Rumors started to spread that there was a smaller gang that had formed. It had started with the mafia, but seemed to be slowly breaking away. They weren't a big threat, but they had to be stopped before they became one. They called themselves the Insecticons.

The night air was peaceful and still for once. An eerie silence settled over the city and the residents were almost afraid to even breath. The gang activity was quiet and no one dared go on the streets. The city itself had become a ghost town. A man smiled darkly as he looked at the streets below. He knew the city was on edge and terrified of what might happen. He knew, because he was the one that had brought the fear.

"Everything is going according to... your plans." A man said as he walked in the room. Megatron narrowed his eyes and looked over his shoulder at the door.

"You better have a good reason for interrupting my... pleasant mood Starscream." He growled angrily. The thinner man hesitated and cleared his throat.

"I um... the man that gave us information is here... again... you uh... wanted to see him." He muttered and looked over his shoulder. Megatron growled angrily and motioned for him to come in. The newcomer walked in as if he owned the palce.

"Megatron! It's so good to see you." He said as he smiled cockily. Megatron glared at the man and towered over him menacingly.

"You better have a good reason for being here Swindle." He seethed angrily through gritted teeth.

"Ah... yes... well... you asked... me to come." He muttered as he laughed nervously.

"If Chief Burns ever caught you here. I would no longer require your assistance." He said darkly and glanced at the far wall. The man followed his gaze and paled when he saw Soundwave standing there.

"I-I-I promise no one knows I'm here." He stuttered as he smiled nervously.

"How unfortunate for you." Megatron sneered as he smiled darkly and walked back to the window.

"The information you've provided in recent... how long has it been? A few months now. Hasn't been, how shall I put it?" He smirked and looked over his shoulder at him. "Useful." Swindle paled.

"What?" He asked nervously. "I-I-I don't just give information. I sell you things and find you what you want." He stuttered.

"Ah yes. But I have men for that and their prices are... more reasonable." He sneered as he looked at them.

"W-W-What are you saying?" He asked nervously. Megatron smiled wickedly and walked over to him.

"I'm saying that I no longer need nor require your help." He said seriously and some cons gathered into the room.

"Now you're m-m-making a big mistake." Swindle stuttered again. "I told you where to find Elita that was valuable information. I told you where they lived and about the raids." He said as the men grabbed him.

"I am aware of that. Once a dirty cop always a dirty cop. Or is it... a traitor. I have a feeling you've been working both sides. Depending on who has more money." Megatron seethed angrily and looked at his men.

"No wait! I know something else!" He yelled desperately. "I know the routes everyone takes!" He shouted.

"So does Soundwave." Megatron responded as he smiled wickedly and snapped his fingers.

"No! I'm not the rat! Someone else is! Give me time to find them!" He yelled as they drug him out of the room. Starscream watched quietly as he stood by the door.

"Starscream." The thin man jumped and looked to the other man. "I believe there was someone else that needed to speak with me." He muttered as he walked back to the window.

"Uh.... yes..." he mumbled and motioned for another man to come in. Knockout and Breakdown hesitantly walked into the room.

"Lord Megatron we have-"

"Save the theatrics Knockout." Megatron growled angrily without looking at him.

"Uh... yes well... we believe... I believe that there is a mutiny at play among your men. I have-" Megatron slammed his fists on the desk and growled at him as he glared darkly. The room was deathly still.

"You better have proof, because if this is a joke... it won't end well for you." He seethed angrily through gritted teeth.

"Well.... I uh... ahem...." Knockout muttered as he tried to stand up straighter. "Arachnid has formed a small group of people.... and I know they are planning to... over throw you." He muttered and looked at his toes.

"I am aware of the situation." He said seriously and stood up again as he faced the window. Knockout looked at his back in disbelief.

"But... I don't... why haven't-"

"Are you questioning me?" Megatron growled angrily and Starscream took a step back out of habit. Breakdown looked at his brother as he paled.

"N-No." He muttered and stepped back.

"Arachnid is acting like a child and I can handle whatever she has planned. You're dismissed." He said seriously.

"But-"

"Did you not hear me?" Megatron seethed as he turned and faced him. "I said dismissed." He snarled more firmly. The two brothers looked at each other then quietly slipped out. Starscream hesitated then followed after them. The room was silent for a few minutes then Megatron looked at Soundwave.

"You know what to do." He muttered and walked out a different door. Soundwave didn't respond and simply started typing as he set the plan in motion. Informing Shockwave to begin the construction.

~

A day later Arachnid and her followers were removed from the mafia by Soundwave. They were told if they ever came back or interfered with Megatron's plans, they would be removed from existence. She was furious that someone had ratted her out. They found their own hideout where they could make alternate plans. She still planned on taking over the city. Even if it meant getting rid of Megatron.

As they were planning she found out that Knockout had spoke with Megatron about her plan. She was furious and secretly summoned him to a meeting place. Knockout smiled cockily as he and Breakdown walked into the warehouse. Knockout told his brother to wait for a moment, and walked into another room where the queen was. She looked at him and glared angrily as he approached.

"You!" Arachnid screamed as she pointed at Knockout. He looked at her with confusion.

"You're the one that told Megatron! You told him my plans!" She yelled angrily as she approached. He hesitated and stepped back as his brother walked in.

"No. Why would I do that?" He asked trying not to be nervous. Breakdown narrowed his eyes and clenched his fists tightly as he walked over.

"Because you're a liar! You said you loved me, but you just want to be Megatron's lacky!" She screamed louder. Knockout shrunk a little as she raised her hand and slapped him hard. Breakdown growled angrily and grabbed her hand as she went to hit him again.

"Stop!" He yelled angrily. "Knockout didn't rat you out." He said sternly. She glared as the younger brother straightened up and moved out of the way.

"Then who did?" She hissed angrily. Breakdown hesitated and looked at the ground. It had been Knockout but he had to protect his brother. He always had to. He had promised to protect him no matter what.

"Me. It was me." He muttered and looked at her as he narrowed his eyes. She glared at him.

As quick as lightning she pulled out a dagger and plunged it into his heart. His eyes widened in shock. She pushed the blade all the way to the hilt and smiled wickedly. Breakdown made a strained gasped and she pulled the dagger out. Knockout stared in horror as his brother crumpled to the floor.

"No!!" Knockout yelled angrily and fell to his knees. "Breakdown!!" He cried. She set the bloody dagger against the younger brothers throat and he glared up at her.

"I knew it was you Knockout." She said darkly. "Don't do something like that again, understand?" She seethed. He just glared back as tears fell down his face. She snapped her fingers and walked off with her gang.

Knockout knelt there and stared at his brother in shock. Blood soaked his shirt and pooled on the ground. It was too late. His older brother and best friend, was gone. Forever. He buried his face in his brothers shirt as he sobbed uncontrollably. He didn't mean to get his brother killed. Now he was alone. He continued to sob quietly as he gripped his brothers shirt tightly. This was all his fault.

~

The police were called to the downtown area of the city. There was some heavy gang activity and they had to be stopped. Optimus hated going down there. The streets of Kaon were the most dangerous in the city. Going down there was suicide. But they had to as the gangs thickened and seemed to spread like an infectious disease. People had called begging the cops to at least tame the chaos. Everyone was afraid of Kaon.

Optimus looked at the streets and sighed forcefully as he jumped out with the others. The alleyways and streets were one big maze. There was a rumor that who ever built Kaon, was a mad man. There seemed to be hiding places, and secret passages everywhere. The gangs scattered throughout the maze like streets and disappeared once they saw the cops.

"I hate Kaon." Smokescreen muttered quietly as he glared at the alleys.

"It'll be fine Rookie. Just stay with your team." Ultra Magnus said seriously and took off.

The different teams quickly spread out and started catching the gang members. After about two hours, they had gathered everyone they could and hauled them away. It wasn't easy, but it wasn't hard. Optimus glanced at Magnus and furrowed his brow. Something didn't seem right. The cops all gathered back and they did a head count. Everyone was there except Smokescreen and a few others. They tried calling on the radio but only got static. Optimus looked at his partner again as he started to get worried. Ultra Magnus was about to say something when two shots ran through the streets.

The air was quiet, deadly silent and still. Optimus heard another shot and he took off running. Magnus called him back but he didn't listen. If his son was in danger he had to help him. He heard some other officers following to aid him. There was another shot and they ran through the maze to find the person or an officer. Optimus somehow got separated from the others and he heard another shot.

"Smokescreen!" He yelled as he turned the corner into another alley. He looked around but didn't see him. Footsteps echoed off the buildings and he turned around. He saw a man walking towards him from the fog. He narrowed his eyes as he tried to focus.

"Smokescreen?" Optimus asked quietly. The man lifted his arm and a gun shot rang through the alley.

The fathers eyes widened and his face twisted in pain. He stumbled until his back met the wall. He gasped in pain and slid to the ground. He tried to call for help and he clutched his side. Footsteps echoed towards him. Optimus looked up and his eyes narrowed as he saw who it was.

"Megatron......" he rasped weakly. The man crouched down and smiled wickedly. He pressed the barrel of his gun against his forehead. The father could feel the heat from the barrel.

"You're awful persistent Optimus." He growled angrily. "I should have killed you a long time ago." He sneered. The other man groaned weakly.

"Maybe if you had stopped, your wife would still be alive." He smirked and Optimus glared at him. "I probably would have let your son live too." He growled in annoyance.

"Don't..... touch.... him." Optimus seethed through gritted teeth. Megatron growled and set the gun just above his eyes.

"There's nothing you can do about it now." He seethed. The father glared at him as he pulled the trigger.

The gun clicked. Megatron frowned and looked at the gun, it was empty. Optimus smirked ever so slightly as he watched the man.

"What the..." the villian growled and checked it again. "Wasted all my bullets trying to hit that brat of yours." He muttered angrily. Optimus smirked again and they heard sirens. Megatron growled angrily and in annoyance.

"They can't save you anyway." He seethed as he stood up. "I'll let your children know what happened to you." He smiled wickedly and disappeared. Optimus glared after him then winced. He rested his head against the wall and closed his eyes. He didn't feel anymore pain, he felt calm and thought of his children. He felt a presences next to him.

"Dad?" Smokescreen whispered as he looked him over. "No no no no." Tears came to his eyes as he saw the blood. "Dad.... don't leave." He choked back a sob. Optimus slowly opened his eyes and smiled weakly.

"Smoke.......screen..." he rasped almost too quiet to hear.

"It's going to be okay dad." He said as his tears started to fall. "I'm not..... I'm not going to..... lose you." He whispered as he tried to stop the bleeding. His father winced and stiffened.

"I'm sorry, I'm so sorry." He sobbed as he gently applied pressure. Optimus grunted weakly and closed his eyes. "No no no no. Please stay awake. The ambulance is coming.... you'll be okay." He couldn't hold his tears back and they blurred his vision. His father slowly looked at him again and stared at him for a moment. He gently gripped his sons shoulder and smiled weakly.

"It's...... al.... right...." Optimus barely whispered. Smokescreen hung his head and sobbed.

"No..... Dad..... please don't leave." He begged. His father smiled sadly and brushed a tear away. He groaned weakly and closed his eyes as his hand dropped.

Smokescreen sat there for a moment then choked back a sob. He rested his head against his father's shoulder and cried. He hugged his father tightly and gripped his jacket, knuckles turning white. He felt his heart break as he hugged him. All the emotions inside him overpowering and overwhelming. He had to let it out somehow, so he screamed as he rocked back and forth. He continued to scream and cry as he rocked, even after the paramedics came.