Moments ago, a wormhole generated by the evil Xiatronians appeared right by the planet Demicron, causing it's inhabitants to panic. Jazz, Cliffjumper, and a group of Demicronian warriors agreed to travel to Xiatron to shut down Zainex's wormhole device. Little do they know, Zainex is more than ready for them…

"Man," Jazz began, "I hope this works…"

"Don't worry, buddy," said Cliffjumper, "Everything's going to be OK, I mean, good always triumphs over evil, right?"

"That is not always the case, Cliffjumper," Starlight replied, "The Xiatronians are the worst of all evils, most who challenge them perish, keep that in mind…"

"Say what you will about the enemy being stronger and all," Cliffjumper said, "All I know is I'm not dieing tonight!"

"Just be prepared," Starlight replied, "Never underestimate the enemy."

"He's right Cliffjumper," Jazz began, "You remember everything Optimus taught us, right?"

Cliffjumper thought a moment, remembering the encounter he had with Optimus Prime a while ago. "Y…Yeah, Jazz," he replied, "I remember…"

"Alright, everyone!" Starlight said, "We are about to enter Xiatronian airspace! When we land, we are to make a full blown assault on Zainex's palace! Be ready!"

TIME: A few moments earlier. PLACE: Zainex's palace. Zainex and Gravimus have known of the Demicronians plans and are anticipating their arrival.

"How does it look out their, Gravimus?" Zainex asked, "Are our forces well equipped for this battle?"

"Yes, almighty Zainex," Gravimus said, "They are prepared for anything they can throw at us!"

"They'd best be," Zainex said, "For I do not quite feel like fighting today…"

"Do not worry, almighty Zainex," Gravimus began, "We will make sure that your hands do not get soiled."

"Go, Gravimus!" Zainex said, "Lead the Xiatronians to their final victory over the Demicronians!"

"With pleasure, almighty Zainex!" Gravimus exclaimed, running out.

"Today will be a great day in Xiatronian history," Zainex began, "And it's only the beginning…"

Outside the palace, the Demicronian shuttle has landed. Jazz, Cliffjumper, and the Starions all step out of the shuttle followed by the rest of the Demicronian forces. They look around and see that the area is clear.

"Alright!" Starlight shouted, "Let's Move!"

But before any of the Demicronian forces can respond to Starlight's command, a blast comes from nowhere and strikes a Demicronian, the blast goes right through him.

"Scatter!" shouted Starlight. The Demicronian forces scattered quickly, taking safe positions at the sight of the advancing Xiatronians.

"Demicronians!" exclaimed Gravimus, "Prepare to meet your makers, fellow Xiatronians… CRUSH THEM!"

At Gravimus' order, The Xiatronian forces advance, firing their weapons, gunning down some Demicronians in the process.

"We're vastly outnumbered!" exclaimed Starray.

"We won't last much longer!" shouted Neutron.

"They're only toying with us!" added Super Nova

"Stand your ground, Starions!" Starlight replied, gunning down a Xiatronian warrior, "If we are to die, so be it, but let it be known we died an honorable death!"

In another section of the battle field, Jazz, Cliffjumper, and Doggstar are standing their ground… barely…

"There's way to many of them!" Doggstar shouted, "We're doomed!"

"C'mon man!" Jazz exclaimed, "You can't go giving up before you've even fought!"

"You're right, Jazz," Cliffjumper began, "We have to try and advance! It's our only hope!"

"You guy's go ahead!" Doggstar shouted, "I'll cover you! Good luck!"

"Alright, then, it's settled!" Jazz yelled, "Cliffjumper! Transform and roll out!"

Jazz and Cliffjumper transform into their car modes and speed off, twisting and turning to avoid the bodies of the fallen Demicronians and Xiatronians, and accelerating to run down the Xiatronians in their way. For a moment, it looks like they might actually make it inside the palace, until Gravimus cuts them off.

"Where do you think YOU'RE going!" Gravimus shouted, "You cannot get past me, aliens!"

"Watch us!" Cliffjumper exclaimed, speeding towards Gravimus.

"Cliffjumper, WAIT!" Jazz shouted, "You're no match for him in car mode! Pull back!"

Jazz's warning comes too late, though. As Cliffjumper was charging at Gravimus, Gravimus shot at Cliffjumper. Cliffjumper was struck right in the center of his hood. Although in great pain, he continued his charge, but Gravimus' second shot struck him on the side. the shot struck him with so much force, that he rolled over numerous times before making a stop, transforming into robot mode, he lies face down on the ground, alive, but in an extreme amount of pain, as can be seen by the cracks and dents on his body.

"As I said, alien," Gravimus said, grinning, "You cannot get past me."

"Cliffjumper!" Jazz exclaimed, transforming into robot mode, "I'll make you pay for that one, Gravimus!"

"Oh, it's you…" Gravimus said, "I have a score to settle with you, alien. You took my optic, now I take your LIFE!"

"All I can say," Jazz began, "Is to bring it on!

"Gladly." Gravimus replied, tossing his gun aside, "No weapons this time, just robot to robot…"

"Fine by me," Jazz replied, "But how do I know I can trust you?"

"The answer to that question is quite simple, alien," Gravimus said, charging towards Jazz, "YOU DON'T!"

Gravimus tackled Jazz and the two of them threw punches at each other. Jazz then threw Gravimus off of him and lunged towards Gravimus. Gravimus dodged Jazz's attack and elbowed him in the back. Jazz fell down on his back and turned around just in time to see Gravimus' foot fall towards his face, Jazz rolled out of the way a split second before Gravimus' foot would have made impact. Jazz swept his leg at Gravimus, tripping him. Jazz picked himself up and he stood on his feet, Gravimus did the same. Both of them standing, they lunged towards each other, throwing punches left and right, Gravimus was the first to connect, knocking Jazz down. Gravimus then pinned Jazz to the floor, choking him. Jazz connected with a punch, and Gravimus flew back. Jazz stood up just in time to see Gravimus coming towards him. Jazz jumped out of the way in time and kicked Gravimus in the back of his head. Gravimus fell on his back and turned around to Jazz looking over him.

"It's over, Gravimus," Jazz said, "I'm giving you this chance to surrender."

"Surrender is not in my vocabulary, alien!" Gravimus replied, reaching for the gun he threw aside.

"Alright then," Jazz began, "I guess I have no choice…"

"Neither do I!" exclaimed Gravimus, firing at Jazz.

Jazz moved out of the way, but the shot grazed his shoulder.

"Arrrgh!" Jazz yelled, "I knew I couldn't trust you…"

"Then you're smarter than I gave you credit for, alien," Gravimus said, pointing his gun at Jazz's head, "I'm sorry to have to do this, that was the best battle I've had in years…"

"I'M SORRY AS WELL!" exclaimed Jazz, who pulled a gun from behind his back and fired it at Gravimus. The shot hit Gravimus right between the eyes and Gravimus fell down, dead.

"I really hated to do that…" Jazz said to Gravimus' body. He then ran to check on Cliffjumper, "Cliffjumper, you OK, buddy?"

"I…I've been…better…" Cliffjumper replied, "But…I'm…ready to…take on…Zainex…"

"No, you're not," Jazz said, "I'm afraid you're in no shape to fight Zainex…"

"As...much as…I hate to…admit it…" Cliffjumper began, "You're…right..."

"Well," Jazz said, "Looks like it's just me then…"

"You can…do it…Jazz," Cliffjumper said, "Just…remember that…the fate of…a world relies on you…just let me regain a little bit of my strength…I'll come help a little while"

"No need to buddy," Jazz replied, running into the palace, "'Cause I'm gonna take Zainex DOWN!"

"Good luck, buddy," Cliffjumper said, "You're…going to need it…"

Making his way through the palace, Jazz finds the throne room…and Zainex, who is sitting on his throne

"Welcome to my palace, alien," Zainex said, sitting on his throne, "I see you've gotten past Gravimus. I hoped I would not have to do this, but it looks like I must exterminate you myself…"

"Enough talk!" Jazz exclaimed, "If defeating you is the only way to stop the wormhole, then so be it!"

"Very well, then" said Zainex, standing up "Very few get to see the true power of Zainex, so consider yourself lucky, alien…"

With that said, Zainex began his own transformation process, in which he transforms into a massive flying cannon. Jazz just stands there, in awe of what Zainex has become.

"Surprised, alien?" Zainex asked, "Well enjoy the sight while you can!"

Zainex fired a blast, Jazz transformed into a car and drove away just in time. Zainex took to flight and fired multiple blasts, Jazz was able to dodge most of them but the last one struck him on the side. Transforming into robot mode, Jazz rolled on the floor, firing his gun multiple times at Zainex, a few of Jazz's shots hit Zainex, while not enough to defeat him, it made him transform to robot mode. Zainex landed on his feet, right next to Jazz.

"I'm impressed," Zainex said, "Most people don't make it past my flying cannon mode, I'll just have to crush you with my bare hands then…"

""I'm not beaten yet, Zainex," Jazz said, standing up, "You'll have to kill me to stop me!"

"So be it…" Zainex said. Jazz tried to throw a punch at Zainex, but Zainex caught his fist.

"Please," Zainex said, squeezing Jazz's fist, "I thought you we're smarter than that…"

Jazz was writhing in pain from Zainex squeezing his hand, but concentrated long enough to use his free hand to connect with a punch. Zainex stepped back, letting go of Jazz's fist. Jazz threw many more punches, all of them connecting, but Zainex was not effected in the least.

"My turn." Said Zainex. And with one uppercut, Jazz flew halfway across the room.

"I thought you'd be more of a challenge," Zainex said, "Oh well, it was fun while it lasted…"

"The fun's not over yet!" exclaimed Cliffjumper, in car mode, "In fact, it's only just begun!"

Cliffjumper sped toward Zainex, running him down. Cliffjumper quickly transformed into robot mode and started firing at Zainex. Zainex tried to shield himself, but most of Cliffjumper's shots hit him, but the outcome wasn't what Cliffjumper wanted, Zainex stood up.

"You have a lot of courage, alien," Zainex began, transforming into his flying cannon mode, "You've taken a lot out of me, but I still function! You can never defeat me!"

"Cliffjumper…run!" Jazz yelled, struggling to stand, "I'll draw his fire!"

"No way, Jazz!" Cliffjumper replied, "We're in this together, besides, I've got a plan!"

"Well, you'd better execute it!" Jazz shouted, "Look out!"

Zainex fired a blast at the two Autobots, but they leapt out of the way just in time. The Autobots transformed into car mode and sped off, winding through the hallways, barely avoiding Zainex's blasts.

"What's the plan, buddy?" Jazz asked.

"Follow me!" Cliffjumper said, turning left into a room. The room the Autobots went into was Gravimus' lab, containing various devices, included in them was the wormhole device.

"There's the wormhole device!" Jazz said, "We have to destroy it!"

"Wait a second!" Cliffjumper said.

"But…" Jazz said.

"Trust me!" Cliffjumper said

Right then, Zainex flew into the room, busting through the wall. "Prepare to be annihilated!" yelled Zainex, firing a blast.

"Now, Jazz!" Cliffjumper shouted, "Let's speed on out of here!" The two Autobots sped off, Zainex's blast struck the wormhole device, shattering it to pieces.

On Demicron, Nightwatch, looking through the window in his office. He sees the wormhole dissipate and sighs with relief.

"They did it," he said, "They really did it…"

On Xiatron, Zainex's reaction was much different…


Zainex fired a blast, it missed Jazz and Cliffjumper, but it hit something, a dozen containers of nitro glycerin, the lab exploded, and the rest of the palace began to explode. Jazz and Cliffjumper, who had barely made it out of the lab before it exploded, were speeding towards the exit of the palace, with Zainex not far behind, firing blasts at them.

"You cannot escape, aliens!" Zainex yelled.

"Oh yes we can!" Cliffjumper yelled.

"The exits in sight!" Jazz yelled "Just a few more feet!"

"Floor it!" Cliffjumper exclaimed, accelerating rapidly.

The two Autobots made it out seconds before the palace exploded. Zainex, on the other hand, was not so lucky, he was caught in the explosion. While they were speeding off, they heard a faint voice in the distance, almost dwarfed by the explosion, it said "From my ashes will come others…" Those were the last words of Zainex. Jazz and Cliffjumper pulled up to the Demicronian shuttle to find the Starions and the surviving Demicronian warriors waiting for them.

"Way to go, guys!" Starlight said, "You saved Demicron!"

"Thanks for your praise, guys," Jazz began, transforming to robot mode, "But can we save it 'till we're on our way back to Demicron?"

"Yeah," Cliffjumper added, also transforming to robot mode, "I'm ready to get off this damn planet!"

"Alright then!" Starlight said, "Next stop…Demicron!"

"About time!" said Cliffjumper, as they all boarded the shuttle. The shuttle then took off for Demicron.

EPOLOUGE: On Demicron, Nightwatch, Azzra, and the Starions stand with Jazz and Cliffjumper at the doorway to the medical center.

"So," Nightwatch asked, "what are you two planning to do now?"

"Well," Jazz began, "We want to find our way back to Cybertron eventually, but, until that time comes, I want to stay here…"

"I would also like to stay here," Cliffjumper said, "If that's alright with you guys."

"Of course it's alright!" Nightwatch replied, "We have extra quarters you can use until you're ready to go!"

"Thanks, doc," Jazz said, "Thanks, everyone…"

"Well," Cliffjumper said, "It's not Cybertron, but it'll do for now. Hey Doctor Nightwatch, where are those quarters you were talking about, I need to take a rest…"