The Autobots all came out of hiding and started shooting at the Decepticons much to their enemies' shock and surprise as they took cover from the surprise attack.

"The Autobots? Dreadwing!" Megatron growled before shouting to Dreadwing in the ship.

In the Nemesis, Dreadwing answered his master as the Autobots were firing the Cons to make them retreat.

"Yes, master." Dreadwing said as Megatron gave him orders.

"Send out our troops and destroy the Autobots!" Megatron growls as he salutes.

"At once, Lord Megatron." Dreadwing said as Starscream stepped forward.

"Since Megatron needs help, perhaps it's best if-" Starscream was cut off as Dreadwing gave a scoff.

"I'll go. You stay here and do nothing." Dreadwing was about to head out to give his fellow cons help but Megatron stopped him.

"No, Dreadwing. Let Starscream help." Megatron said and Starscream had to sighed mentally but was thankful that Megatron is allowing him to fight.

"Thank you, my lord." Starscream bowed as Megatron looked at Dreadwing for one final order before he hung up.

"But keep an eye on him. At all costs." Megatron ordered.

"Your wish is my command, master." Dreadwing said as Megatron stopped the fall as he and Starscream went to the hangar to join the fight.

Dreadwing and Starscream then leave to command the flyers to have an advantage over their enemies. On the surface of the ship, Dreadwing along with Starscream and a squadron of Decepticon Seekers were all getting ready to attack the Autobots.

"Seekers, transform and destroy the enemy!" Dreadwing shouted as they all ran forward and transformed into their alt modes and took off in the air.

Emily perked up hearing the sounds of jet engines and her heart almost stopped when she saw that the cons had called for reinforcements and they were sitting ducks!

"Uh oh. We've got trouble. Flyers inbound!" The Autobots all looked up and saw that they were all in trouble.

"Get down!" Arcee shouted as she crouched down over Emily to protect her.

The seekers along with Dreadwing and Starscream started to attack the Autobots on the ground below, who can barely hold their ground against their aerial enemies.

"This is not good!" Bulkhead shouted as he had to cover his head from incoming bullets.

Bumblebee beeps in agreement as he ducked as Wheeljack was trying to provide some help for his friends and started shooting at the Decepticon seekers with the Jackhammer's weapon before he used his comm-link to contact the others.

"Hey, guys, how about you handle the troops down there while I go play with the others?" They all looked at each other and nodded as Optimus gave them the signal.

"Autobots, advance now!" Optimus ordered as they all ran from their hiding spot.

The Autobots all started fighting the Decepticons while Wheeljack kept the ones in the skies occupied. Megatron and Optimus were both standing on opposite sides of each other with their optics narrowed. One side is fighting to conquer. The other side is fighting for peace and to protect.

"Megatron." Optimus growled as Megatron sneered.

"Optimus." Megatron sneered back as they both rushed towards each other.

Optimus rushed towards Megatron while activating his sword as Megatron did the same as Optimus let out a battle cry but Megatron stopped him with his own blade as they both glared at each other.

"You can't stop me, Optimus Prime. For today you stand in the very grounds of the very thing that flows through my veins." Megatron sneered evilly with a grin as Optimus gritted his dentals as he pushed back against the one who he considered a brother before.

"As long as I live, Megatron, I won't let you use Dark Energon for your evil purposes." Optimus narrowed his optics more as Megatron chuckled evilly.

"A situation that I will soon remedy. By killing you." Megatron pushed back before they were forced to back away from each other before rushing in again.

While Optimus and Megatron were starting to fight each other, Bulkhead and Bumblebee were shooting some Vehicons when suddenly Breakdown shot one of his missiles straight at them. But luckily Bee and Bulkhead weren't hit too badly. Knock Out and Breakdown then started rushing towards them as the two prepared themselves.

"You take care of Knock Out while I take care of Breakdown." Bulkhead told Bumblebee who nodded as the wrecker Autobot switched his servos for his maces.

Bumblebee and Bulkhead then start advancing and take down a few cons in their way. Knock Out And Bumblebee started fighting while Bulkhead was taking down Breakdown.

With the girls, Arcee is shooting down some cons to try and advance on them but they were both getting cornered as Emily was staying behind Arcee but she was getting worried.

"We better move fast or else we're done for." Emily yelped when a laser shot almost hit her arm and Arcee shot the con who tried to hit Emily.

"I'm trying!" Arcee told her as she narrowed in concentration.

Arcee keeps shooting but she isn't able to hit her targets and the Cons were getting closer to them and they were getting a little nervous.

"Keep shooting, Arcee!" Emily yelled as fear was in her voice.

"What do you think I'm doing?!" Arcee retorted back as she gritted her dentals.

Arcee keeps on shooting when she suddenly gets hit on her abdomen and causes her to fall down in pain.

"Arcee!"

Emily was starting to get stressed out by their situation as she then ran to the cons with fire in her optic-eye as she decided to use one of the swords that was gifted to her and used it to repel the Decepticons. She was able to kill three cons when suddenly one of them grabbed her as she let out a yelp. She couldn't get free no matter how she struggled when out of nowhere, her arms turned into plasma cannons much to her surprise and shock.

"Whoa! Are these cannons?!" She explained in shock as they started to charge up before she accidentally shot and destroyed the servo of the one that was holding her as the cons looked at her in shock as she landed on her feet and looked at the plasma cannons in awe.

"Whoa ho ho. I'm starting to like these things." She started to grin as she started to charge up as she looked at the cons.

The Decepticons all start aiming their weapons at her but Emily starts using her new guns to shoot them down before they have a chance to fire. After 3 easy shots, the cons that were aiming at her were down for the count as she blew the smoke from the opening from her right cannon as she smiled.

"I'm really good at this stuff." She chuckled softly before she ran over to Arcee to see if she was okay.

"You okay, Arcee?" Emily kneeled down beside her as Arcee smiled proudly at her since she watched Emily shoot the cons down easily.

"I'm okay. It's just a scratch." Arcee hissed from the pain but was able to smile at her as she smiled back before the voice of Airachnid made them both tensed up.

"A scratch huh? I'll be sure to make you suffer." Airachnid chuckled as Arcee stood up and glared at her.

"Bring it, Airachnid." Arcee glared heatedly at her as Emily stood beside the Autobot femme.

"You don't scare us." Emily added as Airachnid just chuckled as she looked at Arcee knowing that this place was where she lost her partner.

"Hahahahaha. Sorry if I'm not scary enough for you. Tell me, Arcee, how does it feel to be back at the place where you lost your partner once again? Must be hurtful." Airachnid taunted as it seemed to hit a wire in Arcee.

Arcee started to get angry at what Airachnid said before she started rushing toward her to attack her with a battle cry and blades as Emily tried to stop her.

"Arcee, no!" Emily yelled as she ran after her. That was the last straw. Emily would make sure that Airachnid would eat her words.

"Come and get it." Airachnid hissed as she rushed to Arcee.

Both Arcee and Airachnid started fighting each other while Emily was helping Arcee out in shooting her cannons at Airachnid but she kept dodging. But it seems that Airachnid has the upper hand as she and Arcee were both at a standstill.

"Whoa... looks like today you're fighting at your full strength. You're making this too easy for me. What's wrong? Thinking about Cliffjumper makes it hard for you to focus?" That seemed to hit Arcee hard as she narrowed her optics at Airachnid with hatred. No one. And she means NO ONE disrespects her former partner!

Arcee then starts attacking Airachnid with all her anger and anger and Airachnid was able to see an opening and hit Arcee really hard on her abdomen. Hard enough to make her bleed Energon and caused her to stagger back as she grasped her abdomen in pain. She winced as she fell down on her knee as she glared heatedly at Airachnid who was standing above her with a glint in her optics.

"Now it's time for you to join your partner in the Allspark. Say hello to Cliffjumper for me." Airachnid said and was about to finish Arcee off but Emily hit Airachnid with one shot as she glared at her heatedly. She saw what Airachnid did and it made her blood boil.

"Not today, eight legged freak." She hissed angrily as she glared at the spider con.

"Why kill your enemy? When you can make her suffer." Airachnid turned to her and hissed at her as Emily got into a battle stance.

"Whenever you're ready." She narrowed her optic-eye as Airachnid did the same to her optics.

Airachnid then rushed toward Emily to attack as Emily was using both of her plasma cannons to try and repel Airachnid. Since she can't seem to approach her, Airachnid starts using her web fluid to try and trap Emily who successfully dodges every shot that was being sent at her and this made Airachnid annoyed.

"Hold still!" Airachnid exclaimed as she tried to trap Emily but she kept on avoiding Airachnid's shots as she grinned.

"Hard to stop what you can't catch huh?" Emily taunted as it irked Airachnid.

Airachnid was starting to get really angry and kept shooting her web fluid and she successfully trapped one of Emily's feet and then she trapped the other one as Emily struggled to get her feet off as Airachnid approached.

"Try to get out of this one." Airachnid chuckled as Emily had an idea as she glared at Airachnid.

"With pleasure. I just hope it works." Emily muttered the last parts as she closed her eyes and pointed her cannons on the ground.

Emily then starts charging her cannons up with full power and shoots the web, trapping her feet with a charged plasma shot and creating a massive smoke. When the smoke cleared out, Airachnid saw that Emily was nowhere to be found which surprised and confused her.

"What... Where did you go?" She hissed and looked around before Emily's voice was heard from above her.

"Up here!" Airachnid looked up and sure enough Emily was above her as the human aimed her cannons at her as they started to charge up.

Emily starts shooting from the skies. When the smoke appeared thanks to her plan, she was able to get free and jumped in the air to have an advantage against Airachnid. If Airachnid fights on the ground, she won't be able to fight someone that's airborne.

"No... no..." Airachnid backs away in shock as she dodges the plasma shot Emily sent her.

Airachnid then started drilling on the to escape by creating a hole and got away. Emily landed back on the ground without any trouble but sadly Airachnid was able to escape as her arm cannons switched back to her hands before turning to where Arcee was.

"Arcee." Emily said her name in a whisper as she ran to her.

"Arcee? Wake up. Say something, anything." Emily was feeling her heart stop when she noticed the shallow breathing of Arcee and her optics were close.

Arcee didn't open her optics but she was able to say something as she opened her optics weakly.

"Nice move." She said weakly since she saw the fight before she passed out.

"You're okay." Emily sighed softly in relief.

"I'm good... gah!" Arcee hissed as she exclaimed in pain.

Arcee tried to get up but her wound hurt so much that it made it hard for her to stand up as she slump against the wall.

"Stay here. I'm going to find Ratchet." Emily said as she stood up to find the medic but Arcee stopped her as she stood up slowly while leaning against the wall for support but winced.

"Don't worry about me... I can move... ah!" Arcee let out a pained yell as she fell down on her knee.

Arcee tried to walk but she lost too much Energon and this worried Emily as she controlled the panic in her.

"You can't walk. You can barely stand up. Stay here, I'll be right back." Arcee couldn't argue with her so she nodded and leaned against the wall to minimize the leaking Energon from her wound.

Emily started running to try and find Ratchet but Arcee call he before she got too far

"Emily, wait." Arcee called her as she stopped and looked to her to see what she had to say. Arcee just smiled at her thankfully.

"Thanks for saving me, partner." Emily smiled back and nodded.

"You're welcome." Arcee nodded back as she rested against the wall to save her strength as Emily started to run to the battlefield to find Ratchet while destroying some cons that tried to block her way. She hoped Arcee would be okay or else she wouldn't forgive herself.

Meanwhile in the airborne battle, Wheeljack was still keeping the Seekers occupied to give his friends enough time to defeat the ground cons.

"This is too easy." Wheeljack said to himself as he shot down two seekers at the same time

Starscream and Dreadwing came up behind him and started shooting the Jackhammer as he saw them.

"Well what do you know? Starscream and Dreadwing. Let's see who's the best flyer around here." Wheeljack grinned before he started to fly around to avoid getting hit.

Dreadwing and Starscream then start shooting at Wheeljack, who's able to avoid their shots.

"So far you've managed to avoid our shots. Let's see how well you go with this." Starscream said to himself before he launched missiles towards him.

Wheeljack noticed this and gritted his dentas. It was getting challenging.

"Missiles. Hmm. The least they could do is give me a challenge." Wheeljack said as he started to fly the Jackhammer to avoid getting hit.

Wheeljack starts flying around to get rid of the missiles that were hot on his tail before he sees that there's three Seekers coming straight to him from the front.

"Come to papa." He muttered as he was waiting for the right moment.

The seekers were getting closer to Wheeljack as well as the missiles. When they're about to collide, he pulled a hard up on his piloting and the missiles hit the seekers instead and caused an explosion that created a big smoke.

"What a fool you are, Starscream. Allow me to show you how it's done." Wheeljack said as he locked on Starscream but Dreadwing shot another set of missiles that headed straight for him.

"Seriously? This is getting boring." Wheeljack gritted his dentals before he started to pilot the Jackhammer to avoid the incoming missiles.

Wheeljack flies around to try and avoid Dreadwing's missiles but they hit the Jackhammer and cause him to grunt upon the sudden impact.

"Me and my big mouth." He scolded himself as alarms wet off on his ship.

Wheeljack is about to crash to a wall in front of him. To avoid not getting blown to bits by this, he got out the Jackhammer while it's in the air as he climbed on the roof.

"It's a long way down." Wheeljack said as he noticed the ground below.

Dreadwing then sees that Wheeljack was trying to get off his ship and makes a u-turn and heads straight for him.

"You're not getting out of this one, Autobot." Dreadwing growled as he took his guns and started to shoot at Wheeljack who noticed him and grins.

"That's my ride." Wheeljack waited before grabbing on Dreadwing as he got off the Jackhammer which exploded upon hitting the wall.

Wheeljack climbs the top of the Decepticon seeker and starts getting on Dreadwing who starts to try and get him off.

"Let's go for a ride!" Wheeljack exclaimed as he held on tight.

"Get off me, Autobot!" Dreadwing growled as he started spinning to rid himself of Wheeljack who wasn't gonna let go.

"Is that all you got, Dreadwing? Even Starscream flies better than you." Wheeljack taunted as this angered Dreadwing.

"Do not compare me to that pitiful fool!" Dreadwing continued to try and get him off him but Wheeljack noticed the wall near them and had an idea.

"Well here's my stop." Wheeljack said before he stood up on Dreadwing.

Wheeljack then jumps off Dreadwing and starts falling towards the wall. To make a better land, he used the mountain wall to slide as he was coming in hot to where Bulkhead and Bumblebee are against Knock Out and Breakdown.

Meanwhile Bulkhead and Breakdown were still fighting each other as Bumblebee was taking care of Knock Out. Bee had the upper hand but that's when Knock Out turned the tables on him and he was now about to finish with Bumblebee off.

"Farewell, Bumblebee." Knock Out said as Bumblebee tried to stop him but it seemed like the favor was about to get even as Wheeljack landed in front of Knock Out and gave him a swift punch and caused the red Decepticon medic to stagger back from the surprise.

"Mind if I cut in?" Wheeljack said as he went into battle stance against Knockout.

"Wheeljack. How about we arrange your finish?" Knock Out asked as he got ready for the other wrecker.

"No thanks." Wheeljack declined as he took out his two swords and activated his battle mask like Optimus.

"I'm good." He told him as Knock Out rushed towards Wheeljack.

They both started fighting as Breakdown and Bulkhead were fighting real hard. Both Autobot went back to back with both cons coming straight to them as the two wreckers had a plan in mind.

"Ready, Jackie?" Bulkhead glanced at the two cons then to Wheeljack.

"Ready when you are, Bulk." Wheeljack nodded.

Both Bots wait for the cons to get close to them and just when they are about to get hit, they get out the way quickly causing both Breakdown and Knock Out accidentally hit each other real hard and send them both to the ground. After that, Wheeljack helped Bumblebee get up to his pede.

"Looks like you need some back up." Wheeljack patted his back as Bumblebee beeped his thanks to Wheeljack who smiled at him.

"You're welcome." Wheeljack said as Bulkhead approached the two.

"I thought you were gonna keep the flyers occupied." Bulkhead told him as Wheeljack rubbed the back of his head.

"Yeah, well,... the Jackhammer got hit pretty hard so I had to improvise." He told him as Bulkhead laughed at him. That was the Wheeljack that he knows.

"Same old Jackie." Bulkhead smiled as Wheeljack grinned back before a voice called out to Bulkhead.

"Uncle Bulk! Uncle Bulk!" This caused Bumblebee and Wheeljack to stop their laughter as Bulkhead laughed nervously.

"Uncle Bulk?" Wheeljack lets out a small snicker as Bulkhead rolls his optics at him. The only person that calls him that was Emily who he sees as a niece.

"Long story." Bulkhead made a motion that he would tell him what happened later as he saw that Emily was approaching them.

Emily finally saw Bulkhead and started to run fast but passed across Cliffjumper's burned corpse just then she suddenly heard a voice she'd never heard before. It was faint and weak but it was still there and.

"Help me.... help me...."

Emily stops after hearing the voice and asks herself who or what that voice was as she looked around but didn't see anyone else other than the cons and bots fighting.

"What? Oh forget it. Uncle Bulk!" She called for the wrecker as Bulkhead went over to see Emily along with Wheeljack and Bumblebee. She panted heavily as she looked up to them.

"What's wrong, Emily?" Bulkhead asked in concern as she caught her breath and told them what was happening.

"Arcee got hurt. She needs help. Where's Ratchet?" She looked up to him for help as he could see that she was trying not to panic.

"He's out there helping Optimus." Bulkhead pointed to where the two were as Emily nodded.

"We gotta talk to him or else Arcee won't make it out." She told them urgently as Bulkhead nodded.

"Well let's go find him. Bee, go find Arcee and try to keep her safe." Bulkhead turned and told Bumblebee what he needed to do as he beeped and nodded before he transformed to get to Arcee before the Decepticons did.

Wheeljack eyed Emily closely in confusion before turning to Bulkhead.

"Don't tell me you have a new partner?" He asked him but Bulkhead shook his head.

"No. This is our newest human addition. Emily. Emily, this is Wheeljack." Bulkhead introduced them as Emily nodded to Wheeljack.

"Nice to meet you, kid." Wheeljack nodded back before turning serious.

"Me too. I hate to do this but time is running out. We have to find Ratchet." She told him as she really needs to find Ratchet before Arcee loses too many Energon.

"Right, let's go." Bulkhead nodded as Wheeljack nodded back as well.

"Talk about a way to break out the reunion." Wheeljack said before they both ran to find Ratchet.

Bulkhead, Wheeljack and Emily all start running to try and find Ratchet so they could help Arcee. On the way, they took down some cons before Wheeljack saw how Emily was able to fight the Decepticons like a Cybertronian much to his shock and surprise as he turned to Bulkhead.

"Whoa! How does she do that?!" He has never seen someone fight like another Cybertronian let alone a human girl as Bulkhead gave him a side glance.

"Long story too. Keep shooting!" Bulkhead knew that he had to explain to Wheeljack what Emily is and who she is later as all three of them kept on shooting their way to reach Ratchet.

Meanwhile Optimus and Megatron were both still fighting. Optimus is able to hold him back but the Dark Energon coming from below the mountain is making Megatron stronger and it is getting difficult.

"Yes, I can feel the Dark Energon around us. It's making me stronger." Megatron said as he started to push back against Optimus who struggled to push back against him.

"It's gonna take more than Dark Energon to defeat me, Megatron." Optimus retorted but it was true. The longer Megatron is exposed to Dark Energon, the stronger he gets.

"Is that so?" Megatron sneered evilly and pushed back against him even harder.

Optimus can't hold off Megatron by using his blade and Megatron is pushing against him hard. So hard that Optimus was pushed away as Megatron seized this chance to attack him with all his strength.

"Optimus!" Ratchet exclaimed worriedly when he saw that.

Ratchet then rushes in to help Optimus but Megatron pushes him away. Ratchet gets up after getting hit real hard before he hears Emily calling for him as he sees her with Bulkhead and Wheeljack approaching.

"Ratchet, we need help." Emily told him as he stood back up.

"Are you kidding? Right now Optimus is the one who needs help." Ratchet pointed to the battle with Megatron and Optimus as Emily got worried for Optimus but she knows Optimus can handle it but Arcee is the one that needs help.

"Yeah and so does Arcee. If you don't hurry, she'll die losing her Energon." Ratchet felt his Spark stop at this. Emily sounded scared and he could see it. Ratchet thinks of a plan before making a decision as he looks at the three.

"Very well. I'll go help her. Emily, you'll come with me and take me to where Arcee is. Bulkhead and Wheeljack, you two must help Optimus." Ratchet told them before he transformed into his alt mode.

"Hop in." Ratchet told Emily as he opened the door. Emily got inside Ratchet as he slid the seat belt across her torso and they both drove to help Arcee and hoped that they made it on time.

"Let's go, Bulk. Time to take down the big head." Wheeljack said before he took out his swords and rushed as Bulkhead tried to stop him.

"Wheeljack!" Bulkhead called out as he followed quickly.

Wheeljack took down some cons on the way. When the path was free, he rushed in for an attack straight towards Megatron.

"You're going down, Megatron!" Wheeljack said as he jumped up in the air as Optimus saw this and tried to stop him.

"Wheeljack, stand back!" Optimus warned him but he didn't listen.

Wheeljack didn't listen to what Optimus said and tried to attack but Megatron pushed him back with the shot of his cannon but luckily Wheeljack didn't receive too much damage. After that shot, Optimus got up and started attacking Megatron again who fought back. Wheeljack slowly got up but suddenly someone attacked him from the air. It was Starscream who was coming at full speed towards him. He transformed back into his robot form as he dropped down from the sky and prepared himself for combat as Wheeljack went into a battle stance.

"This is the last time you will make a fool out of me." Starscream got into a fighting stance as Wheeljack smirked at him.

"Hate to break it to you, Screamy but you're the one who is making a fool out of himself. I'm just doing my best to help you." Wheeljack said as he took out both of his swords as he pointed one towards the seeker.

"Let's do this." Both Wheeljack and Starscream let out a battle cry as they both rushed towards each other and started to fight each other. When Starscream wasn't looking, Bulkhead attacked him from the rear with his hammer and caused Starscream to hissed in pain as he and Megatron were against two wreckers and a prime.

Meanwhile, Ratchet and Emily are going at full speed to try and reach Arcee on time as Emily was holding on tight to the seat belt.

"Hurry, Ratchet. Arcee doesn't have much time." Emily told him as she was getting worried and scared of losing Arcee.

"Hold on tight." Ratchet told her and she did so as he started to go even faster to reach their friend but Decepticons seekers started shooting at him from the skies which Emily took notice from the side view mirror.

"Look out. Cons are shooting at us." Emily warned as Ratchet moved his side view mirror and saw them.

"I can see that." Ratchet started to try and avoid the seekers as Dreadwing was leading them as they started to shoot at the two.

"Keep firing! Show them no mercy!" Dreadwing ordered them as he started to shoot them as well with the other seekers.

"We're almost there!" Ratchet saw Bumblebee and Arcee not too far and started to speed up.

"I'm not sure we're gonna make it." Emily muttered herself before she noticed something to their side.

It was some sort of rocky ramp that leads straight to where Arcee and Bumblebee are and she had an idea on how to get to them quickly.

"Ratchet, I've got an idea. Drive to that ramp." Emily pointed and if Ratchet was in robot form, he would be giving her a look.

"What are you? Crazy? If we do that, we're gonna get hit or something worse." Ratchet argued but Emily patted his seat to tell him not to worry and to trust her.

"Don't worry I've got a plan. When I tell you to transform, you do it." Emily got ready as Ratchet trusted her.

"Very well then." Ratchet made a sharp u-turn as he started to drive towards the rocky ramp while the Decepticons kept on shooting at them.

"Wait... wait." Emily narrowed her optic-eye as the ramp got closer and closer.

Ratchet drove above it and did the jump at full speed and that was Emily needed as she gave the signal.

"Now!" Emily exclaimed as she took off her seat belt before switching her hands into her plasma cannons.

Ratchet transformed back quickly into his robot form and Emily turned around preparing her plasma cannons at full power as she pointed them towards Dreadwing and the seekers.

"What?" Dreadwing was in shock as Emily sent him a grin before launching her attack.

Emily then shoots two fully charged shots at Dreadwing along with the other two seekers who received a big hit as Dreadwing landed on the ground with a yell of pain and forcing him to transform back.

Ratchet lands perfectly down in front of Arcee and Bumblebee and so does Emily, who was still aiming her plasma cannons at a damaged Dreadwing who glared at her.

"Curse you, human pest." Dreadwing growled before he flew off back in the Nemesis as she relaxed before going to the three Autobots.

"Keep flying, wingy." She taunted him as Bumblebee beeped in relief since Ratchet was now there as he started to treat Arcee's injuries.