Disclaimer: Spider-Man and all Marvel characters are property of Marvel Comics. All Transformers characters are property of Hasbro. I am not making money from this; this story was written solely for my own enjoyment.

Note: This story was written to follow "Optimal Advice." You will likely enjoy it more if you read "Optimal Advice" first, but I'll try not to make it completely necessary. Enjoy!


"Our world...our once proud people...were torn apart by war; by a conflict that raged through unending aeons, spreading like a wildfire across the cosmos, involving countless peoples, innocent of our battle...but none more so than the people of Earth. Despite our best efforts, our conflict became theirs; in time, and with the help of our new allies, we managed to drive our enemies from their world, and I had hoped that our war would never plague them again...but perhaps that hope was foolish...for the AllSpark has a will of its own, and none may comprehend it. This world was never truly ready for our war...but still, we have come. Perhaps it is fitting that, after we irreparably altered their lives, our fate should lie in their hands..." – Optimus Prime, Autobot Supreme Commander.

North Pole, 1887

The Arctic wind was unnaturally fierce as the H.M.S. Valiant pulled ashore on the polar ice. Within minutes, the crew of the proud ship had secured it safely, before disembarking onto the snowy landscape. "Captain, sir!" one crewman called out. "The Valiant is safely moored, but I would advise against staying for very long; if these winds pick up, they could very well tear the ship apart!"

Captain Lord Leopold Watson promptly disembarked from the Valiant, his slightly portly frame thoroughly covered with thick, insulating winter clothing, his short, thinning red hair, the same color as his moustache, covered by a wool cap, his green eyes bright behind his spectacles. "Well, then, lads, we'd best be quick with this little excursion!" he exclaimed. "One brief look about this place, and it's back to jolly old England!" At that, the entire crew cheered, before Leopold started to walk further onto the frozen wastes, accompanied by a few crewmen.

Leopold hadn't intended for this little chilly jaunt; the Valiant had just been finishing its latest voyage of discovery, with the intent of heading straight home to Britain. Leopold was one of the British Empire's greatest explorers, but he knew that he was getting on in years; after returning home, he had planned to announce his retirement.

But then he had seen a massive stream of fire blaze across the sky, heading into the North Pole. It had taken a week and a half to track it, but this was something that Leopold could not ignore; whatever it had been, that fire in the sky merited looking into.

After trekking across the polar ice for a few minutes, Leopold kept scanning the horizon...before he stopped dead in his tracks, as he saw enormous chunks of metal dotting the ice ahead of them. Looking further ahead, Leopold saw even more metal chunks, with strange symbols etched into them; unintelligible symbols that Leopold could make neither hide nor hair of. "My God..." he murmured to himself. "Something...crashed here..."

Leopold turned to his crew. "Based on our calculations, how close are we to the impact site?"

"Well, Milord," one crew man said, "based on how swiftly the object was traveling, and the angle at which it was moving...we should be right on top of it..."

Leopold looked around. "Whatever it was, it must have either shattered into pieces...or melted the ice, sinking into this glacier." he thought aloud, taking a few steps. "But the ice wouldn't have had time to freeze completely, even after a week..."

But then, a massive cracking sound echoed from under Leopold's feet, as the ice gave way under him, sending Leopold plummeting deep into the frozen depths.

Miraculously, Leopold landed safely within a frozen cave, shaken, but otherwise unhurt. 'Well, Leopold old boy, I suppose that's one question answered.' he thought.

"Lord Watson, sir! Are you all right?!"

"Don't worry, lads! I'm fine!" Leopold called back up to his crewmen.

"Hang on, Milord! We're sending James down after you!"

"Good show, lads! Be careful; it's quite a steep drop!" Leopold called back. "I'll just have a quick look about, in the meantime!" With that, Leopold turned towards the cave. "Well, Leopold, old boy," he said to himself, "tallyho!" With those words, Leopold headed further into the cave.

As he headed further in, Leopold saw still more chunks of metal embedded in the walls of ice around him. A few minutes later, the cave opened into a much larger cavern...where Leopold took in a sight that made his blood run colder than the ice he stood upon.

There, reaching out of the icy floor...was a huge, metal hand, large enough to pick up a man, as if he were no more than a fly...and squash him.

Fighting the rising tide of horror, Leopold followed the hand back to the start of a metal wrist...before following that through the ice...to a massive shoulder buried in the wall ahead of him...and within that wall, Leopold thought he could make out the silhouette of a head.

Suppressing his horror, driven by curiosity, Leopold walked towards the wall, drawing his ice-pick, and started to chip at the ice; one way or another, he had to know...

After a few chips' worth, part of the frozen wall fell away...revealing a metal face. Leopold drew back in utter horror at the sight. It was not the face itself that frightened him; the face was not menacing, or threatening – it was remarkably human-like, with eyes, a mouth, and even a metal beard.

Truth be told, it reminded Leopold of his own face, to an extent.

But what terrified Leopold was the fact that there was a single point of blue light in the very center of this metal creature's eyes.

It was LOOKING at him!!

Suddenly, the light widened, so that both of the creature's eyes were glowing bright blue. Then, before Leopold could even scream, an invisible force knocked him back, sending him sprawling, his glasses clattering to the ground. Looking up, Leopold was struck speechless, as a beam of light shone from the metal entity's eyes, engulfing his glasses, and lifting them up to its eye-level...where a needle-thin blue beam passed over the lenses with remarkable speed, leaving tiny, unknown glyphs etched in the glass...and then, the beam vanished, as the glasses clattered to the floor, the creature's eyes going completely dark.

Slowly, Leopold inched closer to his spectacles, and pocked them up; they weren't even warm. Looking closely, he could see the tiny, unintelligible symbols, identical to the ones etched in the metal, within the glass itself, without so much as leaving a crack in the glass.

Had this...metal giant been trying to communicate..?

"Lord Watson! Where are you, sir?"

Quickly, Leopold stuffed his glasses into his pocket, and hurried back to where he'd landed, where Crewman James was waiting for him, with a rope for Leopold to be lifted out upon, an identical rope affixed to James' belt. "Did you find anything, sir?" James inquired.

Leopold froze for a moment, as he considered telling James...and then decided against it. "No, lad; just a lot of ice." he answered. He felt bad about not telling his crew what he'd found...but the notion of a metal giant, buried within the ice...

...if he'd told anyone, they would have undoubtedly called him mad.

With that, Leopold affixed the free rope to his belt, and gave a tug, signaling the crew to start hoisting them up. Leopold spared one last look to the frozen cavern...and then turned his gaze upward, to the surface, his thoughts returning to the trip home, to Britain, after this one last adventure...

Midtown High, Queens, New York, October 26, 2007

As the final bell sounded through Midtown High School, a seemingly endless wave of students poured into the hallways, eager to be free of classes, and to enjoy the perfect fall day. While other students rushed past him, 16-year-old Peter Parker, in his regular jeans and white t-shirt, rummaged through his locker, gathering his things to head home...before he would head out to do some web-slinging, naturally.

He'd finally managed to get back into the "groove" – assuming such a thing was possible, in his situation – of balancing school life, work at the Daily Bugle newspaper, and being the masked crime-fighter known as Spider-Man. A few weeks ago, he'd had to deal with numerous clones of himself, complete with spider-powers, developed by Nick Fury and S.H.I.E.L.D., in case he went postal, which had seriously mucked things up for him...but now, after a few weeks to recoup – and a brief talk with a certain statue – he was finally feeling better.

"Hey, Tiger."

Peter automatically smiled as his girlfriend, 16-year-old Mary-Jane Watson, looking fetching, as always, in her blue tank-top and navy skirt, walked over. "Hey, MJ." Peter greeted. "How was your History presentation?"

"Better than expected." Mary-Jane replied. "I was kinda expecting people to laugh, but the class actually thought that my Great-Great-Grandpa Leopold was pretty interesting."

"Hey, the guy was a British explorer, MJ. You've got nothing to be ashamed about." Peter replied.

Mary-Jane smiled, her emerald eyes shining as she flipped a ruby tendril of her hair out of her eyes. "Thanks, Peter." she cooed. "So, off to 'work'?"

Peter chuckled. "Yeah, pretty much." he replied. "How about you?"

"Oh, Kitty and I were going to just hit the mall for a bit." MJ replied. "But...after you got back, do you think we could...catch a movie?"

Peter grinned; after the past few weeks, he and his ex had managed to patch up their friendship. He and Kitty were now good friends, plus, MJ and the former X-Man were on speaking terms, as well. "Well, this Math homework doesn't seem too tough; I think I can squeeze you in."

"Good to hear." Mary-Jane cooed. "Hey, any leads on these 'Ghost Cars'?"

Peter blinked. "These what??"

"You know, the driver-less vehicles that have been seen throughout the city, doing good deeds?" MJ asked. "Someone saw one of them, last night; this old lady was heading home with her groceries through a bad neighborhood, and this truck stopped to drive her home. When she got home, she turned to thank the driver...but there was no-one in the driver's seat. Then, the truck just drove off!"

Peter looked concerned. "Sounds spooky." he said. "I'll look into it." With that, Peter and Mary-Jane headed out of the school, walking back to their neighborhood.

They were about half-way there when Peter felt it: a slight buzz from his spider-sense, which always warned him of danger...but this wasn't one of the alarming tingles, which told him to duck to avoid an attack, or where a crime was going to occur.

This tingle felt like it was trying to tell him that there was something he had to see...and it was right behind him..!

Quickly, Peter whirled around...and saw nothing. The street was empty; no-one was there. Peter started to turn back...but then, he saw a flash of yellow-painted chrome, peering out from a nearby alley...

"Peter?" MJ asked. "Are you okay?"

Peter turned to his girlfriend...and then glanced back towards the alley.

Whatever that had been, it was gone.

Peter lightly smiled. "I'm fine, MJ." he said. "Just a false alarm."

Mary-Jane wasn't buying it. "Peter..?"

Peter sighed. "Okay." he relented. "I just...had another sense-flash, that's all."

MJ's eyes widened. "Another one?"

Peter nodded; these past two weeks, he'd been having brief flashes from his spider-sense, just like he'd had just then, telling him that something was near – it wasn't a bad sense, but it was there...and then, it would vanish. "I saw something, this time, Mary-Jane...but it's gone, now."

MJ looked stricken. "Peter...can your spider-sense be affected by stress?"

Peter grimaced; that was a distinct possibility, too – Reed Richards of the Fantastic Four – during one of his earlier medical examinations after the 'clone incident' – had suggested it. "Maybe." he sighed. "Maybe I am going nuts..."

At that, Mary-Jane gave him a sweet kiss on the cheek. "Tiger, you are the most sane person I have ever met." she cooed. "You've gone through so much, and you still try to help people, every day; you're amazing."

Peter smiled, and looped a loving arm around his girlfriend's shoulders. "Have I told you how much I love you, lately?"

MJ smiled. "Not lately..." she teased.

Grinning, Peter leaned in and kissed her. "Well, I do." he said softly. "If I hadn't had you in my life, I would have gone bonkers, by now."

Mary-Jane smiled. "Glad to hear I'm some help." she cooed. With that, the two of them continued on their way.

As the young couple walked away, an engine revved from the nearby alley, as a 1975 Chevrolet Camaro emerged from the other side of the alley, onto a parallel road, its yellow, black-striped paint job lightly coated with dust, its rear bumper dented as it drove along, heading away from Peter and Mary-Jane, driving at the speed limit, so as not to draw police attention...

...because, if a police officer had stopped the Camaro, he would have found that the vehicle had no driver behind its tinted windows.

"Bumblebee, this is Prime. What's your status?"

As the commanding voice came in over the Camaro's radio, the Autobot known as Bumblebee promptly answered his commander. "Bumblebee here, Prime. The Parker kid almost spotted me, again; Primus, it's like he's got optics in the back of his head!"

"Well, Bumblebee, we may not be able to stay dark for much longer. I've just gotten word from the Aeon; Prowl reports that, based on his last known trajectory, Megatron will reach Earth within the next few micro-cycles."

'Slag.' Bumblebee thought. "And we still can't track him?"

"Negative; the stealth technology that the Decepticons took from Glyptal IV is far too effective. Wheeljack is still working on piercing the cloaking-field."

Bumblebee muttered to himself. Recently, the Autobot fleet had laid siege to the Decepticon-controlled planet of Glyptal IV, in the Entari System, and had managed to liberate it...but not before the 'Cons had swiped the cloaking tech that the Glyptallians had been developing. "There's more, isn't there, Prime?"

"Our sensors have also detected six other Decepticons launching from Ryshia III." Optimus said. "Unfortunately, they also must have possessed cloaking devices; we lost track of them shortly after launch. Their trajectory and last known velocity shows them reaching Earth within two kilo-cycles."

'Double slag.' Bumblebee thought; Decepticon reinforcements would land on Earth within two Earth-weeks, or less...to say nothing of what Megs alone could do.

"Bumblebee, it is imperative that you keep an optic on Peter, without breaking your cover; if Megatron lands, and discovers our surveillance of him, it could jeopardize his safety. With any luck, we can find a lead on the location of the AllSpark before the Decepticons arrive; otherwise, we will have to make contact with Peter – his knowledge of the city, coupled with his contacts among the Earth super-human community will be invaluable."

It still amazed Bumblebee, how much Earth had changed since they had been here. 'We're not even gone a vorun, and the whole place goes on the fritz.' "Has 'jack made any progress on those holo-imagers, Prime? Ironhide got spotted, again, last night!"

"You know how much power it takes to run a holographic image-generator to continually generate the image of a driver, Bumblebee. Wheeljack is still working on it, so that we can assist the humans without being spotted; until then, we'll just have to be careful. My order stands."

"I know, Prime; believe me, I don't mind helping them...but with humans being all paranoid, I'm not too anxious to get hauled off to a scrap-yard."

"We'll have to make contact with humanity soon, Bumblebee, and once we do, we have to show them we mean no harm." Optimus said.

"Understood, sir." Bumblebee answered. "I'll continue surveillance on Peter."

"Understood. Prime out." With that, the radio went silent, as the Camaro went on its way, unnoticed by the people on the sidewalk.

Latverian airspace, Europe

High above the European nation of Latveria, night had darkened the skies, with only silence filling the air. Unlike the planet far below, the skies were peaceful...

Suddenly, a roaring shattered the silence, as an unknown shape soared into the atmosphere, slowly starting to glow red from the heat of re-entry. Only the searing heat gave the object shape; whatever it was that set the sky ablaze, its true form remained hidden, from both the naked eye, and from radar, and all other forms of detection.

But its appearance did not go unnoticed.

Far below, within the mighty Castle Doom, upon the cliff overlooking Doomstadt, the capital of the country, the master of the Castle stood in his private laboratory, watching the passing of the fiery object from his view-screen, his green, hooded, white-fur-lined cloak over his living-metal frame, his yellow eyes narrowed in both concern and curiosity.

"L-Lord Doom?"

Victor von Doom, the ruler of Latveria, turned to half-glance towards the captain of his personal guard. The captain gulped, and continued. "We...we have spotted an object re-entering the atmosphere above Latveria, my Lord." he stammered.

"I am aware of this, Captain." Doctor Doom replied, mildly cross.

"Of-of course, my Lord!" the captain exclaimed, bowing. "Do you wish me to dispatch a team to investigate its landing?"

"That is not necessary, Captain."

The captain looked confused. "My Lord?"

"I have studied this object's trajectory." Doom said. "Whatever it is, it is heading here."

The captain gasped. "M-My Lord, w-we must evacuate..!"

"Doom runs from nothing, Captain." Doom said sternly, as he turned to leave his laboratory. "You are dismissed." Though his expression was one of utter terror, the captain bowed to his master, before leaving.

His minion dismissed, Doom walked out of the laboratory, his mind deep in thought. The object was decelerating at a higher rate than air friction could account for; it was slowing down...

By then, Doom had emerged onto the balcony of his home, staring out over his country. Far in the distance, he could see the flaming red light of the object as it approached the surface of the earth...before it turned, pulling up, and shrugging off the heat of re-entry, the red light fading, vanishing from sight. Doom quickly factored in its velocity, calculating how quickly it would reach the Castle...and calmly folded his arms, waiting.

The roaring of the object rapidly grew louder as it approached; whatever it was, it was huge...

Doom held his ground. He had long mastered the mystic arts, and his scientific genius was unparalleled; this unknown threat did not frighten him.

The unseen object rapidly closed on Castle Doom...and then stopped, hovering but a few inches from Doom's metal face.

"I know you are there." Doom said calmly. "I suggest you cease this charade of invisibility and show yourself."

For a moment, there was no reply...and then, like a sailing ship emerging from the fog, the alien craft appeared out of thin air. The craft almost resembled a fighter-jet...but its design betrayed the fact that no human mind had crafted it. Its nose-cone was much thinner than any human-designed aircraft, with two pods – almost resembling small arms – extending ahead of the nose-cone. Its wings were curved on both sides, fore and aft, and with no tail-fins jutting up near its thrusters.

Doom took in the aircraft...and then stopped as he spotted a symbol upon the craft's silvery-metal hull...a dark violet symbol, resembling a robotic face, harsh and angular, seeming to glare out at him...

Suddenly, the craft began to transform; the sound of metal and machinery shifting filled Doom's ears, as the wings retracted, embracing and folding into the craft's main fuselage, the craft itself folding in half, as other components unfolded from within the aircraft, taking an unmistakable shape...

...and then, the change was complete. Where there once had been an alien craft, now stood a massive, humanoid robotic entity, towering over thirty feet tall, all silver metal, its legs twice as thick as Doom's entire body, easily capable of squashing a man like an insect. Its arms were equally powerful, ending in hands tipped with deadly metal claws. Its torso was titanic, made of the same silver metal armor as the rest of its body, with the same violet crest in the center, and its head resembled some kind of helm, with a metallic crest upon the forehead...and a mechanical face, resembling that of a human's, with a mouth, lined with razor-sharp metal teeth, an aquiline nose...and two glowing-red, malevolent optics.

Doom met the metal goliath's baleful gaze, his mind running through historical records, of two decades ago, when the entire planet had been embroiled in a war...

"It has been quite some time since any Transformer has set foot upon this world." Doom said calmly.

The giant made no response.

Doom was not shaken by the machine's silence. "You appear different from your description in historical records." he commented; he knew for certain that this was a Decepticon, and he had an idea of its identity, but he needed to be sure...

The machine's almost-handsome, yet fearsome visage twisted in a smirk. "Unlike your kind, organic, we can upgrade as we choose."

The harsh voice confirmed Doom's suspicion. "No doubt." he replied. "But if you have come to resume your invasion of this world, I assure you that my nation will not bow to you."

The Decepticon laughed. "Bold words, von Doom, yet hostilities need not arise between my forces and yours."

Doom folded his arms. "And why is that?"

The massive Transformer known and feared throughout the cosmos as Megatron smiled – a truly terrifying sight. "Because, Victor von Doom," he said, "I have a proposition for you..."

Coming Soon:

The first purchase of a car.

A memorable moment in any young man's life, including our favorite web-slinger…

…even though his new set of wheels may have a few…quirks.

But that will be the least of our hero's problems…as some old friends – and foes – decide to, LITERALLY, drop in.

Be there when it all comes crashing down, in "Meteors and Motors," coming to your computer soon…