Everyone was running around the base frantically, trying to figure out what had caused all the tech in the base to short out, since they made sure that this would never happen. While some of the Autobots that were standing guard outside rushed in to try and help figure out what happened, leaving only a few Autobots to watch for Decepticons in the area, if there was any. At one point, Bella ran into Ironhide, because she was in hurry to get over to the main computer to help out Smokescreen, and Perceptor, to notice him in time before she bumped into him, almost falling to the ground. But before she fell, Ironhide caught her and steadied her, before she apologized to him, and continued toward the main computer. Once she got there, she asked Perceptor what she could do to help, he told her to open up the control panel to see if there is something that came lose or damaged, that caused all of this to happen.

        Bella did as she was told, and went over to the control panel, and she just hoped that it was just a lose wire or something else that could be easily fixed, and nothing worse. So when she opened up the control panel, she didn't notice anything wrong at first, which came to her as a little odd, until she noticed something that looked a little odd, and probably didn't belong there at all. Bella reached into the control panel to take the object out to see what it was, and when she picked it up and looked at it she was still confused on what it was, so she closed the control panel and then walked over to Perceptor so that he might know what it was. While everyone was still unaware of the Decepticons that were about to strike at any minute, catching the Autobots off guard. Especially the ones who were outside.

"Hey Perceptor, I found something, that you should take a look at." Bella said as she walked towards him, with the little device in hand.

"What is it?" Perceptor asked.

"I have no idea. I found it in the control panel." Bell answered.

"How are you certain that it's not part of the controls Bella?" Perceptor asked.

"Because it has little electronic legs on it." Bella answered.

"Alright. Let me look at it." Perceptor said as he put his hand out, for Bella to put the object in.

"Okay, here you go." Bella said as she put the little device on his open hand.

"Hmm. This is interesting." Perceptor said as he inspected it.

"What is it?" Smokescreen asked.

"I have no idea. I will have to look at it back at my lab." Perceptor answered.

"How long do you think it would take?" Smokescreen asked. 

"I have no idea Smokescreen." Perceptor answered. "Hey Bella."

"Yeah Perceptor?" Bella asked.

"You should probably go find Optimus and tell him what you found, and that I will be in my lab, if he needs me." Perceptor replied.

"Okay. I will do that Perceptor." Bella said.

"What about me?" Smokescreen asked.

"Well you can help out by trying to get the main computer back up and running." Perceptor replied.

"Alright." Smokescreen said.

        So Smokescreen went back to work trying to get the main computer back up and running, while Perceptor went to his lab to examine the device, and Bella went to go find Optimus to tell him what she found in the control panel. It didn't take long before Bella spotted Optimus trying to help figure out what happened, so she walked over to him and got his attention by saying that she had found something interesting. Optimus then looked at Bella and asked what it was, and she told him what it was that she found and where she found it, and then Optimus asked where it was, which Bella answered that Perceptor had it, and that he was in his lab examining it. Optimus thanked Bella for telling him that and that he would go to Perceptor's lab to see what the device looked like for himself, but also he wondered how the little device even got into the control panel in the first place. As Optimus headed toward Perceptor's lab, all of a sudden a big commotion was heard outside, which made everyone inside stop what they were doing and look around at each other in confusion.

        Warpath was the one to go outside to see what the commotion was all about, and everyone waited for him to come back, but not to long after he left, there was a big boom and then the base shook, what followed after that was more big booms, and the base shaking even more. Everyone was on edge because they didn't know what was going on until Warpath came running back in with a horrified expression on his face plate. But it wasn't until he said that they were under attack, that everyone jumped into action and got their weapons ready, and telling all the Autobots that were not in the main part of the base that they needed to get outside now, because they were under attack. So as all the Autobots ran outside to defend the base from the Decepticons, they did not know how many Decepticons there actually was, until they got out there and saw at least 40 to 45 Decepticons, maybe more.

"Optimus what should we do? They caught us of guard!" Wheeljack asked as he took out his swords.

"Find the Dinobot's, and Omega Supreme, and tell them what is going on." Optimus replied.

"You got it." Wheeljack said as he ran back inside.

"How did they know that all of are tech was down? I mean it just happened." Ironhide asked.

"They probably didn't know that are tech was down." Bella said.

"What do you mean by that?" Ironhide asked.

"Well they may have been planning an attack for awhile and I guess they were going to attack today. But to them, the malfunction of our tech was a bonus." Bella answered.

"Well if that was true, then that would explain the Predacons earlier." Melany said.

"Autobots." Optimus started. "We need to defend the base, and to do that we need to fend of the Decepticons so that they will not be able to succeed in destroying it. They may have got the drop on us, but that doesn't mean that they will win this fight. Defend the base the best you can, and do not let the Decepticons get close enough to fire a shot inside, and leave us without a base. So, fight them with all you got!" Optimus said.

        Once Optimus was done with his speech, every one cheered and took out their weapons and then turned around and then ran towards the Decepticons, while shooting back at them. But not long after they went after the Decepticons, the Dinobot's came running out of the base, with Grimlock in front, ready for the battle with the Con's. Then, Grimlock immediately ran right at the Decepticons, without hesitation, and what he did seemed really dangerous, because he could have been severely damaged by any one of the Decepticons. But then, a couple minutes later, he came running back over to the Autobots, with only a couple scratches on him, and the reason he came back over, was because he was about to be overrun by Decepticons, while the other Dinobot's kept their distance from the Con's. While in a different area of the battle, Warpath was blasting every Decepticon that were coming closer to the base with his chest cannon, and if they got too close, like they were charging at him, he hit them with his sledgehammer. Which almost hit Bella a couple of times, because she was standing too close beside him when he swung it around, which she regretted, so she moved away from him a couple of feet. But Bella would look up every once in a while to see if there was any Decepticons that were airborne and were trying to get passed all of the fighting so that they could get into the base and destroy it.

        Bella eventually saw a Decepticon that was flying over them, to try and get into the base and destroy it from there. But Bella was clever enough to keep looking up, so when she saw the Decepticon, she took out one of her throwing knives and threw them at the Decepticon, which made him fly out of control and crash over by the rest of the Con's. While in another area, Optimus, Ultra Magnus, Prowl, Arcee, Bluestreak, and Blurr, were trying to fight off Megatron, Astrotrain, Breakdown, Thundercracker, Lockdown, and Skyquake. Optimus and the other Autobots with him were fighting off the Decepticons the best they could, but it was much harder for Ultra Magnus, because he was the one who was fighting Megatron, and the last time he fought Megatron, he didn't exactly win. Optimus couldn't do anything to help Ultra Magnus, because he was to busy fighting off Astrotrain, and he wasn't going to be easy to take down at first. Although the other Autobots were also having a hard time taking down the Decepticons they were fighting, since Prowl was up against Breakdown, Arcee was up against Skyquake, Bluestreak was up against Thundercracker, and Blurr was up against Lockdown. So all of them were very busy trying to take down their targets, while trying to not get injured in any way, or get killed.

"Wow. I didn't expect that Thundercracker was going to be so hard to take down." Bluestreak said.

"Well, I don't think any of us expected these Decepticons would be hard to take down. Except for Ultra Magnus, because he is fighting Megatron, and everyone knows that he is to hard to go up against." Prowl said.

"I kinda feel bad for Ultra Magnus. I mean he is trying to take down the leader of the Decepticons, and we all know what happened the last time he went up against him." Blurr said.

"Guys I feel the same way, but I think we need to pay more attention to the Decepticons that we are fighting, than who Ultra Magnus is fighting." Arcee said.

"Well well well. It looks like I have to agree with you Autobot. I mean it's more fun if the one that you are fighting, is paying attention when they get scraped." Skyquake said.

"Skyquake, stop agreeing with the Autobots, no matter what the little Autobot said that you thought you should agree to." Thundercracker said.

"I have to agree with Thundercracker, Skyquake. Never agree with what any Autobot says." Breakdown said.

"I agree with Breakdown and Thundercracker there Skyquake." Lockdown said.

"I get the point. Now can we just destroy these Autobots now?" Skyquake asked.

"Of course." Thundercracker answered.

"Lets do this." Breakdown said.

"Yes, let's." Lockdown said.

"Not so fast Decepticons. What makes you think you are going to destroy us?" Blurr asked.

"Did you really just ask that Blurr?" Arcee asked.

"Uh yeah. Why?" Blurr asked.

"Because That is not something you ask to a Decepticon." Bluestreak replied.

"Well little Autobot. The reason why we know we are going to destroy you, is because you are weak. All Autobots are weak." Thundercracker said.

"Oh really?" Bluestreak said as he ran at Thundercracker and then kicked him right in the face plate, and then ran he kicked him in the chest, until he fell to the ground. "Do you think us Autobots are weak now?"

        Thundercracker didn't answer Blustreak because he was so dazed and also trying to figure out what had just happened, since he did not expect that to happen at all. But when Breakdown, Lockdown, and Skyquake saw what Blustreak did to Thundercracker, they just looked at each other in complete and utter shock, since they also did not expect that, especially to Thundercracker. But when those three Decepticons went to look at the other Autobots that were standing there, they were not expecting to see them right in front of them, and then knock them out with a few punches to the face plate, and the chest. Within a couple of seconds, Breakdown, Lockdown, and Skyquake, were all laying on the ground groaning in pain, and just like Thundercracker, they were trying to figure out what had just happened. While, not to far from them, Optimus had just taken down Astrotrain, and looked around to see how the Autobots that were near him were doing, and saw that they had taken down the Decepticons they were fighting, and then he looked the other way to see Ultra Magnus fighting Megatron, and it looked like Ultra Magnus was losing. So Optimus quickly transformed into his vehicle mode and drove towards Ultra Magnus and Megatron, as fast as he could, so that he could make it in time, and help out Ultra Magnus while he still can. He got there within a minute, and he had just made it on time, because Ultra Magnus was laying on the ground, with Megatron standing over him, ready to fire at the fallen Autobot commander.

"MEGATRON!" Optimus yelled as he transformed into robot mode and punched Megatron right on the face plate.

"Gah!" Megatron said as he got punch and slid back a little bit, and then he wiped off the Energon that leaked from his mouth, and then he looked up and saw Optimus helping Ultra Magnus up. "Optimus, how nice of you to join us. Now I can crush both of you at the same time."

"Not this time Megatron." Optimus said as he helped Ultra Magnus to his feet. "Are you okay Ultra Magnus?' Optimus asked.

"Yes. I am okay Optimus." Ultra Magnus replied. "I am just glad that you got here in time." he added.

"So am I." Optimus said.

"Optimus, come and fight me, so that you may fall." Megatron said.

"It will be you who falls Megatron." Optimus said.

"Optimus, you can't do this alone. I will help." Ultra Magnus said.

"No, old friend you must rest, you are too damaged to fight." Optimus said as he put a had on Ultra Magnus' shoulder.

"Alright." Ultra Magnus said as he stepped away from him.

"Alright Megatron, it's just you and me now." Optimus said as his hand transformed into a blade.

"Excellent." Megatron said with a grin, and his blade slid out from underneath his cannon.

"One will stand, and one will fall." Optimus said.

        There was a intense standoff between Optimus and Megatron to see who would attack first, it lasted about a minute, and it was Megatron who charged at Optimus first. While the very damaged Ultra Magnus stayed out of their way, so that he would not get any more damaged, or even worse, killed. There was then a clash as Optimus' and Megatron's blades collided, in which case Megatron disengaged and then raised his blade to hit Optimus again, but Optimus was fast enough to raise his blade, to protect himself from Megatron. Before Megatron could disengage again, Optimus kicked Megatron right in the chest, which made him fly a little bit, but it didn't knock him off his feet at all, although it did knock him off balance a little bit. But once Megatron regained his balance, he ran right at Optimus, and when he got close to him, he raised his blade and then he came down, about to hit Optimus, until Optimus blocked Megatron's blade with his blade. Elsewhere, the Dinobot's were holding off the Predacons the best they could near the entrance of the base, and it looked like the Dinobot's were doing very well. Although, the Dinobot's were not the only Autobots that were near the entrance of the base, there was also Bella, Melany, Warpath, Powerglide, Bumblebee, Seaspray, Cliffjumper, Ironhide, Skids, and Mudflap. The Decepticons they were fighting against were Brawl, Starscream, Knockout, Dreadwing, Blitzwing, Crowbar, Shockwave, Crankcase, and Devastator.