Well, after a long wait, here is chapter 13. I was really happy with the reviews of chapter 12, so I decided to add about 5 or 6 more chapters to the story. All of this is thanks to Harpygirl91, Taeniaea, Lil Angel, Thundercracker, drake202, and Shadowhawk.

To drake202, regarding his question: I plan on using a number of characters from the Japanese series. One of them that was already introduced was Ricochet. Gesalts such as Road Caesar and Lio Kaiser will make appearances soon. I probably use Raijin, but he will more than likely be a victim of Predaking, Abominous or somebody like that. And two other characters from the Japanese series will make their appearance in this chapter, but they will not be revealed.

Anyway enjoy chapter 13 and please review!


Chapter 13

Megatron's Last Stand

"So, what is your choice, Serenity-sensei," asked Nemesis, keep a tight grip on her captive. "If you refuse to give me the Ginzuisho, your daughter will die. On the other hand, if you do give me the crystal, your daughter will be saved and you will die until I return your illustrious sailor crystal (manga term for a true Star Seed)."

"Stop this, Keres! There is no need for this," pleaded Serenity, giving her all to stand up, but failing in the end.

"I told you Keres is gone," shouted Nemesis, ready to toss Usagi to the ground and crush her underneath her feet. The former princess of Saturn released the Moon Princess, but Usagi stopped falling about midway. As a matter of fact, everything that was in motion at the time froze. During the time freeze, the Autobot veteran and leader of a fearsome band of female rebels, Elita-1 came to the Moon princess's rescue. Unfortunately, there was nobody to come to her rescue when she found out that stopping time wouldn't stop Nemesis Prime. "I don't recall inviting you to this little gathering," hissed the black Prime as she tightened her grip around Elita's neck. Slowly, she began to crush the female Autobot's neck, all the while, wearing a small, sadistic smile under her mouth plate. Again, Nemesis took hold of the lunarian princess. "Well, little fleshling, I wonder who your next rescuer will be," mocked the Decepticon commander, watching her captive squirm.

"That rescuer is me, now let them go," answered the bot that Nemesis was hoping for. "I told you before, if you've got a problem with me, then don't get innocent people involved," growled Optimus with his rifle leveled with Nemesis Prime's head.

"Of course, their only purpose was to lure you hear," replied the black Prime, throwing both her hostages to the side. Immediately, she lunged towards Optimus with the Silent Glaive in her hand.

Surprisingly, the Silent Glaive didn't even get close to Optimus because of another unexpected guest. "Keep away from Prime, you disgusting organic! Optimus Prime is my prey, and no body else's," hissed a figure in the shadows following a shot from his cannon.

Even though this new comer saved his life, Optimus Prime was not at all pleased to hear his voice. Heck, Prime knew who he was before this mystery bot spoke. "Megatron," he muttered, getting ready for the duel that was about to happen.

Outside the palace, 5 minutes earlier:

"My, oh my, this battle doesn't look too good for the Autobots," stated a red and gold haired woman, watching the lunar capital burn as the Autobots and Decepticons continued to clash with each other. "Looks like I might have to get involved… too bad," she sighed, completely ignoring the Decepticon triple-changer, Snapdragon, sneaking up behind her. However, Snapdragon was unable to attack because both his rifles were crushed by the energy surrounding the woman. Keeping herself calm, the woman turned around to face the now kneeling Decepticon. "You shouldn't sneak up on people… it's rude, especially if those people are superior to you in every conceivable way, like me. My name is Galaxia," she stated grabbing hold of the triplechanger's head, "and my advice for you is simple. Learn your place!" With a slight increase in pressure, the senshi of the galaxy crushed her victim's head. Releasing her grip of Snapdragon's head, Galaxia turned towards the battle once again. She unsheathed her sword, Fuuin no Ken, and stared at the blade for some time. While her eyes were locked on the sealing blade, her mind was reminiscing her first encounter with the Autobot leader (again, read Battle of Chaos). "Till all are one," the galaxy senshi muttered before jumping off the cliff in order to enter the fray.

Like a falcon swooping towards its prey, Galaxia silently and gracefully decapitated the Decepticon Actionmaster Gutcruncher. Once her right foot made contact with the ground, the golden haired warrior used it to launch her into the air for a killing blow to her victim. Fuuin no Ken easily penetrated Gutcruncher's armor and struck his spark. "Damn…you…fleshliiiiinnnnnggggg," were the Decepticon's last words. Even though the Con was obviously dead, the mere audacity of his dying words were enough to make Galaxia go the extra step and slice his head in half.

"The weak have no right to criticize the strong," deadpanned the gold haired woman as she sheathed her sword. Galaxia dodged a bolt of lightning by doing a quarter-turn, but she did not bother moving when the second attack struck. "Honestly, these fools are so weak it disgusts me," she complained, eyeing the Seeker, Sunstorm, as he prepared his strongest attack to hurl at her. The Senshi of the galaxy watched as a ball of radioactive energon easily fifty times her size came closer and closer to her. "Just die already," Galaxia shouted, sending the ball of energon along with some of her energy back towards Sunstorm. She watched sadistically as the Seeker cried in pain for several seconds before exploding. With her little distraction over, Galaxia closed her eyes and began her search for Optimus Prime's energy signature, or the energy of the Matrix of Leadership to be more precise. "Tsk, tsk, tsk…. That man always gets into trouble," she sighed, jogging towards Serenity's castle.

Outer western limits of Mare Serenitatis:

"Hate to state the obvious, but we're getting scrapped here," shouted Jazz to his superior, Prowl. The intelligence officer pressed the button on a grenade and chunked it over the make-shift barrier that he and a few Autobots put together. The explosion took out six or more Insecticon clones, but they were easily replaced. "Got any plans to get us outta this mess," inquired Jazz who was watching as Grapple tended to the seriously damaged Bluestreak.

"I'm working on it Jazz, but I need time to figure organize it," answered the Autobot second-in-command. He turned around and took a few quick shots at the Decepticon insects then ducked back behind the barrier in the nick of time.

"Well, whatever you're planning, do it fast, 'cause they're coming around our flanks," informed Ricochet, sniping one of the Insecticon clones. Calling his Targetmaster partner, Nightstick, to his hand, Ricochet took aim and fired a volley at a point were several Shrapnel clones were converging. The clone brother of Jazz prepared to shot another round at the numerous Decepticons, but Nightstick struggled free and transformed into his robot mode. "Where in the Pit are you going," the impatient Autobot roared, but kept shooting at the enemy instead of going after the Targetmaster.

"There's a human laying out there unconscious," answered the black and gray robot as he rushed towards what he found was a blonde girl with a red ribbon in her hair. Nightstick lifted the girl in his arms and bolted back to where Ricochet and the others were.

"Hey, ain't that one of the girls that hung around with Usagi," asked Jazz rhetorically.

"How the slag should I know," responded Ricochet to his 'brother.' Now that Nightstick had returned, the black and gold Autobot was on a shooting spree, gunning down Insecticons from every direction.

"Yeah, that's the princess from Venus, Minako," said Prowl, switching out energy cartridges for his gun. "So guess what, Autobots… we got another assignment besides fighting the Decepticons, and that is to protect Princess Minako," announced the former policeman to his makeshift squad.

"Stupid, goodfanothin' flesh bag," cursed Ricochet.

Swamps outside of Mare Serenitatis:

"Bring back memories of the good ol' days," inquired the Autobot head of security, Ironhide, back to back with his old friend, Kup. Even though he was old, Ironhide could still put a beating on any of those young Decepticon 'punks' who mistook him for an easy kill. As a matter of fact, the red Autobot just finished tossing the Triggercon Crankcase into the mud.

"Lucky shot, old geezer," hissed Crankcase as he wiped some of the wet soil off his face. "But luck ain't gonna save ya this time," he shouted, throwing a wild hook punch at the veteran Autobot.

Ironhide easily dodged Crankcase's desperate attack and grabbed the Decepticon by the head. "Tsk, these young bots got no respect for their elders," he said sullen, then slammed Crankcase's head into his knee. The Triggercon stumbled back then fell on his face when Ironhide froze his legs with liquid nitrogen. "I may be an old geezer, but I'm still a part of the Lightning Strike Coalition," the red Autobot boasted and shattered Crankcase's legs.

"Yeah, these bring back memories, Ironhide, but not the ones I want to remember," Kup answered his friend's last question. "This place makes me think of the Toxic Sludge Swamp back on Cybertron." That sentence was enough to make Ironhide, Wheeljack, Smokescreen, and Inferno turn their heads towards the senior Autobot.

"I hope you're not implying that HE may be here waiting for us," inquired Wheeljack, tightening the grip on his gyro-gun.

"It's possible, but I pray to Primus that he's not here," answered Kup, chewing on a piece of scrap metal. "But if he is, then there's a pretty good chance none of us are gonna make it outta here alive," he added.

"What is he talking about," asked Ami, who had been traveling with the Autobots via Wheeljack's shoulder. The blue haired girl almost wished she didn't ask that question when she saw the grim expressions on the Autobot's faces. "Was it really that terrible?"

"Worse than what you can imagine, kiddo," answered Wheeljack who took the responsibility of explaining what happened at the Toxic Sludge Swamp to Ami. "Back around the time the war was being fought on Cybertron, there was an incident that scared many of the Autobots… a level of brutality that could make many of the Decepticons shudder. It was a reconnaissance mission to infiltrate the Decepticon stronghold in Kaon. Well, the best way to get in was through the Toxic Sludge Swamp, so Prime sent two regiments. One regiment was unlucky and ran into the leader of the Seacons, Snaptrap. He got the nickname 'Butcher of the Bogs' when he massacred that regiment and carved praises to Megatron in their bodies," finished the Autobot scientist. "Sadly, our chances of running into that mass murdering turtle are probably fif…" Wheeljack stopped his sentence when his optics were attracted to a few large air bubbles in the muddy water. Smokescreen and Inferno saw it too and opened fire as a precaution. As soon as the beams hit the water, the giant blue turtle sprang out and transformed. "Scratch that, our chances of running into Snaptrap are now 100%," muttered the eccentric Autobot (I know it's a pretty pathetic description considering all the Autobots are eccentric, but hopefully you'll think of Wheeljack), looking back at his comrades. Half a second of silence passed before the small band of Autobots opened fire on the Butcher of the Bog.

Eastern side of Mare Serenitatis:

Despite the damage inflicted upon them by Michiru's Deep Submerge attack, the Predacons were back on their feet and tormenting the princess of Neptune with relentless attacks. Naturally, the numerous charges from Tantrum and Headstrong, the slashes from Rampage and Razorclaw, and the aerial attacks from Divebomb exhausted Sailor Neptune. Her weariness got to the point where she couldn't move her legs and had no choice but to be swatted away by the lion's mechanical paw. "You're strong for a flesh creature, but you stand no chance against us, for we are the ultimate hunters," announced the Predacon commander as he prepared to impale the aqua haired woman with his claws.

Fortunately for the Neptunian princess, help came to her in the form of Grimlock and the Dynobots. "Stupid cat call himself the ultimate hunter… pathetic. You didn't even keep your guard up," criticized the tyrannosaurus, just about to incinerate Razorclaw with his fire breath. However, the lion had other plans and leapt away in the nick of time. Both leaders transformed and drew their swords. This signaled their subordinates to engage the enemy and leave the bodies in the worst condition possible. Slag and Rampage immediately dropped their weapons and went at each other with their bare fists. Sludge was the only Dynobot to stay in his beast form, from which he could start earthquakes with ease. The brontosaurus' opponent was the rhinoceros Headstrong whose horn could penetrate even Sludge's armor. The silent Snarl faced off with Tantrum the bull in the most barbaric combat Michiru ever saw. Swoop and Divebomb were locked in an aerial dual using everything in their arsenals against each other. "Flesh creature, get back. You're in me, Grimlock's way," instructed the Dynobot leader after he threw Razorclaw over his shoulder. The Predacon commander was not about to let that happen to him alone and grabbed Grimlock by the arm, taking the Dynobot with him.

"Don't get too cocky Grimlock, remember that the only two warriors you could never defeat in the arena were Megatron and myself," hissed Razorclaw as he got back on his feet. The hunter pulled out his sonic sword and lunged at Grimlock who blocked it with his energo-sword.

"How can me forget," Grimlock placed his free hand on the side of his face. "You may have caused this stupid voice impediment when you damaged me Grimlock's vocal processor, but you haven't beaten me either, Razorclaw." Michiru watched as the Dynobot pulled out his miniature rocket launcher and threw it to the side then placed both hands on his sword. "Now we settle this, Predacon," he growled.

"Very well, Dynobot," Razorclaw replied and detached the two concussion cannons mounted on his shoulders. "Megatron will be pleased when I bring him your head, traitor."

Center of Mare Serenitatis:

"So, is this boy really that important to you," the female Autobot Arcee asked her companion seated on her shoulder.

"Yes, Setsuna really is important to me," answered Hotaru, blushing as she thought of what to say next. "I guess I really…," Arcee smiled as she watched the Saturian princess search for the right words to say.

"Love him," finished Arcee, unintentionally making Hotaru blush even more. The young princess just nodded her head shyly and waited for Arcee to laugh, but that never happened. Instead, the black haired girl found herself cradled in Arcee's arm while the fembot looked around with one of her pistols in hand. "Ssh, somebody's close by and I doubt their friendly," she whispered to Hotaru.

Thanks to Arcee's quick reflexes and sharp senses, she was able to take note of an energon arrow flying toward her and avoided it. "Good timing Autobot, but how long can you keep it up," the saboteur and one of the few female Decepticons, Flamewar made herself visible to Arcee and Hotaru. However, she didn't wait long for the two 'victims' to get a good view and charged them with an energon sword. Instinctively, Arcee shifted her body in order to get the Saturian princess out of harm's way, but it cost her dearly when she was stabbed in the right shoulder. "This is no fun at all," complained the black and red femcon.

"Well then let me make it a bit more interesting for you, Decepti-bitch," growled Arcee as she projected one of her tire spikes and slashed Flamewar's face, including her left eye. The black femcon drew back and howled in pain while covering her shattered optic with her hands. Arcee took this time as an opportunity to escape and look for a good place for Hotaru to hide.

"You little wretch! When I find you, I'll tear you apart servo by servo," Flamewar shouted. "First I'll make you suffer by forcing you to watch that little flesh bag get torn apart," she picked up her energon bow and transformed into a motorcycle to cover ground faster. Unfortunately for the femcon, she was so focused on revenge that she didn't notice a landmine when she ran over it.

Lunar Palace, Serenity's throne room:

"For eons we've battled each other and each time both of us survived," shouted Megatron, swinging his energon mace wildly at Optimus. "But this time will be different, Prime… This time, the victor and only survivor will be me!" The Emperor of Destruction shot off several missiles from the pod on his hip with all but two hitting their target. Megatron followed through with a round kick to Prime's head which hurled the Autobot into the palace wall. Again, the tyrant charged his enemy, but this time he was on the receiving end of a kick to the jaw.

"I told you that I don't have time for you Megatron," growled Optimus Prime as he shot his arch enemy in the back, taking out two of Megatron's back-mounted cannons. The Autobot Supreme Commander calculated where his foe would land and moved to that position in order to deliver another devastating blow. As usual with Megatron, he messed up Prime's plan by turning around in mid air and firing a shot from his fusion cannon. The energy blast struck through Optimus' leg and brought the Autobot down, but he was no where near being out of this fight. Using his experience from past fights with Megatron, Optimus Prime predicted his foe's move and transformed in order to get away. Once the former gladiator was back on the ground, Prime transformed to his robot mode and let loose a barrage on Megatron.

The Decepticon sought cover from Optimus' attack and looked for a weapon he could use against his nemesis. What Megatron found was a large jagged rock, perfect for penetrating Prime's armor. He took a shot and threw the projectile into Optimus' chest, right below the spark chamber. However, this successful blow to Prime cost Megatron his fusion cannon and his left arm. "Damn you Optimus Prime," he roared.

Prime, on the other hand, did not wait for Megatron to finish his statement and punched him dead center of the face. Optimus then struck his rival twice more before he took a blow to the gut. The Emperor of Destruction tackled the Autobot Supreme Commander, thus turning the fight into a struggle to get on top. After several turns and blows to the head, Prime appeared to be to one on top. "What do I have to do to make you stop this meaningless fight," shouted Prime as he punched Megatron in the face. However, Megatron had a different idea; instead of answering Prime's question, he slammed his energon mace into his back.

"If you want me to stop, then you'll have to kill me Prime," answered Megatron, again swinging his mace wildly at Optimus. Prime was used to this style of combat that Megatron turns to when he is in a blind rage, but there was something different and that was painfully obvious. Each time Optimus dodged a swing from the mace, a missile or two would follow and hit him before he could avoid them.

Fortunately, Megatron was running out of missiles and Prime knew that would signal his chance to attack. He dodged the purple mace and shoulder tackled his foe. The Emperor of Destruction stumbled back, but was quick to regain his balance and block Optimus' attack. "Now you've done it Prime," he hissed and pulled out a long sword that he'd used when he was a gladiator in Kaon. "This is the same sword I used to carve out Sentinel Prime's spark. How fitting that you will die by the same blade."

Optimus took advantage of the time Megatron used to deliver his little ramble and pulled out the jagged rock in his chest, a flimsy substitute for a club, but it would serve its purpose. "Hate to disappoint you Megatron, but I don't intend on dying today," Prime responded. As expected, a mere piece of Lunar rock could not and did not stand a chance against a blade forged from Cybertronian steel, but it did set the stage for the Autobot Supreme Commander to end this battle. Using his free hand, Optimus disarmed Megatron and leveled his exhaust blaster on the now freed hand with the tyrant's face. Due to his injury, the shot was not very powerful and Megatron was able to prevent it from hitting his head, but it was enough to disable his right shoulder. "It's over Megatron, you've lost," said Prime, aiming his recovered rifle at his enemy's spark chamber. "To be perfectly honest, I am really tempted to pull the trigger and end this eon long battle right now, but I have more important matters to attend to." After shooting Megatron in the legs, Optimus turned to face his next opponent, Nemesis Prime. "Let's end this right here, right now, Nemesis Prime, or should I say Princess Keres of Saturn" he stated and fired a shot at the female Prime.

Nemesis Prime glared at the Autobot, but only tilted her head in order to avoid the laser meant for her. "No," she replied with her arms still folded. "When I fight you, I want you to be in your best condition instead of the pathetic one you are in now." The black Prime uncrossed her arms and took hold of the Silent Glaive. "Besides, you haven't finished your fight with Megatron, you only won the first round," she hurled the Saturian weapon into Megatron's spark, but it did not kill him. Instead, Megatron's body was levitated and engulfed by a black aura. "Behold the power to reformat even the most damaged transformer, a gift from my master." When its work was complete, the glaive returned to its owner's hand and the black aura faded.

Megatron's body was no longer present and a new, thinner robot stood where Megatron previously laid. Optimus examined the fruits of Nemesis Prime's power and found it terrifying. The odds were definitely against him, seeing that he was seriously damaged while Megatron had just been upgraded. The most obvious difference was that this new version was mostly purple instead of just silver. The bulky rectangular frame that formed Megatron were replaced with circular armor and a smaller fusion cannon. "Be glad, Prime, for you will have the honor of personally dying at the hands of the most powerful being in the Universe, me. FOR I AM GALVATRON!"

Unbeknownst to Optimus, Galvatron, or even Nemesis, there were two bots watching them from a safe distance. "Do you think Optimus Prime has a chance," asked one of the observers, currently in a beast mode.

"I don't know, my friend. What I do know is that this will prove whether or not Optimus Prime has the metal needed to be leader of the Autobots."

Earth, Europe:

'Oh my dear Endymion, why must you love that girl from the moon? Why can't you realize that I am here and that I can give you all the love you need,' thought a beautiful, red haired girl, about eighteen years old, as she stared out of the window.

"Beryl, stop daydreaming and go help your father collect the harvest," shouted an old woman to her daughter.

"Yes mother, forgive me," the young woman shrieked, placing on a pair of worn out shoes and running out the door. She grabbed a large cloth sack and a sickle and ran towards the wheat field. However, she stopped half way and dropped the tools in her hands. Beryl's red eyes widened as she stared at a large black metallic being with fire surrounding its body. "De...de....demon," she screamed and sprinted back towards her house.

However, the metallic creature had a different plan and grabbed the teenage girl in its hand. "Relax Beryl, I have been sent by my benevolent master, Unicron, in order to give you the power you need to win Prince Endymion's love," the giant's words helped calm the girl, while he injected an evil energy into her without her knowing. "I am known as the Fallen, and now I am your ally.


Preview: In every part of Mare Serenitatis, battle rages between the Autobots and the Decepticons. Prowl and his band must fight off a seemingly never-ending swarm of Insecticons while protecting Minako. Kup and his group must work with Ami if they are to survive an engagement with the Butcher of the Bog. Michiru must hold her own against Wierdwolf while the Dynobots clash with the Predacons. Haruka and the Wreckers must fight off the Mayhem Attack Squad . Makoto, Blaster, and Ultra Magnus are locked in combat with Soundwave and his unit of Decepticons. Rei is having difficulty in persuading Omega Supreme to give up his hunt for the Constructicons and support the evacuation of the city. Hotaru and Arcee must find a way to bring an end to Flamewar's onslaught. Soran and Rodimus must continue their search for Hotaru while repelling attacks from the new and powerful Decepticon, Cylconus. And while all of this is going on, Optimus must find a way to survive his battle with Galvatron. Next chapter: All Hail Galvatron.