AN: While I use the same world of Cybertronian science for this fic as I did for Conceptions, they are AU to the other. Well, Megatron's reason for bellowing his name when he breaks free is my personal canon, but we know how that goes.


The frumious Bandersnatch

The thing that Cybertronians hated worst about the cold was the part in which there were liquids that solidified. Specifically because they naturally operated at a temperature that was greater than the freezing point of most liquids, which meant that it was fairly easy to accidentally stumble across a substance that just ... wasn't good with metal beings.

When Megatron aimed his descent into the white peaks of the planet, he was only thinking about the magnetic poles. He had never run across this ice before. He didn't know that tearing through the atmosphere would superheat his alloy to the point that not only would he instantly melt a hole deep into this solid white substance, but that it would instantly freeze again. He did not know that water behaved in such a way that when it solidified, when the molecules slowed down to freeze, that it would expand. He didn't know that he would flood his own body with liquid that would then expand -- not only to trap him, but to actually disjoint and tear apart his armor.

He would find out, though.


The agony was complete. It was total. To say that it was all he knew would be an insult -- to just how much he was suffering. But at the same time, he was adjusting. He was not to be so easily defeated. He would not die -- he -- he ...

Who was he?


He had a name at some point, before the White and Gray stole it. It was buried somewhere deep inside him. He had plenty of space to think about it, but the White and Gray nagged him and he could never ignore it long enough to remember.


There was one driving need beyond all overs. A location. It was the only thing he could hold onto against White And Gray.


He was prepared to ignore the first disturbance in the Whiteandgray, but for the tickle of startlement and wonder in his palm. It gave him something to focus on. Some tiny thing in his palm. Unimportant -- but ...

... but it communicated. He could feel it, so it must be something to communicate with. So he told it The Location.

... who was he, again? ...


A dark place. He hated it, but ... at the same time, it took away the Whiteandgray, which wasn't so bad. He could feel coherence come back to him. Wires reconnecting, his armor slowly fixing itself through self-repair systems ... but it was still wretchedly cold. Sensation came back to his limbs, and he was aware of the nasty little swarming things but --

... but it was still cold. Body on the mend, and he couldn't remember ... couldn't remember ... Location ... and couldn't remember ...


He loathed this little swarming things, all over him, all staring at him. Their dumb dull eyes and disgusting meaty voices, their wretched oil-curdling functions and their primitive language. He wanted to get them off him and away from him, but his higher processors were hindered ... they were using their ice ...

They were like a virus, crawling over his body and cutting into him and looking at his internal functions and calling him by their primitive language. It crawled into his processor, like some sort of glitch and he seethed at the indignity of these hideous little things just barely crawled out of the primordial ooze that birthed them. They dug around inside of him and cut things out and ogled as his self-repair systems repaired and regrew. Thankfully they were far too primitive to be able to do any serious damage to him ... incapable of cutting out anything he couldn't remake, stealing it from their pathetically thin atmosphere.

But what they took from him, they dissected, and replicated (poorly, none of the metals they had were nearly good enough to support the full complexity of his existence), and used these poor pathetic drones to study him more.

It had an insidious type of loathsome genius he had to admire. But he -- (somehow he knew this) -- was well accustomed to loathing things that impressed him (a vague thought, something --someone? -- with a vocalizer that would shame the creator and a mottling of metals brighter, more extensive than his own).

Who was he, what was his designation? This little flesh-things stole it from him and he hungered for that knowledge.


"Dear God, what is this?"

Not again ... didn't they have anything better to do than show him off? He loathed these little ant-worm creatures ... he especially hated their idiotic little explanation of his existence. He was certain (and if he could access his files, he could prove it) that his sensors were far too advanced to be disrupted by natural science. Just because their bastard drones derived from him couldn't handle natural phenomena ...

"We call him NBE-1."

"Sir," one of the little ant-worms said, and something very central to him recognized that tone, even in the meaty voices these little disgusting things used. Whatever that quality was earned the ant-worm all of his wary sharp attention. "I don't mean to correct you on everything you think you know," the little insect-fleshling said, "but ... that's Megatron."

Megatron. That sounded very important -- powerful -- to him. The last bit of his available processing power (not much, he instinctually knew, barely enough to be called sentient) focused on this meat-bug.

"He's the leader of the Decepticons." Matter of fact, and insubordinate. It would have amused him if he wasn't paying so much attention, greedily. The flesh-things never said anything important to him, and this was very important.

The other two crawling flesh-drones began talking -- (he only vaguely heard them, they weren't saying anything he didn't know except that this little insubordinate thing was birthed from the flesh-bug birthed from the fleshling that had landed in his hand -- they had emotions, an EA field) -- they bragged about the bastardized drones. "NBE-1 -- that's what we call it."

He was always 'it' when the leader of this crawling flesh-ants was irritated. He wasn't fooled -- but he was amused. That one had also triggered the part of him that recognized something about the ant-fleshling, something familiar about the oscillating loathing and adoration showered on him, but right now, he was focused on the one that -- had it? Had it called him Megatron? Was that who he was?

"It's the All Spark," the descendant-of-who-he-had-gifted-The-Location, and All Spark was powerful -- important, too. Still sharp, still insubordinate (he was amused now, that flesh-thing was one of the meat-ant's higher leaders, wasn't it?), the descendant-of-who-he-had-gifted-The-Location continued: "they came here looking for some sort of Cube lookin' thing. Anyway, Mr. NBE-1 -- AKA, Megatron, that's what they call him -- whose pretty much the harbinger of Death, wants to use the Cube to transform human technology to take over the Universe. That's their plan."

How ... endearing. Someone had certainly fed the flesh-ant a story, hadn't they? And he -- he could almost --

Incredulously, so very defiant, accusatory, the descendant said: "You guys know where it is, don't you."

The Location was here?


He felt the temperature rising. With so much activity going on inside his head, brought on by everything he'd heard, the moment the cooling system turned off, the ice began to melt.

Slowly, higher processor activity came back to him. Slowly, the Important Sounding Things that he had heard from the descendant began to connect to surface information. Electrical pulses rocketed back and forth with furious intensity, more and more becoming clear. Finally, he began to move, to break free. Free of the Whiteandgray, free of the Agony, and free to squish the ant-fleshlings.

But mostly, he knew who he was, after vorns of self-ignorance, and he had that insubordinate little meat-thing to thank for it.

"I am Megatron!"


Megatron wasn't sure what insanity it was that had him give the command that none were to injure the descendant. After Frenzy gave him a full update, he knew that it would be a rather simple command to follow, as this ... Witwicky fleshling was a pet of the Autobots (he should have expected that the Autobots would feed him some story that lacked any logical good sense. Oh, he might have eventually thought to give life to the technology of Earth, but it was more likely he'd destroy the bastard drones that were only mindless dead machines made from his own flesh).

So, perhaps it didn't come as a surprise that he wasn't sure which he was looking for more: the All Spark, or the ignorant little descendant who -- of all mechs -- reminded him of his own Second in Command: Starscream. Therefore, it was all the sweeter when he discovered that they were together.

"(Your little fleshling is here,)" Starscream had sneered over the radio comm line, accompanied by the location. "(I lost it in the confusion, Oh mighty Megatron.)"

He would punish Starscream later. As long as he knew the location of one of the two things he was focused on for right now, then he could focus on the other. But -- Starscream must have been blind (or more likely: treacherous) not to mention that the All Spark was with the descendant! It was slightly amusing to chase the little fleeing thing, watching the descendant flee through dangerous situations, carrying the All Spark in such a conveniently small form. Megatron was not surprise that the flesh-ant kept running, rather than hand the Cube over. He knew enough about these wretched things that once they started running, they tended to continue. It made for extra enjoyment when the Descendant actually activated the Cube's powers.

How interesting that it would respond to the fleshling's fear and create protectors. That -- that would be stored in his banks for later.

Running down fleshlings was strangely exciting. Or, at least, running down this one was. The others were brainless, frightened insects ... this one ... this Starscream-like little thing ... did this descendant have Starscream's cowardice, too? Well, there was only one way to tell -- dente bared, he tore through the levels of the building. Megatron knew exactly how he'd like to test it out.

Finally, he caught up with the descendant, thrashing through the roof of the building. He still clutched the All Spark, retreating from Megatron's emerging form and clambering up to get as far away as he possibly could, on the other side of a humanoid statue. "Is it fear or courage that compels you, fleshling?" Megatron ... asked. He was impressed, still. Even though he was hiding from Megatron, even though the stench of him said fear, he felt ... compelled himself to be somewhat polite. The descendant gave him his name back, after all. Megatron would have remembered it as soon as all his processors were up and completely online, of course ... but for a thousand years, he had not heard his name spoken, until then.

He ignored Starscream, watching from a building nearby, ignored the radio demands for an explanation, ignored the incredulous comments about just taking the All Spark and killing the little fleshling. Naturally, Starscream would assume that Megatron had been offended by this thing and wanted to kill it himself, but Starscream would never understand what was going on this roof top ... between he, Megatron, and this little flesh-bag, descendant of the one that had given him the information that these little animal-beasts had sentience.

Megatron edged around, until the fleshling was no longer hiding from him, but the descendant did not move -- it wasn't hiding. He hadn't thought it was, but this proved it. The descendant had only retreated as far as it could. "Give me the All Spark," he offered, being rather polite for a mech of his prestige. "And you may live to be my pet." Now, they would see ... now, cornered, with no other way to go but down, they would see ... this fleshling had Starscream's intuition, his insubordination ... did it have his cowardice?

The descendant slipped, visibly measuring the distance all the way down, verbally panicked -- Megatron cast an irritable glance at the circling flesh-ants. If they interrupted his test ...

They seemed to goad the fleshling into a response, however. The descendant leaned around and defiantly yelled, "I'm never giving you this All Spark!"

"Oh, so unwise," Megatron purred, but the answer satisfied him. He had to separate the All Spark and the descendant from the statue, and the quickest way to do so was to simply destroy it. Then he leaned forward, using precision and speed that no human or human machine could match, and Megatron's claw wrapped around the falling descendant and the All Spark. It was all his. Remembering how it had responded to the flesh-creature previously, he plucked it from the human -- who clung to it even now, making a wounded noise when his fragile meat fibers tore and Megatron pulled the All Spark away.

"Yes," he hissed, exuberant, victorious. He turned his optics to the descendant. "And you," he said, pulling the fleshling close to his face. "You shall not be my pet -- you shall be my soldier."

"Never!" the descendant shrieked, defiant and angry and brave to the end. Yes, excellent. "I'll never serve you!"

"Believe me, boy," he said, "you will change your mind."

And the All Spark was his.


It was only a matter of time before Megatron's brightest minds answered his call. Until then, Barricade had made an adequate guardian for the descendant when Megatron must attend to other matters. The interceptor was under instruction not to maim the fleshling irreversibly, or to damage his (prized) defiance, but other than that, Megatron hardly cared. Let Barricade sneer about what Autobots had been captured, who were killed (even if they were lies), let him verbalize his disgust of the meat that humans were made of. These were things that disgusted Megatron about the descendant as well.

He was pleased, though, when his brightest minds did arrive, and within five solar revolutions. Any longer and the descendant might have given way to his sickeningly weak species' nature. Megatron handed the descendant over.

"Make it a soldier worth my army," he commanded. "You have my permission to use whatever you must in order to succeed. Soundwave will be checking on it, and any consultation done with Starscream is to be verified through the normal channels. I want his mind intact. I will not tolerate failure."

Deluge and Shockwave exchanged looks.



The agony was mind numbing. No, it wasn't quite -- that was the problem. He was aware for every lingering second of agony. There was no getting used to it.

Oh, he might have, he supposed -- in that space where his mind detached with clinical distance to his writhing body. He no longer screamed anymore, but that was because he didn't have a throat to scream with. Apparently, there was something unlikable about it. Soon after the pain started, the throat had been the next thing to go.

And he doubted that the human body couldn't adapt to agony. So, considering the rather constant level of pain, he had to assume that it was a matter of the overall agony increasing just as steadily as he got used to it.


It appeared that even scientists dissecting 'fleshlings' had no need for much light. It was all Dark and Shadow, shades of black and gray that continued behind his lids in periods of unconsciousness. When he wasn't on a table being hovered over, he was in a room that was huge enough to induce a shrieking fear of all the space. He couldn't shriek, though. He had nothing to shriek with.


The first full replacement was calf. The limb was huge and heavy, bolted to his knee.

It took dislocating his hip and the agony of pulling what felt like yards of wire and lines out of him, but he got it off. He crawled across the room, abandoning metal and bone and wire and slicked with blood before he finally passed out.


The next time he woke up, his chest was metal. There wasn't much he could do about tearing that out. There wasn't much moving. He laid in the middle of the room and quivered and laughed (silently). Wasn't it hilarious?


He shivered in the dark, hearing the clank and clattering of metal. Claws and sharp and scraping, with unfamiliar things happening in his head and fine processes going on inside his body. Vibrations -- vibrate, vibrate, vibrate, clatter and clank. Alien, metal and wire and rubber and he hated it. Hideous. He sat in the pitch darkness, blind and unable to see even his own body (and thankful for it), warnings and a driving hunger-thirst wrecking havoc on his mind.


it was a nightmare. He came to himself in the middle of ripping into a mech and savaging the fuel lines, draining the shrieking thing dry. By the time he was beaten into submission, the mech was dry and it would take all of his stolen fuel just to keep him online.


He sat in the dark, in a corner. It had been a long, long time since he had stopped receiving false warning signs of pain in his body, and even longer since he had been able to see anything with the normal spectrum of light. Thankfully, he had discovered other ways of seeing that showed a blank bland room in monotone. The only thing of any interest was spattered stains, and bits of miscellaneous mech pieces laying around.

They fed him mechs, now. He splashed the useless fluids on the walls and left pieces just to break up the monotony of the cell, so he had something to look at that wasn't mind-breakingly dull.


He was ... he was beautiful. Perfection. Metal and strong and graceful and quick. His claws click-clacked (snitk-snakt) against metal and cement, swift and deadly, graceful. He measured the length and breadth of The Room, and found it wanting ... found himself wanting -- more space. He needed more space. He wanted to see what this powerful body could really do.

(Didn't speak

couldn't speak

wouldn't bring himself to)

He wanted to show it off. He could dismantle a crippled mech and savage its lines in minutes. He let them take the bodies, but he wanted them to know it was benevolence that he let them, that is was favors, not fear.


Explanations were sparse. He had been pulled from The Room and into public, and he complied out of that same benevolence that stopped him from attacking the mechs that brought his food and carried scrap away. It didn't take him long to note that he was ... different from the other mechs. The most important being that the others had colors -- for the most part. He saw one whose colors were shiny metal. He was mostly gunmetal gray, dark and matte, spattered with dry fuel, and he felt naked, suddenly. They were taking him somewhere while he went haywire trying to keep an eye on everything at the same time.

He got shoved around, they talked over his head, and if he weren't shorter than all of them, he might lash out with his claws. Struggling with crippled mechs in The Room had taught him a thing or two -- the first of which, weak points; (the second of which being never to assume he'd won before he had an empty husk in hand), and never to underestimate. Then he was finally shuffled into a strange room. Hitting up his files, he couldn't come up with anything analogous until he accessed his information files from Before.

Those files were incomplete, vague, and suffering from bit rot. 'Before' was when he didn't have a proper body, or a proper processor with which to take in information. Back then, he was just electrical impulses bouncing around so much meat. Now -- now, he was steel/alloy/metal/wire. He was better.

They had the technology -- (he thought that might have been a joke from when he hadn't the ability to properly collect or file data).

This was what his meat-memories implied was an 'arena'. He stepped carefully out toward the center, taking in the empty stage, the doors, and the mechs in the small observatory sections. He didn't recognize any of the mechs, though from the position that they were set up in, he was forced to assume that the large mech with others gathered around must be Megatron. Everything looked different to his not-meat eyes. Everything sounded different.

If his meat-memories held true, Megatron was why he was in this state --

No, that wasn't quite correct. When he was meat, he had figured it out, though if he had a proper processor, it wouldn't have taken him that long. He was the reason he was in this shape. Megatron had merely given him the chance.

Then he had other things to worry about ... other, very large and very scarred things to worry about. Gladiator, the meat-memory regurgitated when he poked it, and he eyed his opponent. It would have a lot of fuel if he managed to win. If he didn't, it probably wouldn't matter. The meat-memory didn't have much information that he deemed useful, and his processor said double that about the Decepticons -- or at least his place in them. He used to be a 'squishy' before they built him. But ... there was something not loathsome about having been a meat-animal, once. A meat-animal had self-preservation instincts. If he had been made from scrap completely, there was a good chance that he would have had some sort of uncertainty.

Some sort of hesitation. Not having that killer instinct.

He measured up the snapping clawing mad thing barely being restrained across the arena from him. It was possible that this had also been an experiment like him -- or a sane mech once. All that mattered to his processors and his meat-self-echo was that it was an obstacle in his way. And plenty of fuel, if they let him keep it for a while. He would like that, to be full for once and not wonder if some Decepticon would cross the line or another Autobot would be caught. Which didn't matter to him. He had to eat, and his meat-self-echoes instilled the intense need to survive at any cost.

It also instilled in him a deep dissatisfaction with his current situation. He rocked on his feet uncertainly, optics locked on the slavering monster.

"Beware the Jabberwocky, my son ... the claws that catch ... and beware the fearful bandersnatch."

Meat-memory was so feeble. Out of exasperation, he might have to learn all of the human culture all over again. If he ever lived long enough.

Then it was released and tearing across the arena at him and he fell backwards, both hands clicking and whirling as they became cannons. The first blast he fired into the thing's face, the delicate optics. It melted to slag, mid-leap, and his sensor panels quivered with excitement and alarm.

The tail caught him off guard. (It might have been another arm.) He was knocked back and into a wall while it screech in outrage, clawing at it's face. He didn't waste time, reverting his cannons and pushing himself off the ground. The blow to his sensor panels was rather startling. He narrowed his yellow optics (he checked, using the metal of his hand and the normal range of light, a long, long time ago), and began edging sideways, just to remove himself from where he'd been last.

Bad move, as he made noise and noise was all this beast had left to it.

With a furious roar, the huge bot whirled around and lunged at him. He desperately threw himself to the side, rolling with his arms wrapped around his head and his sensor panels tucked close to his body as he rolled, then transformed his hand into a cannon and fired with vicious succession at the extra 'arm' the large mech had. It jerked a few times before it was able to gather its confused senses to locate the source of its pain. By that time, his weak cannon had been well on it's way to sheering off the extra limb.

In any case, it was useless weight, hanging on by scraps of twisting shrieking metal.

A fierce jubilation rippled through him, even as the larger bot bore him to the ground, crunching his armor. Struggling in a small dark room with a crippled cast-away was not like this at all. That was desperate survival -- this ... was also desperate survival, but this was also a fight. Though the watching mechs nagged at his processors, his vicious meat-self-echo was totally embroiled in the conflict.

The large mech was clearly still disoriented, as its head moved at him a few times, as if to head-butt or bite ... though it had no face to do so with. He wasn't going to complain, because the longer it took it to accustom itself --

He dug his cannon into its neck and fired obsessively. Molten metal dripped on him, burning painfully, but he continued firing ecstatically until it recoiled, swiping madly at him in a distracted death throe. That did some rough damage to his hip gears, but nothing he couldn't eventually heal on his own, given enough fuel.

As a matter of fact, the large crippled mech's fuel lines were looking very tempting.

Headless, third-armless -- his visuals flared and sharpened as power surged to his optics, brightening them to a feverish glow as he aimed at the knee joints, firing spastically and cackling silently as metal melted and fused together. Gears grinding and metal shrieking, the headless silent monstrosity clanked as it flailed, even as he pulled himself on his still-null hand and fired his cannon, depleting his energy in the hopes of gaining more than enough fuel to make it worth it.

The hunk of scrap metal was now little more than two arms flailing about on a heavy unmovable body, thwarted by its own weight. Vibrating literally with his satisfaction and anticipation, he struggled to his feet and closed in on the thrashing mech. With four or five satisfactory snaps of his cannon, the shoulders were mangled and he twisted his arm into something more suited for the final move that was driving him on. He approached the slagged torso and scrambled up onto the still living body. Then, when he located what he wanted, he stabbed straight down into the chassis, hacking and sawing away, revealing sparking circuitry.

He was enjoying what he was about to do. The meat-self-echo, not so much, but it was grimly satisfied.

Ah -- there. Finally. When both hands were null-mode again, he plunged both in and grasped the laser core with the spark casing inside and ripped the entire structure out. He cradled it under his arm the way he had once cradled the All Spark, but fished around in the sparking dead innards for a moment longer before he found a tube. He let the blue liquid spill across his fingers -- 'tasting' it with the composition sensors in his claws -- before deeming that this fuel wasn't poisoned. They'd done that to him a few times before he'd learned better. With a satisfied ... could he make expressions? If he could, he was. With a whirl click, the opening to his tank appeared on his hip and he inserted the tube, motors kicking into gear to 'suck' the fuel up through his pipes.

The disquieted murmurs of the few onlookers made him provide a rude gesture, in a very fleshling fashion. When he was meat, he had never 'flipped someone the bird', but it was strangely satisfying to the programs that had been created from the meat-memories.

"Let him feed," Megatron deemed, and he looked up from all of the sparking circuitry, focusing his attention and optics on the Decepticon leader. At his side, who he had to assume was Starscream looked fairly disgruntled and generally irritated with the proceedings. Noting his attention, Megatron gestured. "Do you know who you are, mech?"

Know who he wa-- ...? He knew who he used to be, but Sam Witwicky, friend of the Autobots, had been made of meat, and he was most certainly not meat. Clutching the laser core in his null-form's claws, he studied Megatron and slowly shook his head.

"And do you know who you used to be?" Megatron purred, using the same voice that he had when offering meat-him a choice to be his pet.

Slowly, cautiously, he nodded again.

"Then you require a designation," he said in satisfaction. He didn't wait for a response. "Your designation is Descendant, Decepticon recruit."

Descendant. It was not a name like any he had heard. It was not like the Autobots' names, and it was not like any Decepticon names, either. Different. It was different, as he was different, a spit in the face (lubrication in his fuel) for his repulsive origins.

He measured the chance of success of defying Megatron, just for the hell of it. He considered telling Megatron to frag off, that he could keep his backhanded name and shove it up his thrusters ... but then realized that even among Decepticons, he was abhorrent, sucking fuel from a mech's lines. So, instead he extended one hand, the laser core clutched in the claw. Hefting it, showing it off.

"Descendant it is, Lord Megatron," he murmured, vocalizer crackling with static, dropping the core and melting it with a cannon blast before it even hit the ground.



- "Beware the Jabberwocky, my son ... the claws that catch ... and beware the fearful bandersnatch." -- "Jabberwocky" by Lewis Carrol. Inaccurate on purpose.

- Mysterious giant fighter was just an animated car compactor.

- In case of confusion: Sam was stuck with All-Spark!Megatron and Barricade for five years. Then a couple of mad scientists got a hold of him, didn't like his screaming, and cut his throat out. Over the course of several years, Sam was painstakingly converted to a Decepticon, all in the dark. Then they kept him in the dark with no user manual. Then he ate other mechs just to survive, irreguardless if they were friends or foe. Sure, only a vorn has passed, but it was long enough for Sam to completely fracture and accept being a Decepticon. (After all, if his normal way of eating disgusts the Decepticons who made him, what would the Autobots think?)

- Descendant is completely unrelated to my other mech!Sam story. Not just because he's a Decepticon, but body-wise as well, as they reached mech!stage in a completely different way. Descendant was fashioned to fight, and provided combat circuitry and weapons, yo.