Hidden in the recesses of the dark side of the moon, Megatron's body was in a state of self-repair. He had been like this for stellar cycles, in a form of stasis similar to a coma. However, his repairs were almost complete, and his processor was slowly pulling him back into the land of moving parts. He growled in frustration, remembering the defeat he suffered at the hands of the Autobots in their last encounter. The stiffness of his joints, and his solitude on a moon only added to his humiliation.

Finally, feeling returned to his limbs again, he climbed to his feet and scanned the horizon. After looking around, he caught sight of the vague silhouette of his ship. His optic sensors narrowed and he jumped into the air, transforming into vehicle mode before darting towards the ship. As he flew towards the ship, he took note of several scattered bodies dotting the ground leading towards the Nemesis.

Many were faceless vehicons, but he could see one or two of his Decepticons on the ground, their sparks having been extinguished. The number only seemed to increase as he made his way inside. He looked around and saw more bodies strewn across the floor and several stasis tubes cracked open. Thankfully, most of them were still intact and functional.

He approached the first one, deactivating it and lifting the lid. As the stasis gas billowed out, Soundwave slowly emerged, his screen showing nothing but snow at first as he began to reboot his hard drive. After regaining his senses, he gasped at the sight of his great leader.

"Lord Megatron." he let out, immediately bowing. "You are online."

"Indeed." Megatron confirmed. "So few of us are. Quickly! We must awaken the other Decepticons!"

"As you command." Soundwave acknowledged.

The two began opening every stasis pod they could, pulling the Decepticons from their slumber. Among the survivors were Blitzwing, Lugnut, Black Arachnia, Starscream, Knockout, and Breakdown.

"Ah, it's good to be back in the land of moving parts." Knockout commented, stretching his limbs.

"Tell me about it." Breakdown replied. "Any idea how long we were out?"

"Not a clue." Knockout replied.

"Well, you're about as useless as ever." Black Arachnia grumbled, giving her spider legs a stretch.

"You wanna run that by us again?" Breakdown threatened.

"You heard me you overgrown engine blocks." he snarled, pointing a claw at them.

Suddenly, a long line of ice shot out, freezing Black Arachnia's forearm. She looked at her frozen servo before turning to the culprit.

"As usual Black Arachnia, your temperament is as unpleasant as that Insecticon mode of yours." Blitzwing informed her with his purple face.

"Blow it out your actuator three-face." she snapped, shattering the ice on her arm with a flick of her wrist.

Blitzwing's face shifted to his angry red one as he approached her furiously.

"How many times do I have to tell you, Insect?!" he howled. "The name in Blitzwing! Remember it, cause it's the last thing you'll hear before I-!"

His face then shifted again, becoming the pixelated one.

"-Express my feelings in song!" he announced before breaking out into an off-key version of 'the Itsy Bitsy Spider'.

Black Arachnia went to tackle the singing Decepticon, but was intercepted by Lugnut, who grabbed her by the back and hoisted her into the air.

"Put me down you son of a glitch!" she demanded.

"Black Arachnia..." Starscream let out, shaking his head. "Considering how few of us there are left, we can ill afford to lose anyone else to infighting in the ranks."

Black Arachnia scowled, but ceased struggling. Only then did Lugnut put her down.

"As rare as it is, Starscream speaks the truth." Megatron agreed as he walked up to them, causing all Decepticons to stand at attention. "If we are to survive in this new world and claim victory over the Autobots, we must act as a united front. And that means each and every one of us! Understand?!"

There was a chorus of affirmatives from each Decepticon, including Black Arachnia.

"Excellent." Megatron nodded. "Now, our first course of action will be to get this vessel repaired. Soundwave, approximate how long repairs will take."

"Calculating." Soundwave declared from his post at the bow of the ship. "Damage assessment, critical. Estimated repair time: 3 Deca-cycles."

"And what are we to do in the meantime?" Starscream asked. "Wander about on this forsaken moon?"

Blitzwing's face shifted back to his purple one as he glanced through the broken window of the ship.

"Perhaps it would be a good idea to find a temporary base of operations on the planet below." he suggested, pointing towards the Earth.

"An excellent idea Blitzwing." Megatron commended. "Perhaps materials to repair the ship may be found as well. We make for the planet! Decepticons, transform and rise up!"

Each Deception transformed into vehicle mode before taking off out of the ship, leaving the vehicons behind to begin the clean-up process.

...

Sitting in his office in the DHS headquarters, Agent Fowler replayed the Detroit PD security footage for perhaps the umpteenth time that morning. It showed Fanzone's 'crazy girl' walking through the metal detector before it went completely nuts. The techs had reset the detector and run a full diagnostic, but had found nothing wrong with it.

What really threw Fowler for a loop was later footage of the girl at Fanzone's desk. The footage was far too grainy to make out any major details, but from what he could tell, she merely touched the computer's keyboard and it started downloading files.

"What are you, kid?" he questioned.

He was so focused on the footage that the sound of his desk phone going off nearly had him jump out of his seat. Quickly composing himself, he grabbed the phone.

"Fowler." he greeted.

"Sir, we've detected several unidentified bogies entering earth's atmosphere." a soldier explained. "Their heading shows them coming in for a landing near Anchorage."

"How many are there?" Fowler questioned, getting to his feet.

"Ten, sir." the soldier answered. "What are your orders?"

"Attempt to establish radio contact." Fowler ordered. "They fail to respond, take them down with extreme prejudice."

"Yes sir." the soldier replied.

The call ended as Fowler closed his computer. He wasn't sure what was going on, but he had a feeling in his gut that he would want to watch what happened next.

...

The cons made their way into the upper atmosphere of earth, Knockout and Breakdown hitching a ride on a pair of vehicons since they both had land based vehicle modes. The group soared through the skies until they were intercepted by a large battalion of fighter jets. The pilots looked out at the cons.

"Base, this is Alpha squadron." one of the pilots announced. "We've intercepted the bogies."

"I've never seen planes like these before." another pilot announced.

"So, the lifeforms of this world want to play." Starscream remarked. "If they insist."

"Wait, Starscream!" Megatron ordered. "Let's let this play out. I'm curious to see all that this world has to offer."

"But I... I mean, as you wish, Lord Megatron." Starscream relented.

One of the pilots flipped on a speaker, addressing the cons.

"Attention unidentified aircrafts!" he shouted. "You have entered restricted airspace! You will be escorted to the Joint Base Elmendorf-Richardson base! Resist, and we will be forced to use deadly force!"

"Any idea what these creatures are saying?" Breakdown questioned.

Knockout activated his translating software, shifting it until he came across a recent update. Installing it, the next declaration came through crystal clear.

"Unidentified aircrafts!" the pilot tried again. "You will submit to the escort! Failure to comply will result in your immediate destruction!"

"These lowly creatures dare to give orders to the great Megatron?!" Lugnut exclaimed. "They must be taught the power and majesty of the Decepticons!"

"Patience, Lugnut." Megatron told him before flipping on his external speakers. "We will comply."

"Acknowledged." The pilot replied before turning off the speakers. "Contact established. Escorting unknown crafts back to basecamp."

"Copy Alpha Squadron." the base commander confirmed. "Units standing by."

The jets began escorting the cons towards their basecamp as Knockout's Vehicon flew closer to Megatron.

"If I may be so bold, are you sure it is wise to allow ourselves to be taken by the primitive life forms of this planet?" he questioned.

"Calm yourself, Knockout." Megatron ordered. "I said I wanted to see what this world had to offer, and these imbeciles are leading the way."

"An excellent ploy, oh wise and glorious Megatron." Lugnut praised.

Black Arachnia let out a disgusted groan as they flew onward.

...

After about an hour of flying, the Decepticons were led to Joint Base Elmendorf-Richardson. They all landed in the large airstrip, their optic sensors scanning over the various vehicles that were coming out to meet them.

"I take back my earlier skepticism, Lord Megatron." Knockout commented. "Seems we have a certifiable buffet of vehicle modes to choose from."

"Indeed." Megatron concurred. "This will be an excellent way to test their might against ours."

About that time, loud speakers crackled as the General in charge of the base began speaking.

"Unidentified crafts!" he shouted. "Shut off your engines and exit the vehicles!"

Blitzwing let out a crazed laugh.

"If you insist!" he cackled.

One by one, each of the cons transformed into their robotic forms, immediately drawing their weapons. The soldiers present were shocked beyond belief by the giant robots standing before them.

"General..." One soldier gulped. "I don't think these things are from around here."

"Decepticons!" Megatron shouted. "Eliminate these pests!"

"I thought he'd never ask!" Breakdown let out, forming his hand into a hammer and beginning to smash the tanks and jeeps present.

The soldiers began opening fire of the Decepticons, but their gunfire proved ineffective against the thick metal plating of the robots. If anything, it merely served as a minor annoyance.

"This is the best these humans can do?" Starscream asked as he formed his hand into a gun. "Truly pathetic."

He then began opening fire on them, his gun chewing through their defenses, as well as the concrete, as if it was made of tissue paper. As the forces engaged the Decepticons, Megatron turned to Soundwave.

"Soundwave, see what you can learn about this new world from here." He requested. "This is a military base, so there must be an information hub somewhere."

"Acknowledged, Lord Megatron." He replied. "Laserbeak, deploy."

His chest plate opened and the small drone launched into the air in front of the Decepticon.

"Operation: Acquisition." he declared.

The drone flew off to complete its designated mission. Soundwave remained in place, monitoring Laserbeak's progress. The two Vehicons moved in around him, acting as his protection while he worked. They shot at anything that moved, be it fleeing soldiers or vehicles trying to retaliate.

Black Arachnia chose a more direct approach, switching into her Insecticon mode before scuttling along the walls and jumping on top of various vehicles. Her spindle-like legs pierced through the armored vehicles as she chuckled.

"Haven't had this much fun since the battle for Iacon." she remarked.

Blitzwing meanwhile kept alternating between shooting fire and ice at the soldiers, frying and freezing many in response.

"Take that you puny insects!" His pixelated face howled in delight.

As Starscream continued firing, he glanced up at several fighter jets moving to fly over them.

"Enough wasting time on the ground." he decided. "Time to show these fools what a real flyer can do."

His eyes flashed as he scanned one of the jets. The second it completed, he transformed into the jet, taking off into the sky after the others. He flew towards the jets and began opening fire at it, his lasers reducing the jets to scrap metal. Blitzwing looked up at the fighting, his pixelated grin growing somewhat bigger.

"Ooh, that looks fun!" he cheered. "I want to join!"

He looked around for a jet to scan, but then his scanners rested on an approaching tank. His face spun, becoming his angry red one.

"Wait, the tank!" He shouted.

He then switched back to the blue face.

"No, we should take the fighter jet." he rationalized before switching back to the red face.

"No! The assault tank!"

This went on, his faces switching between his blue and red face as he tried to come to a decision.

"Jet."

"Tank!"

"Jet."

"Tank!"

"Jet."

"Tank!"

"Oh for the love of..." Breakdown let out, slapping Blitzwing upside the head.

His face spun around before switching to the pixelated face.

"Ooh! Why not scan both?!" He suggested.

He did just that, scanning both the jet and the tank before choosing the former, taking off into the sky to bash some jets. Breakdown watched him go before glancing back at Knockout.

"You sure there's no way to shut down two of those faces of his?" he asked.

"Believe me, I've been looking." Knockout replied.

By this point, most of the base was either reduced to rubble, on fire, or both. Several soldiers took cover behind some rubble as they tried to call for backup.

"We're taking heavy casualties out here!" one soldier cried out. "We need help."

"Send in the bombers!" The General ordered. "Blow those things to kingdom come!"

...

While most of the men were busy dealing with the Decepticon threat, they were clueless to Laserbeak's infiltration deeper into the base. Those that did quickly fell prey to the drone's blasters or simply dove for cover. Eventually, the drone made it to the center of the base, locking its sensors onto the information hub. It landed on it quickly, clamping down on the main computer tower and beginning its download.

All across the hub, computers were going completely nuts, firewalls disintegrating under Laserbeak's attack. A few techs who were hiding under their desks noticed their screens and completely panicked.

"It's after the files!" One shrieked.

"Cut the main line!" Another shouted.

One tech made a beeline for the kill switch, yanking on it desperately. Unfortunately, it was padlocked in the off position. With no other option, the tech grabbed a fire axe from off the wall, swinging it at the power lines. Sparks flew with each chop until the power to the tower was finally cut. With his information line severed, Laserbeak let out a high-pitched shriek, releasing the tower. It then began firing randomly around the room in retaliation. The techs all dove for cover once more, screaming over the ruckus of the attack.

...

In the wake of the call for bombers, all of the soldiers had retreated, even those who'd stayed to try and fend off the cons. The Decepticons watched them retreat, smug in their apparent defeat and the cowardice of their enemies.

"That's right!" Blitzwing shouted, landing as he went into robot mode, his red face in charge. "Run you pathetic organics!"

"Such a shame." Black Arachnia lamented, landing and shifting back to normal. "I was just starting to have fun."

Starscream landed as well, looking around skeptically.

"Master, I do not like this." he voiced. "I fear these creatures are plotting something."

"I welcome whatever challenge these humans can provide." Megatron boasted. "Such as it is."

All of a sudden, a massive explosion shook the base as the area behind them went up in flames. The cons stumbled slightly, turning to see a large ship flanked by a group of bombers closing in on the base. Megatron smirked, liking what he saw.

"That... will do nicely." Megatron remarked, scanning the larger ship.

Lugnut saw his master scanning the bombers and quickly locked his optic sensor on another. The two then transformed, taking off towards the bombers. Black Arachnia glanced around at the wrecked airfield, eventually laying eyes on a battle helicopter.

"Can't let lughead have all the fun." she decided as she scanned it.

Transforming, she took off after the two bombers. Starscream transformed as well as Blitzwing switched to his pixelated face.

"Hey, wait for me!" he cried out, flying after them.

The group flew up to meet the bombers, much to the pilots' terror.

"Sir, whatever these things are, two of them just turned into our bombers!" One pilot cried out.

"They got the battle copter and a few jets too!" another pilot realized.

"Damn." a third pilot let out. "Take em out quick! Hit em fast and hard!"

The bombers flew up, getting above the cons and dropping a load of missiles on them. Blitzwing and Starscream quickly began blasting, catching several in midair and causing them to explode. The two then flew towards the bombers themselves and began opening fire on them. Some of the stray blasts hit the bombs inside, causing them to explode and blow a massive hole in one of the bombers, sending it crashing on top of a few other planes.

"Such pitiful resistance." Starscream chuckled. "Hard to believe that these creatures possess the power that overrode Massacre's processor."

"You would be wise to exercise caution on how you mention that bug, Starscream." Megatron threatened.

Starscream's voice box stalled for a second.

"Apologies, Lord Megatron." he replied. "Slipped out."

At that time, Laserbeak flew out of the building and returned to Soundwave, attaching to his chest once more.

"Lord Megatron," Soundwave spoke up. "Operation Acquisition status: halted. Information hub, destroyed. Download, incomplete."

"Scrap." Megatron let out. "Decepticons, fall back! There is no need for our presence here."

"Affirmative, Lord Megatron." Soundwave declared. "Accessing downloaded files. Searching for viable vehicle mode."

After a second, his face screen showed a loading bar that filled up in a matter of seconds.

"Search complete." he announced. "Ready to comply."

He then shifted into what looked like a stealth drone, taking off into the sky. Breakdown and Knockout switched into their Cybertronian vehicle modes, driving off. The rest of the Decepticons went to do the same, then Megatron turned to Lugnut.

"Make sure they cannot follow us." he demanded.

"As you command, Lord Megatron." Lugnut complied.

Lugnut then flew back around and transformed into his robot mode. His hand shifted until a single red button rested at the top of his fist. He went flying at the largest bomber, his fist connecting with an explosion that rippled through the sky. The large con was send backwards by the blow, but easily recovered in midair, shifting into vehicle mode before flying after the cons.

...

The cons flew from the base, heading out of Alaskan airspace and into the Canadian wilds. Once they were certain they had put enough distance between them and the remains of the base, the flyers all landed, shifting back into robot mode.

"Well, that was a pleasant outing." Blitzwing's pixelated face commented. "And I got two new vehicle modes to play with!"

"Glad you're pleased." Black Arachnia replied dryly. "So what now?"

"Our mission has not changed." Megatron answered. "Finding a base of operations on this planet is crucial."

"Considering our recent bout with the organics of this planet, wouldn't it make more sense to retreat back to the moon, where they cannot reach us?" Starscream questioned.

"I will not cower in fear of such lowly, pathetic insects!" Megatron snapped, grabbing Starscream by the wing and digging his claws into the metal. "Besides, Optimus and the rest of his Autobots were making for this planet when they went down."

"Odds are the crash did them in." Knockout rationalized. "They're probably rusting away in that ship of theirs."

"Optimus' spark is not so easily extinguished." Megatron told him, releasing Starscream and shoving him aside. "We have centuries of conflict to prove as much."

"Lord Megatron." Soundwave interjected, his face screen flashing. "Energy signature detected. Identification: Energon"

"Energon?" Starscream let out, rubbing his dented wing. "On this mud ball?"

"Affirmative." Soundwave replied. "Location: 20 kliks north."

"It couldn't be the Autobots... could it?" Breakdown questioned.

"We must find out to be certain." Megatron decided. "Lugnut, Blitzwing, scout ahead and report what the Energon source is."

"As you command, Lord Megatron." Lugnut replied.

"If it is the Autobot scum, we will crush them into sheet metal!" the red-faced Blitzwing assured.

The two then transformed and flew up into the sky, heading towards Soundwave's coordinates. The rest of the cons waited, and after a minute, their comms crackled to life.

"Lord Megatron, we found the site." a blue-faced Blitzwing reported. "There are no signs of the Autobots."

"And the Energon?" Megatron questioned.

"You will want to see this for yourself." he replied.

...

The cons arrived at the site, landing in front of a large cave entrance. There, Blitzwing and Lugnut were waiting. However, there was no sign of the Energon.

"Where is the Energon?" Megatron demanded.

"Follow us." Blitzwing insisted, switching to his pixelated face. "Oooooh, I can't wait to see the expressions on your faceplates!"

Megatron just rolled his optics as he followed the two cons inside. The cave grew dark as they left the light of the surface behind, but before any of them could activate their lights, a faint blue glow began to illuminate the caves. It grew ever brighter as they entered a giant chamber, the sight of which had all the Decepticons speechless.

The cave was covered in large, glowing blue crystals. They were all over the walls, the ceilings, and even hung down in large clusters like fancy chandeliers. From the sheer amount of them, it was clear this cluster had been growing for several millennia at least.

"By the All Spark..." Knockout let out.

"I haven't seen this much Energon since the war began." Starscream marveled.

"So... this is what Optimus was after." Megatron mused. "A pity for him we found it first."

Soundwave scanned the cavern, taking in the Energon and running some calculations. Eventually, his faceplate pinged.

"Estimated amount of Energon: Unknown. Estimated time of excavation: Unknown."

"Do you believe there is enough to restart Cybertron?" Megatron questioned.

There was a slight pause before Soundwave answered.

"Affirmative."

"Then we start mining immediately!" Megatron declared. "Gather the vehicons. Have them transport the remains of the Nemesis here. We will work on the repairs while we gather the means of our inevitable victory against the Autobots. And this time... nothing will stop the reign of Megatron!"

...

Agent Fowler arrived at the remains of the Joint Base, amazed by the amount of carnage there was. Emergency crews were working overtime to put out fires and pull survivors from the rubble. Those that had already been recovered were being tended to in large medical tents. What put Fowler on edge was the number of white blankets lined up along the runway, covering the bodies of those soldiers killed in the battle.

"Agent Fowler!" The general in charge called out, running up to the man. "Headquarters said you were coming."

"General." Fowler greeted, shaking his hand. "Sorry for your losses. Any idea what did this?"

"I'll be honest sir, I've never seen anything like this." The General admitted. "You're going to think I'm nuts."

"Son, I've seen enough crazy stuff during my time as an Army Ranger." Fowler retorted. "Just try me."

The General took a deep breath, then let out a sigh.

"Sir... we were attacked by giant robots." he explained.

Fowler was taken aback by the answer, raising a skeptical eye.

"Something tells me I'm gonna need the full story." he surmised.

"I sent a team to intercept the ten bogies that were detected." The General explained. "We brought them back to base and attempted to have the crew exit the planes. That's when the planes... transformed into giant, killer robots. They attacked the base, did something that allowed them to take on the form of our various aerial vehicles, and attempted to steal classified files from the information hub."

"You're kidding me." Fowler let out. "That's the second breach I've had to deal with in the last week!"

"With all due respect sir, I doubt very seriously that the first breach was caused by a robot landing on the main computer tower and destroying the firewalls like they were nothing." The General replied.

Agent Fowler went to retort, but his words were caught on his tongue as he processed what the General had said.

"Say that again?" he asked.

"I said the robot just landed on the tower-"

"And just started downloading files?" Fowler interjected, recalling the footage he'd been reviewing. "That can't be a coincidence."

"Sir?" The General let out, utterly confused. "What are you saying?"

Fowler turned and began walking away.

"I'm saying that there's more to these attacks then meets the eye." He answered. "Something big's about to go down, and I need to find out what."