So, this idea came to me after I for some reason decided to binge watch the Transformers Prime show, great series, much better than it's subpar sequel Robots in Disguise. After watching the show a few times over, I decided to read up a bit on the Prime's continuity to see if I can find anything to help inspire me to write a story and I came across the Covenant of Primus bit and the origin of the Thirteen Primes and how they fell apart with Liege Maximo, Solus Prime's death and all that.

This will pick up with Megatronus Prime, now 'The Fallen's self-imposed exile after the death of Liege and Solus and will go on until about a year before the start of Transformers Prime.

As for the Fallen's appearance, he looks a lot like Megatron when he was resurrected by Unicron from the Rise of the Predacons movie but mainly black with red and orange biolights to give him that demonic furnace like appearance.

Disclaimer: I don't own any Transformers characters seen, mentioned or used.

The first few hundred thousand Vorns after Megatronus's self-imposed exile from Cybertron and into the far reaches of space, all he felt was sorrow. Sorrow at the lost of his beloved Solus Prime, the only one of the Thirteen that truly cared for him, that didn't seem him as some rage filled beast that was one decision away from betraying the rest and either join Unicron's side, assuming the fragger was still functional, or just simply try to bring the universe under his heel.

He also felt sorrow, much as he hated it, for the death of his brother and fellow Prime, Liege Maximo. Despite that in the end they were enemies, there was a time where the two, nay the all Thirteen were brothers and sister, both in arms and in spirit. A time where Megatronus could trust them to have his back and he theirs in their war against Unicron and his legion of nightmares that would spill from the dreaded monster in his desire to consume the universe.

But soon Megatronus's sorrow was replaced with rage. A burning hot rage that caused the glowing red and orange bits of his armor to appear as fire leaking from his frame. Even in the cold reaches of space, if one was close enough, they could feel the heat radiate from the Fallen Prime's frame as he soared through the Space like an enraged comet with no real destination in his processor, he simply had to get away from Cybertron, away from them.

Vorns passed as Megatronus's jet like alternate form raced through countless nebulas, asteroid belts, pass numerous worlds and moons and finally the dark near empty void of the Dark Space between Galaxies. The only times the Prime had ever ceased his flying, or more accurately propelling himself in a certain 'direction' and letting the lack of gravity and atmospheric resistance take him the rest of the way, was to land on a plant to allow his ever-present rage to be vented or else he'd fear he'd lose his processor, if he hadn't already.

Megatronus would be lying if he said he never occasionally landed on a world with intelligent life that were unfortunate enough to be near him when he unleashed his wrath and sorrow before he continued onwards into the far reaches of the universe.

And he'd be lying even more if he said he didn't enjoy his near genocidal actions. They for a time, lessened the empty sorrow and dark rage he felt slowly consuming his Spark…

"Hhhh… I hate organic matter" Megatronus stated in a dark gruff voice as he sat on a lone boulder in the middle of a flat barren wasteland on a rather large dessert like planet, whipping away large amounts of organic flesh and organs that he became covered in when one of the native lifeforms of this world tried to eat the Fallen Prime.

A couple of shots from his plasma cannon and a few slashes with his serrated blade took were its less tasty and more painful rewards.

The Fallen Prime made a disgusted expression as he picked off a piece of what he assumed was the insectoid like creature's heart with a few of his clawed fingers before flinging it away towards the still bleeding and smoking carcass of the creature. His sensors didn't detect any other signs of life, be they organic or synthetic near him. Then again, he was never as vigilant as some of his br-… the other Primes…

"Lot a good it did them in the end. Spent Vorns watching out for threats on the outside, unaware of the one growing among us, like a filthy disease" The Fallen muttered bitterly as he rested his servos on his knee joints and scanned the barren wasteland before him with half lidded optics.

The planet was rather dull, nothing about it screamed that it held any sort of value to anyone, be it minerals in the ground or strategic positioning for more military orientated goals. After several Kliks, Megatronus let out a tired sigh as his optics flickered up towards the sky, the atmosphere was clear enough that one could see the stars and even a few distant planets that also inhabited this system just beyond the faint wispy clouds. His optics would focus and un-focus on the numerous stars and planets in his line of sight before he picked up faint buzzing beside his helm. He turned ever so slightly to see some sort of flying insectoid like creature had landed on the handle of the dark silver and chrome blaster resting on his back.

The Requiem Blaster, Solus Prime's most powerful creation…

Megatronus was… underwhelmed for the lack of a better term.

He had met with Solus on a distant world, just a few lightyears from the newly named Cybertron. The reason being was that Solus Prime, the lone femme of the Thirteen Primes and Megatronus's lover, had just finished forging the Requiem Blaster after he convinced her to create such a device. The furnace looking mech didn't know what to expect when he arrived on the barren planet to see Solus holding the weapon out for him to take as he transformed before her and cautiously took the weapon from her servos and inspected it.

"What's wrong?" Solus asked, her white optics narrowing slightly as she saw the expression on her beloved's faceplates.

"It's… not what I was expecting" Megatronus admitted after a few nanoseconds as he eyed the weapon up and down.

"What were you expecting, some large cannon like device that looked like only Nexus Prime could carry?" Solus scoffed as she folded her servos across her chassis.

Megatronus's response was a slight shrug "Not exactly but…"

Solus's optics narrowed at this "But?"

Megatronus shifted on his feet as he pointed the blaster down towards the ground so if it did go off, the only damage would be to the planet's crust "It's not as… flashy as some of the other weapons you forged for the others"

At this, Solus's expression saddened as she adverted her gaze from her younger brother "Those are different"

"How?" the dark Prime asked with a growl of annoyance, the embers of his already legendary rage beginning to grow "How is crafting my weapon somehow different then Prima's Star Saber or Vector Prime's dammed Blades of Time! Their blades seem to be that of works of art than some of the most powerful weapons in the universe where's my blaster looks like something any of us can find in some backwater armory of some distant civilization in the middle of nowhere!"

Solus offlined her optics for a moment before she let out a vent of air, a sigh by their race's standards. She felt her own formidable temper beginning to grow but unlike her beloved, she knew when to reign it in "Megatronus, their weapons are different because they are more than just weapons made solely to destroy. Vector's blades allow him to not only open and create pocket dimensions but to travel backwards and forward through time, giving him a clarity and view of the universe that very few could hope to achieve. Even Prima's blade is capable of more than just destruction, it's power also all allows it to 'blink stars' back into the prime of their life where's this Blaster you had me forge… beloved, all it's capable of is destruction"

Megatronus frowned at that "But it-"

"Destroys" Solus stated firmly "Burns, extinguish, disintegrate, erode, whatever you wish to call it, that is what the Requiem Blaster does. Complete and total obliteration of whatever it's power is used on, no more, no less"

Megatronus returned his gaze to the blaster in his hands, his optics adopting a thoughtful look in them before he turned towards a distant mountain range only a few miles away from the two Primes. Solus watched with a saddened expression as her lover raised the rifle, shouldering its stock against his shoulder to help steady his aim before he squeezed the trigger. There was no grand buildup of energy, no odd humming of power, just a simple thunder like clap as a beam of red energy was released from the end of the barrel.

Megatronus watched with wide optics as the beam raced towards the mountain range and in the span of several nanoseconds, replaced the sight with a large red dome that stretched for miles in every direction before it died down, only to be replaced with a dark foreboding mushroom cloud that reached low orbit.

Had the soon to be Fallen Prime glanced back at Solus, he wouldn't see a sense of pride at what her creation was able to accomplish, but dread. Dread not of the weapon in his servos, but dread for him…

'Primus, please, please don't let this be his end. Just this once, grant him mercy and never let him fall like the others fear he will' Solus prayed for the first time to her creator as she watched as Megatronus watched the distant devastation with an unreadable expression on his faceplates before he nodded in satisfaction.

"Heh, lets see Prima's precious Saber compare to this!"

Megatronus vented out a sigh as he reached for the handle of the blaster, causing the insectoid to flee at the approaching hand or risk being crushed, and pulled the rifle from its place on his back and bring it before him to examine more clearly. The most powerful weapon in the universe and it's only real safeguard, like the Star Saber or Solus's Forge Hammer, was that only a Prime could ever use such a thing at it's full power. Otherwise it was nothing more than a slightly more powerful blaster for someone to shoot others with.

'Or a makeshift club, or a cane, or something to rest my head against when I decide to recharge on a planet or moon rather than drift though space aimlessly until I hit something' the Fallen thought with a faint grin on his faceplates as he starred at the weapon for several more nanoseconds before he held the weapon up with one servo, his skill with the weapon having greatly improved since he first received it, and aimed straight ahead, no real target in mind and squeezed the trigger and watched the beam of energy travel over the barren landscape for some time before it collided with something several dozen miles away.

He did his best to ignore the thought that this weapon's barrel was the last thing his beloved Solus saw before oblivion as he watched the glowing fires of his Requiem blaster slowly illuminate the approaching night…

It started as a whisper, a dark echo that would play back and forth at the back of his processor as he settled down on a small moon on the far edge of some galaxy, hundreds of millions of light years away from where he believed Cyberton was, preparing to plant the last of his Energon crystals he brought with himself before his exile.

Megatronus frowned as he stood up right, his optics narrowing as he scanned his surroundings for the source of the whisper. After several Kliks he shrugged and prepared to plant the damn crystal again so he could grow a sizeable source of energy to sustain him when he heard the faint whisper again. This time, the Fallen Prime let out a dark growl as he tried to latch on to the whisper, something about it was painfully familiar. After several nanoseconds, Megatronus heard the whisper again and his Spark froze as realization struck him.

The whisper, the echo… was from-

"Impossible…" Megatronus sounded with confusion and disbelief as he tired to locate the source of the echo. He glanced up into the sky to see if he could see anything but saw nothing but the stars above from distant star systems and a neighboring galaxy.

Several orns passed as Megatronus stood where he was, like an immovable volcano before he felt and heard the whisper again. The Fallen Prime growled in anger as he placed the Energon crystal in his subspace before he leaped into the air and transformed and rocketed off into space. His destination, the source of the dark whisper…

Megatronus had no idea how long he travelled through the dark void of space, he had long since stopped bothering trying to count the passage of time. But by the time he arrived in the star system that he traced the source of the whispers and echoes, his Energon levels had dropped to rather unsettling levels. The eon old being mentally shook his head as he pushed onward, towards the systems young star before he arrived at his destination and angled for his landing to be on a rather small moon that was littered with a fair number of carters. The Prime brushed a fair amount of moon dust from his frame as he made his way out of the small crater he made with his landing before he scanned his surroundings for the source of the whisper, now more like a scream before he looked up and his optics widened to the point it was a wonder they didn't fall out and on to the ground.

"Well… slag" Megatronus said as he stared at the source of the familiar dark whisper, or rather the planet that housed its source.

The Fallen Prime had hoped that he was wrong, that he had made some sort of mistake with his Energon running so low and possibly affecting his processor, but now there was no denying what he feared as he stood on the small moon, staring up at the planet it was orbiting. Even from this distance he could see the purple eruptions of the planet's volcanoes mixed with hot magma as the young world settled and grew.

Unicron… against all odds, was somehow still alive and was now the apparent center of this young world if the eruption of Dark Energon from various parts of its crust was anything to go by.

The Prime wished he could say he was surprised that the brother of his creator was still in a way functional, albeit in apparent stasis, but that would be a lie. Megatronus, along with Liege and interestingly enough Alchemist Prime had all hypnotized that Unicron didn't drift into some distant star or super black hole and was destroyed after his devastating defeat at the hands of the Thirteen, but rather retreated to lick his wounds somewhere until he was back up to full strength.

And now, the Fallen was greeted to the sight of his theory… on his own… away from what was left of the Thirteen…

Megatronus growled in anger before he made to reach for the Requiem Blaster with the intent to blast the living nightmare that was Unicron into oblivion or as close as he could on his own before stopping, his fingers just units from the handle of the blaster. The Fallen was still for several moments as he mentally weighed the potential repercussions of his rage induced actions before his servo dropped to his side and he let out a loud vent and simply watched as the eruptions after some time, began to dwindle down in both number and intensity.

"Dammit, dammit, dammit, dammit!" Megatronus hissed in anger as he sat down on the surface of the moon and watched as planet settled itself and the dark screams began to slowly drift away until there was only an unsettling feeling emanating from the planet.

Vorns slowly passed as Megatronus reluctantly explored both Unicron's new sort of prison and the system that it was in. For the most part, the neighboring planets were unremarkable in any real shape or form. A few moons of the gas giants did spark a bit of interest in him, partly because of their underground oceans that teamed with a wide variety of interesting if violent life. Unicron had shown no signs of reawakening since the Fallen had first come to this star system and it looked like it'd be quite some time before the ancient being of genocide and chaos would even so much as begin to even stir.

The dark Prime couldn't help his equally dark smirk forming on his faceplates at the thought that Unicron was so badly damaged in his final battle with the Thirteen that he'll need to spend eons in stasis to heal. It was almost enough to have Megatronus try and access what was left of the Thirteen's bond, now only down to himself, Amalgamous, Alchemist, Alpha, Nexus and Prima and tell them what he discovered…


Megatronus cleared his processor as he descended down to the planet that had formed around his uncle and landed on the ground with a heavy thud, the stone beneath his pedes cracking under his weight. He righted himself up before glancing around at what could only be some sort of infant mountain range that was populated by a handful of volcanos, now simply sprouting magma and ash rather than Dark Energon.

The Fallen Prime grunted as he slowly trekked across the barren landscape to his place of residence. It wasn't much, just a simple cavern system that he's hollowed out with a combination of his own servos, his sword and the requiem Blaster on it's lowest possible setting. The result was rather decent if he said so himself and he even got a small Energon vein started up for him to feed on. His room if it could be called that was painfully simple, a single stone slab carved out into a berth and a small pool of boiling water to wash his frame with or simply bath in when he wanted to. It was a far cry form the home he had with solus which was decorated with a wide arrange of her creations and overlooked the Rust sea of Cybertron…

Megatronus shook his head to clear his processor of such thoughts as he removed his requiem Blaster from his back and placed it next to his berth before he sat down on the edge of the stone furniture and let out a tired vent as he checked his systems.

Aside from being rather low on Energon, he was in somewhat perfect health. The Prime huffed as he reached into his subspace and removed a small Energon shard and began to slowly eat the glowing blue substance while he scanned his room with a half-bored expression in his optics.

Megatronus stared up at the ceiling of his 'home' for several Kliks in silence before he slowly vegan to shot off certain systems until only his processor and optics remained online and his Sparkbeat slowed to a near stop, as did the flow of Energon in his body. After several Orns, he switched off his optics, and then with some hesitation on his part, his processor and let stasis take him, his last thought being the soft, gentle smile of his beloved Solus Prime...

It was official, Megatronus had lost his damned processor and reasoning as he stood outside Solus Prime's forge. The sounds of her hammer echoing through the halls a she crafted yet another wonder with her hammer, or simply another project to keep herself occupied. The dark minded Prime shuffled on his pedes as he peered inside his sister's workshop and watched as she stood before a raging inferno, her Forge hammer held high above her helm before she slammed it into a chunk of metal, creating a shower of sparks as her Forge molded it into something new.

'By the Covenant she's…' Megatronus trailed off as he watched the lone femme of the Primes work. No matter how often he sees her at work, he could never find the right word to describe the image she struck.

Megatonus's optics took in her form, pleasantly surprised to see that she had removed her heavy armor, leaving only a lighter, thinner to cover her for the evening, allowing him a greater view of her protoform. His optics took in the way the muscle in her limbs would strain with every hit of her forge, how the light armor around her aft caught the glow of the fire, how her optics peered into his with a combination of surprise and curiosity…

'Wait, what?!' Megatronus thought with a blink as he realized that Solus was watching him with a bemused expression.

"Brother…" her voice like an indescribable harmony "What brings you to my workshop this evening?"

Megatronus weighed the risk of simply falling back and pretend this entire incident never happened and hoped she never brought it up again before he let out a vent and entered her workshop.

"I was… curious, if you were perhaps working on a new project" Megatronus said as he nodded towards Solus's prized hammer and the glowing metal on her table "Another wonder to wow the rest?"

Solus quirked a brow at her younger brother before her gaze followed his and she grinned ever so slightly "Not really, just trying to keep my mind occupied is all. It's being plagued by thoughts and feelings that I'm struggling to comprehend"

"Oh?" Megatronus sounded with curiosity "What is it?"

Solus turned her attention back to Megatronus with a bemused expression "Why so curious?"

"If there is a thing that can stump even the great Solus, then perhaps it should be addressed by another Prime" Megatronus said with a simple shrug before he half turned towards the entryway "Though if it is not my aid you require, perhaps I can fetch Alpha or Alchemist from Prima's heels"

Solus's smile dimmed a little at the stab that Megatronus dealt to his bothers "Megatronus…"

"You know I'm right" the dark Prime said with a grin.

Solus couldn't help but smirk a little "May haps… may haps…"

Megatronus chuckled before he settled against one of Solus's tables and crossed his servos across his chassis "Now tell me, what plagues your processor sister?"

Solus was silent for a moment as she adverted her gaze to the flames to her side. After a few moments she spoke "It is my Spark Megatronus… it…"

"It what?" the Prime asked with is optics narrowing slightly.

Solus tried to say something before she caught herself and shook her helm "It confuses me"

"Huh?" Megatronus replied with a confused expression 'What does that mean? Is she perhaps ill?'

Solus let out a vent of air as she folded her arms across her chassis as she leaned against her current workspace "For some time now it's been acting up, sometimes beating erratically to the point I half expect it to shoot forth from my chassis and on to the ground. Other times it beats in a way that it hurts to the point I swear I'm going to offline right then and there"

Megatronus quirked a brow at this "Why is that?"

Solus's response was an angered huff "Because of one of my brothers!"

Megatronus's optics widened at this "What?"

Solus nodded with a sigh "Yes, I'm… I'm infatuated with one of my fellow Primes"

Megatronus blinked at this, this was news. Up until now, he's never seen any signs of Solus showing any sort or romantic feelings for one of the other Primes, even the ones that undoubtedly had any for her. Onyx Prime and Nexus Prime were the most obvious candidates given how often they worked with Solus and how close they were to her. It was usually one or the other that Solus worked with when she decided to start up a new project of sorts that wasn't science related like her past partnerships with Quintus, Alchemist and Liege.

"Well, what do you admire about him?" Megatronus asked with barely hidden rage at the idea that any chance at earing Solus's love was well and truly lost to perhaps some of the very beings he was steadily coming to hate more and more as each Megacycle passed.

Solus was silent as she gazed down at the fires before she smiled in a way that Megatronus swore even Unicron would give pause to admire the sheer innocence and beauty of her smile, the serene expression on her faceplates that burned brighter than any star in the universe and was a thousand-fold brighter than all of them combined.

"His valor… his nobility. How even against great odds, he will never back down, never surrender and will fight to the bitter end for he believes is right" the femme Prime said in a low tone "That despite his appearance and occasionally his rather childish actions, he is perhaps the strongest of us all if not in frame, then most definitely in Spark"

Megatronus was dead silent as he nodded very slowly, trying to keep the mixture of anger and hurt from his expression. It didn't take an intellect to rival the likes of Quintus or Alchemist to know who Solus was speaking of.

Nexus Prime, the self-proclaimed 'wizard of forms' amongst the Thirteen who and loved to experiment the most to the point of near insanity and was fascinated by changing the states of matter and creating entirely new elements within the solar forges of Cybertron along with Solus. He was adventurous, powerful, proud, loyal and nearly as unpredictable as Amalgamous was. Megatronus could regrettably see how and why Solus's affections would be centered on such a mech, especially compared to him, a dark rage filled violent animal, or so Prima keeps alluding him to be.

After some time, he spoke in a quiet almost sad tone "Well, I'm not sure how to help you with such a thing…"

"Really?" Solus asked with narrowed optics as she glanced at her brother.

Megatronus nodded with a vent of air "Indeed, I mean short of walking straight up to our brother and telling him how you feel, I don't see what can be possibly done about your feelings on the manner"

"And what if he doesn't hear my words?" Solus asked with a frown "What if he does not believe them? Claims them to be a cruel jest?"

"Then let your actions speak for your Spark, if I recall he prefers them over words most megacycles anyhow" Megatronus said as he pushed off the table and made to leave the workshop before he stopped and turned towards his sister with a frown "It is Nexus your speaking of, yes?"

"No…" Solus said with a shake of her helm.

"Oh…" Megatronus said before his optics narrowed slightly "It isn't Prima is it?"

"Rust no, I'd rather spread my legs and allow Quintus access to my valve then let that self-righteous glitch anywhere near my Spark!" Solus huffed in annoyance.

"Onyx?" the dark Prime asked. Aside from Nexus and Micronus, the beast former was perhaps the closest to Solus given their love for making things.

Solus shook her helm at this "No"

"Then who-" Megatronus began only to be cut off as Solus covered the distance between them and crashed her lips against his own.

The Dark Prime was still for several moments as his processor tried to comprehend what was happening. After a few nanoseconds, Megatronus's servos made their way to Solus's hips plates and gripped them. The femme moaned into the kiss as she raised one of her legs and wrapped it around his own hips and pulled herself against his frame even harder. After what felt like lightyears, Solus pulled her helm back from Megatronus and grinned up at his stunned expression.

"Well beloved brother… do my actions speak better than my words?"

Yes, they most certainly did…

The first thing that the Fallen felt was a rather large chunk of rock landing on his head, startling him out of stasis with a growl. The second thing he felt was anger at being awoken in such a manner.

The ancient Prime pushed himself up from his makeshift berth, numerous joints groaning and cracking after remaining still for over hundreds of thousands of Vorns if not more. Megatronus frowned as he saw that his Energon levels, which were already low to begin with, were now at a very dangerous low, it was a miracle he even had the power to awaken at all!

"Here's hoping that the Energon is still good… or there's any at all" The Fallen said in a weak voice as he shook is frame once again, bits of dust and stone falling off his body before he glanced down near his berth and saw that the Requiem Blaster had fallen over at some point during his stasis.

The Prime clicked his glossa against his mouth plates and reached down the grab the powerful weapon before he attached it to the magnetic clamps on his back and made his way towards his cave's entrance. Megatronus idly noticed that the entrance had shrunk to the point he had to bend down a little to make his way through before he entered a cavern that was larger than he remembered.

The Prime shook his head at this "Of course, the door shrinks but no, the fragging hall grows in size… fragging typical slag"

His audio receptors then picked up the sounds of some sort of fire fight. Plasma rounds being discharged and the smell of burning metal and Energon was in the air. Megatronus frowned as he could also faintly pick up the sounds of yelling, screaming and a host of other verbal sounds made when several individuals on opposing sides were shooting at one other. The Prime shook his head as he slowly made his way towards the fight, knowing that it was likely a very bad idea in his current state, but his hopefully still existing Energon stockpile was in that direction and if he didn't want to go offline, he had to go and make sure that whoever was shooting up the cavern system didn't destroy the last of his possible energy source…

And done.

Next chapter, Awoken into an age of war…