A/N: I'm back! Sorry it took so long to get this out, but I'm hoping you will be pleased to note that the reason this one is coming out now is because I've had to break the chapter again. This was going to be the last chapter, but it just took off on its own. The even better news? Chapter 53 and 54 are almost done, and the Epilogue is finished. I'm hoping this is going to be wrapped up over the next couple of weeks.

Special shout out to my lovely Beta, Khalthar for his exquisite work on the battle scenes and filling a couple of the plot-holes I didn't notice.

As always, let me know what I could do better. Tracy


"Are you sure you can teleport all of us at the same time?" Ratchet drilled the purple Seeker, leveling his most intimidating glare at him.

"Yes Hatchet; I have all the sparks in my subspace I can carry to make sure there is plenty of room, the distance to the coordinates from here is barely one quarter of what I can warp at my highest transport distance and all of us combined are only three quarters of my maximum mass-teleportation limits. The only thing I'm worried about is how the spatial displacement will affect the organics."

"What do you mean; 'affect' them?" Road Rage demanded pulling Ellie closer to her chassis instinctively.

"Well, . . . theoretically, they should be fine, just a little disoriented; but I never tried to warp with a human before."

"What!" Ratchet bellowed as he quickly stepped protectively in front of Road Rage and Ellie and pulled Epps closer to his own chassis.

"What did you expect me to do? Grab a random human and teleport them somewhere?

"Starscream said it wasn't a good idea 'cause Ellie'd get mad if something happened."

"Tell them what you did do," Knockout advised in a rather bored tone.

"Well?" the Autobot CMO raised an optic ridge and waited expectantly.

"Um, started warping with organic plants, then offlined lower life forms before trying with live ones."

"What happened to the live ones?"

"Uh, they, kinda, sorta, ran off when I set them down . . . and . . . impacted . . . with the . . . mindless drones the humans operate."

The Hummer cycled his optics a few times before he turned to his Decepticon counterpart. "Would they have survived if they had not been struck?"

"Oh yes!" Hook informed most exuberantly. "The necropsy indicated nothing but increased adrenaline levels that could be attributed to the teleportation sequence, and that was probably due to the stress of being caught by Skywarp and then immediately released afterward."

"It's alright Ratchet," Ellie interrupted before he could say anything. "I don't think that either me or Epps are gonna go running blindly into any traffic when we're set down."

"Uhm, we just got the call," Skywarp informed as he hastily took his place in the center of the circle.

"If anything happens to this sparkling, . . ." Road Rage left the threat hanging as she took her place next to the Seeker.

As soon as the group had clustered together as tightly as physically possible, they disappeared with a sharp bang.


Bumblebee ducked his helm down as bullets ricocheted off his frame. He took a quick survey of the area and saw who was firing at him and released a shot of his own. Although he was careful not to actually hit the humans, he was madder than his namesake in a rage. They were the ones who had kept pursuing his little translator . . . and how he wished to Primus that he could make them pay for that, but his orders were specific. 'Do not actually hit the humans, but make sure they can't continue the fight.'

Making sure the concussion of his plasma cannon was close enough to incapacitate, but not enough to kill, wasn't at all easy. But then, he knew they had orders to capture him alive if possible and it was that one fact which helped to even the odds.


Thundercracker and Blitzwing actually laughed loud enough for the humans below to hear them as they rained destruction down around the edges of the battle field. By keeping the doctor's forces from spreading out, they were easier for their allies to focus on and take out. Not that they weren't getting a few hits in themselves.

["Blitzwing… a little more to your left. Use the blast of your missiles to knock those humans back into the main group!"]

Immediately after the release of a missile intended to do exactly that, one human ran almost to the point of impact and was bodily hurled through the air to land amidst his fellows. The sight of this caused the Seeker to laugh loudly enough that he was even heard over the noises and sounds of the battle below. That was when he saw that Starscream had been right! The sound of his laughter was demoralizing to the enemy!


"Sir! We have multiple targets engaging the perimeter," a C-2 informed Dr. Carlisle from his place in front of a monitor.

"Sound the alarm! All personnel to battle stations! I'll lead the Phoenix team, call the Lazarus team for back-up," the head scientist ordered as he rushed out of the room with barely a limp.

"All personnel! Battle stations! This is not a drill! All personnel, prepare for battle with the N.B.E.'s!" the same C-2 was shouting into the P.A. system.

When every monitor in the room went dark and every electrical component liquified, bedlam broke out among the C-2s.

"Hey!" someone exclaimed from another terminal.

"What the . . .?" another claimed.

"It's an N.B.E.! It's infiltrated the system! Quick, get out!" the ranking person ordered as he directed them to the doors.

They all stopped short when the liquid electronics swarmed the doors, blocking them inside the control room.

"We're trapped," a short, Native American woman whispered as she looked between the two exits.

"I am Maestro," a Scottish brogue introduced themselves. "Pair-mit me ta intra-deuce ya ta tha real 'Maimed Angel'," he informed amicably as video files began to flash across the barricaded doors.

They watched in horror as the Scottish sounding alien revealed the truth.


As one the Deadeyes looked up as the alarm sounded. Two-ten quickly looked at the rest of her team. "This is it people…It's go time!" Without another word, the unit grabbed their weapons and ran into the hall, ostensibly to repel the intruders, but in actuality they were going to aid them.

They moved a bit more slowly than others but with a purpose. They quickly made their way to the battle that was already in full swing.


Dr. Alistair Carlisle ran down the hall from the control center. He didn't dwell on the absolute joy he felt at the ability to actually move under his own power. He still used the cane on occasion, mostly when he became tired from pushing himself too hard too fast.

He shook his head and focused on his mission; his base was under attack. It was his duty as commander to protect his troops and repel the enemy.

A quick glance down the hall showed him the elevator bank was locked on the lowest floor; it was a safety precaution, he knew, in case they took a hit. Easily, he altered his course and went through the stairs closest to the Phoenix lab.

Tapping the ear piece in his right ear, he growled in frustration when Cespedes didn't answer.

"Where the Hell are you?" he muttered angrily, beginning to breathe heavy.

Finally, after twenty flights of stairs and two breaks, he reached the floor with the Phoenix lab. Gulping air desperately, he staggered to the door and swiped his card.

He frowned when nothing happened and made sure the card was in the right position, then tried again. The light didn't even flicker to show the card had been read.

"Now what?" he wondered aloud as he got on his knees and pried open the control panel.

"Why aren't you working?" he muttered as he pulled out wires and rewired them.

When nothing worked like it was supposed to, no matter what he tried, he turned to the manual release panel and pried the cover off. When it was open, he gaped at what he saw; the manual release lever was gone.

"How the . . .?

"Oh HELL no!" he decreed as his eyes searched the empty halls. Rapidly, he located the emergency kit near the elevators and raced for it.

"There is no way those damn robots are going to win this war," he roared as he pulled a pry bar out and limped determinedly back to the lab door.

"First, they blow-up my Hoover Dam lab," he lamented aloud as he shoved the pry-bar brutally into the door seam, "scare the Maimed Angel away," he pulled the bar back to wedge it further into the resisting doors, "and brainwash her into actually helping them!

"She's MINE! They won't have her!" he yelled as the door finally gave way and he wedged his way through.

"Cespedes!" he yelled as soon as he was inside. "Cespedes, where are you?

"Anybody?" he called as he looked around.

"Son of a . . ." he started as he quickly rushed off to fill the fuel cell of the Phoenix. He made an impatient sound as the refueling station seemed to take forever.

Frustrated, he raced off and began to load the weapons onto the suit while the cell filled. After he had loaded all of the ammo available onto it, he turned and pulled the fuel cell out of the refueling dock and hastily strapped it into place. The odd way the level indicator on the refueling station seemed to flicker between 10.0 and 100. never being noticed.

He turned toward the control panel and tried to turn the setting to "unit control," smacking the panel when he discovered he was locked out.

"I'll teach you," he muttered as he walked over to the suit and moved the manual switch to "unit." Satisfied, he climbed up the ladder and strapped himself inside. As he flipped all switches to the "on" position, he watched the HUD flicker on and then stood the armor up when everything was green. In irritation, he smacked the ladder away and approached the external door, sending the signal to open it. When it failed to budge, he stopped and pointed both arms at it, firing his specially designed, high-heat missiles at it, smiling grimly when it exploded outward in a partially molten plume of smoke and debris.

He didn't even wait for the steel to cool before he was running through the hole; the Phoenix was entering the fray.


The sound of the proximity alarm going off barely registered to Cespedes as he and his team frantically assembled the final bodies.

"Maestro! Will you mute that damn noise?" Dixie demanded as the volume finally got too loud for her.

Instantly, there was silence.

"Thank you, Doll," she sighed gratefully as she focused intensely on her task.

"When will they be here?" Yonkers asked nervously, holding a wire in place in an optic sensor as a scalpel soldered it into place.

"Soon, I would guess," Cespedes answered distractedly while a green spidrobot hastily patched a piece of tubing he was trying to hold in place.

"How are they getting in?" Dixie wondered aloud, wiping her hair from her eyes and leaving a black smudge across her forehead in her wake.

The sound of several metallic bodies landing nearby followed by loud Cybertronian swearing answered her.


"Ow!" someone yelled from the bottom of the pile.

"Glitching fragger!" Ratchet swore as he hastily rolled his way from the pile, Epps covered by his hands.

"My paint!" Knockout lamented.

"Hey! Watch the sparkling!" Road Rage yelled angrily, moving swiftly away from the struggling frames.

"That was fun!" Hook crowed happily just before he dissolved into laughter.

The rest of the room froze and looked at the medic like he had lost his processor.

"Uh . . . sorry?" Skywarp tried as he broke the others' silence and landed gracefully beside the solitary femme.

"Sorry? Sorry!" the bright red medic parroted as he bodily shoved Hook off him and surged to his feet. "You materialized us twenty feet off the ground, let us all go so that we promptly fall in a heap over our patients, each other and the floor, thankfully missing the fleshies, . . . who knows how long it would've taken me to get one of them out of my servos, . . . endangered the two we came here with and destroyed my paint job in the process and you say 'sorry' like it's supposed to make up for it!

"Are you fraggin' glitched?"

Skywarp grinned ruefully as he stroked a gentle digit across Ellie's back in concern.

"You're my medic; don't you know?"

"When are we gonna 'pop'?" Ellie asked in confusion, ignoring the indignant spluttering of the irate mech.

"What do you mean?" Skywarp asked the girl, visibly relaxing when she spoke to him.

"The last time you disappeared," she started, opening her eyes to look around her in surprise, "you 'popped'."

The purple Seeker chuckled when it occurred to him what she was referring to. "It wasn't actually me that made the popping sound, femme-ling; it was the air rushing back together in the space I had been in that made it. We didn't hear the pop, but anyone else around would have.

"You mean like the Thundercracker after lightening?"

"Exactly," he assured as he turned back to Ratchet, not registering the Freudian slip.

"They alright?" he directed to the Hummer.

"No damage," the Autobot CMO assured after his scan of the girl was complete.

"Well then! We better get a move on," Ellie suggested with a smile. "Those matrices aren't gonna restore themselves.

"Who has Shockwave?"

"I do," First Aid informed as he pulled said holo-preserver out of his subspace.

"Great! How about you guys start with him and Que; the more medics you have, the quicker it's gonna go, plus it'll show the Decepticons how my preservers work. Meanwhile, Epps, Road Rage, and I can start sorting out the stuff we brought."

"I'll start unloading my subspace and set up which spark goes to which body," Skywarp volunteered, quickly moving to Starscream's body and reverently placing his spark next to his head. Turning it on, he waited a few moments for his trine mate and leader to gain his bearings before he rushed off to place the rest of his sparks.

"We can help too," a human male volunteered from his place next to Que's body.

"And you are?" Ratchet assessed the human, instinctively blocking his view of Ellie.

"Amadeus Cespedes, and this is my team."

"Maestro informed us of you," the Autobot medic grunted in confirmation, bending over to set Epps on the floor.

"This is Epps. He has volunteered to help us," he finished.

"She's her, isn't she?" the lone human woman demanded in a subdued tone. "She's the baby that that inhuman monster experimented on. That 'Maimed Angel'."

"Yeah, Ellie's her," Epps agreed on his way to the water cooler. . . teleportation did not agree with him . . . "and she ain't ever gonna have to relive any of the shit that bastard put her through, . . . is she."

He didn't even try to pretend it was a question.

"Of course not!" the woman agreed indignantly. "I would never subject anyone to that kind of treatment!"

"You'll not ask her about it either," Road Rage warned with an angry growl of her engine.

"No! Not a word," the woman hastily affirmed as she quickly retreated behind the body she had been working on.

Ellie studiously ignored the conversation around her, concentrating, instead, on maneuvering the supplies they had brought into some semblance of order. Just as she finished moving it how she wanted, an explosion sounded from down the hall.

"What was that?" she wondered in concern.

"Ah breach o' tha external loadin' doors in lab'ratory alpha-three, two, nine," Maestro helpfully supplied.

"Carlisle!" the scientists exclaimed in unison.

"What about him?" Ellie asked in growing dread.

"He took the Phoenix out," Cespedes answered from his place near the cyclops' shoulder.

"Oh no!" Ellie gasped as the implications dawned on her.

"Road Rage! Skywarp!" Ratchet ordered as he began to connect the Energon lines to the spark. "Hold him down; he offlined with his battle processors running, it'll take a klik or two for the memories of his spark to sync with his body. He will fight us.

"Epps, Ellie; one of you needs to bring the drips. His systems have all been drained."

"I got it," Epps informed, moving to the case.

Once Ellie was certain there was no one paying attention to her, she slipped up to the interior lab door.

"Maestro? Please let me out; I have to go to the bathroom."

The soft "snick" of the door unlatching did not alert anyone as she confidently left the lab. Out in the hall, she called up the map Maestro had sent with his last update and headed for the ladies' room right next to the Phoenix lab.

She wouldn't let her Uncle Al hurt her real family.


As soon as he came online, the Decepticon scientist noted the presence of the Autobot CMO standing behind him. Shockwave looked around further, to see that everyone had been watching to see how to replace his spark matrix. He ran a quick diagnostic and saw that the repairs to his frame were barely adequate; however, it would be enough to allow him to restore the others and give his self-repair systems the time to work.

Shockwave noted that there was very little Energon available in his systems. Fortunately, the Autobot medic had a cube ready for him. As low as he was, he knew that slow consumption would be best. He sat up and accepted the cube gratefully, before sipping at it. Once he was properly fueled for the immediate duration, Shockwave began to aid the others in the process of installing a spark matrix, and proceeded to tend to as many as he could.


Brigadier General William Lennox watched the wall of screens in front of him with tight lips. The tension in his body was instantly apparent to any who saw him, and they would only have to glance at the wall to see why; broken up into more than a hundred smaller screens, each frame showed part of a battle going on. Each of the tiny screens was actually what was happening on the battle field. All of the N.E.S.T. soldiers and even the See-ones were wearing an earpiece with a boom mike and a micro sized camera attached. It allowed the General to see what was happening from the perspective of each allied soldier in combat. Looking at the compilation of images on the multiple screens in front of the General, the only thing that could be determined was that war was total confusion, it was bedlam, it was chaos, and it was Hell.

Explosions, screams of agonized, wounded personnel and bloody, sometimes broken, bodies filled each of the small screens at one time or another. The only good things about this whole mess was that no one had been killed, and the assault of the group known as the 'Dead-Eyes'. They were snipers of an incredible caliber! They were actually shooting the weapons out of the hands of the enemy troops, and destroying those weapons in the process. Suddenly Will spotted something in one of the screens that made him focus on it exclusively. The Dead-Eye sniper had just taken a shot before lowering his rifle. It was none other than Figueroa aka 'Fig'! The General couldn't help but smile at the thought that his old friend was still in action.


As Ellie ran out of the building, what she saw was like something straight out of a nightmare. Her heart almost stopped in her chest when she saw Sunstreaker almost surrounded by the group of See-Ones. She'd been about to go try to help him when she realized that they were actually helping the mech! She watched Sunstreaker engage an enemy at close range while the See-Ones held back a ways and took shots of opportunity on the enemy that Sunstreaker was fighting.

"Are they on our side now?" Ellie wondered aloud in disbelief as she stared at the sight in front of her. "They must be or they wouldn't be helping Sunstreaker, and he would have pounded them by now," she concluded before looking around for Optimus.


Soundwave's optics came on with a flash of red before they flickered off and a visor slid down to cover them.

Gingerly, Shockwave helped him sit up and held a cube of Energon to his lip-plates. When he started to greedily gulp it, the scientist removed it before he could purge it all back up.

"Slowly," the cyclops cautioned before he returned the cube. "Your system was bled dry of Energon and your tanks were also emptied. We were able to replace the circulatory Energon, but your tanks must be refilled slowly: the processing fluids must be built back up to acceptable levels before you can intake a standard ration."

Soundwave had to reset his vocalizer twice before he could speak.

"Soundwave: skt – knowledges."

When the scientist was satisfied the telepath was not going to gulp the rest of his ration, he rushed off to help re-integrate another spark the human team of scientists was struggling with.

Soundwave sat on the berth and watched the comings and goings of the various mechs and humans as he sipped slowly on his cube. Absently, he noted it was a quarter ration of medical grade while he took note of who was around. Carefully re-sealing the cube, he re-examined the roster of those present and compared it against those he expected to be there. One person was missing.

"Epps: query. Ellie: location?"

The tall human stopped in confusion and began to look around for the one person he had been tasked to guard.

"Hey! Anyone seen Ellie?" he shouted over the noise being made in the re-integration of the sparks.

"Haven't seen her since she asked what the explosion was," one of the male scientist answered as he hastily clamped off a leaking Energon line.

"Oh sh - - - !" Epps started before he thrust the box of Energon cubes at a passing medic.

Soundwave didn't hear his profanity before he was already out the door and transforming down into his alt to fit through the hallways. Hastily, he comm'd the spy he knew Ellie had in place and was rewarded with an instant schematic of the base layout and directions to the closest exit large enough for him. Turning the last corner, he was grateful to see the blast doors already opening to accommodate his mass. Absently, he registered the closing of the doors after him to keep potential combatants from the re-integration team.

As soon as the spymaster was clear of the doors, he was in his root form and bringing his weapons online. The only one still available was his sonic cannon. Instantly, it was armed and he began to track potential targets as he frantically searched for the girl.

"NO!" he screamed his denial when he saw the Prime fall at the hands of her custodian. Already, he was firing his cannon at one quarter intensity toward the cyborg enemies: instantly destroying their implants and leaving them confused and in pain in his wake, clearing a path to the Autobot leader. He knew his sparkling would try and reach the mech to attempt repairs.

He was almost to her when something ran into him from the side, knocking him off his feet. Out of pure reflex generated by ages of war, he rolled with the momentum, pinning his attacker with his weight while he tried to identify them. The face-plates of the Autobot saboteur, Jazz, remained expressionless, his optics locked on his own in an empty, mechanical stare as the body tried to escape.

Dispassionately, Soundwave deployed his hacking cables and easily penetrated the Earth-made patch covering the mech's spark chamber where they made short work of the

sub-standard human technology now within. With barely a process, he had the frequencies and programming codes analyzed and hijacked, back-tracking the signal to the origination point. Once he was in, he sent a powerful electronic pulse along the network that immediately destroyed the main control panel for all of the Lazarus mechs. All of the now lifeless bodies slumped to the ground at the same moment, freeing their opponents to engage the other threats and leaving the spymaster to race off to help his sparkling.


Ellie watched in horrified fascination as her Uncle Al deftly maneuvered Optimus into the position he wanted; knee servos in direct line and stance set almost in profile while he fired his weapon at the relatively weaker joints. With a surprised cry of pain, the Prime reached out and caught the encased human as he fell. Using his own mass and momentum against him, the scientist sliced upward at the elbow servo with the blade he retrieved from Sideswipe's downed opponent. The blade sang as it cut through the joint.

Before Uncle Al could celebrate his victory, Sunstreaker was there, drawing him away from the downed leader.

With speed born of desperate fear, Ellie was in motion, racing towards Optimus' prone form.

"Optimus! Optimus, please!" she begged as she climbed his beaten torso.

"Oh Urielle . . . you must get away," he plead.

"No! I won't leave you."

"Must. Cannot . . . protect . . ."

"Stop! I can help you protect me.

"The passage. The one I told you wasn't quite right. I remember it now and it can help you."


"'The key to victory is not a key, not metal, sound or light. The key is love and honest sparks, and true intent for right. When love is won by honest spark, the truth will be revealed. Veracity will be released, blood-ties be unsealed.'"

Before the last words had faded into the air, Ellie was already touching the giant mech's spark through a small breach in his armor.

The Autobot leader convulsed as generations worth of knowledge streamed into his processors and thick, liquid-silver metal began to flow freely along his body. As if it had a conscious, the silver flowed to every damaged place on the Prime and instantly repaired or rebuilt it. While the process was finishing, he shunted all of the non-critical new data to his secondary processors and onlined his optics when his proximity scanners warned him of the threat.

"Carlisle!" he hissed in utter loathing.

"Amazing!" the scientist said ecstatically as he reached for his niece.

"NO!" the static-y cry of Soundwave decreed just before he tackled the encased human.

At almost the same moment, the "new hardware 100% functional" notice popped up on the Peterbilt's HUD and he wasted no time in moving; hastily scooping his ward off his chest and depositing her into the surprised hands of Sunstreaker.

"Care for her," he told the golden mech in a near growl as anger caused him to focus intently on his adversary and deployed his new blade.

Warily, the opponents circled each other as they tried to work out the others' weaknesses. Optimus' scans informing him of the excessive power drain Carlisle's weapons systems were putting on his already limited fuel supply. His optics narrowed as he made a feint to his right to try and draw the human further away from Sunstreaker and a laboriously breathing Urielle.

The scientist countered the feint with his own, moving to his own right and firing his weapon at Sunstreaker from around the Prime.

"NO!" multiple cries rang out from Sideswipe, Soundwave, Thundercracker, and Road Rage as they converged on the golden twin.

The Peterbilt ignored the way his spark froze with fright at the thought of losing his sparkling and swung his new Sword of Truth at the knees of the former caretaker. He unleashed his pent up rage with a roar as the sword sliced through the appendages easily. When the arms came up in front of the human instinctively, Optimus made short work of them as well, making certain to cleave through the weapons mounts in the same motion. Not satisfied with the damage he had inflicted, he flipped the scientist onto his front and brutally removed the fuel cell from his back; ending with a stab to the back of the encasement's head, rendering the Phoenix useless and completely immobile.

Nodding at the howl of rage coming from the now trapped scientist, he stood up and surveyed the silent battlefield for additional threats to his sparkling. Satisfied that she was safe, for now, he turned back toward the group of mechs and single femme clustered around Sunstreaker.

"Livewire! Hurry!" he heard the golden warrior order.

The desperation in the sharp command was enough to make the giant's very spark seem to freeze in its casing before flaring wildly in fear. Before the second word could even fade into oblivion, Optimus began running toward the group, snatching up the struggling medic-ling as he went.

What he saw in the center of the grouping stopped him cold.