SUMMARY: Sam becomes a transformer after being killed by Soundwave. Starscream has been named a traitor and is in exile from the Decepticons. Despite different motives, the two must team up to fight both Soundwave, and an even greater threat. StarscreamxSam.

DISCLAIMER: I don't own these characters. Obviously. They belong to their different owners respectively, and have been mashed together only in this odd fanfiction you see before you.

ONE: The Autobot Shell

Starscream hadn't been a scientist in a long time. He had lost count of how long it had been since he had last examined something out of simple curiosity. It would have been many millennia by human standards, he knew that for certain, though the squishy's ways of measuring time were not as precise as their own. They were also largely ignored; Starscream labelled it as just another way of the organics showing their ignorance, that most would only call the only relevant history the last two millennia the planet had seen. It wasn't even the total span of human history- it had stretched for considerably longer than that (though not long enough for them to be as proud of themselves as they obviously were), but anything before 1000A.C. was regarded as an undefined period where any individuals knowledge would be a mash of all sorts of fairytales and rubbish, with only the occasional fact thrown in. It was embarrassing for them- they ought to be ashamed that he, a stranger to this planet, knew more about their race than they did.

It wasn't research of course, mostly because he wasn't a scientist. No, what he was was commander of the Decepticons, their leader and master. Well, in all but name at least.

Starscream would have scowled, save that his jet form didn't provide the right appendages to make that possible.

For almost as long as he had been at war, Starscream had been Megatron's second-in-command. It wasn't a position he particularly enjoyed- their leader was unstable and his tactics outdated. Before his ascension to power he had been a pit miner, for Primus's sake! It should have been obvious that he was all brawn and no brain, and if it hadn't been for Decepticons like himself, their army would have been put on the scrap heap many millennia ago by the Autobots. That should have been made further obvious with how he had handled control of the Decepticons after Megatron shot off to this backwash planet, abandoning them all. Yet, after all these services to the Decepticon cause, there were still some that refused to accept his claim to leadership.

Soundwave! the jet thought disparagingly.

Just when it had seemed that he would finally get the chance to show everyone how much better he would be as their leader, that unfortunate excuse for a mech had arrived on earth to show him up. He had shot down Starscream's every claim to leadership, and then declared that he had seen within the Seeker's mind a true form of treachery- that he had helped the humans shoot down Megatron at Mission City. Furthermore, Soundwave had the audacity to claim that had Starscream not done that, the Decepticons might have had a greater chance of defeating the Autobots and claiming the AllSpark for themselves.

Starscream wondered when the other mech had learnt to lie so well. He had been born with a straight face-plate, but a far too logical mind to make use of it. Until now, obviously. How had he managed to twist his percentages and decimals into such a load of nonsense? There was no way any of his claims were true, Starscream was sure of it. So what if he had aimed a blast or two at Megatron? How could that have possibly cost them the whole battle? Alright, it might have cost them the AllSpark, but then he hadn't been expecting Optimus Prime to have some fleshy shove it into Megatron's spark to destroy him. Really, that had just been overkill. A quick swipe of that sword he used to make up for his various other inadequacies would have sufficed just as well.

That was just like the Autobots; they always ruined everything.

Well, at least he would finally have some well deserved revenge.

In the form of his F-22 Raptor, Starscream swooped down into the canyon that he was currently using as his home base. In yet another humiliation, he had to stay here on the squishy planet, hiding out from both them and the Autobots, while Soundwave settled in quite comfortably in the ship he had commanded across the universe for the past few millennia! Starscream wasn't alone in this exile however. He had both his wing mates Thundercracker and Skywarp with him, and now a lone Autobot who that had been picked up a few hours ago.

Transforming back into his bipedal form at the bottom of the canyon, Starscream headed towards the entrance to the natural cave system that riddled the structure. As much as he hated it, it was a good hiding place for them, though being on the ground like this was both unnatural and unwelcome. He was a Seeker after all.

Thundercracker greeted him at the entrance, looking undeniably pleased with himself. It was obvious who had took the lead in capturing the Autobot.

"Warp's keeping the Autobot under guard in one of the caves at the back," the Seeker told him. "We've been trying to get him to talk while we waited for your arrival." A nasty smirk stretched across his face, and Starscream knew that none of his methods could have been very pleasant for the Autobot.

"Well done," Starscream said as the two headed into the caves. "Has he said anything useful yet?"

"Not yet, no," Thundercracker admitted. He hesitated for a moment, and Starscream looked at him suspiciously.

"What aren't you telling me?" he demanded, immediately wondering what trouble his wing-mates could have got him into now.

The blue Decepticon shrugged. "You'll see. There's something… not right about him."

That wasn't exactly a stunning endorsement, never mind who it had come from in the first place.

Starscream decided the best thing to do was to go see exactly what Thundercracker was talking about, and the two Decepticons began to move through the cave system. This web of interconnecting tunnels had been a "fortunate" find in many ways. The chances that they would find caves this large-

"Ow! Slag it!" Thundercracker suddenly cried, shaking his head and lowering a shield over his optics to prevent them from filling with the dust his head had displaced when he hit the ceiling.

Starscream clicked in amusement, earning him a glare.

"It's just round here," Thundercracker said grumpily, leading him into a new system, one he hadn't bothered investigating before.

The system was a mixture of tunnels and caves, with occasional cracks to the sunlight, which from the outside looked like huge crevices in the land. Since they had arrived, they had set about expanding the largest, most promising ones, to form the main body of their hideout.

Below his feet, the ground was uneven with boulders and awkward ledges, but with use of their impressive weight on the fragile earth it was crushed and shattered as they went along. Starscream noted that there were marks made by a previous visit stretching through the cave, a line of ripped rocks that told him something heavy had been dragged through here.

As they pressed onwards, the walls became narrower, and the roof steadily lower, until both Starscream and Thundercracker were walking in half bows, their wings tucked in tightly to prevent these most precious parts of their forms from becoming scratched. Starscream's sensors were working non-stop, running a few times more than was strictly necessary. He was hesitant to use the human term claustrophobia, but it was something close to the emergency program that was currently running through his processors, calculating various probabilities such as the roof collapsing, or the tunnel getting too narrow to move through. For a Seeker, this program was highly refined, as they used the numbers brought up by the program when flying, relying on it to calculate the space and proportions around them so they could avoid crashing. The numbers brought up on his internal display were anything but friendly at this minute.

However, he had caught on quickly as to why Thundercracker and Skywarp had dragged their captive this far. They had no brig, not even a set of bars; it had in fact been the last thing on their minds, taking prisoners, and they had few resources to waste designing somewhere to keep a prisoner that might never have come. This might have made keeping the Autobot alive to obtain information from very difficult, had this cave system not done naturally what they would otherwise of had to waste tonnes of metal on to construct. There seemed to be only one route in and out of this area, and the tunnels linking it were so thin that if a mech was downed during an escape attempt, the prisoner wouldn't be able to progress past the body, as it would completely block the passage. Of course, Starscream would never let it come to that. The Autobot would be dead soon enough anyway, as it was necessary for keeping the Seekers own secrets in the event that the Autobot was searched for. Which the Autobots would, because they were so stunningly predictable like that.

Ahead, Starscream saw the wall of the tunnel curve up, and open into a final cavern. He was inwardly relieved to reach it, and he saw Thundercracker rattle his wings slightly on entry, glad of the extra space.

Skywarp was waiting for them, stood by the tunnel entrance the two mechs had just used. He bopped his head in greeting, his face plates shifting into a wicked smile. "Wait until you see what we've caught!" he said delightedly, gesturing an arm behind him to the far wall, where a dark shape lay huddled.

Starscream regarded it suspiciously. "You haven't killed it, have you?"

Skywarp shrugged. "Well, I haven't checked in a while. Maybe it's gone into stasis?"

Starscream brushed past irritably, to approach the enemy mech. It was actually quite diminutive in height, yet it was also extremely bulky and broad, making its exact model elude him. As he got within a few clicks however, the head snapped up quite suddenly, and he was staring at extremely vibrant blue optics.

"It's too dark in here," Starscream said. "Use your lights!"

Both Skywarp and Thundercracker did as he said, and four brilliant beams lit up the dark corner, illuminating the unusual captive.

Starscream stared at him for a long while, one corner of his face curling in a sneer. "Are you sure this is an Autobot?" he demanded.

"He's got the symbol," Thundercracker told him, moving one of his high beams down to light up the mark, stuck precariously on the lower chest.


Considering the mech, Starscream thought it might perhaps be a drone of some sort, though what use it served he wasn't sure. It was thick and made in a basic block-like structure, with one serving as a head, another the torso, and strings of them as arms and legs. However their sizes were mismatched all over the place, a good example being the hands, where there were two normal sized digits and three that were several sizes too large. All of this was covered in armour plating, but this itself looked as if someone had had to beat it into a good shape, and then given it a new layer of colour. The blue and black paint job did little for the mech though, as he was still an unbelievable pain in the optic to look upon.

A defence droid? Starscream wondered, giving the Autobot a critical onceover. He certainly looked as if he was used in the front line (strong, bulky and probably able to pack quite a lot of force behind his melee attacks), or even that he had never left it; still, it could have been the work of Thundercracker and Skywarp that did most of the damage. Either way, the mech piqued his curiosity, and he determined that he would unravel its use before he shut it down permanently.

"Autobot,what is your designation?" Starscream demanded. It was odd in this age (now that no new Sparks were being made and so many more had been extinguished) that there was someone that they didn't know, especially as they were marked as an Autobot soldier as well.

The Autobot shifted his head with a painful creaking noise; it almost made Starscream wince to hear it. The optics slid closed and, to all appearances, the Autobot looked as if it might have slipped into recharge. Not best pleased about being dismissed so casually, Starscream lashed out with his foot, catching the mech in the chest and adding a new dent from the force of it. The cavern wall shook a little, and a trickle of dust rained down from above. The Autobot didn't so much as twitch.

Annoyed, Starscream addressed the mech again, tone dripping with distain. "Resigned yourself to death already? I thought Autobots had a bit more fight in them than that! Although, just from looking at you, I can tell you're not one of their usual soldiers."

The Autobot was silent for a long second, before its mouth part split apart and a grating voice issued out of it. "Starscream," it said. Initially, the Seeker thought it was referring to him directly, but then it continued. "Do they call you that because you talk so much? I've never heard of a Decepticon before who knew so many words. Did you learn them so you could listen to yourself talk?"

Starscream's wings bristled into a sharp array of spiked metal at the insult. He levelled another kick at the main chest cavity, hoping to do some damage to the insolent mech. To his surprise however, the metal bevelled inwards even more, and the Autobot showed no sign of pain- he didn't even open his eyes.

"Heh, he's quite tough, isn't he?" Skywarp snickered happily. "It's going to be fun breaking him in."

Starscream frowned. "I don't know about that," he said, half to himself, only to see his two companions look to him in surprise. "Skywarp," he said. "Use your abilities to watch the Autobots for me. Let's see what they're doing- they must have realised they're missing one of their number by now."

"Aww, seriously?" the Seeker moaned. "Don't I get to help with the Autobot?"

"No," Starscream snapped. He turned to Thundercracker. "I need you to stay here and help me with this. I think we need to do a little dissection on this drone. It shouldn't take too long if we get started now." If he hadn't been looking intently at the Autobot as he said this last part, he would have missed the slight shiver that ran through his frame. "I've a theory that I've got an itch to prove…"

"Shouldn't we knock him out first?" Thundercracker spoke up.

"That won't be necessary," Starscream said with a cruel smile. "He doesn't seem to feel pain, so this won't bother him at all."

- - -

Most of Starscream's items for scientific research he had removed thousands of vorns ago when he dedicated himself to being a soldier and a commander instead. As it was, he only had the crudest of instruments to work with when he began to dissect the Autobot before him, without even putting him offline first.

He and Thundercracker had moved the Autobot into their main bay, which they had spent some time fitting out with some crude comforts in their size range. One of these was a large table (well, more like a slab really, but that was what happened if you left Skywarp with a simple task), which they had hauled the mech onto. Thundercracker was there to hold the Autobot down if he should try anything, but he hadn't so much as batted open an optic when he was dragged through the cave system, never mind attempt to escape.

After laying the Autobot down with his face pointed towards the ceiling, Starscream tapped experimentally along the chest. On most mechs, this was heavily armoured to protect their Spark, built over the normal Spark casing as an added precaution.

"What are you looking for?" Thundercracker asked curiously, his red optics following the other's actions.

In response, Starscream wrapped a hand around a curve in the chest armour and tugged sharply. It grated, and the noise sounded extremely painful, echoing around the cave. Excellent acoustics, Starscream thought privately, even as he gave another tug.

"I thought the Autobot medic was renowned," Starscream said, directing his comments towards the still Autobot. "Surely he wouldn't have left a comrade in such a state."

He noticed Thundercracker frowning to himself, but decided that showing was much better than explaining. With one final wrench, he ripped the armour away from the front of the chest. His wingmate jerked in surprise, before accepting the dented chest plate which Starscream passed to him. They both looked over what had been revealed, and even Starscream had to admit to being slightly surprised by what they could see. He quickly hid it however, as it wouldn't do to let Thundercracker know that, and especially not the Autobot.

"I'm not a scientist or a medic," Thundercracker said at last, "but even I know that that's wrong."

Starscream looked it over with a critical eye, before reaching in and tapping certain parts with a pleased smirk. "I'll explain it to you," he said gleefully, wanting the Autobot to know how helpless he really was. "What I'm tapping now is the Spark casing. On most mechs it is made of extremely durable materials, and with a snap open and close system with failsafe programs to prevent it from been opened without correct authorisation. This casing… has none of that. I wonder what his firewalls are like, not that it matters- a few good blows would probably be enough."

"Why is it like that?" Thundercracker asked, sounding oddly horrified.

Starscream brushed the question aside irritably. How was he supposed to know? He quickly pushed on with his explanation.

"What you can also see is that the sensor system present just below our extra armour is also completely missing. This means that, basically, he can't feel a thing. Not even warnings when his chest cavity is being prodded like this." Starscream accompanied this by flicking the Spark-casing with one clawed digit. In a normal mech the effect would have been severe in terms of registering pain, programs would have been going wild, running all manner of emergency systems in an attempt to protect the Spark. But this Autobot… did nothing.

"Isn't that dangerous?" Thundercracker said, though it was obvious what the answer was.

What were you made for? Starscream wondered. What use do you serve? You can handle pain- you don't feel it- but at the same time your Spark could be destroyed in combat within minutes.

"You want to know, don't you?" the mech said suddenly, in that horrible, grinding voice. "Why I'm like this?"

Starscream sneered and adjusted his wings irritably. It was true though, his curiousity had definitely been piqued.

"Then you'll have to beg," the Autobot concluded, its face plate twisting into an imitation of a smile, eyes still closed.

"You're not in a position to ask anyone to beg for anything!" Starscream pinged the Spark-casing a little harder, only to belated realise it would do no good- the Autobot couldn't feel the danger he was in.

Why would Autobots leave one of their own like this? he wondered.

At that moment, there was a scrabbling sound heard from down the tunnel. In a quick whir, Thundercracker had his weapons online and ready to fire, only to start when a familiar mech appeared round the corner and out into the wider cave.

"The Autobots have gone mad!" Skywarp announced with a cackle of delight.

"Skywarp!" Thundercracker half yelled. "What have I told you about comm-ing me before you enter the caves? I would have killed you, you glitch!"

Skywarp laughed. "Like those cannons could have scratched my paint work," he scoffed, only to receive an indignant glare and another whirl of said cannons. "Alright, alright, I'll remember for next time!"

Starscream felt the need to interrupt just then. "You said something about the Autobots?" he prompted the flighty mech.

Skywarp turned to him and nodded. "They're all over the place searching for him! Seems as if he might be someone important!"

He watched as the Autobot opened his blue optics, and actually seemed to take some interest in the conversation. His glance shifted in the purple flyer's direction, and his whole body seemed to stiffen.

Starscream chuckled darkly. "Is that so? And here was me very much doubting that." He let his eyes rove over the blue and black monstrosity, wondering exactly what he meant to them. I still don't recognise him… "I wonder what we might get for a ransom?"

The question about ransom was actually moot, as there was no way he could let the Autobots learn about their currently weakened state. No, there was no way they would get him back- alive at least. However, the reaction they received from their 'guest' was interesting.

"No!" the Autobot yelled. "You can't!"

There were a mixture of snickers from the Seekers.

"Want to bet energon on that?" Skywarp shot back.

"That's not a bad idea," Thundercracker said. "We should 'swap' him for their energon supply!"

"You're not swapping me for anything!" the Autobot raged, and for a second it looked as if he might actually try to get up, regardless of the fact his chest had been completely exposed. "I'm not going back there!"

A sudden silence fell over the group as the three Seekers stared at the Autobot, and the Autobot glared fiercely back.

"What?" Skywarp said, breaking the unusual atmosphere with his question.

"I wasn't having a good old ride around when you caught me, you know," the Autobot snapped. "I was defecting, you walking glitch! I don't want anything to do with any of you! I'm not going from being confined to a base by one side, to being kept in a stinking cave by the other!

"I'd rather finish dying already!"

Coming next- TWO: Flesh Memories

Hmm, I hope you enjoyed this and weren't too upset by the character portrayals. I'm not sure they do the characters justice exactly, but hopefully people will... get used to them?