"Clamp off that fuel line! Good, good... focus on one leak at a time, then move on to the next one... don't worry about the wires yet, you can get to those once you're sure your patient's not going to bleed dry... steady hands, steady..."

Ratchet's medical lessons cycled through Swoop's CPU like a mantra as he worked, mouth set in a grim line and optics focused on the mess of charred and slashed wires and tubing under his fingers. It took effort to concentrate on one damaged component at a time, but it was better than taking in all the injuries at once, which only overwhelmed him and made him feel completely useless. Clamp one line, move on to the next one, brush a few wires out of the way to reach a deep-set oil line that had been nearly severed in two... grab another clamp, wipe fluid off his fingers to keep from slipping and making a mistake, return to work...

"Swoop! Swoop, that's enough, back away!"

The Dinobot glanced up and blinked at Ultra Magnus, confused. "Me Swoop not done..."

"There is little more we can do, Swoop," Perceptor informed him wearily. "I fear the wounds are... fatal."

Swoop shook his head, unwilling to believe the scientist. Yes, Prime was badly injured, but he had been in far worse condition before and Ratchet had repaired him...

Then he remembered the cruiser, and the Autobots pulling Ratchet's body from the inside, and he fell silent.

"Back up, Swoop," Ultra Magnus ordered, tugging at the Dinobot medic's arm. "Give him some space."

Numbly Swoop stepped back, gaze fixed upon the wounded Prime. This wasn't happening. It couldn't be. As long as he'd lived, Optimus Prime had been a fixture in his life, undefeatable and seemingly indestructable. Swoop had seen him damaged before, even totally disassembled, but somehow he had believed that Prime could never be killed, that no matter what he suffered he could bounce back without even a dent to show for his troubles. The concept of Prime being fatally damaged... that was as improbable as the sun going out. He just couldn't imagine it.

"Prime, you can't die!" cried Daniel, his words somehow matching Swoop's thoughts at that moment.

Optimus Prime stirred slightly at the human boy's plea, wincing as even that small action caused him great pain. Swoop looked on despairingly, knowing that Prime's damages were far beyond his and Perceptor's meager repair skills. If only First Aid were here, or Ratchet or Wheeljack...

But the Protectobot was still stationed on one of Cybertron's moons, and Ratchet and Wheeljack... he didn't want to think about that; not now, and not for awhile yet.

"Do not grieve," Prime said at last, his voice a mere shadow of his once impressive, commanding tone. "Soon... I shall be one with the Matrix."

"Prime..." Hot Rod murmured as if in protest, looking as helpless as Swoop now felt.

"Ultra Magnus," Prime groaned, turning now to face the tall truckformer. "It is to you... old friend... I shall pass the Matrix of Leadership... as it was passed to me."

Magnus' jaw dropped. "But Prime... I'm just a soldier," he protested quietly. "I'm not worthy."

"Nor was I," came the weak reply. "But one day... an Autobot shall rise from our ranks... and use the power of the Matrix to light our darkest hour."

The gathered Autobots watched in reverent silence as Prime slowly reached for his chestplates and opened them, bathing the repair bay in a beautiful blue-white light. Swoop leaned to one side to peer around Ultra Magnus' bulk... and gave a soft coo of awe. Nestled within Prime's chest was a glowing sphere of crystal, set within a protective copper sphere and bearing twin grips of chrome. A shiver trailed down his spinal array as he realized what he was looking at. He had heard talk of the mysterious artifact - what Autobot hadn't? - but never before had he actually seen it with his own optics.

"Until that day... til all are one." With those final words, uttered as solemnly as a prayer, Prime reached into his chest and withdrew the Matrix. His hands shook as he lifted the artifact and extended it toward Ultra Magnus.

But his grip failed him at that moment, and before Magnus could take the Matrix it fell from Prime's fingers.

Swoop didn't even stop to think. He pushed past Ultra Magnus and stooped to catch the falling Matrix, wanting to help the Prime one last time, even if only in this small capacity. Hot Rod had also bent hurriedly down to catch it, but Swoop was quicker, his large hands scooping the Matrix out of midair.

He shrieked in mingled surprise and pain as the light of the Matrix, once a gentle illumination, blazed with blinding brightness, drowning him in a sea of blue-tinged white. His optics stabbed in agony even after he forced them offline. The light seemed to be far more than mere brightness; it was an unnatural force that invaded all his senses, not just his sight. It roared in his audials, tingled through his tactile nodes, burned in his olfactory sensors. He barely registered the feel of his hands tightening around the grips of the Matrix in pained reflex, barely heard the startled cries of the other Autobots.

Another shriek of pain tore from his vocalizer as heat flooded his body, searing through his circuits and wires. His entire frame felt like it was being twisted out of shape, as if some unseen force were reformatting him on the spot. His chest felt as if someone had seized both sides of it and was stretching it wider, pain spiked in his temples, stripes of fire seared up his legs and arms...

The pain ended as abruptly as it had begun. Swoop found himself kneeling on the floor beside Prime's berth, cycling air hard in a desperate attempt to cool his systems. Rebooting his optics a few times, he struggled to his feet. He lost his balance and flailed, almost knocking Hot Rod over before he could regain his footing. He felt as if he were inside a new body shell, one too big and too awkward to manage comfortably.


Swoop turned to face the speaker - Springer, who was staring at the Dinobot with mouth open and optics wide and bright with amazement. He wasn't alone, either. Every Autobot present gaped at him with an identical expression, as if they had never seen him before. Even Daniel couldn't seem to tear his gaze from him, eyes wide enough to show the whites all around the irises.

Optimus Prime, too, was staring at Swoop. But he didn't seem shocked; not exactly. It was difficult to tell through the battered battle-mask, but the gaze he leveled upon the Dinobot seemed only to say Well, this is interesting.

Puzzled, Swoop stared down at himself, wondering if perhaps the power of the Matrix had inflicted some horrible wound... and felt his own jaw drop. That feeling of being reshaped and reformatted hadn't been his imagination - the Matrix had altered him. He was taller, bulkier, his chest and shoulders broader and more thickly armored. The armor on his arms and legs was also thicker, and bright red stripes trailed up each limb like war paint. When he reached up to touch his helm, he felt ridges that hadn't been there before, and strange antennae jutting from the sides of his head. Even his crest was different, longer and more swept back than before. And his chest... something pulsed inside it, not his spark but something far more powerful, seeming to fill him with a strange new energy. Though he couldn't see it, somehow he knew the source of that power was the Matrix, concealed within his chest just as it had once rested inside Optimus' chassis.

A powerful, resonant voice echoed through the room at that moment, a voice that seemed to not belong to one mechanism alone, but rather to many, their voices melded into one.

"Arise, Pterodactus Prime!"

Before anything else could be said or done, Prime's optics faded to black, and color slowly leeched from his plating as his spark finally snuffed. His joints relaxed and his head rolled to one side, death finally claiming the fabled Autobot leader. He had lived long enough to see his successor chosen, and now he was gone.

Kup finally broke the silence. "Well, THIS is a fine mess we've gotten into."