A shadowed figure shoots both Optimus and Ultra Magnus, critically wounding them, and causes all of the Autobots to search for the traitor among them. When the traitor is discovered to be Arcee, Springer is desperate to find out why. When he and Hot Rod attempt to capture her, the rest of the Autobot Headmasters, who take her and escape, stops them. Hot Rod and Springer go off to search for them, as the remaining Autobots attempt to discover why the Headmasters seem to be rebelling.

Meanwhile, on Charr, a similar situation has emerged, with civil war again breaking out among the Decepticons, led on one side by Galvatron, and on the other by Scorponok, who has the Decepticon Headmasters on his side. Galvatron, nearly destroyed by Scorponok's assault, seeks aid from a shadowy being, who promises to "restore you to your former glory, and correct your madness." He agrees, planning to betray his saviors, and the rest of the Decepticons depart.

Lord Zarak is furious, as he wanted Galvatron destroyed, which would cement his claim as leader of the Decepticons and give them "An army mighty enough to end our long conflict." His reverie is interrupted by the arrival of the Autobot Headmasters.

"Is everything ready?" Zarak asks.

"Yes," Chromedome replies. "The Autobots will not interfere with our plans, not with their leader destroyed."

Just then, Springer and Hot Rod attack, but are hopelessly outmatched by the Headmasters. They manage to summon reinforcements in the form of the Aerialbots and Technobots, but the battle is mercifully cut short when the Headmasters are called away, leaving the Autobots to pick up the pieces.

Galvatron awakens, his mind clear at last of the madness that had infected it. His eyes narrow on his companion in the room.

"Of all the beings in the universe, I hardly expected YOU to be my savior," he says.

"We had no choice," the shadowed figure says. "We require allies in our struggle, and you have something we require to finish this long war."

"What are you talking about?"

"The Decepticons and Autobots are in peril," his benefactor replies. "Ever since the battle on Nebulos, they have been in critical danger. The Transformers have walked into the deadliest war the universe has ever known."

Meanwhile, at Autobot City, Wreck-Gar has managed to stabilize Optimus, though they cannot repair his damage with the Matrix drawing so much power away from him. Kup responds that he's already considered that, and we cut to a shuttle landing. Elita-One disembarks, as Kup hurriedly explains the situation.

Elita must take the Matrix, Kup tell her, because there is no one else who can take it in time. She agrees, and the Matrix transforms her into Elita Prime. The awesomeness of this transformation is cut short, however, when Elita looks at Kup, deathly worried.

"You said ALL the Headmasters had turned against us?" Elita asks.

Kup nods.

"Then what about the garrison we stationed on. . . "

". . .Fortress Maximus," Kup says, with mounting fear. They round up the Protectobots and Blaster and head for it's last known position. . .

Hot Rod and company return, trying to figure out why the Headmasters have gone mad.

"Maybe the Nebulan tech isn't safe," Springer said. "Cybertron hasn't had much contact with organic species, well, until Earth. . .and there's a lot we don't know about Nebulos."

"Well, we know they're and old race," Hot Rod says. "Old as the Quintessons, most likely."

"That's strange in itself," Springer said. "If the Quints knew about them, five'll get you ten they've butted heads."

They set course for Quintessa Two, to get some answers. . .

Kup and Elita arrive at the position, too late. Maximus killed the entire garrison and left them to die in space. As Wheelie's destroyed body floats by, Elita says sternly:

"We are at war."

With that, the hull of the shuttle blows inward and a raiding party of Decepticons storm in, led by Sixshot and Galvatron. Elita and Galvatron fight, and Elita is shocked to learn that Galvatron does not remember their first battle, indeed, he seems to be missing a lot.

Kup is about to shoot Galvatron, when Sixshot intercedes. He keeps Kup at bay while Galvatron battles Elita. We then shift our view towards a distant screen, being watched by the shadowy figure that revived and restored Galvatron.

"He is chaotic," it says. "We require a more effective leader for our plans."

"Perhaps we should explore the possibility of an alliance with the Autobots?"

"Until our true plan can be set in motion."

"He could be as untrustworthy as Galvatron."

"Irrelevant. It is not necessary to trust him. He must only be willing to perform two tasks for us. Give us the technology we need. . .and lead the Decepticons again."<BR>

Hot Rod and Springer return to Cybertron, where Jazz informs them of the destruction caused by Fortress Maximus rampage.

"He took a lot of good Autobots with him," Jazz says. "I hope we melt that traitor down."

"I'm not so sure this was betrayal," Hot Rod says. "Spike and Daniel have always been our friends, they wouldn't do this--I know them. We've got to find the real reason for this."

They journey to Vector Sigma, where Hot Rod hopes to interface with Sigma and confer with the Autobot Leaders about the Nebulans. Springer cautions him--as Hot Rod, he may not be able to hand the tremendous power of Sigma's core.

Springer's right--the energy almost melts Hot Rod down. But the residual power of the Matrix triggers his resurrection as Rodimus. Rodimus journeys into the heart of the matrix and learns the secrets of the Nebulans:

Long ago, before the Transformers had been created, The galaxy was ruled by the twin empires of Quintessa and Nebulos. Since each was so far apart and protected--the Quintessons having erected slow-time walls to keep intruders away--they were virtually unaware of each other's existence.

Until the day came when a Nebulan explorer ship emerged from the slow-time barrier, several millennia old. The Quintessons tried to explore their space, but the Nebulans, angered by the loss of their vessel, sent an attack fleet to meet the Quintessons, and the first skirmish of the war began.

It was a war of mutual annihilation--both empires were all but lost, both their people forced to retreat. The final break came when Unicron attacked and the Quintessons and Nebulans cooperated to slingshot the monster planet away from the galaxy. A truce was established, and both empires went their separate ways.

One of the most strident objectors to the truce was Emirate Zarak, who insisted that Nebulos could still achieve a lasting victory, perhaps by using technology based on the Sharkticons they had captured. The fusion of organics and technology, would ensure their victory.

Meanwhile, Elita and Galvatron's battle is interrupted by Shockwave and Soundwave, who have appeared to inform them of a grievous assault on Charr by the Headmasters. They were able to survive, but so severely damaged that a counterattack is not feasible.

"Galvatron," Elita says. "I think we're both looking for the same answers. We both want to know why the Headmasters have gone rogue. Why don't we put aside our differences, work together?"

"They are traitors," Galvatron says. "I will deal with them, as I did Starscream--swiftly and brutally."

"Not alone, you won't," Kup says. "This is bigger than our war--your Decepticons can't beat them, and neither can we. But if we work together."

"PHAH! Alliances. I already have allies," Galvatron says.

"Allies strong enough to help you defeat the Headmasters?" Elita replies? "We can share information, find a weakness. Fortress Maximus alone could rip your army in two. Maximus and Scorponok together won't leave enough of you to make a hubcap."

Suddenly, a ship appears above them, tapping theirs. A magnetic junction is formed, and from it comes. . .a Quintesson.

The Quintesson explains the situation to Elita and Galvatron, and makes his request--the Quintessons need combiner technology to create their own race of soldiers to repel the Nebulans. In return, the Quintessons will work to undo the binary bonding process and free the Headmasters.

Galvatron is suspicious, as is Elita. If they give them combiner tech, she says how long will it be before the Quintessons use it against them? The Quintessons responds that they, in good faith, have a new type of technology, one that surpasses the Nebulans binary bonding process and, even better leaves the new Transformer free from control--Powermatrices. On an existing Transformer, they create an unstoppable machine, the next step in the machine's evolution.

Elita and Galvatron make an agreement--they'll assign Kup and Shockwave to aid the Quintessons in creating a combiner prototype, and Perceptor and Bombshell will supervise the Powermatrix installation. Their first subject-- Optimus Prime.

Meanwhile, Rodimus and Springer gather a group of Autobots and set off on a voyage to find Elita and warn her. On their way, they are attacked by the Headmasters, and Fortress Maximus, who wrecks their shuttle. Only the intervention of Sky Lynx saves them from total destruction. Omega Supreme then engages the gigantic Headmaster in battle, sacrificing himself in the process by triggering his self-destruct sequence, which, sadly, doesn't damage Maximus, but does buy them the time needed to escape.

Elsewhere, on Quintessa Two, the same chamber that Galvatron was inside is now inhabited by another figure, one who silhouette is familiar somehow. The Quintesson in charge of him looks at the figure and smiles.

"All is going according to plan," it says.

"We have the combiner technology from the Transformers."

"Soon, he will be revived."

"With the combiner technology, we will eliminate the Nebulans once and for all."<BR>

"And after them, our ungrateful children."

Construction proceeds apace on the new combiner--The Quintessons have introduced a new "scramble system," which can increase the attributes of the gestalt Transformer with more flexibility than usual.

Bombshell and Perceptor have stabilized Optimus, and are examining the Powermatrix. Optimus body can't handle it at present, they agree, so a reconstruction is in order.

Elita and Galvatron learn that the Headmasters have conquered the Planet of Junk, and have begun forcibly binary-bonding the Junkions, substantially increasing their forces. At this rate, Elita worries, they could be trapped on Cybertron, surrounded by Headmasters.

Elita wonders about their ultimate end--why would the Nebulans want to conquer the galaxy? It couldn't be, as the Quintesson said, just because they are against all inorganic life. Elita decides to send a spy to Nebulos, Galvatron recommends Sixshot.

On Nebulos, Zarak is gloating. Maximus alone is powerful enough to subjugate most of the planets in this world--he hasn't needed to leave the planet for a week. If the Transformers are this easy to defeat, then there is nothing to fear from their creators, the Quintessons.

"Don't be so sure," a disembodied voice admonishes. "They are very resourceful. My aid may have given you a temporary advantage, but if you squander it, all is lost."<BR>

"I've done everything you suggested," Zarak responds. "I assure your both our agendas will be served."

"I hope so, Lord Zarak," the voice responds. "After all, I ask so little, for giving you the keys to universal domination."

Sixshot begins his search on the Planet of Junk, encountering a group of Junkion Headmasters, all of which he quickly defeats. He listens to Highbrow and Apeface mentioning their ally's aid, and discreetly follows them back to Nebulos.

Inside the Quintesson chamber, the figure opens his eyes. The Quintesson attendant looks at him. "Are you capable of speech?"

"Yes," the gravelly voice rasps. "I. . .know you."

"Correct," the Quintesson replies. "How much do you remember?"

"I. . .remember. . .Prime," his eyes glow red with hate. "Then darkness. Oblivion."

"Then we have much to tell you."

Meanwhile, Elita and Galvatron are fighting back an attack squad of Headmasters off of Cybertron. Elita notices Galvatron's uncertainty when it comes to strategy, almost as though all that was left of his skill was brute force. The Headmasters almost break through their barricade, but then Rodimus and his crew arrive in Sky Lynx to rescue them. Rodimus, Galvatron, and Elita compare notes, and realize that not everything the Quintessons said was the truth. Galvatron wants to annihilate them as traitors, but Elita suggests they go along--for now, if for no other reason that to get Optimus back.

On Nebulos, Zarak is supervising the construction of a special exo-suit, one designed to hold not a physical form, but an essence. The voice responds that he is please, and reminds him of his request.

"Surely there are many bodies we could binary-bond you to," Zarak asks.

"No," the voice rasps sternly. "It must be Galvatron."

Back on Quintessa Two, the figure, still in shadows, considers what the Quintessons has told him.

"In this time, I am dead," he growls. "The Decepticons renegade and fractious, the Autobots firmly in control of Cybertron. All I worked for, lost to incompetence. And Prime--! My mortal enemy, revived. It is time for the Decepticons to return to their past glory. . .it is my time, once again. . .

. . .the time of. . Megatron!"

Sixshot is ambushed by a group of Headmasters as he approaches Nebulos, but he manages to fight them off, then loses his pursuers, making his way to where Lord Zarak is overseeing the final construction of the new Headmaster body.

"A difficult task, to be sure," Sixshot overhears. "Creating a Headmaster body of one who has no organic form, merely disembodied consciousness."

Sixshot listens intently as a muffled, but strangely familiar voice responds. Zarak is preparing the transfer process and he assures his benefactor that all will be ready once the transfer is complete.

Meanwhile, Perceptor has discovered a possible defense against the binary bonding. A chemical. composed of an element of Cosmic Rust can interfere with the binary bonds long enough to break contact and restore the transformer. . .in theory. Springer has a perfect test subject in mind--Arcee.

Rodimus is worried--Springer is risking a lot to save the lady he loves, but Springer is adamant. Besides, he remind Rodimus, she could help us, and saving her life, means saving Daniel's as well. Rodimus agrees, and the two of them, plus Blaster and the Dinobots set off on a search to find Arcee, last seen near Cybertron's planetary defense satellites.

The Quintessons are finishing their new combiner, which, echoing the aquatic nature of Quintessa Two, is comprised of sea creatures. The Quintessons, secretive and uncooperative about the gestalt's ability to swap different body parts or it's allegiance (will it be an Autobot or a Decepticon?) arouse Shockwave's suspicions, as well as the Quintesson's habit of disappearing for extended periods of time. He orders Scrapper to install a master command--a guard against Quintesson treachery.

At the main base on Cybertron, Elita and Galvatron are planning an offensive, something to buy Perceptor enough time to develop the anti-Headmaster weapon, give the Quintessons enough time to finish the gestalt, and draw a line in space, holding the line at Cybertron. Galvatron suggests an even more drastic plan--if the line fails, draw the Headmasters onto Cybertron and detonate the planet's core.

Elita's shocked--she expected Megatron's strategic mind to cool his brutal nature. Galvatron flies off the handle.

"Never forget, Autobot--I am GALVATRON!" Galvatron exclaims.

"But you were Megatron," Elita responds cooly.

"He isn't," a voice says as they both turn to face the speaker. "I am."

8-Echo of a Nightmare

Galvatron is shocked into incoherence by the sight of Megatron--redesigned a bit, but unmistakably him. Elita isn't--she expected this, ever since Galvatron had missed her hints at his past life as Megatron.

Megatron explains that they must assist the Quintessons in defeating the Nebulans because the Nebulans, considering the Transformers mere pawns of the Quintessons, and therefore, won't discriminate about their targets in their war to eliminate the Quintessons.

"But why have they started this war again?" Elita asks, perplexed. "Why couldn't they just maintain the truce that they established when Unicron attacked?"

"They. . .do not know," Megatron admits.

"And why did they resurrect you?" Galvatron demands.

"We have adequate soldiers for an extended war with the Nebulans," Megatron explains. "What we will need are generals--those well-suited to coordinate a war on this vast scale."

"And that's you?" Elita asks.

Megatron smiles. "We took Cybertron and held it, didn't we?"

It is then decided that the Predacons, Terrorcons, Aerialbots, Metroplex, and Trypticon will engage the Headmaster force massing off of Cybertron. Elita hopes this will give Rodimus and Springer enough of a chance to save Arcee. . .

On The Planet of Junk, Rodimus and Springer are hip-deep in binary-bonded Junkions, being led by Arcee and Mindwipe. Springer breaks away from them for a second and chases Arcee, managing to get a shot off with the Binary Breaker.

Trouble is, it has NO effect, and Springer and Rodimus find themselves soon overwhelmed by a sea of Junkions. . .

On Nebulos, Zarak completes the mind transfer. The new Headmaster moves stiffly.

"Are you well?" Zarak asks him.

"Yes," he says. "Merely unused to having total control of a body. Have you found Galvatron yet?"

"No," Zarak says. "But we will."

Meanwhile, the huge battle between the mightiest of the Transformers and the enslaved Headmasters begins in earnest. Fortress Maximus is so powerful he fight off vicious attacks from Predaking and Abominus simultaneously. The Aerialbots managed to incapacitate Weirdwolf, but Megatron kills the Transformer body, insisting that Monzo be taken back to the Quintesson's lab for analysis. Silverbot is confused, but complies.

Meanwhile, the rest of the Headmasters have retreated, all except for Fortress Maximus, who rips the arm from Abominus and begins to smash Predaking with it. The two gestalts now out of the war, Megatron sees Fortress Maximus bearing down on him. . .

9-Machine Graveyard

Megatron, unbowed by the gigantic robot moving toward him, commands Metroplex and Trypticon to attack. Trypticon takes a chunk of Maximus' arm as Metroplex unloads on his brother city. Megatron changes into his fusion-cannon mode and start blasting huge holes in Maximus.

Elita, watching from Cybertron is amazed--despite the odds, Maximus seems to be weakening, if they can just find a way to slow him down enough to hit him with the Binary Breaker. Perceptor has loaded a warhead of it onto a missile and is now targeting Maximus's head. The missile is fired. . .and nothing happens.

There is a moment of terror, until Maxmius attempts to transform, which shorts out all of his systems and separates them all. They are taken to the Quintessons, who analyze the binary bonding process and find themselves pleased with the results.

"We have the combiner process from the Transformers."

"And now we have the binary bonding process from the Nebulans."

"And the trust of the Transformers to eliminate the Nebulans."

"All is going perfectly. . ."

"According to plan."

Meanwhile, on Nebulos, Rodimus, Springer, and the Dinobots are "guests" of Lord Zarak, who introduces them to the newest Headmaster. . .Starscream.

10-Wandering Ghosts

Rodimus is amazed--he thought Starscream was finished after the attempt to re-build Unicron failed. Starscream explains that his new body was destroyed by a supernova--a real "Star's scream," and he drifted back to Nebulos, making contact with Zarak. Zarak, seeking domination over the Decepticons in particular, and the Transformers in general offered Starscream a Headmaster body and the Transformer of his choice to be bonded to if he would help him eliminate Galvatron--something which Starscream was more than happy to do.

However, for the plan to be set in motion, Quintesson technology was needed, which meant that the Autobots would also need to be distracted . However, once the Headmasters had been controlled so effectively, Zarak and Starscream decided that setting old scores was rather futile, when the galaxy was ripe for domination.

On Cybertron, Maximus is being repaired and examined by the Quintessons, who have nearly completed the new gestalt, but who now seem reluctant to provide answers about their role in this war. Also, Optimus's redesign and rebuild is proceeding in earnest. Perceptor hopes he will return online soon.

Meanwhile, Galvatron and Megatron have a heated exchange, Megatron sees Galvatron as a failure, and the direct cause of the civil wars that have thrown his Decepticons into disarray. Galvatron sees Megatron as a relic, unable to comprehend the problems that have gripped his Decepticons. Elita manages to break it up, but wonders how long the alliance will last with this kind of tension. Already the Decepticons are choosing sides, standing behind either Galvatron or Megatron. Soon they'd be at each other's throats, and then Nebulans could defeat them once divided.

Elita also wonders about her own squad. With three leaders--herself, Rodimus, and Optimus in command, will the Autobots suffer this sort of tension?

Back on Nebulos, Zarak announces his plans to binary bond Springer and Rodimus, but are interrupted by Sixshot's attack. Sixshot kills Zarak and frees Rodimus, but not before Starscream assumes the body of Scorponok. Rodimus, Springer, Sixshot, and the rest prepare for a fight. . .

11-Fire Dance

Starscream gloats over his captives--Scorponok's power is awesome, even more powerful than he had imagined. He summons a squadron of Headmasters, and Rodimus and company fight their way off of Nebulos, now desperate to warn Cybertron of the real reason behind this war.

Meanwhile, Perceptor introduces the new Powermaster Optimus Prime to Elita. The tensions between Optimus and Megatron is intense, but Optimus says that's something they can settle later.

In the meantime, with the offensive against the Headmasters successful, Megatron pushes for another offensive--this time against the Planet of Junk, which will cut off a major source of manpower for the Nebulans. Optimus agrees, but suggests a "Trojan Horse" assault--now that Fortress Maximus is back under control, they should use it to sneak past their defenses. Elita agrees with him, as, surprisingly, does Galvatron.

Preparations are made quickly, as Elita tell Optimus the nature of the war they find themselves in. They are interrupted by Shockwave, who informs them of his doubts about the Quintessons.

"I don't understand," Elita says. "Why would you tell us this and not Megatron?"

"Because Megatron was rebuilt by the Quintessons," Shockwave says. "Who is to say that he is not their puppet."

"Megatron's nobody's puppet," Optimus said. "He wouldn't go along with their directives."

"You did," Shockwave reminds him. They decide to keep a closer eye on the Quintessons, who, even now are watching them as they work on a secret project on Quintessa Two.

"The alliance is beginning to show it's cracks," it says.

"But we have their technology."

"Soon our true plan will be put in motion."

12-The Edge of Destruction

The battle to re-take the Planet of Junk begins as Fortress Maximus lands on the surface of the planet, an awesome spectacle that the Headmaster Junkions take no notice of at all--until Autobots and Decepticons, all of them armed with Binary Breaker weapons pour out of the battle fortress, which itself is laying out covering fire.

Megatron and Prime, both leading the assaults, order their troops not to destroy the Headmaster, but to keep them alive long enough for them to be repaired and be reprogrammed.

Megatron turns to Optimus "How amazing," he says. "That you and I together should be so effective a fighting force."

"Not so amazing," Optimus says. "You were always a foe worthy of respect."

Meanwhile, Rodimus' group is on the way back to Cybertron, with Starscream hard on his heels. Rodimus wonders if it's too late to stop the war before it gets out of hand.

Starscream's approach is noticed on Cybertron's defense screens. Galvatron, thinking that this is Zarak returning for another power play, goes out to meet him with Trypticon. Needless to say, he's pretty shocked by the sound of Starscream's voice.

The battle is fierce--even Trypticon is knocked aside by the force of it--Galvatron fights to the bitter end, but Scorponok's body, with Starscream's desperate essence driving it, wound and overwhelms him.

"I was hoping I'd get the chance to take your body, Galvatron," Starscream snarls, crushing him in his pincers. "But I'll be satisfied instead will killing you."

"You won't get that satisfaction," Galvatron yells, moving his cannon into position and vaporizing his own head. His body, lifeless, goes limp. Starscream is furious.

"GALVATRON!" Starscream says. He's so enraged he throws the body into Cybertron with such force it leaves a crater. Starscream, vowing revenge, flies off, vowing to return.

Rodimus and Springer find Galvatron's body. Rodmius is perplexed--as angry as he was at Galvatron, he didn't hesitate to do all he could to repel Starscream's assault. He is interred with honor, and his name given the respect of a hero.

13-The Burning Skies

Optimus and Megatron receive the news of Galvatron's death. Optimus is saddened that another life has been lost, but Megatron sneers at him.

"Suicide is not the Decepticon way," he states. "We fight on until our last light is dimmed. Victory or death."

Besides, Megatron is concerned with Starscream's re-appearance--this will complicate things. Prime warns him that going on a vendetta would be foolish at the point, not when they're so close to pushing the Nebulans back further and further. Megatron responds that if Starscream is eliminated, their forces will fall apart that much more rapidly.

Meanwhile, Starscream flies into a nebula, toward a familiar monster planet. While it may look like Unicron, it is, in fact, a prototype, created and forgotten millennia ago--it has no consciousness, and it can't transform, but it will serve quite well as a weapon of intimidation. When it appears over Cybertron, the mere threat of force will be enough to force their surrender.

The Quintessons, in the meantime, introduce the Seacons and their gestalt form, Piranocon, to the assembled forces. The Quintessons, stating that their agreement has been fulfilled and the Nebulans pushed back for a time, elect to return to Quintessa Two.

Shockwave has other plans--he send the Seacons as spies to find out the true nature of the Quintessons's plans. Meanwhile, Starscream hovers over the Planet of Junk with his Unicron prototype and offers an ultimatum--surrender of he'll destroy the planet. Megatron and Prime evacuate as many as they can, but not enough before Starscream blows up the planet with the machine's particle beam. Starscream then sets a course for Cybertron, as Prime and Megatron try to outrace it as it heads for Cybertron . . .

14-Influence of the Deep

Optimus and Megatron confer on how to stop Starscream's planet-killer. As strong as the Cybertron satellites are, they couldn't hope to destroy the machine before it annihilates Cybertron. Megatron suggests an infiltration mission--with his ranks depleted by battle, Starscream couldn't possibly have enough troops to stop an infiltration squad into the heart of the machine, and destroy it. Elita concurs, but adds that there isn't any weapon they posses that are powerful enough to destroy something that large.

"What about the Matrix?" Megatron asks.

"It's never recovered from the time we used it to destroy the hate plague," Optimus admits. "And now, with three leaders among us, it is nearly redundant."

"Maybe not," Elita says. "If the three of us--Rodimus, you, and I--combined our power and channeled it through the Matrix, we might be able to destroy it."

Optmius agrees. Megatron offers to send Sixshot and Shockwave with them, so long as he can accompany them. Optimus reminds him that's not necessary--if the machine explodes, all three of them could be destroyed, then who would lead the Transformers against the Quintessons?

"We both will," Megatron says. "Your life is mine, Prime. No one--Not Starscream, not the Nebulans, not the Quintessons--will deny me the pleasure of my victory over you."

On Quintessa Two, the Seacons are interrupted in their reconnaissance mission by a horde of Sharkticons, who try to devour the gestalt force. They merge into Piranocon and destroy the lot of them, using Skalor's weapons scramble to destroy them. But they are seized by one of the Quintessons' Guardian Krakens and shocked into unconsciousness. Shockwave notices the interruption, and he and Kup send Blaster and Soundwave to investigate.

Meanwhile, the planet killer rises over Cybertron like an ill omen. Only the shuttle streaking towards them carries any hope of their victory. . .

15-Echo in the Heart

The shuttle lands hard on the surface of the planet killer, met by the last remaining Headmasters. Springer is troubled--Arcee was gone from the planet of Junk by the time Prime re-took it, or she was in hiding. However, they didn't find her body over the debris, so there's a bit of hope.

Headmasters and Transformers meet in terrible battle. Metroplex and Trypticon both attack Scorponok, until Megatron waves the off.

"It's been a long time, traitor," Megatron says coldly. "I have much to repay you for!"

"Megatron?" Starscream replies, shocked. "Is that you?"

"Decide for yourself!" Megatron bellows, changing into his gun mode and blasting Scorponok's body with a mighty bolt of energy.

"Do you remember the first lesson, Starscream?" Megatron says, changing back to robot mode. "Extinction to all traitors!"

Starscream stomps Megatron to the surface of the planet, crushing him underneath his weight.

"I killed you once."

"That was Galvatron, you fool," Megatron sneers, defiant to the last. And you didn't kill him--he killed himself."

"Then it is to my satisfaction that I get to kill you twice, Megatron!"

Just then, Prime comes to Megatron's aid, merging with his trailer and blasting Starscream with every erg of power he has. The force of the blast and the Binary Breaker shells cause Starscream's systems to fail, and the machines separate, Starscream's wounded Headmaster form to fall, damaged to the surface as Scorponok's body smashes to the ground.

Megatron rolls to his feet, and walks over to the wounded Starscream.

"All those years," Megatron says. "All those years of plotting, undermined at every turn by you, Starscream. Now, at last, those days will end. Farewell."

Megatron melts Starscream's body into the metal of the war machine.

On Quintessa Two, the Quintessons seem well pleased.

"The Nebulans are at last eliminated."

"We are nearly ready."

"We will now take control of the planet killer."

"Send the signal."

A signal is sent, and Megatron's eyes glow for a second. He orders his Decepticons to fortify their positions, and break the Binary bonds on the Decepticon Headmasters. Springer finally breaks Arcee's bond and they are reunited.

But the reunion turns bitter when Megatron levels his weapon on the Autobots. Elita and Prime demand an explanation.

"I, Megatron, now declare the war machine. . .Quintesson Domain!"

16-The Fires Of Space

Megatron and Prime are locked in a standoff.

"This is what they brought you back for?" prime asks. "To be their puppet? To steal our technology."

"They gave me what I always wanted, Prime," Megatron replies. "Power. The chance to lead my Decepticons to ultimate victory over you Autobots, to make Cybertron ours forever."

"So long as you don't interfere with the Quintessons," Elita says. "You've put us back where we were--at their mercy."

"Spare me your indignation," Megatron sneers. "The fact is, I have the planet killer, and my Decepticons outnumber your forces. For the sake of honor, I will let you leave alive, Prime, but be quick, before I change my mind."

"And let you have this weapon?" Elita says.

"Let it go, Elita," Prime says, signaling for his shuttle. He turns to Megatron. "This isn't over. Not by a long shot."

"I'm counting on it, Prime," Megatron says. "The next time we meet, one shall stand, one shall fall."

The Autobots depart as Megatron orders a new course, towards Earth.

"The Autbots care so much for this planet. Let's see how much value it has. . .as a hostage."

On Quintessa, Soundwave and Blaster attempt to free the Seacons from the army of Sharkticons that surround them. Both Transformer unleash their cassette forces as their masters work to free them from the Energon chains. Once they break free, they frantically move through the Quintesson's fortress, meeting up with the Quintesson judge and a horde of Sharkticons.

"Has the imperial magistrate reached a verdict?" the magistrate asks the immense Judge.

The Judge spins around, during a death's head face toward the Transformers.

". . .Guilty."

The Transformers fight their way through the Sharkitcons and other Quintesson Transformers massed against them. They are almost overwhelmed when the door to the chamber blasts open, flattening the bailiff.

Trypticon looms over them all.

"Excuse me," it bellows. Shockwave and Kup lay down covering fire and manage to rout the Quintesson forces, buying them enough time to reach the shuttle.

"They have escaped," the Quintesson judge says.

"Irrelevant. Megatron has the weapon."

"The target has been selected."

"The last threat to our plans will soon be . . .eliminated."

17-Crossroads of Sadness

The planet killer, damaged in the battle with Starscream, is unable to make any great speed to Cybertron. Megatron patiently bides his time, instructing his Decepticons to make repairs as needed, as Megatron himself meditates on his situation.

"Shockwave and Trypticon have not returned," he said. "I have never fully trusted him, not since his alliance with Starscream so long ago. But he is Decepticon--he would not ignore our last charge to victory."

"He was sent on a mission to Quintessa, with the Autobots," Cyclonus volunteers.

"Indeed?" Megatron asks. "Contact them. I would speak with them."

Back on Cybertron, Prime and Elita explain the situation to Rodimus.

"Megatron--under Quintesson control," Rodimus said. "That's not good."

"No," Prime says. "But there may be a way to stop him. If we were to go to Quintessa and destroy the control device they're using--it might slow him down, give us a way to find out where his."

"And that would give us time to stop him," Elita said.

They are interruped by a signal from Kup and Shockwave, who tell them of the Quintesson betrayal. Optimus tells Kup to rendezvous with his shuttle--they're coming over.

Rodimus, Srpinger, Elita, Arcee, and Optimus rocket to Kup's position. Kup notices Shockwave sending a signal on another chanel. He demands to know what's going on. Shockwave levels his weapon and tell him to stand aside.

The Decepticons separate the shuttles and fly to meet with Megatron. Kup isn't worried--he had Blaster put a transmitter on Shockwave, something which relieves Prime no end.

But there's a decision to be made--destroy the Quintesson controls and stop Megatron, or meet him head on? Optimus decides to make the journey to Quintessa Two.

No effort is made to infiltrate--Optimus leads his Autobots in a head-on assault on the Quintesson fortress. They fight valiantly, despite being outnumbered by the millions. Weakened by battle Srpinger and Rodimus make their way to the control center. They are halted by five Quintessons.

"This is forbidden, servitors."

"You cannot be allowed to interfere with our plans."

"Because of your disobedience, you must be eliminated."

"Quintessons--TRANSFORM!"

The Quintessons separate, their heads separating and changing . . .combining.

"Merge to ultimate state!"

The Quintessons unite into a massive gestalt--tall as Fortress Maximus. The five faces fuse and form the head of the massive machine. It tears through the roof of the command center, looming over all of them.

Kup transforms and drives off one of the Quintesson's bridges, then changes back, aiming for the head of the massive Quintesson.

The Quintesson gribs him in his massive fist, but Kup keeps firing, even though it has no effect, he keeps shooting, yelling at his companions to run and get reinforcements.

Prime and Rodimus don't want to leave him, but they knew there's know way they can fight the Quintesson alone. The shuttle flies off, out of the Quintesson jamming field, and the signal is sent.

  18-Before the Storm

Megaton is well pleased--the planet-killer's systems are almost fully operational. Even better, the Quintesson's signals seem to have ceased altogether. A smile crosses his lips--now he is the master of his own destiny, and the Decepticons.

On Quintessa Two, every Autobot from Cybertron attacks the Omega Quintesson, gestalts and cities, Dinobots and regular Autobots engage the massive machine.

To no real effect. The Quintesson merely scrambles its combiner circuitry to counter the assault. Optimus decides that the big machines can't win this fight--it's up to the smallest of them. Blaster leads the minibots and his cassette force to break through the holes in the Quintesson armor, to destroy the machine from within.

Meanwhile, Optimus attends to Kup, who is near death. Kup has no regrets--he did what he always would have--fought to the end, by the side of his friends. He says a few words--to Rodimus, to Optimus, to Elita--and then dies, looking up to the stars one last time.

"Goodbye, old friend," Optimus says quietly.

Meanwhile, the massive Quintesson is being torn to pieces by the mini-bots sabotage. . .It lunges back, long enough for every Autobot standing to pour every erg of energy into it. The Omega Quintesson falls as the mini-bots escape.

The Quintesson explains itself at last--the war with the Nebulans, the manipulation of the Transformers, it was all because of their greatest fear--that they would be supplanted by the new organic species, like the Nebulans and the humans. The human and Nebulans could evolve, but the Quintessons did not know how to. Soon they would have died out.

Optimus digests this quietly. "All this. . .because of your fear," he says. "All this because you would not die alone. Was it worth it?"

The Quintesson doesn't answer.

Optimus turns to the stars, but is interruped by a holographic transmission, from Megatron.

"Attention Autobots," he says smugly. "While you have distraced yourselves with the Quintessons, we have finally reached Earth. I intend to drain it of all the energon I can wring out of it. If they refuse. . .Earth will be destroyed."

The transmission terminates. "It's a trap," Elita tell Optimus, knowing what's on his mind. "You KNOW it is."

"I know," Optimus says.

"He wants you to go to him, for one last battle," Rodimus says. "He'll take the Earth to the brink of destruction."

"I know," Optimus says. "And you know as well--there's only one way. Megatron must be stopped. . .no matter the cost."

  19-World's End

Megatron delivers his ultimatum to the nation of the world, then annihlates the moon just to prove his point. He gives them one hour, then orders his Decepticons to recharge the weapon. He has no intention of letting them live. The humans are too resourceful, have cost him victory after victory, and he will not abide them. Not in his universe.

Before the screens can be raised after the moon's destruction, the Autobots fly in, ripping the superstruture to pieces. Megatron orders his Dcepticons to attack.

Decepticons meet their rivals one last time. Metroplex and Trypticon fight savagely, the battle pitched and violent. Soundwave and Blaster attack each other with their entire casette force, Rodimus and Elita battle Cyclonus and Scourge.

Autobots fall, Decepticons fall. Some will never rise again. The battle becomes so savage that Megatron himself takes a hand. He changes to his cannon mode, almost destroying Superion and Computron with his first volley.

Optimus sees Megatron from afar--leading his Decepticons in the slaughter, and he is enraged. For so many years, so many deaths--it has always been the two of them, locked in combat. Megatron the enemy of peace, who desired only conquest, war, and subjugation. Optimus look at Elita.

"There's only one way to end this in time," He says. "Maybe the way it always should have been--him and me."

"Optimus--"

"Make sure that no one fires that weapon, Elita," he says, touching her face. "Long ago, I made a promise to keep Earth safe. I will not fail it now."

With that, he changes into his vehicle mode and storms through the warring forces, much like he did at Autobot City. He merges with his trailer and annihilates the Terrorcons and the Constructicons, until finally Megatron and he are face to face.

"Prime."

"As you said," Optimus says cooly. "One shall stand, one shall fall."

"At the end of the world," Megatron says, his fever for battle rising. "You and I--TO THE DEATH!"

  20-Cross of Heat

Optimus and Megatron blast each other will all they have, each winging the other's weaponry off of them. Optmius separates from his trailer as he takes the fight to Megatron hand-to-hand.

Rodimus journeys into the core of the planet killer, where he finds Cyclonus adjusting the weapon to fire on Earth. He draws his blaster on Cyclonus and moves him away from the console. Rodimus destroys the fire control and turns to Cyclonus again.

"You cannot stop it," Cyclonus says. "One day, the Decepticons will triumph. Even if it takes us a million years, our banner will blaze across the stars long after you have been forgotten. . .DECEPTICONS FORVER!"

With that, Cyclonus rips out his vital circutry and falls, but not before hitting the navigation console and causing the planet killer's engines to activate. . .on a ramming course to earth.

"Elita," Rodimus says into the comlink. "We've got a problem. The planet killer's moving toward Earth. We have GOT to slow it down somehow. I think I can turn it around, but by the time I figure it out. . .we'll be dead."

Elita orders every Transformer big enough, Autobot or Decepticon, to hold the planet killer back. Fortress Maxmius, Metroplex, Predaking, Computron, Piranocon, and Superion push against it, strianing mightily against the massive weapon, but they can only slow it down. Elita goes to the control room with Rodimus, and as both try to sort out the problem.

Meanwhile, Megatron and Prime fall down into the pit with the firing chamber. Megatron is gloating despite being heavily damaged.

"You've lost, Prime!" Megatron says, striking Prime. "The humans would not serve, and they will meet their reward. You were a fool to champion them."

Prime, having taken a bad hit, leans against the wall. He sees his blaster a few feet away, having been knocked from his hand in the fall.

"That's one thing you never understood Megatron, and one thing I've never forgotten," Prime says, rolling for his blaster and pumping round after round into Megatron, knocking him back against the plasma core. Megatron falls in, and is vaporized almost instantly. Prime stands, his blaster still smoking.

". . .Freedom is the right of all sentient beings."

Rodimus and Elita are almost out of option--they can't turn the planet killer around, and destroying it isn't an option--even the mightiest explosion would only scatter more debris over the planet.

Just then, Optimus enters the room. "I think it's time," he says. "Destroying the plasma core isn't enough . . .but the power of the Matrix might be."

Elita opens the Matrix, and Optimus, Elita, and Rodimus all join hands around it, adding their own energy to it. The rest of the Transformers, having moved away watch as the planet killer is enveloped in a wash of blue energy--

And it is gone. Optimus, Elita, and Rodimus fly to the Transformers. Autobot and Decepticon look at each other--this time, without their weapons drawn.

Later, we see a large round table. Seated there are Optimus, Sixshot, Elita, Soundwave, Rodimus, Shockwave, Grimlock, and Blitzwing. We hear Optimus's voice:

"It was a world transformed. Things were not what they seemed."

We see a new symbol on the command center of Cyberton--a combination of the Autobot and Decepticon symbols.

"After the last Cybertronian war there was peace at last. Autobot and Decepticon met each other as equals, and finally there was lasting peace."

We see the ruins of Quintessa Two, most especially the head of the Omega Quintesson.

"For those who tried to manipulate us. . ."

We see the Nebulans rebuilding their planet, tossing Zarak's head into a waste bin.

". . .and those who tried to dominate us. . ."

We see Daniel's son playing with a Megatron toy.

". .And the worst among us were gone at last. We were the masters of our own destiny. We had reached the end of the road, and the road led to a new road, a road traveled as one. And we will look to the horizon with hope. . ."

We see Springer and Arcee with a smaller robot, possibly theirs.

". . .we will remember those who we traveled with. . ."

We pan a hall of fallen warriors--Ironhide, Kup, even Cyclonus are represented as statues in the hall.

". .To the last hour, the last day, the last mile of the road we travel. . ."

The sun rises over Cybertron.

". . until the day when all are one. . ."

THE END