Minor Planet 20000 Varuna
Present Day

It sat ill with Starscream to huddle in the shadows of the ruddy-grey rockball and wait among their gathered forces for yet more Decepticons to arrive from the depths of space, but Shockwave had issued his orders. Just now Starscream had no desire to disobey them. That was a rare occurrence, and one not likely to happen again, but if Starscream was adept at anything at all in the universe, it was survival. And just now, he was absolutely, positively certain that countermanding Shockwave's orders would be the end of whoever was fool enough to try. Primus knew Skywarp and Thundercracker were flying perilously close to that line...

- Skywarp, - he heard the cycloptic mech's tightly pulsed signal go out. - Thundercracker. Report to my position at once. - A moment later, a more focused burst of signal added, - Aerospace Commander, I suggest you do so as well. -

It didn't have the feel of the kind of 'suggestion' Megatron used to give. Those had inevitably been laden with barely leashed wrath. This... Starscream could have been mistaken, but he thought he detected a faint trace of smugness in it. That alone was enough to make him wary; he signaled his acceptance and launched himself into the black Varuna sky. What was Shockwave planning?

Shockwave had set up his coordination post on the lip of an ice-lined crater overlooking a broad, flat, dusty plain. There weren't many strategic views to be had on the pathetic rockball, but he'd managed to find one. As Starscream approached he sent out a brief ping of greeting to the two other flyers. Of all the mechs on Cybertron, Skywarp and Thundercracker came closest to being mechs he actually liked. Not that the emotion ran deep enough to intervene with Shockwave just yet, of course- but still. He landed a little distance away from the two and noted, - Good luck, you two. -

- With what? - answered Skywarp- but before he could answer, Shockwave rose to his feet, and all three went silent.

- I have had word from Soundwave, - said the ancient mech. - The Autobots are preparing. -

- Yes? So? - said Skywarp, optic shutters briefly slanting in confusion.

Thundercracker winced, shoulder servos drawing closer together. Starscream didn't envy him. He could see where this was about to go.

And Shockwave didn't disappoint. -They are preparing, - he said tightly, - for us. They know we are coming. -

- So what? - said Skywarp, and even Starscream had to wince at that. Skywarp was a brilliant aerialist and absolutely deadly in combat, but at times he had all the sense of a drone. - There's what, seven of them on Earth? We outnumber them by- -

- THAT IS NOT THE POINT, - Shockwave's signal crackled. Skywarp went silent. - When I give an order I expect it to be obeyed, Skywarp, and I ordered complete silence on all potentially Earth-bound frequencies. -

Skywarp started to formulate a reply, but Thundercracker spoke first. - I should have stopped him, Adjutant, - he said. - The blame- -

- Is not his alone, - Shockwave acknowledged. - Especially given that the signal in question included names. Not only are the Autobots aware of our arrival, but they know who's coming. And who leads them.

Thundercracker didn't say anything. He only resettled his shoulders and nodded. He knew, if Skywarp didn't, where and how to pick his battles.

- Understand this, - said Shockwave, coming a step forward and no further. - I had planned on such a contingency. This breach of protocol is not a defeat for us; we will not fail. - His lone optic gleamed. - However. -

Starscream's sensors were so focused on the scene before him that Omega Supreme could have stood up behind him and he wouldn't have noticed.

- I dislike having to change tactics because of abject stupidity. It's a waste of resources and perfectly good planning. - Shockwave's head swiveled from Thundercracker to Skywarp, then back again. - And I will not see further chances to take this planet squandered by those who presume themselves secure. -

Skywarp and Thundercracker didn't dare look away from Shockwave's gaze, but they exchanged a brief, silent ping of worry.

- We will find where the humans have left Lord Megatron. We will retrieve him and bring back his Spark. And when we do, I intend to present him with his army of conquest- at full strength. - It was difficult to say, but Shockwave might possibly have glanced Starscream's way as he said it. - But that strength will be in the form I choose. -

He raised his hand and pointed, almost negligently, to the ice sheet that lined the crater interior. For a moment there was nothing, only light and shadow; then the shadows began to move, creeping, flowing together, heaving upwards. The glimmer of starlight from the Varuna sky glimmered off thousands of shards of silently broken ice as a carpet of something scurried over rock and ice alike to pool itself at Shockwave's feet.

Skywarp swore. Thundercracker stepped reflexively backwards.

- There is more than one way to make use of a mech who won't obey orders, - said Shockwave calmly. - Our parts can be broken down into all kinds of combinations with the right skill. In my research into ancient Cybertronian history I found more than a few secrets long lost. One of them was a means of producing and controlling an almost infinite number of mindless, sparkless surveillance and infiltration drones. Individually they aren't much, but en masse, they have the firepower and destructive capability of any one of you. I call them the Swarm. -

A trickle of glittering blackness raced up one of Shockwave's legs, across and around his torso, and up onto his shoulder from behind, where it sat still. Starscream was almost sure he could see scores of tiny, brilliant red optics peering out of that mass.

- The process of rendering a mech down into their equivalent mass of Swarm-bots is annoyingly complicated, and gives me another duty when I am already busy, - said Shockwave. - So I would prefer not to have to invoke it. But I will, if you fail our cause again. Am I understood? -

- Yes, Adjutant, - answered Skywarp and Thundercracker simultaneously.

- Good, - said Shockwave. - Now. I will require a planetary blockade of Earth before we proceed any further. The Autobots and their human allies are not to gain any more resources than they already have. Neither are they to be allowed to marshal their forces. Summon the others for me, all three of you. We have a disposition of forces to discuss before we reclaim our Lord and bring the third rock from Sol to its knees. -

Starscream shook himself, hard, and launched himself into the black sky again. Anything to get out of the ancient mech's line of sight.

The setup is one that was planned for some time ago, but never used more than once or twice: scaffolding and monitors, cameras and microphones and encrypted hard-lines. There is space here for one mech to speak to multiple humans face-to-face, both in the flesh and on the screen; there is room for others as well, to wait their turn as needed. In the past this setup was used to inform governments of the existence and presence of the Cybertronians, to ensure that they were ready to have the rest of their people informed.

Tonight, unfortunately, is going to be a variation on that theme- a variation that many no doubt prayed would never be needed.

The minor planet Varuna orbits Sol at such a distance that its presence was only detected by the momentary disturbance it made when it occulted the light of a distant star. No planet-bound telescope could hope to catch sight of it. Even satellites set in Earth's orbit, probing endlessly outward into the deep and lonely skies, scarcely stand a chance. Space is vast, and Varuna tiny. No one looks for it much, or monitors it often. No telescope was turned Varuna's way on the day of the battle in Mission City.

A pity. They missed a hell of a fight.

Shockwave's leap was perfect, his arc unmarred by petty considerations like atmospheric drag. Starscream would admire it later, for all that he despised the mech who made it. He shoved himself sideways, priming his attitudinal thrusters for a massive burn. His only chance was to keep the other mech off balance, too rattled to plot his way through the fight. As it was, Shockwave's right fist landed a massive blow that sent Starscream spinning. - Call that a strike? - he taunted, righting himself. - I'm disappointed, Shockwave! -

- I call that a beginning, - the cycloptic mech answered, his optic burning like the light of an ancient star as he brought up his other arm. Aeons ago, he'd lost his left hand in combat. Another mech would have had it replaced, or upgraded; Shockwave had opted instead for a dedicated energy cannon. Starscream had seen it tear through Autobot prisoners' torsos, leaving nothing behind but glowing, slag-edged holes. Unleashing his own missiles was pure reflex, an instinctive need to give that thing other, smaller targets. And it worked- Shockwave fired on the incoming attacks, point defense shots swift and precise. Starscream rejoiced, lashing out at his enemy's other side while he was distracted, striking where the joint of arm and body were exposed.

The WHAM! of Shockwave's fist coming up to meet Starscream's midsection might have been silent, but it resounded through every part of his system nonetheless. - I don't need to think to take down missiles in vacuum, - Shockwave pointed out. - Autofire does it for me. Predictable, Starscream. Far too predictable. - His fingers flickered out of the fist, grasped the edge of Starscream's armor; as Starscream wrenched himself free, his feet shot out from under him, smashed away by an almost careless slam from one of Shockwave's feet. - But then, you always were- -

- You know nothing! - Starscream shot back, tucking and rolling away in the planetoid's low gravity. His feet found purchase on a minor outcropping; he pushed off, unfolded, opened fire. - Lurker! Skulker! When did you last take the field? Who'd you fight last? I've seen battles you'll never know! -

- And that's all you know. - Shockwave evaded Starscream's blasts with almost disgusting ease, shifting this or that body part halfway to alt mode rather than bothering to move. - Force, nothing more. -

- I have- aaaugh! - His transmission aborted in a burst of white noise as Shockwave's energy blast lanced through the space where his head had been mere microseconds before. - You missed! Since when do you miss? -

For answer there was only another blast, blindingly bright, and a third- and then Shockwave was there, on top of him, his lone optic filling Starscream's entire field of vision. - Oh, - Shockwave answered as his fingers clamped down on Starscream's neck, - I think I found my target. -

Starscream's servos locked in place across the board. He'd've fought back against any other mech, but Shockwave's cannon-hand was lodged against his midsection in such a way that the slighest twitch from Shockwave would send a pulse of incalculable energy straight through Starscream's spark chamber.

- You have enough sense to choose to live. Good. - Shockwave's head slid back fractionally. - I had begun to wonder. -

It took Starscream several seconds to process that. - You're not going to kill me? -

- No, - Shockwave said simply. He released Starscream's throat and stepped back, though his cannon remained primed to fire. - Insults mean nothing, Starscream. And my plans have no room in them for petty revenge. -

- Your plans, - Starscream repeated. - What did you have in mind? -

- Nothing more and nothing less than what Lord Megatron tasked me with in the beginning, - Shockwave answered. - Even before the war. There is more to this star's third planet than you know. -

- Oh, I can't wait to hear this, - Starscream sent, endeavoring to convey the feel of a skeptical mutter.

If Shockwave noticed, he gave no sign. - Tell me, - he said calmly. - What do you know of the Matrix of Leadership? -

- The what? - Starscream sputtered, staring at the other mech as if he'd grown another head. - Are you insane? That was lost so long ago it's nothing but legend! -

- No, Starscream, - Shockwave returned. - It may have been lost by the Second Prime and Second Lord, but that kind of power cannot be destroyed. I have been searching records and calculating chances since the day Lord Megatron first accepted me into his service and set me to guaranteeing his ultimate victory. It exists. And it is here. There was something almost like the sound of a smile to his signal as he added, - Why do you think the Allspark came to rest where it did? Power calls to power. Each of the Twelve gave a share of their own sparks to light the Matrix, and the last share- -

- Was lit by the Allspark itself, because the Fallen had passed into darkness, - Starscream finished, the words coming slowly out of long-stored memories of ancient myth. - So you think... -

- I don't think. I know, - Shockwave said, his tone alight with a mixture of logic and fanaticism that set Starscream's spark to trembling. - Come now. We must find our people and prepare. We'll return to Earth, of that you can be certain... and when we do, nothing will send us away again but the dissolution of our sparks. -

There were islands on Earth larger than Varuna. Landing was a simple matter of homing in on Shockwave's signal, selecting a suitably flat patch of surface, and letting the local gravity take over; there was no atmosphere to complicate his descent. Starscream maintained flawless form the whole way down, nevertheless. He had a witness, after all, and under no circumstances would he let that witness catch him at anything less than his best. Shockwave might have been built with only a single optic, but that blasted sensor saw everything.

The ruddy-grey dust of the surface crunched beneath his weight as he straightened up, facing the other mech. - Shockwave, - he sent as pleasantly as close-range commlink signals would allow. - Imagine meeting you here, after all this time. -

Shockwave's lone optic flickered in acknowledgment. - The search has been a long one, - he acknowledged. - Both of us have been very busy. -

Starscream wondered if he could get away with a scan of the other, older mech. Shockwave looked as if he'd taken a few steps to modify himself since leaving Cybertron, and it would've set Starscream a fraction more at ease to know for sure what he was dealing with. Then again, this was Shockwave. He'd achieved his position at Megatron's side through planning and intelligence gathering more than direct combat. An active scan would only tip him to Starscream's uncertainy, slag the luck... Starscream only nodded. - All of us have, - he said. - You must have been especially caught up, to arrive so late on the scene. -

- I am neither late nor early, Starscream, - Shockwave replied. - I have come precisely when I intended to arrive. -

The signal's tone was bland, neutral; Starscream felt an instant's flare of anticipation at the reaction he hoped to get. - Oh, really? - he answered, as casually as he could. - You of all mechs planned to arrive after Megatron's death? And here I thought you were his loyalist... -

The gleam of Shockwave's optic narrowed to a single, laser-red point. - Megatron's death, - he repeated, that point locked onto Starscream. - Explain. -

- Of course. - This was almost too good. - Lord Megatron followed the Allspark's trail here thousands of years ago. It seems he expended all of his reserves, and went into stasis lock after entering the third planet's atmosphere in his pursuit. The natives found both Megatron and the Allspark, and took primitive but effective containment measures for both. -

Starscream paused, waiting for further reaction from Shockwave. He got none. The other mech might as well have been an unsparked, unpowered assembly save for that burning optic. - An Autobot scout arrived here some years ago and infiltrated the third planet's population, - he continued, a little disgruntled. - He failed to locate the Allspark himself, only a handful of organics- -

Shockwave held up one hand. - Clarify. Organics? -

- All sentient life of the third planet is organic life, - Starscream answered. - The only technologically capable civilization present is a land-dwelling species called 'humans'. -

- I will require more information on the humans later, - said Shockwave. - Continue. -

Starscream's own optics narrowed briefly at that, but he nodded. - The Autobot scout turned up several humans who had had contact with Megatron and the Allspark, - he said. - When we located him, I set the other Decepticons in the system to following his trail, rather than wasting their efforts elsewhere. We eventually located Megatron's prison and I set him free. -

Shockwave's head canted a few degrees to one side, but beyond that, he made no response at all.

- The Autobots had made contact with the humans, - Starscream continued, - and attempted to flee with the Allspark. We drove them into a population center and I ordered a full-scale attack, destroying a fifth of the Autobot presence on the planet and a considerable portion of the humans' military forces. Megatron had all but destroyed Optimus Prime when the Allspark's energies were unleashed against him. -

Shockwave's head turned, slowly, smoothly, in the direction from which Starscream had come. Just as slowly and smoothly, it turned back. - Our forces' conditions? -

- Decimated, - Shockwave allowed. - I intend to gather the rest of the Decepticons and rally them under my command against the surviving Autobots. -

There was no sound. There had been none, could be none, in the airless void through which Varuna drifted. Nevertheless, there fell a silence deeper than what had been before.

- Under your command, - Shockwave said at last.

- Mine, - Starscream agreed. - I was second-in-command. Megatron is dead- -

- Even in death there is only his command, Starscream. -

The tone shot a thread of foreboding through Starscream's processor, but he ignored it; there was too much at stake to back down now. The words of a fool or a fanatic, he shot back. - Which are you, I wonder? -

- There's only one fool here, - Shockwave answered. - Defend yourself, Aerospace Commander. -

And Shockwave leapt...

Starscream seethed with rage as he slipped past the bounds of Earth's atmosphere, hurtling outwards through the silent dark. This wasn't happening! This couldn't have happened! Megatron, fallen- all right, he hadn't exactly been saddened when that happened, but to see it done at a human's hands? And at such a cost- the Allspark, gone forever; the Decepticons, dead or scattered; the Autobots entrenching on Earth- no, never! He would no sooner put up with that than willingly submit to a lifetime of servitude. Earth's people would pay for this, oh, yes... and as for Optimus Prime...

... well, that would be a little harder. Despite all the sheer fury crackling along his circuits, even Starscream had to quail a little at the thought of bringing him down. That would take planning- and help. He'd lost too many followers already today. Best to get well clear of the range of any Autobot scanners on Earth, then work out how to marshal his forces. He had no doubt there would be scanners pointed to that miserable planet's skies; even a mech gone as soft in the processor towards the natives as Prime and his lot would still be wary.

Starscream thought for a while, riding the solar winds outward. As the crackling hiss of Earth's magnetosphere dropped away from his circuits, he recalled his original journey into this wretched system. There were a handful of minor planets out beyond the orbit of the last gas giant- rockballs, the lot of them, but large enough to cause the odd gravitational disturbance. A quick poll of his long-range sensors turned up one within relatively easy reach. It would do for a base while he ran through his options. He allowed himself an inward smile as he set course for the planetoid the humans called Varuna.

At lightspeed, the trip would've been a matter of hours. Starscream had no particular need to hurry. There were no Autobots in pursuit- no pursuit at all- so he contented himself with speculation about who would be the first to fall once he and his followers returned. He'd replayed his favorite Earth invasion scenario for the fifth time when something impinged on his awareness: a transponder signal. A familiar signal. A Decepticon signal. Coming from- he shifted through his analyzers quickly, altered his position, triangulated- coming from the approximate location of Varuna.

Well. This was going to be interesting.

- Hail received and position noted, - he sent back, matching the other Decepticon's frequency. - I'm approaching your position as we speak. Remain calm. -

There was a momentary pause, a fractional hesitation of signal transit time- Varuna was still a long way off- when the answering signal came in. - I always do, - it said, its tone tranquil and almost amused. - Identify yourself. -

- Aerospace Commander Starscream, - he answered slowly. There was something about the other mech's signals that tripped too many alarm circuits for his liking. - And who am I speaking to? -

- Shockwave. -

- Acknowledged, - Starscream somehow managed, forcing his tone to remain even. - ETA in twenty kliks. Aerospace Commander Starscream out.

He cut all signal contact with the other mech and poured on all the engine power he could muster. The sharp, sudden flare behind him, the hamfisted slam of inertia, were all the release the soundless vacuum of space could offer for his rage. Of all the 'Cons to find, after everything that had happened, the first one had to be him? Megatron's other adjutant, the only competition Starscream had ever had for his position as second in command? There was no way this could end well. He suddenly wished he'd been able to grab a human on his way out of Earth's atmosphere; he could use something to eject into space and fire a few missiles at. . .

It would have to wait. Varuna was growing closer with every passing instant. Starscream would need all his wits about him if he was going to come out ahead.