Super awesome galaxy-sized thank you go out to the three very special reviewers who took the time to review this little indulgence! Thank you to Silveriss, theshadowcat, and Bluebird Soaring! You three are the most amazing reader/reviewers ever and the time you took to review this fic warm my heart!

Also, special thanks go to Lady Tecuma for the spot of editing she did! Thank you Tecuma!

Nightshade & Waspinator- Nightshade is a character developed by Violetlight and belongs exclusively to her; Waspinator is a character that originates from Beast Wars, but has been converted into a symbiote by Violetlight to be partnered with Nightshade. I am using Violetlight's version of Waspinator. I did seek permission to use this specific pairing; if anyone else wishes to use them in their stories, please go to Violet for permission.

When Heaven Fell
Chapter 3
"The mind can make a heaven out of hell or a hell out of heaven."- John Milton

Orns passed in a slow ooze of time in which each passing breem was another layer of restlessness settling up Flamewar's shoulders. The Scrapions, despite the dire lives they lived, continued to accommodate her in the same welcoming fashion that they had greeted her with the day she arrived. Energon was scarce, nonexistent at times, but what they had they shared generously. She stayed in Virus's shelter, recharging on Worm's empty berth, and aiding the mercenary as she went about preparing for the two-bot assault they were about to hit Kaon with.

Life, as Flamewar quickly learned, moved at an entirely different pace within the Scrapion camp than it did everywhere else. It was some form of detritus filled oasis in the middle of the war torn landscape of Cybertron. The Scrapions were all for the Decepticon cause, for the betterment of their society through enforcing their superiority over other lesser species. They listened intently whenever Flamewar spoke, and scrambled head-over-heels to fetch whatever she may have needed at the time.

Debris, the old pockmarked leader of the small band, was ever kind and generous as the orns slipped by, continuing to accommodate Flamewar and her growing restlessness with a bottomless well of patience. On the occasion when she would grow bored of accompanying Virus or keeping Scrapions company, the old mech would offer her respite in his old smithy where she would be allowed to work with whatever materials she wished, working for joors on her armoury in undisturbed peace.

Even Virus, she found, was different within the confines of the camp. She was still more or less grotesque, doubtlessly a consequence of looking like a four-legged scrap heap, but her personality softened at the edges. Sometimes a glimmer of the femme she once was shone through; in the way she spoke, in the manner she treated repairs to her fellow mercenaries and Scrapions alike. It appeared a sliver of Moonfly still existed in Virus.

One could get used to the peace the Scrapions offered. Which Flamewar found was the most disturbing fact of all.

On the night before they were supposed to set out, Flamewar found herself in the medical shelter being checked out by a rusty, diminutive Scrapion while Virus saw to Trojan and Worm. The two hulking mechs had finally regained consciousness in a partial capacity, but they were still healing and had yet to be moved. The raid on the Junkions had been successful; there had been enough energon to treat the two, and then feed the rest.

"Yes, that's right. Flamewar and I will be attacking Kaon tomorrow," Virus uttered quietly as she went about her duties checking their vital signs, seeing that their self-repair programs were still in working order.

Trojan's optics moved somewhat to better focus on the shuffling quadruped.

Virus sighed as if the mech had said something. "No, I will not reconsider this, Trojan. Flamewar has contracted me and I will not go back on a contract." There was pause as Worm shifted and Virus nudged him into a more comfortable position on his berth. "Sorry, Worm, but neither Flamewar nor I can wait for you two to back us up. Kaon is still high on the victory and disorganized. If we wait any longer, we'll lose the opportunity."

Worm's hand moved to pat Virus weakly on her broad shoulder. She laughed, shaking her head.

"Thanks for the thought, but I won't need your luck. I never do," she assured, pushing her faceplate against the mech's limp hand. Her optics drifted to Flamewar's watchful gaze for an astrosecond. "And I doubt Flamewar will be in need of any luck, either."

Flamewar gave a non-committal shrug, choosing to pretend she was more interested in the examination she was undergoing rather than the odd one-sided conversation taking place right next to her. The two mechs were Scrapions, though from a different sect near the Simfur/Black Expanse region, and had reformatted to join forces with Virus; their frames, while heavily armored, were still pieced together haphazardly; they were lacking in vocal processors. Curiously, Scrapions and Virus alike treated the pair as if nothing was wrong, carrying on conversations as if nothing was amiss. As it were, Flamewar chose not to inquire about it in case she insulted her guests, and she was reluctant to do so after developing a fondness for Debris and his people.

The small mech examining her, only a small bit larger than herself, smiled weakly and patted her arm. "You appear to be in one hundred percent working order, Flamewar," he said. "All your systems check out, so all I can say is for you to get some recharge tonight and you'll be ready for anything tomorrow."

"Good. Thank you, Riffraff."

Riffraff twittered nervously, bowing low and scurrying out.

Virus turned to watch the mech leave, and then made her way to Flamewar's side. "Are you ready for tomorrow?"

"Yes." Flamewar replied firmly.

"Nervous?" Virus asked, smirking.

"Not in the least bit."

"I didn't think so."

Flamewar lifted her pulse blaster from the near by examination table, turning it over in her hands and inspecting it herself. "There's a good chance that we won't survive if we do this," she said, a grim smile stretching her mouthplates.

"That's always a possibly when you're a mercenary," Virus shrugged. "We're the bots that do the things the rest of the universe doesn't want to dirty their hands with; if we live, all the better for business. If we die, who's going to miss us?"

"Then let's hope we don't die. I still have someone out there I have to wait for," Flamewar said, slipping her weapon into subspace and then moving to inspect the other pieces of her arsenal.

"As do I," Virus replied. "Have you heard back from your contact in Quel-Caol Outpost?"

"Yes. Harlotease is more than willing to assist us," Flamewar said.

"Good. Than all there is for us tonight is to retire and make sure we're ready for tomorrow."

"Not a problem. But how about you? Up for taking on Kaon?"

Virus laughed darkly as she shuffled her way out into the twilight air. "More than ready," she replied. Between her fangs, her viral injectors glittered ominously.


Dull grey dawn saw the pair at the very edge of the Decepticon's Kaon base perimeter. Hidden amongst the detritus surrounding them was the Darksyde, doing what it did best; looking like a pile of entirely convincing slag.

Scanning the nearby posts, their suspicions were confirmed. Kaon was still riding its battle high. The posts were empty and the grounds were silent. The mechs were probably still inside partying like there wasn't a care in the world, as if another Autobot base wouldn't retaliate for the insult they were dealt, as if two 'Cons weren't standing just outside the gates waiting to take down the entire complex within.

Virus made an impatient noise, swinging her broad head about to survey the base. "It's exactly as I remember," she commented darkly.

"War makes renovations difficult," Flamewar replied.

"At least it makes it easier to attack. I know which vital systems I need to infect and exactly where their access points are."

"Lucky you," Flamewar said flatly, her crimson optics focused ahead. "My targets have a tendency to move."

Virus huffed a rough laugh. "The live ones always do. Shall we?"

Flamewar scanned the area one last time, optics trailing over the place she had called home for a very long time. "It's time." She connected to the Darksyde's antiquated comms system, sending out a hail to the remote Quel-Caol Outpost where her femme contact was stationed.

"This is Communications Officer Harlotease, at your service," a femme's velvet voice purred over the channel. "How may I please you today?"

"This is Commander Flamewar," Flamewar growled. "I trust you're still prepared to help us?"

A light chuckle rippled through the comms. "Of course. Anything to get back at the slag-heads who stuck me out here in the middle of nowhere. Say the word and Kaon's security will be down."

"Soundwave will not be a problem?"

"Of course he'll be a problem, but I'm willing to take the risk for a little payback," Harlotease replied. "I'm nowhere near his skill level, so the best I can give you is a few breems of downed security. Is that enough to get you in?"

Flamewar glanced to Virus, who nodded firmly. "Yes, that will be sufficient."

"Good, then I'll work my magic. Good Luck. Harlotease out."

"Flamewar out."

Virus shifted, her claws scraping the ground and tossing plumes of rust-coloured dust. "You know the plan?"

"Yes."

The beast nodded. "I hit the tech, you go after the mechs. Once we're in we're on our own. If we make it out, all the better."

There was a brief, barely detectable flicker in the perimeter sensors; the sign that it was safe to cross into enemy territory. With a final nod exchanged between the two femmes, Flamewar broke into a run while Virus charged into a heavy gallop, both heading straight for the main entrance. The main yard, utterly unguarded aside from the temporarily shut down automatic sensors, was empty, quiet, and quick to cross. Signs of victory celebrations laid about the yard; a scattering of energon cubes- empty of course; torn up ground where possible brawls between over-energized mechs were fought; scorch marks here and there from overly excited mechs letting a few rounds loose.

Disgusting.

Flamewar did her best to keep her optics focused ahead on her target and not on the disarray around her. She was appalled that in the orns she'd been away, Kaon had spiralled into this cess pool that rivalled the Scrapions' camp.

They hit the fortress's main entrance unimpeded. In a blur of black armor, Virus released her shoulder mounted cannons, blowing away the fortified paneling that covered the access consol. Snarling viciously, her viral injectors shot out and embedded themselves within the metal and wires.

The doors thrust open for them.

"We're in." Flamewar smirked darkly.

"Let the fun begin."

In the instant that their feet crossed the threshold, a scream went up throughout the base; intruder alarms. Harlotease had finally lost to Soundwave's superiority. The stark entrance hall was not empty, low-ranking 'Cons now standing frozen in their shock as they stared out dazedly at the invaders silhouetted in the dawn light.

With a roar, Flamewar began the attack. Flinging herself forward onto the nearest mech, nothing short of dark euphoria flood through her the instant her sharp hands delved between slates in the screaming mech's armor, wrenching them apart in a glorious gory spray of energon. With his chassis open, she drove her hands back in, reaching for his energon pump. For a spark-stopping moment, she held it cradled in her palm before ripping it out in a hot cascade of glowing fluid.

Others were upon her in the astroseconds that it took for her to complete her first kill. The ones that followed were just as easy, just as deliriously satisfying. Their frames laid in a tangle at her feet and their energon soaked into her dark armor, tinting it a gory shade of blue, giving her a deathly glow under the severe lights.

They were underlings of no real importance or consequence. Under-trained and ill-prepared. They stunk of high-grade. Their movements were slow compared to hers, inexperienced, almost frightened.

She was a Commander, one of the elite, trained in the ways of battle through the gladiatorial rings and honed to perfection through war. She was a force to be reckoned with. Small but powerful. She was invincible.

Every mech she ripped into held Starscream's faceplate. Despite their weak, impassioned pleas that failed to sway her, Flamewar pasted Starscream's pointed faceplate over theirs, hearing his rasping voice beg, pleading for his miserable life. The very thought made her laugh. She was giddy on the kill. She relished in the thought to spilling the Air Commander's energon, revelling in the hot slick feeling of life-sustaining fluids bathing over her.

A decapitated head flung by, claw marks evident along the severed neck column. Darting a glance from where the rolling head had come, the warrior caught sight of a larger stockpile of disassembled frame parts in a spreading pool of energon. A flash of rump was all she caught before Virus disappeared around a sharp corner, heading straight for her main target; the command center.

Smirking, Flamewar clawed out her currently attacking opponent's optics, wallowing in his final cries and she finished him off with a flourishing sweep that severed his head from his frame.

Weak.

It wasn't enough to satisfy the burning need that churned inside her spark, the consuming desire to have the entirety of the base pay for the insult that Starscream dealt her, for tossing her aside as if she was worthless, for taking away her lover as some form of sick joke. She wanted more. She needed more. And she knew where to get it.

Flamewar's laughter was high and sharp as she raced off towards the recreational/training area of the base. Her feet flew without thought, nimble, quick, making hardly a sound. She could have been blind and still have found her way. And it seemed Primus had finally decided to favour her, as she was gifted with prey upon prey to cut down from her path. They were all the typical Decepticon mech, nearly three times her size, lumbering hulks that barely had control of their own mass. One by one they fell by her hand, and a little more of Flamewar's tortured spark was lifted.

Through the haze of energon soaked air, a rumbling voice shattering the atmosphere.

"Flamewar! What is the meaning of this?!"

Skidding to a wild halt amidst the battle-frenzy she was immersed in, Flamewar swung around to face the looming danger that stood palpably threatening behind her.

"Soundwave."

He advanced on her by a step, his symbiotes backing him with their weapons trained.

Flamewar focused her bright, wild gaze upon the mech, dripping claws tensed and ready to attack. "You want a piece of me too, huh?" she hissed.

Unwavering, Soundwave continued to advance from his station at the end of the corridor, stepping over felled mechs and sloshing through cooling pools of spilt energon. He was the very presence of a threat, exuding the aura of a contained storm, of silent power waiting to be unleashed.

"What is the meaning of this?" he reiterated. This time his voice was far quieter, more deadly, focused. Silently, he transmitted for Ravage and the others to hang back; Flamewar was out for energon and she'd already taken out bots bigger than them. If it came to it, he would fight her alone. He was a capable fighter with his own "special" talents, giving him a distinct advance in the many forms of combat. If he and Flamewar engaged, it would undoubtedly be an interesting match.

"You're asking me why I'm doing this?" Flamewar asked disbelievingly, bristling furiously.

"Yes." He was firm, unbendingly demanding.

"This was my home, Soundwave!" Flamewar spat. "I was raised in Kaon, my entire life was here!"

"So?"

Horrible emotional agony burned through her spark, the single callous word causing a spasm of hatred and the impulsive need to kill to drive through her. "So? I was just tossed aside by Starscream as if all that meant nothing! As if I was worthless!"

Soundwave tipped his head, his visor masking any and all emotion that might have flitted across his faceplate. "I was not aware that Starscream issued any such order. Are you sure it was he that ordered your dismissal?"

"Who else could it have been?!" Flamewar snapped back, springing into a battle ready stance as another mech came barrelling out a door, attempting to intercept her path. Soundwave watched impassively as the femme indulged in the brief scuffle, slipping between the mech's legs and launching herself upon his back, bludgeoning open the back of his head and gouging out his processor. The move cost her dearly though, leaving her open to be rammed into the open wall, shards of the torn metal plating embedding themselves in her already ravaged back.

Disentangling herself from the fallen body, stumbling with slight difficulty away from the slaughter, Flamewar fixed Soundwave with a hard look. "You don't honestly believe that little creature Counterpunch is capable of showing that much initiative, do you?"

Cross-referencing the designation Counterpunch against Kaon's roster and stats records, the mech described was nearly laughable. "Point taken."

"Then go after Screamer if ya want yer damn revenge! Kaon's got nothin' ta do with it!" Rumble growled.

Flamewar's optics flashed. Soundwave moved to shield his mouthy Creation, Ravage moving smartly to grasp hold of Rumble's back plating and drag him out of the line of fire.

"If you haven't noticed, you half-bit puppet wannabe, Starscream's not here," she hissed, "but Kaon is, filled to the brim with every damn mech dumb enough to follow that fragger."

Ravage eyed the hall strewn with the frames of fallen comrades. "You have a ways to go if you intend to kill us all," he said, his deep voice reverberating eerily through the now silent hall. At some point, the alarms had stopped screaming. "This is not even a fraction of the number of mechs on base."

"Never said I wasn't up for a challenge," Flamewar growled back.

Soundwave continued to stare, trying to assess the unstable mindset of the femme. By her stance, by her tone of voice, by the very feel of the erratic waves of nauseating hysteria rolling off her, he knew Flamewar had no intention of leaving this base alive. He understood the feeling. He knew the rage that churned inside her as a reflection of his own when Frenzy had been taken from him. He knew all too well that it would do her no good.

"What about Barricade?" the stoic mech asked suddenly.

Flamewar frozen, processing the name that slipped from Soundwave's vocal processor. "Barricade?" she whispered reverently. It felt as if she had forgotten him in all the fury of battle.

"You intend to make this place your grave, but what of Barricade, Flamewar?"

"What of him?" she asked harshly, now distrusting every sound that fell from Soundwave's vocals.

"You and he were this base's worst kept secret. It was no mystery that you held… interest in each other. Should you die, what do you leave him?"

Struck by the question, Flamewar was saved issuing a response by a sudden clatter of noise behind her. Surprised that someone had gotten so close, the femme spun, only to be met by Nightshade, Soundwave's apprentice. She was a young femme, nearly out of her apprenticeship with her master, and far more formidable than she looked. Armed with a needle-pointed rapier driing stright for Flamewar's spark, there was no question about whether or not Nightshade meant business.

Laughing, Flamewar leapt forward, taking the other femme by surprise. The blade wavered, enough to give Flamewar room to manoeuvre in. With a deft hand, she grasped the attacking arm and twisted it hard into the wall, knocking the thin blade out of Nightshade's hand. Young as she might be, Nightshade was not about to be taken out, even though her master had expressly forbidden her to try to engage her old Commander on her own. She fought back viciously, employing vorns of old battle training and sparring with Frenzy and the symbiotes. Anything within arms reach became a weapon in her hands.

"I see you've improved in hand-to-hand combat since you were last under my command," Flamewar hissed, grappling with her ex-underling.

"Master Soundwave is a good teacher at more than just communications," Nightshade growled back, throwing her weight against the larger femme.

Flamewar grunted, stifling a laugh. Nightshade may have been blossoming into a sufficient fighter, but she wasn't advanced enough in the ways of war to best her yet. With a well timed twist of her arms, Flamewar wrenched free from the grappling match, taking the other femme by an arm and swinging her around.

"What are you-?!" the demand was cut off as sharp fingers took hold of Nightshade's neck column tightly, Flamewar forcing the both of them to spin, facing Soundwave once more. The frenzied Femme Commander hissed at the symbiotes as they attempted to launch themselves in Nightshade's defence.

"Don't even think about it," she warned, her grip on the femme's neck tightening. Her hot red gaze slid to Soundwave. "That includes you." Being that Nightshade was a femme, she'd been under Flamewar's command before the dispersal of the femme ranks, and, knowing that, Flamewar also knew her ex-subordinate's peculiar attachment to her master's symbiotes, and they to her. Not to mention Soundwave's particular attachment to her. Something the warrior could use to her advantage.

"Release her." Soundwave commanded.

"Not yet," Flamewar growled. With her free hand, she plucked the femme's buzzing scrap of a symbiote from the air and tossed it aside. Waspinator bumbled along the hall until he finally went down in a heap, buzzing morosely.

"Do not harm her." The Communications Officer was fuming in silent fury.

"I won't." Soundwave had reminded her of her one reason to stay alive, there was no way she'd do away with her one bargaining chip that would allow her safe passage out. "You're going to let me out of here without a scratch and no harm will come to the femme."

Nightshade struggled, frame working to free herself from Flamewar's unrelenting grip. "Don't do it! She's killed nearly three-dozen mechs! She's insane and needs to be executed!"

Soundwave and his Creations were reluctant to respond.

"Oh, for the love of Primus! Just shoot her and get it over with! I don't care what happens to me-!" Again, Nightshade was cut off as pressure increased over her vocal processor. Soundwave's visor flashed, the gathered symbiotes practically bristling out of their own armor to jump the crazed femme that held their "sister" captive.

Flamewar traced a claw along the strange, collar-like structure on her hostage, scratching a long silver gouge into the paint. "Oh, Soundwave, what will you do when it is more than just your precious pets that are being threatened?" she asked nearly wistfully. "What will happen when the Decepticons forget how useful you are and they toss you aside in the scrap heap? What fate will befall you then?"

Soundwave had a hand out for Nightshade, silently commanding her to be handed over. "That is none of your concern. I intend to never let that happen. If you would release Nightshade, your safe passage will be secured. I will lock down all wings other than your escape route."

Flamewar continued on as if she had not heard, leaching enjoyment from the torture. "I never thought it would happen to me either, you know, but it did, and it will happen to you whether you intend it or not. The Decepticons are nothing now…" She sighed poisonously as she mirrored Virus's own words. She stared around at her once-haven, her castle she once reigned in as a commander. It brought nothing but distain to her now. "I'd leave before something… bad happens to you," Flamewar warned, her claw niggling between Nightshade's armor to play with the wiring beneath.

"Leave, Flamewar, before my patience is spent with you," Soundwave growled.

A roar reverberated through the halls, the sounds of battle drawing near. The lights overhead suddenly blared bright, and then, one by one, exploded in a fantastic shower of sharp shards. It continued down the hall, followed by several consoles blowing out of the walls.

Virus's infection had taken hold.

Flamewar slanted Soundwave a hard look. "Yes, I do think it is time to leave." She grasped tight to Nightshade and drew her close, close enough to touch foreheads and send the mech watching an acidic glance.

"Just remember, not all precious things are cherished by Decepticons," she warned, throwing the struggling femme into her master's arms.

The corridor was plunged into utter darkness, but her proximal sensors were still working at full capacity. She launched herself through the halls, ignoring the searing pain of her entire frame screaming for rest. The sounds of ferocious battle drew her into a hall still partially lit by unaffected lights, although the viral wave was nearing if the wavering of their intensity was any indication.

Virus was locked in a grappling contest with Motormaster, his hands grasping wildly to fend off the beast's madly snapping jaw.

Flamewar shot by. "I have a way out," she shouted as she ran.

"You're still alive?" Virus grunted, even as Motormaster twisted his grip and dislocated her lower jaw. It hung on by the wires, flapping uselessly.

"It would seem so, but not for long," Flamewar barked, un-subspacing her pulse blaster and laying into Motormaster with a barrage of energy blasts. He went down with a furious roar.

Nodding her agreement, Virus set off at a wild gallop behind Flamewar's sure-footed run. True to Soundwave's word, a garbled warning of an initiated lock down echoed through the roaring halls. The paths they took miraculously remained clear.

Into the crumbled entrance hall and through the place where their slaughter first began, they flew out the doors. Beyond the walls of the base, the mechs had gathered and seemed to be under the impression that this was all just a fight for the hell of it. The chaos of the ensuing brawl allowed Flamewar and Virus to slip by virtually unnoticed.

Sated vengeance thrummed through their sparks hotly, making them feel alive, accomplished.

Without the use of her lower jaw, Virus could only grunt and jerk her head in the direction of the Darksyde.

Time to go.

Flamewar nodded, pausing only long enough to look back as her once-haven fell amongst the chaos she helped start. The sight was invigorating.

Even if she had sold her spark into service in order to make this happen, she'd never felt more… free.