The next morning, the sun rose over the Labyrinth City Orario, as a new day dawns across the land. The people of the city prepare themselves for the day ahead, many of them heading off to work at their businesses, while some head off to the dungeons down below to fight against monsters and creatures of the below.

Down at the old church, Braedey woke to the soft sound of birds chirping in the distance. He sat up in his bed, then looked over to Bell and Hestia, the two of them cuddling one another on the couch, and with a bedsheet covering them. Braedey gave a small smirk, guessing the Goddess liked Bell. He got out of bed, picked up his clothes, then after a quick shower, got changed, and was ready for the day.

"Morning, Bell. Morning, Goddess." Braedey spoke quietly, the two of them slowly waking up. "You two sleep well?"

"I always sleep better when I'm with Bell." Hestia smirked, making Bell's face flush a pink colour.

"Well, that is good news." Braedey sat up on the bed. "So, why don't I talk about some of my stories over some breakfast?" He offered.

"That sounds like a great idea." Bell agreed. He then noticed three plates of fresh cooked food on the table nearby. It was strips of bacon with small sausages, and potato slices, or hash browns. "Whoa. Where did these come from?" He wondered.

"Thanks to me." Braedey spoke up.

"Not only are you the famous 'Knight of the Primes', but you can cook as well?" Hestia squealed happily. "Oh, the others are gonna be so jealous."

"Well, Braedey, why don't you tell us about your stories while we have breakfast?" Bell asked, handing one plate of food to Hestia, as he held his own.

"Of course." Braedey agreed. "Well, it all happened one day, when I was ten, and at the start of Summer vacation..." He began, as he thought back to when he obtained the Transformatrix...

~*~*~<FLASHBACK>~*~*~

The setting is in a forest. Nighttime was encroaching as the sun began to set as a few twinkling stars shined in the sky. A cascade of red and orange had been cast across the late evening sky, but was obscured by the woods.

There is a brown haired boy walking down a forest trail. He wore a white short-sleeve shirt with a blue stripe going down the centre that stretched around his collar, a pair of black cargo pants, and white/blue sneakers that resembled the ones they had seen Braedey wear.

Braedey was only 10 years old at this point in time. But, this point in time was very significant for Braedey. In fact, this... is where it all began.

Braedey was walking along the forest trail with his hands in his pockets and a frustrated expression on his face.

"Aw man... this is gonna be the worst vacation ever." Ten-year-old Braedey complained. "I might as well have stayed home with Mum and Dad." He stopped walking and looked up, to see a streak of reddish-orange light shooting across the sky. "Whoa..." He marvelled. "Its a shooting star."

All of a sudden, the meteor pulled a ninety degree angle and was now heading straight for Braedey. Braedey's eyes widened in shock and fear as the streak of light expanded into a fireball, coming straight for him. He let out a yelp, as he turned on his heels and ran as fast as he could. The meteor crashed into the ground right behind Braedey, creating a bright conflagration. Chunks of earth and a dust cloud from thrown up from the force of the impact.

As the dust cloud settled, there was a newly formed trench forged by the falling star. At the end of the smoking furrow, a remarkably unharmed Braedey was lying on his stomach. Braedey got up unscathed and walked toward the edge of the smoking crater where he looked down into it. He could see a large segmented sphere that was glowing red from its re-entry into the atmosphere.

"It looks like some kind of a satellite or something." Braedey noted.

Braedey laid his hands on his knees and hunched over, trying to get a closer look into the hole. Without warning, the earth beneath him crumbled away and caused him to fall into the crater.

"YAAAHH!" Braedey cried out as he slid into the trench.

Young Braedey quickly got up and calmly looked at the silver, metallic orb. Suddenly, steam slipped out from the interlocking plates of the sphere as it split open, making gear shifting sounds. A beeping sound was heard as a blue light emanated from the inside of the container.

Braedey peered into the sphere to see a strange, bulky watch lying in the centre. A dial rested in the centre, only it had no numbers or hands, but rather a blue angular face symbol. The wristband appeared to be comprised of a thick, blackish-grey material. It had two blue buttons on both sides, and four white pipes that extended from the dial and around the rest of the watch. A faint glow shined from the dial and bathed the newly forged crater in a cobalt blue colour.

"It's a watch?" Braedey said absentmindedly. "What is a watch doing in outer space?"

Braedey smirked as he stretched out his left hand to pick up the device and examine it. Shockingly, the watch lunged out of the sphere, opened up, and clamped down on Braedey's left wrist, locking in with the sound of a car's hood being unlocked.

"AAHHH!" Braedey screamed, frantically shaking his arm. "GET OFF ME! GET OFF! GET OFF!"

The brown haired boy grunted as he tried to pull the watch off, but to no avail. In his panic, Braedey lost his balance and fell on his back. He got back up and climbed out of the crater, making a mad dash into the forest.

"Grandpa Jackson!" He yelled.

A few minutes later, Braedey was in the middle of a small clearing with a stick in his hand; shoving it under the watch and trying to get it to come off. However, his attempts proved fruitless when the stick broke off. Braedey groaned in aggravation and fell to his knees.

Braedey turned his attention to the watch, and unknowingly pressed a button on the side of it. He was caught off guard by an electronic beep and when the dial popped up. He looked around to see if anyone was watching. As young Braedey turned his gaze back to the watch, the angular face symbol shifted into a round shape the size of the dial that had a black silhouette of a humanoid with something on its back, making a shifting sound in the process.

"Whoa!" Braedey commented. "That's strange."

Braedey placed his index finger on the faceplate. At that moment, the young boy's eyes widen in wonder as he pressed down the dial. The brunette's body was engulfed in the blue light.

When the light died away, standing in Braedey's place was a 20ft tall robot with a bright yellow and jet black striped colour scheme. A pair of door wings are sitting on his back, similar to that of a pair of wings, with two tyres as the shoulders, with a muscle car-like front built into his chest, whilst the other two tyres are on his ankles. His legs were slim from the thighs to the knees, whilst below his knees, his lower legs were thick armoured. In addition, his arms were slim and wrapped in black and yellow, whilst his hands have four-digit fingers. His helm had two optics, a silver face with yellow armour wrapped around his helm, and two black racing stripes on it. Finally, the Transformatrix insignia was present in the centre of his chest.

The robot took one glance at himself; a horrified expression crossed his facial plate. "AHHHHH!" He yelled in a chirpy, beeping voice. Seeing his new body increased Braedey's anxiety by the second. "I'M A MONSTER!! AHHHHHH!" The boy-turned-Autobot began running around in panic.

Braedey then ceased his running about. "Hey. Wait a second..." He calmed down and looked at his body, clenching his fists in relief, then looking down at his form. "I'm a robot, and... and I'm okay. Hmm. I think I should give this a name... I know. Bumblebee!" He chuckled from his own pun, as he looked at his yellow-black paint.

A roguish smile grew on the Autobot's face as he glanced back at a tree. "Oh yeah." He turned to face the tree and stood in a wide stance with his arms ready at his sides. He held out his right hand, as the metal round his arm suddenly shifted into a two-barrel blaster. "Whoa. Here goes..."

He discharged a small blast of Energon, which blasted through the tree trunk and left a smoking hole in it.

"Whoa. Now, that's what I'm talking about." Bumblebee commented.

Caught up in the moment of his newfound abilities, Braedey deployed the second blaster from his left arm, and fired more blasts of Energon, and it easily went straight through three trees. But, as a result, those trees burst into flames.

Bumblebee's optics went wide in alarm when he realised what he had done. "No. Wait! Stop!"

Naturally, the fire ignored Bumblebee's pleas as it spread from tree-to-tree. He ran toward the epicentre of the newborn forest fire and started stomping his foot on the flaming ground. However, his metal feet did nothing to stop the spread of the inferno.

"Aw, scrap. I'm gonna be so dead for this." Bumblebee said nervously.

The growing forest fire seemed to go out of control, and looked like it was getting worse. A few flaming trees collapsed around Bumblebee, who was stomping the fire on the ground relentlessly.

"This would be so cool if it weren't so... not cool." Bumblebee commented.

Just then, a little girl came into view. She wore white shoes and pants, and a light blue shirt. She had shoulder length bright orange hair and blue eyes that matched Braedey's, while also being his age. She's carrying a red cylinder device that was shooting a stream of white foam, which extinguished the flames on contact.

This girl is Jessie Martin, the paternal cousin of Braedey.

As the orange haired girl walked around snuffing the flames, she unknowingly shot Bumblebee in the back. The Cybertronian yelped in surprise and turned around to face her, standing at his full 20ft height. The girl paused and looked up at the robot blankly before letting out a high-pitched scream.

"AAAAAHHHHH!"

Bumblebee held out his hands in a placating manner, kneeling down to her. "Look, I know I look really weird. But there's no reason to be scared."

Suddenly, the girl jumped up and slammed the butt of the fire extinguisher into Bumblebee's helm, which sent him careening back. He flipped in midair and landed on his stomach a few metres away. As Bumblebee lifted himself off the ground, he was greeted by a stream of white foam. When he finished coughing up the foam, he looked at Jessie with annoyance.

Jessie stood in front of Bumblebee with the hose of her fire extinguisher aimed straight at him. "I don't know what you are, but you'll stay down there if you know what's good for you." She threatened.

Bumblebee grinned mischievously and flicked a burning rock toward Jessie's feet, causing a tiny flame to ignite on her shoe. Jessie squealed in surprise, as she stumbled back on one leg and sprayed the white foam on her shoe.

Once the flame on her shoe was extinguished, Jessie glared back at Bumblebee and held the fire extinguisher over her head in a threatening manner. "I warned you."

"Don't even think about trying to hit me again, red." Bumblebee mocked, narrowing his optics. "It ain't gonna hurt."

Jessie paused, as her eyes widened in recognition. She lowered the fire extinguisher and looked at the metal humanoid in moderate shock. "Braedey? I-Is that you?" She questioned, awed. "What happened?"

"Well," Bumblebee explained, "when I was walking through the forest, this huge meteor fell from the sky and almost crushed me. Except it wasn't a meteor or a satellite, but this weird and cool watch suddenly jumped up on my wrist, and when I tried to get it off, I suddenly turned into this robot guy I call Bumblebee, and I was accidentally starting this mega forest fire."

"Jessie!" Suddenly, an old man with short dark brown hair and half rotund/slender figure ran into view. He wore black boots, blue jeans, and a white t-shirt ran up. "Are you al-" He stopped and gawked at Bumblebee. "What in blazes?"

This man was known as Grandpa Jackson, the grandfather of both Braedey and Jessie, and the one that brought them out on Summer Vacation.

"Hey grandpa, guess who?" Jessie remarked.

"It's me, Grandpa Jackson." Bumblebee greeted, waving his hand at him.

"Braedey?" Grandpa Jackson said, surprised. "What happened to you?"

"Well, when I was walking through the forest, this meteor-"

The boy-turned-Autobot was interrupted by a nervous Jessie. "Um, excuse me. Major forest fire burning out of control. Remember?"

"What are we gonna do now?" Braedey asked, turning to the growing inferno eating away at the forest.

Jackson glanced at the forest fire with a thoughtful expression. He then looked back at Braedey, and answered his question. "Backfire. Start a new fire, and let it burn into the old fire. They should snuff each other out. Think you can do it, Braedey?"

"Cause another fire? That I can definitely do." Bumblebee replied, smirking.

Braedey turned to face the other side of the forest fire, then suddenly, there was some weird gear-shifting noises coming from the human-turned-robot, as he felt his body shrink while his armoured parts shifted. In a couple of a second, the sounds stopped, as Braedey then realised something: Bumblebee has some type of vehicle mode.

His vehicle mode was that of a yellow and black muscle car vehicle known as the Urbana 500.

Bumblebee revved his engine a few times, enjoying the overall feel of being in vehicular mode. He noted that he had great peripheral and central vision, and also a set of scanners that can detect things all around him.

Once transformed into his vehicle mode, he shifted himself into gear, then floored his accelerator, kicking up dust from his rear tyres, and raced right into the blaze, the flames not even affecting his body at all, while Grandpa Jackson and Jessie headed back to the campsite.

After driving some distance away from the forest fire, Bumblebee stopped and transformed into robot mode at the edge of a section of unburnt woods. He held out his arms, deployed his blasters, and instantly opened fire at the trees, creating a second forest fire. Bumblebee smiled as the two fires burned into each other, and grew smaller and smaller from the decreasing oxygen in the air.

Once done that, he headed off to get back to Jessie and Grandpa Jackson, and hoping not to get caught by the local park rangers.

~*~*~END FLASHBACK~*~*~

Hestia was in awe of the story, as was Bell. Just hearing the tale of how he gained his powers was like the story of an adventurer.

"...and ever since that day, my life has changed for the better." Braedey concluded.

"That's so cool! What happened next? Were there bad guys you faced back then?" Hestia asked, practically jumping in place on the couch.

"Well, there was one time when I was ten, and mind you I was scared of them, when I faced against a man that was dressed like a Pirate, and he was a downright freak..." Braedey began his next story about his fight against Redbeard the Pirate...

~*~*~(Flashback)~*~*~

The setting was what appeared to be a circus tent. It was rather dark as the only lighting was being shined down on the red and white stripped circle-shaped arena in the centre.

A young Braedey in the centre, lying on his stomach, after falling from a height. At that moment, a creepy-looking pirate person walked into the light.

He looked to be a middle-aged Caucasian male, with a large red bushy beard that reached down to the middle of his chest. He had a black pirate hat with a skull and crossbones on top of his head, with a blue gem just above the crossbones. The head had dark brown hair underneath that reached down to above the beard's starting point. He was wearing a large red coat with a dark blood red interior, black pants, and brown boots. His eyes were acid yellow with black pupils. His appearance aside, what really made him creepy was his wide smile that exposed his rotten yellow teeth, along with the large hydraulic claw with serrated teeth that was in place of his right hand.

Braedey turned and looked up at the pirate with a fearful expression. Then, the sound of wailing moans could be heard filling the room. Braedey noticed what appeared to be ghosts moving inside the pirate's blue gem.

"Now... don't tell me you're afraid of old Redbeard the Pirate." The pirate taunted.

Young Braedey's blue eyes widened when he saw an apparition of Jessie in the gem on Redbeard's hat. Her skin was wrinkled and her body was on fire, but what was even more frightening was that she was laughing the whole time. Braedey crawled back and got on his knees, lowering his head.

"W-what is it that you want?" He requested.

After hearing Braedey's question, Redbeard's creepy smile widened as he snapped his claw. As a result, a light shined down on the other end of the tent. It was a large, unusual machine with five big, blue gems that were similar to the ones on Redbeard's hat. Inside those circular orbs, the images of ghosts could be seen. On top were a set of intricately shaped pipes that were pumping out steady streams of smoke.

Suddenly, two long, metal tubes stretched out from the machine and connected to Redbeard's back. Redbeard then arose into the air and looked down at Braedey with a big, horrifying smile.

Redbeard moved a couple metres in front of Braedey, floating a few feet off the ground. "Only what every funny pirate with his big hat and swashbuckling crew wants... to make people laugh!" His expression then became maniacal as he spoke in a low, disturbing voice, whilst snapping his claw, sending sparks flying. "Then drain all their positive energy... like a sponge in a pool party!" His face returned to normal as he shrugged innocently. "Is that so wrong?"

Still looking down, Braedey demanded. "Is that the giant machine you used to suck the happiness out of your audience, and leave them to die?"

"I call it the Cy-Catch!" He responded, glancing back at the machine. "Clever, eh? Gotta hand it to Lockdown, he knows how to get some cool toys. Soon, I'll be taking my act to the big cities. Millions of people laughing for me... feeding me... making me stronger!"

Braedey looked back up at Redbeard. "I... I want my cousin back, Redbeard!"

"Oh! Your cousin?" Redbeard leaned down, and then stood back up. "Didn't you hear?" He pointed several metres behind him to reveal Jessie lying on the ground unconscious, her skin wrinkled up; much to Braedey's horror shock. "She ran away with the circus!" Redbeard joked.

After getting over his initial shock, Braedey looked back at Redbeard and stood up, narrowing his eyes in anger. "Okay, that's it." Braedey activated the Transformatrix. "I am gonna make you regret ever meeting me and taking my cousin!"

After slamming the dial down, his body was engulfed in blue light. When the flash died away, it revealed a ghostlike-robot form with black cracks over its body. This was the form known as Cloaker.

Cloaker is a 20ft tall robot with a dark grey and silvery colour scheme, whilst it was transparent, like a ghost. A pair of door wings are sitting on his back, similar to that of a pair of wings, with two tyres as the shoulders, with a muscle car-like front built into his chest, whilst the other two tyres are on his ankles. His legs were slim from the thighs to the knees, whilst below his knees, his power legs were thick armoured. In addition, his arms were slim and wrapped in black and grey, whilst his hands had four-digit fingers. His helm had two optics, a silver face with its facial features hidden behind a battle mask that was a fixed feature, with grey armour wrapped around his helm. A series of black cracks were spread across its body from the helm to the chest, arms, and legs. The only things that stood out were the blue optics, and the Transformatrix dial was displayed on its chest.

Redbeard looked up at Cloaker blankly for a brief moment before he smiled and shook his hands, indifferent. "Nice try, kid." He puffed out his chest and folded his arms. "But I sell the tricks. I don't buy 'em."

"I just figured out... that there is something I'm even more afraid of than you..." Cloaker stated in his raspy voice. He reared back his right fist and delivered a right hook into Redbeard's face, making him stumble back and spin around a couple times. Cloaker then vanished from sight. "...losing my family to some goofball, emotional black-market, pirate vampire..." The tubes connected to Redbeard lifted him up in the air as he looked around with an angry mien. "...in other words..." Cloaker appeared behind Redbeard. The pirate turned around just in time to see Cloaker's fist collide with his nose, leaving a fist impression on it. "...you are going down with your ship."

Redbeard clenched his teeth and snarled, enraged. He remained silent as he looked around the tent, searching for any sign of his opposition. Suddenly, a wooden plank flew out of nowhere and smacked him in the head, sending the clown crashing into his Cy-Catch machine. It surged with blue electricity, causing the the blue orbs on the machine to explode. At that moment, the wailing forms of the various ghosts flew out of the machine. One of them flew into Jessie's body, which caused her to return to normal.

Still attached to the tubes, Redbeard hovered out of the wreckage of his device, glaring up at Cloaker. "I'm warning you to back off." He threatened.

"You want to see something... really scary..." Cloaker grabbed onto both sides of his chestplates, then as he opened the chest opened, a loud screeching noise could be heard, as dark waves of energy could be seen inside, along with a volley of horrendous gray tentacles.

Redbeard's eyes widened in terror, as he jumped back, crashing into his wrecked machine once more. The tubes disconnected, causing him to fall to the floor. He quickly crawled back toward the destroyed contraption and rolled up into a ball, trembling in trepidation.

"Oh... don't tell me that you are afraid of an ole Decepticon ghost now, are you?" The ghostlike Transformer rasped, leaning closer toward the frightened pirate.

Redbeard looked away as he shielded his face with his hands. "Please... no more!" He begged.

Cloaker held out his hands, unsheathing his talon-like fingers. "Ha-ha... Boo!"

In response, Redbeard's beard caught fire, along with the rest of his body, and exploded in a cloud of smoke.

"Whoa!" Cloaker looked down at his hands, equally dumbfounded. "That kind of even freaked me out."

In a flash of red, Cloaker transformed back to Braedey. He immediately turned his attention to Jessie, who was still unconscious, and ran over to her. After checking her pulse, he then picked her up in a fireman's hold, and headed out of the tent immediately.

~*~*~(End Flashback)~*~*~

After hearing that backstory about Braedey and his encounter with Redbeard the Pirate, Hestia felt a bit bad for Braedey having a fear of pirates, but she and Braedey felt happy he dealt with him.

"So, Braedey, do you still fear pirates?" Bell asked him.

"No. After dealing with Redbeard, I no longer fear pirates, or anything like that." Braedey replied. "He became nothing more but a distant memory." He then shuddered a little. "However, one of my fears came from a form escaping the Transformatrix..." He then recounted his encounter and fight with the Decepticon ghost form in the Transformatrix known as Cloaker.

Cloaker was originally stuck in the form of the same name, but over time, he managed to gain control over it and escape the Transformatrix, becoming one of Braedey's most dangerous enemies. Cloaker has a twisted, arrogant, power-hungry and sadistic personality. Anyone whom he considers as inferior is either tormented for his amusement or is manipulated and later destroyed once his/her usefulness has ended. He a careful and brilliant master planner, able to come up with highly resourceful, cunning and complex schemes and plans, through which he aims to gain immense power for himself and domination over entire worlds.

~*~*~(Flashback)~*~*~

The scene started in what appeared to be a gymnasium, judging by the wooden floors, bleachers, and laid out floor mats. However, there were three, weird-looking individuals wearing matching outfits, all of them were laughing hard at a security guard they had tied up to a couple banners attached to the gym's ceiling.

One was a lean man with wrinkly, pale skin and possessing a bit of a hunched back. He had two bits of straight black hair poking out from the front of his head. Though his eyes were red, his right eye had a large pupil while the left eye had a smaller pupil. He wore an outfit that was black with bright yellow stripes on his arms. This man was named Acid Breath.

The second character was a curvaceous female with pale skin and wore a black, body-fitting outfit with yellow stripes on her arms. The outfit seemed a little tight on her form, further enhancing her curves, and looked like it was slightly tight for her chest. Her hair was quite bizarre. It was dark blood red and tied into five tendrils with black balls at the end. This lady is named Whipwing.

The third figure was the biggest of the trio. He had a hulking body structure and wore a similar outfit as his two comrades. What really separated him from the other two, and disgusted the group, was the giant toenail on his bald forehead. This man was known as Thumbskull.

These three misfits are known as the Circus Freakshows. They used to work with a man that went by the name of Redbeard the Pirate.

Suddenly, a set of doors open to reveal a ten-year-old Braedey walking in. The Freak's laughing immediately ceased as soon as they spotted the young hero.

"What? You freakshows again?!" Braedey shouted incredulously.

"It's that kid who took down Redbeard." Thumbskull said.

Whipwig stepped forward and glared at the pre-teen boy. "That was a sweet gig working for that pirate, and you completely ruined it! Now, it's payback time, kid." She stated angrily. "Get ready for the spanking of a lifetime!"

"A little Hotrod action should light a fire under you freaks." Braedey remarked as he activated the Transformatrix and slammed down the dial. In a usual flash of blue, Braedey transformed; however, instead of Hotrod, he changed into a 20ft tall robot with a dark grey and silvery colour scheme, whilst it was transparent, like a ghost. A pair of door wings are sitting on his back, similar to that of a pair of wings, with two tyres as the shoulders, with a muscle car-like front built into his chest, whilst the other two tyres are on his ankles. His legs were slim from the thighs to the knees, whilst below his knees, his power legs were thick armoured. In addition, his arms were slim and wrapped in black and grey, whilst his hands had four-digit fingers. His helm had two optics, a silver face with its facial features hidden behind a battle mask that was a fixed feature, with grey armour wrapped around his helm. A series of black cracks were spread across its body from the helm to the chest, arms, and legs. The only things that stood out were the blue optics, and the Transformatrix dial was displayed on its chest.

"Cloaker...?" Braedey looked at himself in what appeared to be shock, given his widened optics. "I didn't pick you!"

"Nice trick, kid." Acid Breath remarked.

Thumbskull ambled over to the bleachers and, shockingly, ripped out a few sections of seats with little effort. He lifted the wooden and metal load over his head and tossed it at Cloaker, which crashed down on him as a dust cloud filled the gym. Acid Breath cocked his head back and spat out a stream of powerful green acid. The debris sizzled and steadily dissolved upon contact from the highly acidic spit.

"But we ain't scared of no ghosts." Acid Breath quipped, earning a round of full hearty laugher from his comrades.

Suddenly, Cloaker phased out from the acid-covered debris unscathed; however, for some unknown reason, a much creepier, bone-chilling aura began to emanate from Cloaker.

"You should be!" Cloaker hissed angrily.

Cloaker charged at the nearest Circus Freakshow, which happened to be Acid Breath. The other two Freakshows dived out of the way as Acid Breath spat another blast of acid. This time, Cloaker went intangible and phased through the floor before the attack could hit him. He came back up underneath the floor mat beneath Acid Breath's feet and lifted them both into the air, and casually tossed them into the wall. The acid-spitting man slammed into the wall first, and then the mat slammed into him. He collapsed on the mat on the floor, unconscious.

Thumbskull charged Cloaker from behind, but the Ectonurite Cybertronian saw it coming. He became invisible/intangible and phased through the hulking Freakshow. Thumbskull turned his head around to find his opponent, but to no avail. Suddenly, Cloaker appeared behind Thumbskull and stuck his hands, which were still intangible, into his skull. As a result, the toenail-headed giant let out a loud, pain-filled yell and collapsed to his knees.

Whipwig reared her head back and whipped her hair tendrils at Cloaker, which entangled around his left wrist. Gray let out a yelp of alarm when Cloaker phased through the floor with Whipwig's hair still wrapped on his arm and slammed her head into it. When she tried to get up, his hand reached out of the floor to grab her face and repeatedly slammed her it into the floor.

At that moment, Grandpa Jackson and Jessie ran up, standing in the doorway to the gymnasium. "Something's wrong!" Jackson said, staring wide-eyed at his grandson. "I've never seen Braedey being so vicious!"

Jessie rushed forward with shock and outrage plastered on her features. "YOU'RE TRASHING THE WHOLE GYM!" She screamed. "Are you TRYING to ruin my chances of getting accepted here?!" When Jessie didn't get a response, she started to become even more incredulous. "Braedey, answer me!"

The air seemed to go cold as Cloaker slowly turned around, seemingly gazing deeply into Jessie's soul with his oddly evil optics.

"Braedey's not here!" The cold and raspy voice hissed out, causing Jessie's angry expression to drop instantly.

Suddenly, Cloaker appeared in front of Jessie. "BOO!" The orange-haired girl yelped in fear as she fell on her butt, earning a round of raspy laughter from the ghostlike alien.

Without warning, a brown leather punching bag flew out of nowhere and smacked straight into Cloaker, sending him into a wall. As Thumbskull and Whipwig rushed for the gym's other doorway, the former picked up an unconscious Acid Breath and slung him over his broad shoulder.

Cloaker phased out from the punching bag, unharmed from the blow. "Guess they didn't learn their lesson." He rasped as he shifted into vehicle mode, a dark grey version of Sideswipe's vehicle mode, and phased after the trio.

Cloaker raced after the trio of Circus Freakshows, only to hear the dreaded sound of the Transformatrix timing out. He shifted into robot mode, running off into the shadows of a nearby building. "NO! I'm not going back!" He rasped, just as a red flash engulfed him, leaving only Braedey in a small corridor alcove.

"Man, am I glad to be rid of that freak." young Braedey muttered to himself.

"Awww! And I thought we were close..." a familiar, cold, raspy voice said.

Braedey jumped in fear and alarm. Unbelievably, Cloaker was standing over the young Braedey Martin! How could this be?

"So nice to finally meet you... face-to-face!" Cloaker hissed.

Braedey didn't respond immediately as he was frozen in fear and shock. But the young hero finally managed to regain his ability to speak. "This can't be happening! You can't be you! I am you!" Braedey shouted, desperately trying to rationalize the situation in his ten-year-old head.

"I was NEVER 'you'!" Cloaker rasped angrily. "An Ectonurite Cybertronian's consciousness exists, even in a few strands of DNA! When the sample was taken for the Transformatrix, I was trapped inside!"

Braedey was speechless upon this revelation.

"But now," Cloaker continued, catching the teen's attention. "I can reveal my true self!"

All of a sudden, long, uneven black talons sprouted out from Cloaker's hands. His white-and-black cracked armour began to break off and tear away, showing greyish-purple armour underneath. A volley of squiggling grey tentacles burst from his stomach area. He reached up and ripped off the white armour on his face, revealing an upside-down deformed Cybertronian helm that had a black crack on the left side with a single purple optic that burned with malicious intent. Its lips were black as night while its teeth were jagged and uneven.

"Yikes. And I thought an Insecticon was ugly..." Braedey mused. "What is it that you want?" He demanded.

"I need the power of the Transformatrix to make myself whole again." Cloaker answered. The already scary aura surrounding Cloaker intensified as he stepped closer towards Braedey. "To do that, I have to take over your body. Now... let's see how you like being trapped inside someone else!"

Braedey stepped out from underneath the alcove, shielded his face with his arms, and closed his eyes. As the released Transformatrix alien reached out for Braedey, his greyish-purple hand sizzled and burned as soon as it came in contact with the sunlight.

Cloaker let out a painful shriek as he moved backwards, phasing through the wall and out of sight. Braedey uncovered his eyes to see Ghostfreak nowhere in sight. Still panicked, Braedey turned around and bumped into his Grandpa Jackson and cried out in alarm.

"Braedey... take it easy." Jackson placated, resting his hands on his grandson's shoulders. "You look like you've just seen a ghost."

Braedey looked back at his grandpa with a nervous expression. He showed a small nod, and the two head off back to the building.

~*~*~(Pause Flashback)~*~*~

"So, Cloaker really wanted to take your body in order to be whole again?" Bell spoke up, as Braedey stopped to take questions. His answer was a nod from the brunette.

"But, why wasn't he able to touch you?" Hestia asked next.

"When the original Cloaker escaped from the Transformatrix, his body was incomplete. He no longer possessed his resistance to sunlight." Braedey explained. "That is why he needed to remerge with me... so he'd be whole again."

"Well... did he merge with you again?" Hestia asked.

The two of them were listening to Braedey's conversation and backstory, and were rather intrigued yet a bit spooked about Cloaker.

~*~*~(Continue Flashback)~*~*~

It was nighttime and both Grandpa Jackson, Braedey, and Jessie were in the middle of Bancroft Academy's schoolyard. The trio were walking along a sidewalk, the former carrying an odd handheld device that was blinking and beeping.

"We've been at this for hours." Jessie complained. "If Cloaker trashes the campus, I'll never get admitted!"

Jackson and Braedey stopped and looked back at her incredulously. In response, Jessie smiled and rubbed the back of her neck in a sheepish manner. "Not like that isn't important as saving all these innocent people..."

Grandpa Jackson walked forward and stopped in front of a stone archway before looking back at his grandchildren. "I'm picking up on some trace spectral activity from around that corner." He informed.

"Okay, let me get my game face on." Braedey grinned.

He pressed a button on the side of his Transformatrix, causing the dial to pop up. He scrolled until he found the form he wanted and slammed down the core. In a flash of blue, Braedey was now a 27ft tall Autobot. He was large and bulky, painted in dark yellow with dark grey highlights, along with hazard signs across his arms; he has four arms. He has a set of large wheels on the back of his shoulders, while four smaller wheels were part of the ankles. The arms are fairly long with large hammer-like piledrivers on all four elbows, whilst the legs were short, similar to a gorilla, whilst two large tank treads were on his back, and had a large lower jaw and chin. The Transformatrix is centred on his chest.

"Piledriver... I meant to do that!" Piledriver commented; referring to how he got the alien he dialed up. He walked forward with confidence in his strides. "Maybe I'm finally getting the hang of this thing."

Before anyone could comment, the sounds of screaming filled the area. Everyone turned to see a group of students running down a flight of stone stairs from a building with a clock tower. Piledriver, Jackson, and Jessie ran toward the commotion.

Casually walking out from the building was Thumbskull and Whipwig with one of her hair tendrils wrapped around a panicked, black-haired schoolgirl.

"I haven't got time for you, freaks. So the party's over!" Piledriver stated.

"You got it all wrong, metalhead." Whipwig retorted, folding her arms over her rather ample chest. "It's just about to really get rolling!"

Acid Breath stepped into view; however, there was something different about him. He was giving off a spine-chilling aura. In addition, the cracked skin around his eyes was black while his iris was purple.

"And... it's a surprise party." Acid Breath added in a familiar, raspy voice. All of a sudden, much to the gang's shock, Cloaker phased out of Acid Breath's body. "Hello Braedey... have you been working out?" Cloaker taunted.

"Cloaker..." Piledriver said.

"Ugh..." Jessie looked away in disgust of the deformed Cybertronian. "Major horror show..."

"You ain't seen nothin' yet!" The ghostlike alien remarked.

Without warning, Cloaker became intangible, flew towards Piledriver, and proceeded to take over his body; instead, his form changed into a grey paste that stuck to Piledriver body. The four-armed Autobot grunted, as he grabbed the paste and pulled hard. After a short moment, he finally ripped off the substance and tossed it away, which instantly reformed into Cloaker.

"Ah... it seems I cannot merge with your alien forms." Cloaker realised. "No matter, time is on my side. You will be human again soon enough."

"But we have a surprise of our own!" Jackson quipped as he pulled out a high-tech gun with a big light-bulb at the end.

When he pulled the trigger, the gun fired a brilliant blue beam at Cloaker. The Ectonurite Cybertronian managed to dodge a direct hit, but the light still grazed his hand and caused it to sizzle and smoke.

"AHH!" Cloaker shouted in pain. "Daylight at night!?"

"Sun-Gun." Jackson stated, taking aim at Cloaker once more. "Projects a beam as bright as pure sunlight."

"Clever..." Cloaker flew to his left to avoid another light-beam. "But not clever enough!"

Cloaker swiftly escaped into Thumbskull's body before the light could touch him. Black cracks started to spread around his eyes and he started to grind his teeth in agony.

"I... hate... this...!" Thumbskull strained.

Thumbskull ceased his struggling and looked down at Braedey, Jessie, and Jackson with purple eyes and a sinister smile.

"As long as I am in a host's body, your weapon has no effect!" Cloaker/Thumbskull rasped.

The possessed Freakshow charged forward and sent a right hook into Piledriver's chin, making him stumble back a few meters. Cloaker/Thumbskull charged at him again, but Braedey was quick to sidestep out of his path, causing him to crash into a stone statue. A cloud of dust was thrown up and clouded the freakshow's vision. As it finally settled, he was taken by surprise when Piledriver snuck up behind him. He wrapped his large arms around the freak's torso and fell backwards, smacking him hard into the ground.

Whipwig slapped her forehead in frustration while Acid Breath quickly ran in to assist his comrade. Meanwhile, Piledriver picked up Cloaker/Thumbskull and ran straight through a tree and two statues before tossing him away.

Acid Breath reared his head back and exhaled a stream of deadly acid at Piledriver. The four-arm Autobot ran to his left and dived behind a flowerbed for cover. The flowers and the stone bricks sizzled and melted instantly.

Piledriver looked over the pile of melting stone to see Acid Breath leap up on top of Cloaker/Thumbskull's shoulders. Braedey could see they were planning to use their abilities in sync to try and overwhelm him. He immediately took action and sprinted forward. Before the duo could make a move, Piledriver clotheslined Acid Breath; which caused him to fall to the ground unconscious. Cloaker/Thumbskull retaliated by jumping at him, but the four-arm Autobot saw this coming and threw the hulking freakshow over his shoulders, sending him crashing into the stairs.

Cloaker exited from Thumbskull's body and swiftly entered Whipwig's. Black cracks appeared around her eyes while her pupils turned purple. Cloaker/Whipwig glared down at Piledriver, and proceeded down the stairs, tossing the frightened girl entangled in her hair tendrils away in the process.

The student screamed in terror; however, before she could smash into the concrete sidewalk, Jessie jumped in the way and broke her fall. Though the school girl was shaken up, she was physically unharmed.

As Cloaker/Whipwig charged at Piledriver, he attempted to grab the possessed freak. But she dove between his legs and wrapped her hair tendrils around his ankles. When she popped up behind him, she pulled and brought Piledriver straight to the ground. She pulled once more and amazingly tossed the red four-armed alien a few metres in front of her.

Piledriver lifted up his head and scowled at the tentacle-haired woman. She stretched out her ball-tipped tentacles and whipped them at her foe, but Braedey skillfully blocked each attack with his hulking forearms. When one of her hair tendrils got caught around his upper left wrist, he pulled back his arm and pulled her off her feet, causing her to fly straight towards him.

As she opened her eyes, she could see Piledriver was now holding her by both shoulders and was glaring right into her purple eyes. In a matter of seconds, Piledriver took Whipwig's long hair and tied it around her body, and tossed her away.

"Go ahead and play 'musical freakshow' all yah want, Cloaker. I'll just kick their butts!" Piledriver stated, punching his upper left palm for emphasis.

"You're right." Cloaker admitted as he phased out of Whipwig. "Maybe I need a new partner." He then turned his upside down, deformed skull to Jessie, who was comforting the frightened girl. "Someone... more interesting for you to battle."

Braedey realised what Cloaker was implying; however, he was too late to act. "Jessie! Run!" He warned.

Jessie turned to Piledriver, only to see Cloaker coming straight for her, prompting her to let out a terrified scream. The ghostlike alien entered Jessie's body through her mouth, which forced her to her hands and knees. The skin around her eyes cracked and turned black while her iris became purple, signaling that Cloaker now had control over Braedey's cousin.

Jessie let out a raspy chuckle; much to the shapeshifter's disturbance. "Too late!" Cloaker/Jessie taunted. "Let's have some fun!"

Suddenly, Cloaker/Jessie jumped in the air to perform a roundhouse kick into Piledriver's face, but he stepped back to elude the hit. The possessed girl jumped around and delivered swift blows at Braedey. Most of them were easily avoided or blocked, but a few managed to hit their mark; not that they really hurt Piledriver.

Cloaker/Jessie latched onto Piledriver's upper right arm. Braedey responded by shaking her off, and tossing her face-first into a stone wall. When she hit the pavement, the black cracks around her eyes disappeared.

Jessie placed a hand on her head from the sudden pain she felt. When she opened her eyes, the first thing she saw was an angry Piledriver walking up behind her.

"Braedey?" Jessie spoke in her normal voice. "What are you doing?"

All of a sudden, Jessie's eyes turned purple as the black cracks reappeared, signifying that Cloaker had reclaimed control. She spun around and used her arms to propel her feet into Piledriver's face, and then used it to springboard herself onto the stone wall. Amazingly, she began to crawl straight up the wall like a spider.

Piledriver effortlessly scaled the wall after Cloaker/Jessie whilst Jackson conveniently climbed up a steel ladder a few feet away.

Piledriver pulled himself over the ledge and faced down his possessed cousin. However, before he could make a move, a familiar bleeping sound filled everyone's ears. Braedey gasped as he glanced down at the Transformatrix dial that was now blinking red.

"Ah..." Cloaker/Jessie sneered. "Sweet, sweet music to my ears..."

In a flash of red, Braedey transformed back to human. He slowly backed away as his possessed cousin menacingly sauntered toward him.

"Braedey!"

The brunette turned around to see Jackson kneeling on the wall's ledge with the Sun-Gun in hand. He tossed it at Braedey, who then caught it and turned around to take aim at Cloaker/Jessie.

"Get out of my cousin, Cloaker, so I can fry your pale metal hide!" Braedey exclaimed furiously.

The sinister smile on Cloaker/Jessie's face never left as she took a few steps forward, and put her hands on her hips nonchalantly. "I have a better idea: YOU drop the weapon, and I'll meld with you, then take over the entire world."

"Fat chance, you freak!" Braedey retorted.

Cloaker/Jessie then jumped on top of one of the stone columns lining the bridge, a step away from the ledge. "Then you'd better hope your cousin knows how to fly!" She grinned sadistically. "It's your choice, hero."

Braedey anxiously glanced back-and-forth between the Sun-Gun and his possessed cousin. Cloaker/Jessie smirked as she took a step back, just centimetres away from falling off. Then, without warning, the black cracks on her face and her purple eyes vanished and returned to normal.

Jessie groaned as she placed a hand on her head. "Braedey...?" She looked around in confusion. "W-what's happening?"

As Braedey lowered the light-based weapon, the Circus Freakshows jumped onto the wall a few metres to his left. As a result, the black cracks and purple eyes returned to Jessie's visage.

"The next sounds you hear will be your cousin's screams as she takes a big dive! HAHAHAHA!!!" Cloaker/Jessie cackled maniacally.

Braedey looked between the Circus Freakshows and Cloaker/Jessie and, left with no other options; he dropped the Sun-Gun. Cloaker immediately exited Jessie's body, causing her to cry out in agony. Jackson quickly rushed over and grabbed her shoulders to prevent her from falling off.

Cloaker then levitated between Braedey and the Freakshows. "Eliminate them both!" He ordered.

"We had a deal, you Halloween reject!" Braedey yelled.

"You had a deal with me! Not them." Cloaker countered, pointing at the three Freakshows, who had surrounded Jackson and Jessie. Whipwig entangled Jackson and Jessie in her powerful hair tendrils while Thumbskull got behind Jackson and wrapped his large arms around him.

When Braedey's eyes darted to the Sun-Gun, he quickly dashed toward it. Unfortunately, he wasn't fast enough as Cloaker became intangible and stuck his long claws into Braedey's arms. As a result, Braedey shut his eyes and cried out in pain.

"Braedey! No!" Jackson shouted.

As Braedey squirmed and screamed in agony, a bolt of blue lightning shot out from the Transformatrix. The device let out a bleep as the faceplate turned blue, signaling that it was now fully recharged. Despite the pain, Braedey activated the Transformatrix. Just as Cloaker began to melt into his body, the boy hero slammed down the dial. A blue light engulfed Braedey's body. When the flash faded, Braedey was nowhere in sight. Cloaker, however, was floating in his place.

"Ah... together again. Just like old-" Cloaker's rant ceased as he coughed up something to the ground. Under closer observation, the object he spat out was actually GearRunner, which was in his small gear form.

GearRunner is a 10-inch-tall Cybertronian in a silver metallic colour scheme. His body is shaped like a human being, only with what could be a gear built into his back, with the Transformatrix insignia on his chest.

"Ugh... that's enough to make me gag, too." GearRunner quipped, shifting into his little robot mode.

GearRunner leapt on top of Whipwig's head like a frog. Whipwig released Jessie from her hair tentacles as she tried to get him off.

"Get him, you fools!" Cloaker ordered.

Thumbskull released Jackson and pushed him away as he, Whipwig, and Acid Breath rushed at GearRunner. As Whipwig reached up to grab the little alien, Acid Breath attempted to smack him off of her; however, the orange-haired Freakshow ducked under the blow. Thumbskull grabbed her by her leg, held her upside down, and shook her about like a martini drink, until GearRunner fell to the ground.