair cycles

working overtime, trying to patch up the hole in her torso, reshape her face. But it didn't last. The monitors began to scream. She stiffened for a moment, her head thrown back. And then the piercing monotone signaled the end, the green line that measured her spark pulse flat as the Great Plains. But as he watched in confusion, Pegasus'body began to morph and shift, melting into clear liquid, molding into another form, one that he knew all too well.

Rampage.

The glass shield of the CR chamber opened, and the mutant stepped out, grinning.

"Murderer," Depthcharge growled.

"Ain IT' Rampage said. "I didn't have the chance to stop her before she got out of the Ark. She didn't get herself killed saving *my* life, did she?"

"You're wrong, X," the hunter responded. But he knew. He knew this time Rampage spoke the truth. "I didn't kill her."

"Not directly. But you could have prevented it. And you didn't."

"No!" But it was true. He knew that. He knew it and wished he didn't. "This is it, X. This is the last innocent life you take." Without even thinking, he lunged forward. The mutant easily sidestepped him, and the hunter fell to the metal floor. And before he could get back to his feet, Rampage had pinned him with his crab legs, his hands locked around his throat, crushing hini, exactly as he had done in that battle. The pain was unbearable, and unbridled cruelty flickered in the mutant's optics.

"Too bad she isn't here to save you this time ................

Depthcharge bolted upright, his head throbbing. For a ininute he didn't recognize his surroundings. And then it hit him. He was in his quarters. *Crazy dream. Just a stupid nightmare.*

It had been four days since the battle with Rampage, and Pegasus had spent three of those days in a CR chamber. But she had come out of it perfectly fine and good as new. Where the slag had that dream come from? He sighed, knowing the answer.

Guilt.

It had been eating at him for the last four days. How he could have done something to stop her. Of course he had given a report to Optimus, but as usual, he never told him the whole story. He didn't tell him about their argument, or that he had followed her out there. Only that he had discovered her missing and had decided to look for her. It was a bold-faced lie, but he didn't care.

She blamed him for it, he was sure. Not only had she nearly been killed saving his pathetic life, but he had rained her chances of taking down Protoform X, simply by being there. She hadn't wanted any help, but he had followed her out there anyway, trying to convince her to let him. And in the end it had gone for nothing. And he knew why. The reason he had given was the truth, at least at that time. He didn't want her taking away the chance of revenge he had been waiting for so long.

And Primus knew she felt the same way. She had refused his help for the same reason. She wanted to kill Rampage herself. To avenge Slingblade? She had just tossed out the name. Probably a fhend of hers. Or possibly, and for some reason the thought gave him a peculiar twinge, more than a ftiend. He felt a catch of bitterness in him. *Fine,* he thought. *Let her be.*

*          *          *          *

He didn't want to, but Tarantulas was going to have to cut comers. Erasing the memory banks was out of the question. He knew he would have to cut out a chunk of the spark since that's where the memories were stored in this case, and that wasn't an idea he liked. Who knew what kind of warped psychotic being would come out of that pod? That last thing he wanted was another Rampage.

But he had to nullify those memories if this was going to become a Predacon warrior. The shell program? No. That had failed once already, with disastrous results. But a simple memory suppressant would do quite nicely. After all, the Maximals had possession of the Transmetal Two driver, and this warrior would be no Blackarachnia. He was going to make absolutely sure of that.

*          *          *          *

Rattrap was never so glad for a quiet corridor. The only time he felt himself free to think. And he had plenty to think about. He had basically resigned himself to the notion that they weren't going back to Cybertron any time soon. In truth, probably not at all. They were stuck here, trapped in what seemed like an endless war that they were probably going to lose.

They had lost only one comrade in total, since Tigatron and Airazor had made their reappearance. Sure, he and Dinobot had argued constantly, and as much as he hated to admit to himself, he missed the guy. Enough to try, unsuccessfWly, to bring him back by uploading the copy of his consciousness into the Transmetal Two monstrosity. It had worked for a while, but in the end failed. Just like everything else.

The sound of footsteps ahead of him broke his thoughts. He looked up, recognizing the forms as those of Pegasus and Depthcharge. He walked up to them silently, curious.

"You seem thrilled about something," Pegasus said with her usual sarcasm, keeping easy stride with the hunter as they travelled up the corridor.

"Glad to see you in working order," Depthcharge replied tersely, trying to end the little chance meeting as fast as possible. He had hoped this wouldn't happen. She gave a dry laugh.

"That's it?"

"No."

"Then what?"

He turned to her coldly. "You know dairm well what. Don't scare me like that again."

She looked at him funny. "You've faced Protoform X one on one. I thought scaring you was impossible."

"It isn't."

She smiled bitterly. "So this is the thanks I get for saving your tailfins. You know, I should just let him kill you the next time. Then maybe you'll be happy."

He looked squarely at her. "I know you certainly would. Then you could have him all to yourself

Her jaw went slack. "What? Whatever gave you that idea?"

"Oh come on. You want to kill himjust as much as I do, and you hate the competition." She said nothing, simply stared at him in indignation.

"What the slag are you *on*9" she replied, still shocked at the accusation.

He ignored the cominent. "You know, you're right. It isn't the length, it's the cause. And right now, I've got more cause to kill him than you'll ever know." He didn't know why he had said it. The words just tumbled out of him. She stared at him, her optics narrowing to dark blue slits.

"And what sets you apart from everyone else whose life he's ruined?" she asked, her voice even, raspy with anger.

"Omicron,"he answered. "You can never understand. Everyone was killed. Not just a couple of close friends.  *Everyone!* You can't even begin to imagine what that's like. Why? Because you haven't been there, and you probably never will. You don't *know* how lucky you are." She glared at him, her teeth clenched, a fierce pain burning in her optics. He didn't know why he had said what he did. He wasn't thinking. Perhaps his subconscious was what had spoken. Everything that had been buried at Omicron with the colonists. Everything that his cold restraint had learned to keep in check overtime. But whatever it was, he regretted it now. She looked as if she would break down screaming right in front of him. But she was far too proud for that. She said nothing, but the next thing he knew, her hand flew across his face, connecting solidly. He let out a yell of surprise and looked up, rubbing his stinging cheek. She was running down the corridor.

"Wait! Come back here!" he called, starting after her.

"I wouldn't do that if I were you. You're only gonna make it worse. Give her a few megacycles to cool off," Rattrap's voice sounded behind him. He turned around.

"And how would you know?"

"Believe me," the rodent replied, "I've been slapped by enough women."

He started off again. "I just want to make sure she doesn't do anything stupid."

Rattrapsighed. "Well, if there ever was a judge of stupid, it would hafta be you."

Depthcharge turned around a final time. "Shut up."

*          *          *          *

Pegasus was still fuming a megacycle later, perched on the rocky shore where she had first landed on this Pitforsaken planet. Depthcharge had been right on one point. She *had* wanted to let Protoform X kill him at first, but decided against it at the last cycle. She still didn't know why, and it bothered her to no end. But of course one like her would never admit it.

But how dare he. How dare he assume what she had been through or not. *Lucky! *, she thought bitterly. *Vvlhat the slag is he calling lucky!* She picked up another stone and heaved it into the water, watching the small toss of foam where it landed.

The sea had always held something for her since her world had been shattered. The waves rolling up the coast, fighting a battle that would never have any victors, it reminded her of her own life, her own war. Against the world, against her past, against herself. A war that would never be won until the day she joined the Matrix.

The sun began to sink lower in the sky, just touching the horizon. That also saddened her a little. She remembered the scene at the break of dawn the morning after. The devastation. And the bonfire at sunset. *No,* she thought. *1 don't want to think about that now.* But she couldn't help it. The memory was a lead weight on her chest.

"Beautiful, isn't it?"

The low, familiar voice shattered her thoughts, and she looked up, meeting Depthcharge's bloodred gaze. *Somenerve.* But for some reason she couldn't explain, her anger had subsided. Shelookedback at the water.

"You didn't hear a word I said, did you?" he asked, amused rather than angry.

"No, I suppose not," she replied, averting her optics. She wasn't afraid, but for some reason she didn't want to look directly at him. It could have been his startling height, or his chiseled profile that seemed to slice the air around him, or just the way the setting sun made his red optics glow.  He sighed. "I'm not exactly good at saying this but I'm sorry. I had no right to say that." She still didn't look at him.

"Accepted," she replied absently. There was a long pause.

"So were you serious?" She again looked at him quizzically, without wanting to. "Slingblade," he explained. "You mentioned him."

*Yes,* she thought, and opened her mouth to say the opposite. The word wouldn't come out. Instead, she clenched her fingers into a fist and shut her eyes, trying to hold back the tears, to drive them back to the center of her gut where they belonged. The last thing she wanted to do was cry in front of him. But it seemed he was unwittingly determined to make it difficult. Her fist shook it was so tight, and she felt his powerful hands encase it. She thought truthfully that she would lose it right there. But she didn't.

"I understand," he said. She looked up at the sun as it sank lower toward the horizon. She couldn't explain it, but she had the uncontrollable drive to talk, about Slingblade, about the destruction of her home, about everything. She felt strangely comfortable with his cold, hardened hunter, and it puzzled her, since not three megacycles ago she had slapped hiiii, she was so angry. But that anger had passed as she recalled the events that had led her on this manhunt for the one who had shattered her life, melted away into a sadness so strong she felt it would suffocate her, and that no one could save her because they didn't know she was in trouble. She had to tell him.

"I can't remember the day I came to Garalon Five," she began. "I just know it was the loneliest day of my life. Working in a poor mining colony was the last thing I wanted to do, but somehow Fate had decided to throw my name into the project. I met Slingblade not long after I was settled in the life of a miner. We were pretty serious, talking about our lives back on Cybertron, and for the first time since I had arrived, I was happy. But it wouldn't last.

"The day came about three stellar cycles ago. It was in the dead of night, when the whole colony had gone to rest. Our only warning of the attack was a loud roar, like nothing I had heard. I vaulted out of bed and ran outside with my glow­lainp. Slingblade met me out there, since we lived in the same housing block. The yells were coining from the center of the compound. But it wasn'tjust one cry now. It had multiplied in those precious seconds, and I recognized the strangled shrieks of some of my other friends."

She paused, the memory catching her. She shut her eyes, trying to keep the tears back. She knew he listened, even though he didn't say anything. He didn't need to. She was perfectly happy with the silence. After a cycle she was composed enough to speak again.

"We followed the sounds, to the central square of the town section of the colony, and I could do nothing but stare in horror. It was the largest being I had ever seen, towering above everything. I could see my friends and fellow colonists hying their best to attack it with whatever they could pick up. Pickaxes, shovels, anything. And it did no good. I saw him rip them open, tear them apart, feasting on their stillpulsing sparks. I stood there for two cycles, paralyzed, before I felt Slingblade pushing me, telling me to run and hide someplace safe, that he would cover me. I didn't want to. I didn't want to leave him. But I did.

"I ran for the only safety I knew: the mine shafts. There was one in particular that went deep into the mountain. We had dug it a half-decacycle prior, and had hit a very large vein of energon. But the problem with this shaft was that the rock was extremely unstable. No one was allowed to run through it, and when we walked, it was limited to two at a time. I was in such a panic that I ignored the warnings. I had gone a few yards into the tunnel when part of the roof behind be collapsed, blocking me in. I turned around, trying to dig out an opening in the fallen rocks, but then thought better of it. I was actually safer in there. So I waited."

Again she paused, trying to control herself. The same fear she had felt trapped behind the cave-in washed over her, threatened to make her break down. Depthcharge's presence seemed to give her strength, and she at last continued.

"For twelve megacycles, all I could do was listen. I knew they were dying, that he was slaughtering them all, and I couldn't do a slaggin'thing about it. Ijust sank against the rocks and prayed for it to be over. And it was. The last scream faded, and then there was silence. I knew they were all dead. I knew I was the only one left. It took me three days to dig myself free of the cave-in, and I carefully walked back out of the shaft.

"I stepped out of the mouth of the tunnel just as dawn broke. In the gathering light, I could see it all too clearly. No buildings were left standing. Homes were crumbled, gutted, and burned. Parts strewn everywhere there was room, and sometimes where there wasn't. The ground was carpeted in mech fluid, and the stench of burnt circuitry was unbearable. I looked around, not recognizing the very place I had come to call home.

"I knew there was one task left for me to do, as the survivor. I gathered up all the parts I could find in the whole colony, piling them in the central square. I found only one part of Slingblade that I could identify: his forearm and hand, and the only way I knew it was him was by the wristband, the one I had given him. After I had collected them, I built the bonfire, and....."

The words caught in her throat. She couldn't speak. The memory of sitting at the fire under the moonless sky, watching Slingblade's body bum, along with the rest of her friends and mentors, knowing she was completely alone, that the reason she survived was because she was too cowardly to face Protoform X herself, the crushing despair she felt in that wasteland that had once been a thriving colony, was more than she could bear. This snag was too strong, and the memory took its chance to strangle her, so that she couldn't move, to lodge itself like a rock in her throat. She tried to ignore it, to go on, but her words came out as a formless whimper.

And with that one display of weakness, that one chink in her emotional plate mail, it all fell apart. She felt the tears rain down her face, pouring like blood through an open wound. She was angry at herself for breaking down, for being weak, for showing vulnerability. But she could at least save some dignity by keeping the tears silent. And she did. She made no sound at all.

But he knew. She knew he knew, because she felt his arm drape over her shoulders, pulling her close. He said nothing, and she preferred it that way. There was no need for words. Quietly she sank against him, completely drained.

*          *          *          *

Depthcharge hadn't really known what to do when she started talking. Hejust listened, taking her hand when she caught at the memory of something difficult. She would pause, stare at the sun for a few moments, and then continue. But near the end, when she tried to talk about the bonfire, it all crumbled. She had broken down. Without knowing what else to do, he had put an arm around her, trying to offer some comfort. She accepted it, leaning against him.

*No wonder she slapped me*, he thought, reflecting on her tale. At least at Omicron, he'd had some manner of real weapons to fight with. This was a small mining colony. They had *nothing.* It was a complete slaughter, and she had only been saved by a foolproof hiding place. He was wrong. Dead wrong. She *had* been where he was, the survivor of a total massacre. Only she had yet to come back.

It was a while before she quieted, and he lost track of how long they just sat there, letting the waves crash against the rocks at their feet, the coastal breeze whip around them, carrying the gentle scent of the ocean with it. He wanted to say something, but seriously wondered if he should. She was silent, resting, and for some unexplainable reason he didn't want to disturb that. But he also knew that if he didn't say something, he'd go crazy. The silence was almost tangible.

"I'm sorry about what happened," he said, gazing out across the water. "You lost everyone." He felt her move, and he knew she was looking at him.

"Why be sorry? You lost the same thing at Omicron," she replied, her voice barely a whisper. He didn't want to look at her, but he did anyway. The dying sunlight glinted red on her silver features, and her deep sapphire optics looked almost black in the fading light. He could feel his hand moving, reaching up to touch her face. Primus, he *really* didn't want to. But it was as if his hand had its own agenda. The next thing he knew, he was kissing her. She didn't react at first, but after a couple of nanoclicks, she returned the favor. It didn't last very long, because his sanity finally took over, and he pulled away.  "I                                 I shouldn't have done that," he said, turning to face the sea. He couldn't look at her, for fear of

losing it again. He had screwed things up enough already. But apparently she disagreed. He felt her

small hand on the side of his face, the same side she had slapped not too long ago. He met her sapphire

gaze, and they kissed again. He didn't tighten his arm on her, for fear she would snap in two. But as the

nanoclicks grew into cycles, that fear melted like an iceberg in the tropics, and he wrapped both arms

around her shoulders.

The seabreeze turned soft and cool as the last sliver of sun disappeared below the waves, and the horizon turned seashell pink with dusk. She finally pulled away, resting against him and watching the gulls dip into the ocean, and the crescent inoon rise into the night sky. The only sounds were the cries of the seagulls, and rhythmic crashing of the waves into the rocky coast.

He had sworn long ago, after Skystryker had died in the Colony Omicron massacre, that he would never let anyone get that close again, just to lose them. He had lived through it once. He knew he wouldn't be able to take it on round two. He had kept that oath for ten stellar cycles, and now it was being thrown out the window. Why? Why was he deciding to walk on such dangerous ground again? He knew the answer.

He was sick of being alone.

He was sick of being stuck to deal with it all by himself. And, subconsciously, he wasn't going to take it anymore. He looked down at her, ainused. She was already asleep.

Maybe some oaths needed to be broken.

*          *          *          *

"Yes," Megatron said triumphantly, flying above the large raft that held his followers, watching Tarantulas and Dinobot, as they floated the pod out in the ocean, using air cushions, preparing to open it. The open sea had been the brilliant spider's suggestion, since the beast form would obviously be aquatic. "My Predacons, this will be the dawning of our victory over the Maximals at last! Make ready to welcome our newest warrior!"

Tarantulas carefully entered the release sequence, stepping back as white light seeped from the opening seal, flashing brilliantly in the night. It grew brighter as the pod's clainshell-like lid began to rise, until it was fully open to the night wind. They all shielded their eyes from the glare, waiting for it to subside. It finally did, and Megatron stared as surface of the water broke, and the newborn Predacon made its first appearance.

It was tall, almost as large as Rampage, with a long, graceful neck and small head, a high, curved spine and thick tail, and four large flippers. The moonlight glistened on its smooth, green skin, glowed in its cold grey eyes. Megatron recognized it immediately from Earth records back on Cybertron.

A plesiosaur.

One of the ancient giants of the waters. He was pleased. Very pleased.

The behemoth of the sea looked up at him. "Who am I?"  The voice was young, male, with a cold, resounding quality.  Megatron looked back at him. "You will be called Leviathan."

...TO BE CONTINUED...