Ben kept running along the hot desert sand of the Nevada as he looked for somewhere to hide. He glanced behind him at the jets that had started chasing him, and one had tried to ram over him as it flew low. The oddest part was it then hovered like a helicopter would. He had quickly realized the aircraft was one of them, but it seemed to want to harm him.

He had created a portal and used it to get away. He panted heavily as he looked around the area then saw a canyon not far away. He made a portal then one further away and up in the sky a little. He smiled and kept creating portals as he went higher and higher into the sky.

"Yes!" He grinned as he managed to get further away from the cons. His smile faded a little as he realized Magnus had actually helped him.

He frowned and looked to the ground below as he saw the bots appear. He made another portal and made his way down to them. Starscream growled in frustration and dived down towards the teen then started shooting.

Ben yelped in surprise and free fell as he made another vortex to catch the shots, then aimed another at the seekers. He smiled when he hit one then worked on making his way down to the ground again.

The Autobots looked up to the firing then aimed at the seekers to fire on them as they came into view. The cons fired back and Ben yelled at them to stop as he tried to avoid the crossfire. He managed to get out of the way and tumbled across the sand as he panted heavily.

Starscream shot at him and he cried out as he went flying then landed hard and rolled again. He looked around as his ears rang and he tried to gain his bearings. He saw Miko and Chat running towards him as Magnus shouted something. He furrowed his brow and shook his head a little as he tried to get up, but was too disoriented.

"Get up soldier! You're out in the open!" Magnus' voice boomed in his ears as the bot continued to fire on the seekers.

Miko grabbed his arm and helped him up as he blinked a couple times in surprise. The two ran as Chat looked to the battle and followed.

"Isn't this so cool?" Miko grinned excitedly as they mad it to a few rocks to hide behind. "We get to watch the bots fight." she said and Noir frowned a little as he looked around. The leader of the attackers got irritated and flew out of reach from the bots.

"What's that thing?" Chat asked as he pointed to a smaller flying air ship. Miko looked at it and her eyes widened as it got closer and fired on the bots.

"It's Laserbeak! Get down!" She screamed and they ducked out of sight as the mini con flew by and shot at the others. It went higher into the sky to watch then engaged again. Chat narrowed his eyes as he wtached the battle then looked at the others.

"We have to get back to the base." He said seriously and Miko sighed in exasperation as she watched the hero.

"Already? But the fight just started and we haven't even seen that much." She huffed and rolled her eyes. Ben glared at her then looked over at their guardians. They were the only ones that could contact the base.

"We have to get their attention so we can get a bridge and go back to the base." Dark Portal said as he watched them. "Stay here." He said and made a portal.

"Can't you just zap us back to the base with that thing?" Chat asked making the teen pause and look at him. He hesitated as the portal closed then looked at his hands.

"I... can try." He muttered and closed his eyes as he focused on the base. He tuned out the noise of the battle and worked on making a portal.

But he didn't get to finish as Laserbeak shot at them again and sent them flying. The mini con continued to shoot at them but didn't hit them, just kept them from escaping. The con shot at their feet and sent them flying multiple times to disorient them, then sent a signal to the others to pick them up. Bulkhead whipped around when he heard the girl scream and his optics widened.

"Miko!" He shouted and the others looked at him then at the children. Smokescream and Magnus followed the wrecker to protect their charges. Optimus narrowed his optics then contacted the base to send a bridge for them.

"I'm doing the best I can!" Ratchet said as he typed and hit the console a few times. "That dang mini con has disrupted my signal and I can't get a lock. Optimus, you'll have to take it out for a moment so I can get through." he muttered.

The Prime nodded slowly then answered and told him he understood. He looked to the others before telling them to follow. Team Prime made their way to the children as they fought the cons, more had showed up at this point. Magnus got ahead of the others and shot at the mini con until it flew out of reach. He stood between the children and the on going fight.

"Get up, soldier and get into that cave." He ordered as he pointed to the said hiding place. Ben grunted as he got up and looked at him then nodded before helping the others up.

He felt embarrassed as the commander gave him a disappointed look, though he didn't really know why and started searching for the reason. The bot shot at the mini con a few more times then looked for any other threat. He narrowed his optics then looked at the other two as they ran over.

"Bulkhead, stand your ground and protect the natives. Smokescreen move into position on my right. The mini con will come back around and we can't let it attack the natives. Soldier." Ultra Magnus ordered and glanced to the cave.

Ben looked at him and stood at attention, which made the Autobot smile just a little. Though anyone else wouldn't recognize it as a smile.

"Get the other two natives back to the base and remain there." He said.

"Yes sir." Ben replied and looked to them before working on his portal to get them back. Magnus watched for a moment then looked for the mini con.

"Optimus, th-" he grunted as he was hit with a missile and stumbled forward before he was hit again and fell to his knee plates. The others looked to the cliff where the cave was and saw Starscream. The con chuckled darkly and transformed as he landed on the ground.

"Well that was easy." he sneered as he aimed at them again and they aimed their cannons at him as he bent down. They didn't dare fire when they were so close to the children's hiding place.

"Now let's see." The seeker hummed as he reached into the small cave and felt around before he grabbed a small frame. "Aw there we are." he said as he pulled out Miko who yelled and hit his digits.

"Oh drat, It's the loud one." He muttered as he looked at her then glanced at the bots. "Don't move or I'll blow her to smithereens." He sneered as he aimed his free cannon at her. Bulkhead and Wheeljack glared darkly as he slowly stood.

"Hey!" Chat yelled and the con blinked in surprise as he looked down at the hero and the other child. The two he was supposed to take back to Megatron.

"Why don't you let the little lady go Dorito bot?" Noir asked as he smirked and twirled his staff. The con sputtered as he the looked at the two boys. Ben glared and prepared to fight as the con stared at them. The bots glanced at each other and prepared to move in.

"I am Starscream, the second in command to Megatron t-"

"Riiiight." Noir said as he rolled his eyes and tapped the cons peds with his staff. "Why do you have heels? Are you compensating for something?" Chat asked. The con growled and went to step on him, which made the bots move to save the boy.

Ben created a portal under Chat then had another appear just behind Miko on the cons arm. The hero landed on the cons arm then ran over to his digits. Starscream yelped in surprise as Chat started hitting him with his staff. He laughed and jumped to the cons shoulder plate as he hit his helm, making sure to keep moving so as not to get caught.

The seeker tried to grab the teen and ended up dropping Miko, but Ben created a portal below her then again by the bots peds. The girl quickly got up and ran behind the wreckers for safety.

"Cool." She smirked as she watched the hero tease the con.

Chat Noir kept running around the seeker and irritated him until Ben attempted to make a portal for him to escape. Starscream looked at the other teen then growled and lightly kicked him away with his ped. Ben flew through the air then tumbled and lay still in the sand when he stopped.

Chat paused as he stood on the cons shoulder plate. His eyes widened in surprise as the bots stared in shock. Starscream smirked at the cat hero then whacked him off with his servo. Optimus shot at the con as Smokescreen caught his charge and quickly moved out of the way.

Ultra Magnus stared at his charge then hesitantly took a step towards him but stopped himself as Laserbeak came back with reinforcements. The two children ran to the fallen teen then tried to find cover as the war broke out again. Optimus hit Starscream a few more times before he looked up and saw Megatron himself joining the battle with Shockwave in tow. They had to get the kids out of here.

Chat looked at the war raging around them then managed to get the other two behind another outcropping of rocks. Miko yelped in surprise as they were fired on. The hero looked up and saw Laserbeak flying towards them again. He narrowed his eyes and ran out into the open then stood his ground as the con flew to him. The mini con continued to fire on him as it got closer, planning on hitting him hard enough to knock him out but not hurt him too bad.

"Cataclysm!" Chat Noir shouted as he held his hand up in the air and bullets hit the ground near him from the air craft.

He clenched his fist and waited then jumped and flipped over the con just as it flew where he had stood. Chat reached up in the middle of his flip over the con and ripped his claws through the crafts wing. He grunted as he landed and looked back as the air craft let out a panicked sound before it crashed.

It made frantic sounds of pain as it started to corrode and crumble. The mini con tried to get up but soon became rusted pieces of metal and fell still. Chat blinked in surprise as he watched the aircraft then slowly walked over with Miko to examine the remains.

"Dang..." She whispered as they stared at the rusted and corroded metal that used to be Lasebeak. "Don't ever touch the bots with that thing." she said seriously and he nodded a little as he stared at the aircraft. He looked to the battle then followed her to their hideout.

"Don't worry about it though." He grinned. "Ladybug fixes things like that." He smirked.

~

Soundwave was at the bridge monitoring the situation at hand as Megatron prepared to leave with the reinforcements. The warlord wasn't happy that it was taking so long and that Starscream was failing again.

The communication specialist followed him as they made a plan then left back to the bridge. He walked down the hall of the Nemisis when Laserbeak suddenly sent out a distress call.

He stopped suddenly and looked towards the signal then pulled it up on his visor to locate his mini con. The little con became frantic and cried out for his help, begging him to come. He calculated where the con was and prepared a bridge before it suddenly went silent.

He paused and searched for his friend then for it's vitals. He froze when he got a flat line from the mini cons spark beat. Laserbeak was dead.

The world seemed to slow down for him and he kept searching then played back the recording a few times. He played the video back and saw the last thing his beloved mini con saw. The teen dressed as a cat.

Soundwave played the audio and watched the video over and over again. He took a picture of the last thing Laserbeak saw before it's demise. The silent con stared at the picture and played back what the teen said.

"Cataclysm! Cataclysm- cataclysm- cataclysm- cataclysm!" the voice said over and over again as if it was a broken record. His servos clenched tighter as rage filled his spark and he memorized the teens face and voice.

The human was the last thing Laserbeak saw in this world, and the last thing the cat would see, was his own terrified expression on the cons visor. Soundwave silently vowed to avenge Laserbeaks death.