Megatron moved out of cover and dramatically spouted "Now, while they are distracted." preparing a missile from his fusion cannon and fired, destroying the frontal autocannon.

The Autobots were slack-jawed. The attack was a distraction. But what was that Megatron planning...

While his 'ancestor' smirked at the ploy. He often used such tactics to weaken and subvert Autobot defenses as he always had back then.

Waspinator and Terrorsaur then jumped in the hull, with the former firing at the exterior of the Axalon.

"We're breached!" Rhinox yelled out as the Axalon shook from the inside.

"Open the roof hatch!" Primal activated flight and met the breachers head on, firing his wrist cannon at Waspinator but he was knocked off by Terrorsaur firing at him.

"That's it, yess" Megatron barked his next order "Now, fall back!"

"Now he tells me!" Tarantulas yelled being swung around and being tossed off the cliff face by Dinobot.

"I don't know." Dinobot silently growled.

Airazor soon arrived.

"Too late, birdie. Too late." Vortex spouted.

"You're not leaving the party this early!" She proclaimed. Seeing Terrorsaur and Waspinator attempting to flee, she commented "Trouble with the neighbors again. Airazor- MAXIMIZE." and transformed firing her weapons at the retreating Predacons.

Seeing his comrades under fire and about to be boxed in by his enemies, Megatron readied another missile and fired, knocking Primal out of flight.

"Optimus!" She sensed her leader going down and tried to fly towards him, but Terrorsaur brandished his weapon at her and fired, taking Airazor out as well. The airborne Predacons cackle as they leave Maximal airspace.

Unlike Primal, Airazor was able to regain her flight pattern and grabbed the falling Primal just as he was about to crash to the ground.

"Need a lift, BigGuy?" Airazor snarked.

"Hehehe, birdie's got some snap to her speech." Breakdown commented.

"Airazor! You're hit!" Primal shouted, seeing one of her wings damaged.

"Drag... isn't it?" Airazor then cautiously lifted the wounded Primal back to the ground. Just as Cheetor and Dinobot chased off Scorponok and Tarantulas.

"Optimus!" Cheetor shouted, moving in towards his leader with the unconscious Airazor.

"Yeah...." Primal growled, struggling to stand up. "Airazor..." no response from the falcon Maximal.

Back inside, she was shoved in the repair chamber to start the process. "She took a bad hit. It will be days before repair is completed." Rhinox commented. He also added. "We've got another problem too-" but was cut off by Cheetor suffering from Energon oversaturation.

"Energon field build-up!" Cheetor barked while in pain.

"What the cheese?!" Rattrap soon felt it next. "We're... ahh! ...inside the base!"

"That's what I was trying to tell you!" Rhinox added while in-between suffering from oversaturation. "Beast Mode!" Everyone went to their beast forms. "The Predacons took our rectifier coil. Without it, the base is no longer energon shielded." the rhino Maximal clarified.

"Oh man! You mean we got to wear these fur coats day and night?" Rattrap asked.

"That could be a problem." Primal groused as if he believed that if things didn't get any worse, they certainly were now.

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