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"What's this base for, anyway?" Arcee said, keeping one of her huge shotguns jammed against the back of the human-size Decepticon's head.

"Stockpiling resources and weapons, upgrading some of the Vehicons, studying human wetware. Stuff like that. And the name's Burcham, by the way; Howard Burcham."

Jack glared at him. You did more than just "study" my brain, you son of a bitch.

"Kind of an odd name for a Decepticon," Arcee said.

"It's my cover identity."

"Eh, whatever." She shrugged. "So, stockpiling, research, whatever else--you can't do all that on the Nemesis?"

"Sure, we could, but Starscream wanted to keep this little operation to himself."

Arcee raised a brow. "So, he's hiding stuff away here in case Megatron reactivates."

"Among other things, I suppose," the 'Con muttered.

"You okay, Jack?" his mom whispered again as everyone turned another corner and crept down another corridor.

His head ached, throbbing with every beat of his heart, and his nasal passages felt like someone had drilled them out and filled them with lava. And if he turned his head too quickly, everything spun around him.

"I'm feeling better," he muttered, and tried to give her a reassuring smile. He faced forward again and kept his eyes on Arcee. He smiled again--a real one, this time. Merely seeing Arcee when he opened his eyes had done him a world of good.

"You sure?"

"Yeah." He glanced at his mom. "How about you? How're you holding up?"

"Not...great." She crossed her arms tightly over her chest and shivered.

"We'll be home in no time." He smiled at her again and returned his gaze to Arcee and "Burcham."

"How'd you build this base so close to Groom Lake without anyone noticing?" Arcee said after peeking around the next corner to be sure no one was there.

"Nanotechnology. Dirt, rock, and sand were converted into everything you see here--floors, walls, ceilings, consoles, everything else except some equipment we brought in later." Burcham smiled.

"Pretty proud of that, are you?"

"Well, I'm an engineer, so that sort of thing is what I do. And I have to admit, I'd rather spend my time building things than destroying them." He caught Jack glaring at him. "I'm sorry for what they did to you, kid. For what it's worth, I wasn't involved in that."

"That's not worth a whole lot right now," Jack said through clenched teeth. "If you weren't in on it, then what were you doing there?"

"Repairs. I'd just finished working on one of the Vehicons who came back from Groom Lake. I was packing up my tools when the shit hit the fan."

"Uh-huh. Sure."

Arcee reached over to touch his shoulder. When he looked up at her, she gave him a reassuring smile before continuing her Q&A session. "And why here? What made Starscream pick this location?"

"Under the base is an energon deposit--one of the biggest I've ever seen on this world. It's shielded against sensor scans; Starscream wanted to keep Megatron from finding it as much as he wanted to keep the Autobots out."

Hmm. Jack tried not to get his hopes up. If these guys and Megatron loyalists start fighting it out, they'll be too busy to pester us for a while. And when one side wins, the survivors should be too weakened to be much of a threat.

On the other hand, having already seen what these 'Cons did at Groom Lake, it might not be a good idea to let them keep this base.

Arcee glanced down at Jack and mouthed the words, "Arachnid's ship."

He knew what she meant instantly. If that much energon was stored underground, cooking it off would blast the ungodly hell out of this base. He nodded to let her know that he was on the same wavelength.

She winked at him before turning back to Burcham. "So, Starscream is building his own private army, eh? I noticed on the way in that the Vehicons have upgraded armor; have they been given any other new toys to play with?"

"Improved weapons and cyberwarfare suites, among other things. They'll have a lot less trouble hitting you than they did before, since you won't have as much luck throwing off their targeting systems. You, on the other hand, will have an even harder time keeping them in your sights." He shrugged. "At least, until you update your own combat software. Assuming you get out of here alive, that is."

"Jam my targeting systems as much as you want, I still can't miss at this range." Arcee tapped the back of his head with her shotgun to remind him of its presence. "Our chances of seeing tomorrow will be much better than yours if you shoot your mouth off again."

"Actually, I'll have to disagree with you, there." He pointed at the next door less than a second before it slid aside and revealed another humanoid Decepticon.

The new arrival glanced at each of their faces and grinned when he landed on Ashanti's. "Well, small world, isn't it--sweetheart?"

What? Jack looked at Ashanti and almost recoiled at the look of intense fury on her face. Uh-oh.

"You can see why she kept me so busy," the second 'Con said to Burcham. "Look at the set of arms on her. She pretty much had her way with me every night." He grinned. "I gotta tell ya, she's a real screamer."

"You're already in enough trouble," Arcee said, shaking her head. "I'd shut my cake-masher if I were you."

He deployed his arm guns. "Oh, I don't think so."

Ashanti snapped her huge rifle up and leveled it at the mouthy 'Con.

He stared at her for a second, then chuckled. "Human weapons are so loud. If you shoot me, someone will hear it. Probably many someones."

"You killed her husband." Arcee shook her head again. "I think she's beyond caring about a little noise at this point."

Jack's jaw dropped. Oh, crap...

The 'Con chuckled again. Then he shifted into his alt-mode--a young, red-haired man with a ponytail, a white lab coat, and a brilliant smile. "Come on, honey, you couldn't shoot--"

Ashanti lunged at him, jammed the barrel of her gun into his mouth, and backed him up against the wall. His optics looked ready to pop out of their sockets.

She pulled the trigger and Jack nearly jumped out of his skin at the sharp bang that reverberated through the corridors. The back of the 'Con's head exploded and shrapnel and a splatter of energon hit the wall. He slid down the wall, hit the floor, and slumped over.

Burcham stared at the body and backed away. "Sh...shit!"

Arcee prodded him with her shotgun and he froze.

Ashanti caught Jack's wide-eyed stare and muttered, "Just settling a score. Let's keep moving."

"Someone had to have heard that," Burcham stammered. "You'll have Starscream's Vehicons swarming all over you any minute."

"Then I'll kill them, too." Ashanti took point.

Burcham glanced around at Arcee, Ashanti, and the rest of their team. "Damn. You guys are cold."

Arcee nudged him with her gun. "Okay, first you're gonna take us to your armory. Then you're gonna take us to the command center--and you're not gonna give us any trouble, are you?"

#

The armory was a quick stop. Arcee skimmed her optics over the replacement arm cannons and blades on the shelves until she found several stacks of cylindrical devices about the size of a human forearm. She grinned at the sight of them and handed them out to the team.

"So, what're these?" Jack said. "Some sort of pipe bombs?"

"Something like that," their captive Decepticon muttered. "Similar to your C-4, but enhanced with a small amount of energon to give them a much bigger punch. Just one of these would take out most of a city block."

Oh, holy hell. Jack's jaw dropped as he counted the number of charges Arcee had grabbed. "You sure you've got enough of those, Arcee?"

"Overkill is my favorite kind of kill." She smirked again and handed him a pair of charges. She nudged Burcham with her shotgun. "Now, on to the command center."

"What you're planning is pretty obvious." His glowing red optics locked on her, but his expression seemed more resigned than angry or hostile.

"Don't try to stop us, and don't take the time to warn anyone once we plant these. If you do, you'll just die." Once everyone was carrying as many of the charges as they could hold, Arcee armed the rest of them and picked up a detonator. "Get moving. You won't want to be anywhere near this level when I set these off."

"What about the civilians?" Jensen said, nodding at Jack and his mom. "One or two of us should escort them out of--"

"I'm not going anywhere," Jack said.

"Neither am I." His mom crossed her arms over her chest and scowled. "It's only a matter of time before Jack gets wounded again, and since I'm a nurse, he'll need me."

"Gee, thanks for the vote of confidence, Mom."

"Any time, kiddo."

Arcee crouched in front of him and leaned over to look into his eyes. "Are you sure, Jack? I'd really rather you get out of here as fast as you can."

"Even if all these guys escorted us out, the moment we run into any Decepticons, we're dead. And I'm not leaving you to go it alone."

"We can get them out of here, ma'am." Jensen stepped up behind Jack. "If we have to, we'll--"

His mom pushed between them. "You'll what?"

Jack's eyes widened. "Uh, easy there, Mom."

Arcee sighed. "He has a point about being vulnerable without me to fight off the 'Cons. And since I can't leave until I blow this base off the map..."

June nodded, braced herself visibly, and motioned at the door. "Alright. Let's get it over with, then."

#

"Quite a setup," Jack whispered as they crouched around the corner of the final corridor leading to the base's operations center. From what he could see through the doorway, the huge chamber was lined with control panels and enormous monitors on the walls, and crewed by Starscream, Knockout, Breakdown, and several Vehicons--and probably a couple dozen more who were out of sight.

"Yeah," Arcee whispered back, crouching behind him and peeking around the corner. "All we need to do is find the control panel for the reactor."

"It's at the far end," their captive said, also keeping his voice low. "To the left of the main console where Starscream is standing. You can set the reactor to overload from there, and when it blows, it'll ignite all the energon beneath us."

Jack raised an eyebrow. "So, now you're helping us?"

"I don't want to die. And...well, what they did to you...they crossed the line." The 'Con held his gaze for a moment, then shook his head slowly, suddenly looking as weary as anyone Jack had ever seen. "This isn't the first time I've had...issues with the things we've done, but...I don't know, maybe it's time to walk away from the whole damned thing."

Jack and Arcee watched him for a moment and exchanged a look.

"If you blow this place up," June said to Arcee, "just how big will the explosion be?"

"Big enough to vaporize the whole base and everything near it," Burcham said.

"Seems like putting your base this close to that energon stuff was kind of a bad idea, then."

"Given the method of construction, it's not like we put a lot of time or effort into it, and setting it up at a safe distance would've put it too far away to be practical. As long as Starscream, Knockout, and Breakdown can escape if the worst happens, that's all they give a damn about."

Arcee nodded and glanced at their captive. "If you start running now, you might reach the minimum safe distance before the reactor blows. And remember, if you stop to warn anyone, you reduce your chances of surviving the next few minutes."

"Don't worry about that, consider me gone." He turned and strode back the way they'd come, stepping carefully to prevent his feet from clanking on the floor and alerting anyone nearby.

"Time to kick things off." Arcee held up the detonator and pushed the button, blowing the charges she'd left in the armory. The explosion sent a shockwave through the walls and floor, and Starscream staggered and grabbed the main console. He looked around frantically.

"What was that?" Knockout said from somewhere off to the left.

Starscream turned to scowl at a nearby Vehicon. "That is exactly what I want to know."

"It must be the Autobots," the Vehicon said. "They drew our forces away and destroyed them, then they found their way inside the base."

"How could they have wiped out everyone I sent after them?" Starscream bellowed. "After all the upgrades I gave them--the improved weapons, the extra armor?"

"The Autobots appear to be using some sort of improvised weaponry that is impervious to our jamming. And, well..." The Vehicon looked away. "Some of us...retreated."

"They what?" Starscream lunged forward and the 'Con flinched. "I didn't upgrade them just so they could run away!" He backhanded the Vehicon and sent him stumbling out of sight.

"Uh-oh," Arcee muttered with a grin. "Someone's cheese is sliding off his cracker."

The Decepticon leader screeched, "Get back out there and finish them off!"

Arcee released a barely audible chuckle. "I love how his voice goes all high-pitched when he's agitated."

"I'm on it," Knockout said, smiling slightly. "It'll give me a chance to try out some of the new toys I've put together." He turned and headed for the doorway.

"Okay, here we go," Arcee said, tapping buttons on her detonator and linking it to the bombs everyone held. "I'll keep them busy while you guys plant those charges. As soon as they're set, run like hell. I'll cover you until we get topside."

Everyone nodded. Jack touched the back of Arcee's hand and smiled. If things went wrong in the next few minutes, not only could he lose her, he might actually see her die--but he tried to block that thought out and keep any trace of it off his face. He and Arcee both needed to face what was coming with clear heads.

"Go kick some ass, babe," he said.

She nodded and smiled back. "Let's blow some shit up." She patted his hand, stood, and walked straight into the control room. "Hey, Knockout!"

He stopped in his tracks and stared at her with his mouth hanging open.

She smirked. "How's the door?"

He continued staring, shook his head and blinked, as if he couldn't believe his optics.

Starscream stared at her for a half-second longer before shaking himself out of it. He lunged at the main console and shrieked at the Vehicons. "Why are you just standing there? Go after her!"

Jack glanced at the console. He's gonna seal the room!

Ashanti nodded toward the doorway, clearly thinking the same thing, and charged through it. Her team followed and Jack brought up the rear, keeping his widening eyes on Arcee.

A Vehicon lunged at her from the right. She extended her arm blade and backhanded him, carving a groove across his chest armor. The blow knocked him off balance, and Arcee landed a mule-kick that sent him reeling into another 'Con directly behind him.

She sprinted into the middle of the chamber. All the 'Cons kept their attention on her. Jack smiled slightly, grimly, and darted off to the left, over to the wall, well out of everyone's way.

Ashanti rushed past him, anti-tank rifle in her right hand and one of the charges in her left.

Her team fanned out across the control room. Jensen heading to the right and crouching behind the nearest of the dozen support pillars holding the ceiling up. Deedee passing him and taking cover behind another pillar. Chang, Dawson, and Case dashing along the walls to take up positions on the far end of the room.

Arcee yanked her other shotgun off her back and aimed both at two nearby Vehicons. Before they could move, she blasted a round into each of their chests. They staggered back, scraping their hands over the incendiary that had burned into their armor--then the explosives in the bullets detonated. A hole about the size of a human head erupted out of each chest plate, but somehow they managed to stay on their feet.

Arcee lunged at the nearer 'Con, placed her shotguns on his shoulders, and used them to rack the pumps. She jammed one of the shotguns inside the hole in his chest, angled it toward his spark chamber, and smirked at him as she pulled the trigger. He fell to his knees and she ducked behind him, propping the body upright with her shoulder and using it as a shield while they hosed her down with their blasters.

She pointed her other shotgun at the second Vehicon and fired a round through the hole in his chest. She held both guns against her shield's sides, pumped a fresh round into each, and jumped behind one of the pillars, letting the corpse topple over.

The second Vehicon fell--straight toward Jack. His heart almost punched out of his chest and he bolted without looking where he was going--anywhere was better than directly under the dead 'Con. The body crashed to the floor more than ten feet away, but even that was too damned close.

When he regained his senses, he found himself in the center of the room--right in the middle of the battle.

Oh, crap!

In the corner of his eye, Arcee popped out from behind her pillar and whacked another Vehicon with a double shotgun blast to the face, then dodged back behind the pillar.

Jack looked around frantically, gasping for breath as his heart pounded, trying to find an escape route that wouldn't take him into the path of enormous, stomping robot feet. What the hell am I doing here? His mind flashed back to that terrifying day aboard the Nemesis, not long after he'd first met the Autobots, with towering robots nearly crushing him, Raf, and Miko underfoot and explosions going off all around them. What the hell was I thinking?

Arcee reappeared, grinning and aiming at Starscream. He threw himself to the side just as she pulled the trigger, and the round blew out one of the monitors behind him.

She unloaded with her other shotgun, ripping out another Vehicon's right knee. She used the pillar to pump the shotguns--and they merely clicked.

Empty.

No... Jack took a step toward her, reaching out--

A hand grabbed his left arm and yanked him in the opposite direction. He snapped his head around and cocked his fist back--then relaxed when he saw Ashanti over his shoulder.

"I've got this, kid. Keep your mind on the job." She pulled him toward the wall.

A nearby Vehicon picked up the sudden movement and spun toward them. He stared for a second, until the surprise wore off--then he aimed his arm cannon down at them.

Ashanti whipped her rifle up and no-scoped him dead-center in his optic strip.

An enraged roar came from the back of the room, near the door--Starscream's voice. Jack glanced at him as Ashanti pushed him behind a pillar.

Starscream pointed his right arm at Arcee.

Jack gasped.

Starscream had three missiles mounted on his arm--and Arcee had her back toward him. She clamped her empty guns onto her back, unaware of what was about to be unleashed upon her.

"Arcee!" Jack shouted, putting everything he had into it despite the sharp, throbbing pain still lancing through his head. "Behind you!"

She spun around and found Starscream aiming at her from across the room.

She did the last thing Jack expected--she ran toward the Decepticon.

A mixture of shock and confusion crossed Starscream's face before he launched the first missile.

Arcee leaped and rolled in the air, and the missile streaked beneath her and blasted a console into shrapnel. Arcee's feet hit the floor and she continued running, all in one smooth motion.

Starscream took a step back, starting to panic, and adjusted his aim.

Arcee grabbed the pistol off her right hip and aimed at him.

The second missile launched.

Jack's heart almost climbed into his throat.

Arcee squeezed the trigger--and drilled the missile before it had traveled more than two inches from its launcher.

Starscream disappeared in a ball of flame and a shockwave ripped through the air, slamming into several nearby 'Cons and almost knocking them off their feet. One of them slumped against a pillar and slid to the floor.

Jack looked at him, squinting, and almost burst out laughing.

One of Starscream's fingers had drilled through the Vehicon's forehead.

Jack looked back at the door and found Starscream flat on his back. What was left of his right arm was a twisted mess. He stared at it and his face went blank, as if he could barely comprehend what he saw.

Jack exhaled and leaned against the pillar. He took another quick look around and found the charges planted on control panels by Ashanti's team.

He remembered the charges in his hands. Oh, yeah. Guess I should've been setting these somewhere.

A movement in the corner of his eye drew his attention and he turned toward it.

Knockout had stepped out of the cover of a pillar to the left of the main console, and was cocking his right hand back.

Clamped in his hand was a metal sphere. He threw it at Arcee--and only then did Jack realize it had to be a grenade. One of the "new toys" Knockout had mentioned, probably.

Across the chamber, Arcee crouched behind another pillar, reloading her shotguns, while three Vehicons converged on her.

The grenade arced through the air toward her.

Jack sucked in a deep breath, but before he could call out to her, she jumped out of cover and her eyes widened at the sight of the three 'Cons and the grenade.

She dropped the gun in her left hand, charged the nearest 'Con, and leaped. He lashed out at the same instant, but she sailed over his blade, braced her hand on his shoulder and kicked her right foot out, swinging it around until it connected with the grenade like a bat hitting a baseball. The impact bounced it straight back toward Knockout.

His jaw dropped and he hurled himself to the side.

Arcee, still airborne, leveled her remaining shotgun at the grenade and fired.

The grenade exploded behind Knockout, the flash nearly blinding Jack. Squinting, he barely made out a rain of shrapnel tearing into several nearby Vehicons. Knockout staggered, throwing his arms across his face, and a few dozen chunks of razor-sharp metal embedded themselves in his forearms. He stared at the damage with wide, horrified eyes.

"My paint job!"

Arcee landed directly behind the 'Con she'd used for the boost. She spun and drove her right foot into his back, sending him staggering into a console.

Jack blinked and shook his head. Gradually, his vision cleared.

He looked up and found a Vehicon towering over him--with the barrel of his arm cannon mere inches from Jack's face.

A cold, invisible fist wrapped around Jack's guts and squeezed.

"Jack," Arcee whispered, and he turned around. She stared back at him, eyes wide, mouth open, lips quivering slightly. "No..."

"Drop your weapons and surrender," the 'Con snapped. "All of you. Now!"

"Jack!" His mother rushed forward, but Chang grabbed her arm.

Jack held his hand up. "Stay back!"

The Vehicon pressed his gun against Jack's head. "Surrender!"

Jack met Arcee's gaze and shook his head slowly. Don't do it. If you do, we're all dead.

Arcee hesitated, then nodded almost imperceptibly. She raised her optics to the 'Con and the fear and uncertainty faded from her face--and was replaced by rapidly building anger.

She picked up her discarded shotgun and strode forward, until she was standing in front of the Vehicon.

The remaining 'Cons--the three who'd almost cornered her, two others standing between Starscream and the intruders, and Knockout, Breakdown, and Starscream himself--locked their weapons onto her. Starscream still had one arm left, and it had a full load of missiles.

Arcee jammed one of her shotguns under the Vehicon's chin. "You hurt him, you die. Simple as that."

The 'Con stared back at her, his expression unreadable.

Jack darted out from under the cannon and gave her a thumbs-up.

The Vehicon fired his weapon and turned his head, and discovered too late that Jack had slipped away from him.

Arcee pulled the trigger and turned the Vehicon's head into scrap. She turned to face the rest of the 'Cons and raised her other shotgun.

Two of them took a step back.

She tossed her other gun up, grabbed the pump, and cocked it. Another toss and her finger was back on its trigger.

This time, all of the Vehicons backed up.

Arcee glared at them and sneered. "Fuck off."

The three nearest 'Cons flinched and backed away. The two in front of Starscream turned their heads slowly, giving the room a visual sweep, and found Ashanti's team covering them all with their weapons--weapons which, they had already seen, were quite capable of inflicting lethal damage.

Starscream glowered at Arcee. His arm twitched and trembled. His fist clenched. His eyes glowed brighter and his mouth twisted into an enraged snarl.

Breakdown exchanged a look with Knockout and Starscream, and backed toward the door. "I don't get it," he mumbled. "We've been jamming her targeting systems."

Arcee arched a brow at him. "I've just been eyeballing it." She shifted the shotgun in her right hand to point directly at Starscream.

Knockout's mouth fell open and he raised his hands slowly and backed up to the door. Once he was standing beside Starscream, he muttered, "Sir, I do believe a retreat would be in order. We still have the rest of the Autobots making their way into our base; they could be on top of us any moment now."

Starscream scowled at him for a long moment, but finally lowered his arm. "Damn it. Fine, go." He waited for Knockout and Breakdown to squeeze past him, then turned and ran after them.

The surviving Vehicons glanced at each other, turned, and bolted. When they were out of sight, Jack let a long breath rush out.

His mother ran to him and threw her arms around him. Tears ran down her cheeks. He held her for a long moment and looked up at Arcee.

"I doubt he'll give up that easily."

"We don't need him to. All we need is enough time for me to overload the reactor." Arcee hung her shotguns on her back and strode over to the console Burcham had pointed her toward. After looking it over for a moment, she nodded. "Yep, that's the reactor controls, alright."

She entered a series of commands and held our her left hand. "Charge."

"Charge." He lifted the cylinder and placed it on her palm.

She attached it to the panel, armed it, and turned back to Jack.

"Let's get moving. We've got about ten minutes to fight our way out of here."