Author's Note: A little shorter than I would have liked, but life a student teacher is crazy at the moment! classes and preparing for them just takes to much time! However, I will keep trying to get out a chapter every few days! I think this still turned out really good. This chapter has quotes from Transformers Exodus, Megatron Origin and Episode 6 "Masters and Students" of Transformers Prime.

Disclaimer: Own nothing.

Gladiatorial Arena, Kaon, Cybertron [Pre-War]

Battle flowed through every part of D-16, the energy, the pure heat of victory pulsing through him, feeding the darkness. His entire body positively thrummed with it. The roar of the crowd positively deafened him, yet it didn't matter. For once in his existence some part of him felt free, some part of him spread its ugly wings and attempted to tear free what remained of the miner from within the new gladiator. The bright spark of warmth fought against it, the voices screaming so loudly in D-16's audios it almost drowned out the crowd.

A scream of pain escaped the fallen Gladiator that D-16 had pinned in place under his transformed frame, his body hovering over the fallen mech as he took his shape. Fluids once more coated his fingers, the sweetness of it filling the air, seeping into every single part of him, permeating reality layer by layer.

Yet, he remained still, even though the crowd called for death, D-16 stood stock still. He had gained victory, there was no need for death.

"What's the newbie waiting for?" The voice filtered down to him from the packed stands.

No. Please... anything but this. I cannot kill again.

Inside D-16 was screaming at the injustice of what he had been forced into once more.

Kill. Kill him. Feel his hot fluids coat your face. The blackest whisper slipped into D-16's thoughts, slicing through every sound, parting the wall of horrors that were slowly beginning to drive the mech mad without the light that guided his path, without Skywarp.

"It's not finished." A mech stood behind D-16, the one who owned him here in the ring, the one that controlled him. An energon axe was thrown at the miner who caught it out of instinct. "So finish it."

D-16 lifted the axe over his head and gazed down into the face of the fallen gladiator whom lay before him, optics flickering dimly. Yet, he could not take that swing, he could not do as he had been ordered.

"Mercy... take... mercy..." The gladiator whispered, fluids dripping from between his lips with each movement of air through his vents. Optics flickered dully, the lift slowly beginning to seep out of him. "Take... mercy... I..." A soft rasping breath shuddered through the broken frame. "... don't want... to die..."

"FINISH HIM!" The overlord of the Arena bellowed.

The crowd chanting a phrase that D-16 would learn to hate. "'Til all are one!"

"Forgive me," Golden optics glittered with spark shattering emotions as he lifted the axe higher. "But neither do I."

The blade plunged down, slamming deep into the mech's chassis right through his spark. With one last gurgle of sound, the mech's frame slumped downwards, death claiming him completely. And with that dying sound, a part of D-16 was shattered too, killing something that had been clinging on for life within the mech. It was in that one moment that D-16 truly became Megatron... when a broken miner became a killer.

Decepticon Flagship, Nemesis, Low Earth Orbit

"Their names were Bumper and Fastback. Do you remember them?" The blue and gold Cybertronian Sentinel Prime regarded Megatron coldly, his vivid blue optics narrowing on Megatron's face, seeing right through the Decepticon's wall of arrogance. "You killed them both. To protect your organization, which you later started calling a revolution. But you were a killer from the beginning, Megatron. No matter what you call yourself now, you are still just a killer."

"What if I did kill them? What are two lives balanced against the misery of millions caused by your castes?"

"Do you still tell yourself that every time? Do you imagine that is what you will tell yourself, when at the last, Optimus Prime has you at the end of his sword?"

"Do I need to throw something at you again?" Skywarp lifted one optical ridge as he watched the emotions flicker across Megatron's face, watching the play of memory files run through the Decepticon's mind.

Denta were bared at Skywarp for a moment, the Decepticon leader turning his head away as he remembered the stark truth that Sentinel Prime had once spoken to him. Those honest words had been the lasting gift from the Autobot whom had been at the core of Cybertron's corruption. The death of so many rested on his servos, so many deaths that clamoured for attention, so many faces that rose out of the darkness each recharge cycle.

"Why do you continue to do this?"

The words from Megatron surprised the Seeker who sat up more fully, his crimson optics lingering over every inch of the Decepticon Leader's form, seeing something that others would not. "You know why I'm here, Megatronus."

A slight shudder rippled through him, his fingers curling into fists, his jaw gritting together while he moved away to stand by the view port, gazing out at the dark world that spread out beneath the Nemesis. Love. It was the devotion of one mech to him that had kept him sane for as long as he had been in command of the Decepticons. It had been Skywarp that had pulled him back from the brink time and again, refusing to let him fall completely into that all consuming darkness. It both sickened him and touched that part of him that remained in the very back of his spark, the one glimpse of brightness. "I am death."

A datapad slammed into the back of the Decepticon Leader's helm so hard it made a nice loud clang before clattering to the floor. With a roar of rage, he twisted, moving so fast that he was a blur, ready to capture the one being in the universe that showed him such disrespect. Yet, he ended up flat on his chassis on the berth, snarling as the Seeker teleported himself out of Megatron's reach and sat perched on a nearby table, long legs swinging.

"You are Megatronus. I will not let you forget that. No matter what you do to me, I will not allow you to forget who you were and still could be." Crimson optics narrowed sharply on the Decepticon, the Seeker's arms crossing over his chassis, lips pressing together sharply. "I know he is not dead, I know with every part of my spark that he is still inside of you." Regret and a deep guilt flared in Skywarp's optics, while he regarded the massive mech before him. "I was not strong enough to prevent it from catching hold of you... but I refuse to let go of you completely."

"My destiny is set."

"Your destiny is ever changing as each of ours is. You know... free will stuff." A grin quirked up the corner of his lips, crimson optics however remaining serious. "Right now you have a chance at something, Megatronus."

"Do not think to command me, Seeker." Megatron had shifted, his frame resting on the edge of the berth. Yet, Skywarp's words continued to ring inside of him, never falling silent, not that his mind was ever silent.

"It's like arguing in circles with you." Skywarp rubbed a hand lightly across his facial plates, the weariness showing in that action, the deep worry that had settled into the mech's limbs and frame. "You have the power to change so much, Megatronus, you command so many. They hear you... hear your voice... Right now, Orion Pax will hear you too, Megatronus."

"We will always be brothers. We are bound together. You cannot escape me, brother. I will hound you across the stars if I must, until every star in the galaxy has burned itself into a cinder. I will hunt you, and I will find you, and when I find you, I will, as I promised, see what the Core might have sequestered inside the body of the so-called Prime."

"Hunt me then, Brother, if your hunt means Cybertron will escape your madness. I will not let you have what the one I loved died to protect."

"Orion Pax was a fool."

"And you were the greater fool." And Skywarp finally did approach Megatron, sitting down on the edge of the berth, one slender arm coiled around the large shoulders, his forehead resting lightly against the side of the Decepticon's throat. "Listen to your spark, Megatronus. Please... Save our people... You don't need the Matrix of Leadership to tell you what is right." One slender servo lifted to lightly press over Megatron's spark, caressing over the Decepticon emblem emblazoned there. "A good mech once told me, 'They are not nothing.' Look into the faces of those who serve you, Megatronus and tell me they don't matter to you. Tell me, my Love, that that part of you doesn't scream in agony at what you have made our people become."

And Megatron was left alone as Skywarp vanished as quickly as he had appeared, leaving an aching hole in Megatron's spark with his absence.

Hall Of Records, Iacon, Cybertron [Pre-War]

A thousand voices whispered in the darkness, each of the display screens flickering with a variety of information, statistics, vid clips, data streams...

Orion Pax stood amongst it all, his vibrant blue optics regarding the wash of information with silent interest, especially the historical feeds. A shiver suddenly skittered up along his spinal plating as he felt the presence of someone down in the bottom of the information well he worked in. His hand running across the control panel, his fingers depressed the switch and slowly it began to lower.

A massive shadow stood against one wall, broad shoulders and powerful form putting most Cybertronian warriors to shame, dark navy optics regarded Orion with silent coolness from out of the blue tinged darkness.

His fingers curled around the edge of the railing, a shiver fluttering up along his spinal plating as he regarded the shadow and swallowed around the massive lump that had formed in the back of his vocals. There were only two reasons a mech like this would be anywhere near the Hall of Records, one he was there to arrest Orion Pax or two... he didn't even want to think about.

"You requested more information." Ironhide stepped forwards, his dark blue optics sweeping the length of the Data Clerk's form, his lips pressing together slightly as their gazes met and instantly the mech's optics dropped to the floor. "You sent a message on my private frequency, Orion Pax."

Fingers curled slightly, the smaller mech knew that someone had tracked the transmission he had sent to Ironhide, one of the most well known commanders of the Warrior Caste who answered directly to one of the High Council. Orion Pax had been searching for answers, desperate to finally make a conclusion over the state of Cybertron's caste system, to understand what had occurred beyond the walls that surrounded him. He had reached out to one mech he knew might have the answers in a data request, something he was not meant to do and now he had been caught.


Clenching his fists, he managed to lift his head, gaze meeting the dark blue of Ironhide's and surprise ran down along Orion Pax's back when he saw a flicker of approval glinting in those cold optics. If Ironhide told anyone about what he was doing, he could lose his job and possibly his life for daring to look more into files that he was not meant to view. However, he needed to know. His spark would remain restless without the knowledge that could finally answer his one question. "I want to know the truth."

"The truth is..." Ironhide stepped forwards out of the dark shadows and into the light of the central data terminal, his scarred face showing just what his allegiances had cost him over the orns. "Cybertron will fall unless something is done." His large servos spread before Orion Pax, his gaze narrowing on the smaller mech. "I am more often posted to quell riots than I am to protect Cybertron and its holdings. This world is rotting from its core out."

Orion Pax swallowed hard, his brilliant optics widening slightly as a large servo suddenly curled around his chin, a thumb stroking lightly across his cheekplate. Even he was dwarfed by the sheer size of the Warrior before him, yet he knew that this mech would not harm him. The touch to his facial plates was surprisingly tender in its movements.

"You had the courage to contact me, Orion Pax. Do you have the courage to change what you have seen in these records?"

"I am... I'm no one."

"Every great leader is born of nothing. It is the one who stands up against the darkness and says 'no more, I draw the line here' who are the true saviours."

"Why... haven't you...?" His head dipped slightly, his optics half shuttering as that large servo continued to ever so gently caress the side of his face, warming him to the spark.

"Because violence is never the answer to corruption. I am a warrior, Orion Pax, my instinct is to fight and that is not what Cybertron needs." Ironhide couldn't help but lean closer, his entire body curling in a little towards the blue opticked Cybertronian, who looked up at him with such clear knowing gaze. "I can offer you one thing in return for you continuing your work that you have already started."

"Yes?" Optics drifting closed as fingers tenderly stroked against one cheekplate, his entire body shivered slightly with pleasure as the heat of that massive frame soaked into his own.

"My loyalty."

And those two words floored Orion Pax, he knew exactly what it would take for a warrior like this to give such a thing so freely and it touched him right to his very spark. "I will. I will earn the loyalty you give me, I swear that to you, Ironhide."

Decepticon Flagship, Nemesis, Low Earth Orbit

"Orion Pax." Skywarp stopped behind the Autobot, his optics taking in the surprising innocence that filled those deep blue optics that regarded him from where he stood by one of the vast windows that lined this lower deck where the command crew had their quarters. "I am surprised to see you up and around."

The mech twisted slightly, leaning against the window that overlooked the vast expanse of Earth's natural beauty. "Skywarp." He greeted softly, familiar with the one mech that Megatronus had always placed his trust in no matter the situation. "I did not know you were onboard."

"I wasn't until recently." He answered honestly, though he knew what he had to ask might just get him killed. "I came to ask a favour of you."

"A favour?" That actually seemed to startle the Data Clerk, his hands curling together before him as he tipped his head slightly and regarded Skywarp with a hint of confusion.

"Save him." It was a plea from Skywarp's very spark, his crimson optics showing the silent terror that had been hidden for so long within them. "Please." His hand reached out and curled around the other mech's wrist, his fingers squeezing tightly around it. "I don't know... I don't know what to do anymore." The words came out strangled, his entire body trembling with the force of his grief that he never allowed to show in his features when he confronted Megatronus.

"Who?" Orion's hand lightly touched against the back of Skywarp's trembling one, just holding it for one long moment. The plea that Skywarp spoke sparking something within the mech. Touching something that still resided somewhere deep within the fractured parts of Orion Pax's spark.


"Optimus, why so glum?" Ratchet's voice echoed through the complex and deep within Orion Pax's mind and spark. "This planet, all planets are finally free from Megatron's tyranny."

"I do not disagree, Ratchet, it's just a small part of me hoped to change Megatron's mind, not extinguish his spark."

"Optimus, his vileness was not slain by your hand, but by his own twisted arrogance." The sharp tone softened, Ratchet's shoulders drooping. "I'm sorry, I know the two of you had quite a history."

"He is..." Confusion flared across the mech's features, the mech's hand lifting to press against his helm in an attempt to ease the throbbing ache that was slowly starting to develop just behind his optics. "Megatronus is not..."

"Orion Pax." Skywarp's chin lifted slightly, before he met the mech's pure sky blue optics. "I am asking you to not give up on Megatronus. There is good still within him. I see it every time I look at him, I can feel it deep within my spark. I have tried to reach him so many times... yet even my love cannot truly reach through the darkness that had claimed his spark. Please..." The black Seeker actually dropped to his knees before the mech, his head bowed and his wings trembling with the sheer force of the emotions that scorched their way through him. "Save him... I... was not enough for him..." And that had always slashed deeply into his spark, knowing he had not been strong enough to keep the darkness from claiming all of Megatronus. "One more try... I swear upon my spark I will not let anything happen to you."

Orion Pax was shocked to see the usually proud Seeker on his knees like that. His hands reached out to touch the mech's shoulders lightly, squeezing them softly. Even though Ironhide had been encouraging him to seek out a way to escape the ship, telling him there was far more at stake then he knew before he had flickered back into transparency and his voice being silenced... Orion Pax had not been able to leave.

"Please. I can't... I can't see him succumb to the poisonous taint of Unicron's touch." Vorn after vorn he had watched Megatronus loose that bright spark within him, watch the black evil swarm and feast upon him. "I almost lost him to death... I can't..." A choked sound escaped the Seeker, his optics shuttering tightly. He could still remember the sudden loss of Megatron's presence from within his spark, it had almost killed him. The Decepticon Leader had been such a part of him for so long that being without him was like having his spark literally cut out of his frame.

"I promise I'll try and do what I can for him..." He just didn't know where to start...

Suggestions what you would like to see? I'm sure someone will plot to get rid of Orion before he can do anything or Airachnid might attempt to knock off Skywarp. Who knows?