Here we are at Chapter 39. Now that the group will have to walk to Argus, let's see what happens along the way. I do not own RWBY or Transformers. They belong to their respective owners. Here's chapter 39. Enjoy.

Chapter 39: Cold Truth

Everyone forages around for supplies and anything that they can bring that won't weigh them down. With the train wrecked, they'll have no choice but to take the long way to Argus. Soundwave looks up to the sky, having Laserbeak fly up high to scan the area for potential threats.

"Oh, where's the relic?" he hears Ruby mutter as she looks around.

Soundwave scans the ground with his visor, finding the Relic of Knowledge buried beneath some snow. Sending out one of his tentacles, he drills through the snow and then pulls out the relic. He then hands it to Ruby.

"Oh, good job Soundwave. At least we still kept this safe," Ruby says.

Predaking digs through the snow to find a few bags of supplies for them.

Blake walks next to them, "Good fine, Predaking," Blake says as she picks one bag up.

Predaking picks up the other, "I was able to sniff them out through the snow," he says, but then glances over to see Megatron walking towards Yang. "It is a shame that he did not perish in the crash," he growls.

"Predaking, we can't worry about that right now. We need to collect ourselves and figure out what to do next before more Grimm show up. Please," Blake pleads.

Predaking glances between her and Megatron and eventually sighs, "Very well. For now, at least," he says.

Meanwhile, Yang tries to pull her motorcycle out of the snow, but is struggling to make progress.

"Allow me," Megatron offers and with his one hand, manages to pull the motorcycle out with little effort.

"Show off... Thanks," Yang replies.

"Are you alright?" Megatron asks.

"Why wouldn't I be alright? We're stranded out in the middle of nowhere with a wrecked train. We lost a part of our group. And now we have a defenseless old lady to look after!" Yang replies, getting agitated.

"I told you, my name is Maria Calavera, and I'm not defenseless! I'm just a little hard of hearing... and blind without my eyes... Which require some serious repairs... Alright, you got me there," Maria says before noticing Soundwave's visor. "Whoa, never seen eyes like those before. Who made those for you?" Maria asks.

"Soundwave doesn't really 'talk'," Blake says.

"Why not?" Maria asks.

"He doesn't say," Weiss replies.

The mention of this peeks Ruby's interest. She has always wondered why he doesn't speak unless it was through his visor or his actions.

"Maybe I could ask Megatron or Dreadwing about that," Ruby wonders.

"Okay, back on track; what are we supposed to do now?" Yang complains.

"Yang, there's no use complaining about our current situation," Megatron says.

"Our current situation that could have very well been your doing, Megatron!" Predaking accuses him.

"I had nothing to do with this and you know it, Predaking. The Grimm wear drawn to us by the panic of the passengers, but also to the Relic of Knowledge. Ozpin said so himself," Megatron retorts.

"Megatron's right. We need to talk about that. I thought Ozpin was going to be straight with us from now on," Yang says.

Oscar stops helping Maria to address them, "Yeah, it's about time we got some answers," he says and lets Ozpin take control. "I did not lie to you," Ozpin defends himself.

"Maybe, but you refused to reveal everything about the Relic to us, including the fact that it draws the Grimm towards it. Such a reckless action put Lady Weiss in danger!" Dreadwing argues.

"Ozpin, we demand to know why you kept this crucial piece of information from us," Megatron demands.

Ozpin sighs, "It is true that the Grimm are drawn to the relics. It's faint, but undeniable. I believe it has something to do with their origin, though I am not entirely sure. Regardless, I felt that knowing this would only bring more anxiety and worry to you all. I was only trying to look out for you," Ozpin explains.

"I too once listened to someone who claimed to be thinking of my best interests. That became my greatest mistake," Predaking argues, glaring at Megatron, who stands firm.

"What about Lionheart? Was it in everyone's best interest that they didn't know the truth about what he did?" Yang asks.

"Yes, as a matter of fact!" Ozpin retorts and begins to walk away, with the others following him. "I thought the people of Mistral deserved better than the truth, and I thought that Lionheart deserved to be remembered for all the decades he spent fighting for Remnant and not the unfortunate choices he made during his final days," Ozpin explains.

"Unfortunate choices?! He got people killed so he could keep on living!" Yang yells.

"Yang!" Megatron stops her, and everyone stops. "Do you condone Lionheart's last actions, Ozpin?" Megatron asks.

"No, I do not. I won't argue against you in that regard, but he wasn't always like that. You didn't know him, not like I did," Ozpin says.

"Yang, I do not agree with Lionheart's actions, and I am still angry with Ozpin keeping secrets from us, but... I do understand why he did so," Megatron says.

"You... what?" Ruby asks.

"I have kept many secrets from my allies. In some cases, it may have been for them, but in reality, it was only for myself. As Predaking has previously stated, I kept secrets from him, and that proved to be a terrible mistake on my end. Another sign of my failure as a leader. I don't agree with your actions, Ozpin, but I can't exactly argue against them, not when I have done the same thing. That would simply make me a hypocrite," Megatron explains.

"Megatron," Yang mutters in slight disbelief.

"Yes, not when I am still keeping something so crucial about my past from Yang," Megatron mentally notes.

"Professor Ozpin, keeping secrets from your allies will only lead to our side's destruction from within. You can't work together cohesively if you do not trust one another. I failed to learn this lesson until it was far too late. Please, do not make the same mistakes as I once did," Megatron asks.

Ozpin glances away in thought, "I appreciate your council, Megatron. I... it wasn't always like this. I did trust my allies more openly in the past, but... Lionheart was not the first to betray me. I have lived many lives, and in some of those lives, people I considered to be my allies, my friends, betrayed me. And that costed me dearly in the battle against Salem. I became more cautious, though it was not by choice, but by circumstance. There are reasons why I keep the secrets that I ke-… where's the relic?" Ozpin asks as he notices it's not in his possession.

"Right here," Ruby shows it in her hands. "It got buried in the snow from the crash, but Soundwave," she says.

"Please, allow me to take it, Ruby," Ozpin asks.

However, Ruby holds the relic tighter, "So, all that talk about having faith in humanity. That was just for us?" Ruby asks.

Ozpin sighs, "No, Miss Rose, that wasn't my intention. It's just that the relic is a very important item. I have been protecting them for a long time and I feel that it is my burden to bear," Ozpin says.

"...Ruby Rose... Possession... Sadly, the three questions have already been used up this century. It won't answer anymore," Soundwave says through a recording of Ozpin with his visor.

"Soundwave's right. You said that the relic can answer three questions every one hundred years, but they were already used up. So, what difference does it make who carries it?" Dreadwing says.

"Please, I need you to-," Ozpin begins, but suddenly freezes in place and looks like he's trying to move.

"Professor Ozpin?" Ruby wonders.

"...Hurry... He's trying... to stop you," the voice of Oscar says.

"Wait, Oscar?" Blake asks.

"He's trying to... prevent you... from finding out what he's... hiding," Oscar says as he fights against Ozpin internally and falls onto his hands and knees. Everyone gets defensive as they stand protectively around Ruby and the relic. "Her name... is Jinn. Say her name... to summon her," Oscar pleads.

"Her name?" Ruby wonders and then stares at the relic. "...Jinn," she utters.

As soon as she said that name, the snow falling around them suddenly freezes in mid-air. Everyone gets concerned as blue mist pours out from the lamp, causing Ruby to freak out and drop it. It floats up in the air as the mist comes out and forms into a blue woman with dark blue hair and gold chains around her body. The woman stretches her limbs.

"Ah, much better. So tell me, what knowledge do you seek?" the woman asks.

"What are you?" Megatron asks, standing in front of Yang.

"I am Jinn, the spirit that inherits the Relic of Knowledge. I was created by the Gods to assist humanity in its pursuit of knowledge. I know of every event that has transpired on this world, of every living being that inhabits it... except for the five of you," Jinn says as she looks at the five former cybertronians.

"Wait, what do you mean?" Yang asks.

"As I said before, any being born on this world, human, Faunus, or otherwise, I know about. But you five, and a few others, I contain no knowledge about. This can only be because of two possible reasons. One: I'm getting sloppy in my duties, which is highly unlikely. Or two... you weren't born on Remnant, were you," Jinn figures it out, causing Megatron to widen his eyes.

"What... what does she mean, Megatron?" Yang asks.

Megatron clenches his fist before relaxing, "I had a feeling that this day would come, but I did not believe it would come so soon," he says and faces her. "Yang, I told you about my past. About all the past sins I've committed, and all the mistakes I've made. But there is one critical fact that I did not tell you," he admits.

"Megatron, what are you talking about?" Yang gets worried.

"Yang, when I said that I was responsible for the deaths of so many of my people, how many did you think I was responsible for?" Megatron asks.

"Well, it was a village outside the kingdoms, so maybe a few tens? Was it a couple hundred?" Yang asks, but Megatron shakes his head with a sad look on his face. Yang gets scared now, "Megatron... how many did you kill?" she asks hesitantly.

"...Millions. I was responsible for the deaths of millions... Because I am not from Remnant. I never was," Megatron confesses.

"What?" Ruby asks as she glances at Soundwave and Laserbeak.

"Megatron, this isn't funny," Yang retorts.

"Believe me, I wish it was not true, but it is. Optimus, I know you're there. Come out now," Megatron says.

Jinn looks around as she feels a change in the air again, as does everyone else. Blue particles form in the air, fusing together into a bright light that temporarily blinds everyone. When the light dims, they look to see a translucent light blue robot standing before them, with bright blue eyes.

"What... Just What?" Yang mutters.

"So, you can do that now? You couldn't before?" Megatron notes.

"This is an important time for you, old friend. I thought it best to take this form for it," Optimus says.

"Megatron, who, or WHAT, is that?" Weiss asks.

"This is Optimus Prime, the being I once called friend, enemy, and brother. The one that saved my home and my people," Megatron introduces him.

"But, Megatron, you said he died saving your home!" Yang notes.

"He did, he became one with the Allspark and merged with the spark of Primus. But somehow, his spark maintained its individuality and sent me to this world," Megatron says.

"This world?" Blake wonders.

"The truth is that I, Soundwave, Laserbeak, Dreadwing, and Predaking... we were not always human or Faunus or animal. More importantly, we are not from this world. We come from another world millions of light years away called... Cybertron. A world far more technologically advanced than yours. A world that was consumed by eons of civil war. A war that I started," Megatron says.

Optimus Prime raises his right hand, conjuring up an image of Cybertron, and then images of those that inhabit it.

"After the war ended and life returned to Cybertron, I learned of your world and of the darkness that seeks to consume it. I sought out those that I believed could help protect it, and I chose Megatron, Soundwave, Laserbeak, Dreadwing, and Predaking. This world would not be ready for them if they came in their original forms, so I transformed them into the beings standing before you now. I also did so as a way so they could better understand what it means to be human, or Faunus in Predaking's case. I gave them the task of protecting this world, and protecting the four members of Team RWBY, because I believe that the four of you will be key in saving it. Each one of them had their own reasons for coming here. Protecting their people's future, saving the soul of a sibling, and redemption for past actions. Since coming to Remnant, they have all learned so much from this world and from all of you. Things I once learned myself a long time ago," Optimus explains.

"So, you're saying you're aliens from outer space?" Weiss asks, having a hard time believing all of this.

"It is true, Milady. We were not always human. Optimus Prime tasked me with protecting you and this world. He promised me that if I completed this mission, he would save the spark of my departed twin, Skyquake. When one of our kind dies, their spark becomes one with the Allspark, and may rest in peace. But after my brother's death, his body and spark were desecrated by that scoundrel, Starscream, and he became an undead warrior consumed by dark energon, the anti-spark," Dreadwing says.

"Energon?" Blake asks.

"Energon is the lifeblood of our race; the same as the blood that flows through your veins. The two main forms are normal energon, and dark energon. I once told you Yang about the deity known as Unicron, the Chaos Bringer. Dark energon is born from his anti-spark. It is a dark and corrupted power. One that I once tried to use myself during the war. Another one of my many mistakes," Megatron explains.

"Until the dark substance was expelled from your body and you were free from his madness," Optimus says.

Megatron moves his clothes, exposing the impalement wound on his chest that Yang once saw.

"This wound was given to me by one of Optimus Prime's allies during the final days of the war. It was a wound that ended my life," Megatron admits, making Yang gasp. "I should've become one with the Allspark, but because I had dark energon flowing through my veins, I was brought back to life by Unicron, and made into his slave. He took control of my body and sought to destroy Cybertron and the Allspark. But, it was Optimus Prime who saved me and freed me from Unicron's control. While he had me under his grasp, he forced me to endure endless torment, having every part of my being oppressed. It was through that torture that I realized what a fool I was. I finally learned the true meaning of oppression, and thus lost my taste for it. I never wanted to be that kind of being ever again. But I knew that if I stayed, only more chaos would continue... so I went into self-imposed exile, so that Cybertron would be safe and could be alive and peaceful again. And that is thanks to Optimus Prime," Megatron explains.

Yang looks to the Prime, "Is all that true?" she asks.

Optimus nods, "It is. I have always believed that every sentient being possesses the capacity for change. Including Megatron, as he showed me on that day when he left Cybertron. Who he was then, Yang Xiao Long, is not who he has become now," he says.

Yang looks back at Megatron, "Why didn't you tell me something so important?" she asks.

"Would you have believed me if I told you?" Megatron replies.

Honestly, Yang has to admit that she wouldn't. But after having so many people keep so many secrets from her, she doesn't know what to think right now.

Ruby steps up, "Megatron, what about Soundwave and Laserbeak?" she asks.

"Soundwave and Laserbeak served me during the war. And yes, they took many lives, but any lives they did take were under my command, under my auspices. So I take responsibility for those lives as well. The same goes for Dreadwing. Predaking was born during the last period of the war. He never really killed anyone back home except for a small number of my soldiers when he learned the truth about how I betrayed him, so those lost lives are part of my burden as well," Megatron says.

"I don't need any favors from you, betrayer!" Predaking yells.

"They are here not because of me, but for their own goals. Yang... ever since meeting you, I have learned so much. I learned the meaning of being human. I learned the importance of fighting for what is right. I learned the importance of family, and protecting those you care about," he says and kneels before her. "I know that I don't deserve redemption. More importantly, I know I don't deserve your friendship and your trust, but I made a promise that I would always be by your side and help you in any way I could. So I ask you: will you still allow me to accompany you on your journey?" he asks.

Yang is unsure of what to do. Knowing how many people Megatron has killed makes her want nothing to do with him. But... she also remembers all the times he helped her. All the things he did for her sake. She just doesn't know what to do.

"Yang..." she looks to her sister. "I haven't known Megatron as long as you have, but I think that if someone like that can change and become good, then I think they deserve a chance. Yeah, he did a lot of bad stuff in the past, but he's been trying to fix that. I think that means something," Ruby says.

"I don't trust him, but honestly I've known people that are far more conniving than him. Besides, better that he stays with us so we can keep an eye on him," Weiss adds.

Yang then looks to Blake, "I trust you Yang... Do whatever you feel is right. I'll support you all the way," Blake says.

After hearing their opinions, Yang looks back to Megatron, if I were to tell you to leave, would you do it?" Yang asks.

Though Megatron looks saddened by this, he nods his head, "If that is what you wish," he replies.

"Well... I guess you'll just have to stay then," Yang decides, shocking Megatron. "I'm angry with you. Beyond angry that you kept this kind of secret from me. But honestly, I wouldn't have believed you if you said anything anyway, so I sort of get it. You are a monster, but then that would make me one too. I never killed people, nor a lot of them either, but I did hurt someone I care about once," Yang says as she looks back at Ruby. "I will always regret what I did, and I will always try to make up for it. We've both made big mistakes, but we'll fix them together," Yang says.

Megatron is shocked to hear those words. So shocked that a tear falls out from his eye. Yang sits down in front of him and wipes the tear away while Megatron's expression remains frozen.

"Yang, I... I do not know what to say," Megatron mutters.

"Just say that you'll keep your promise. That's enough for me," Yang replies.

"I will. With all that I am and for as long as my spark still shines," Megatron replies. The pair stand up and Megatron faces Optimus. "Thank you, Optimus. I can handle the explanations from here," he says.

"Until we meet again, old friend," Optimus says and vanishes from their eyes.

"That was a little freaky," Ruby notes.

"You have a lot of explaining to do," Yang notes.

"I will tell you whatever you wish, but that must be another time. Now then," Megatron replies and turns to Oscar. "Now then, where were we? Oh yes, I remember. We were about to find out what you were hiding from us, Ozpin," Megatron says.

"Please, that is enough. Just leave it be," Ozpin says, back in control.

"Well, first beings from other worlds, and now people from the past. Today sure has been interesting. Wouldn't you say so, old man?" Jinn says.

"Megatron, please..." Ozpin pleads.

"Jinn. I'd ask you what Ozpin is hiding, but all the questions for this era have already been answered," Megatron says.

"Actually, that is incorrect. I am still able to answer to more questions this turn," Jinn says, causing most of the group to glare at Ozpin for keeping another secret from them.

"If that is the case, then I have a question for you," Megatron says.

"Please, don't do this!" Ozpin yells.

Soundwave moves in and uses his tentacles to bind his arms and keep him down.

"Hey, wait-," Qrow begins, only for Megatron and Dreadwing to aim their cannons at him. Qrow eventually raises his hands in surrender. "If you truly think this is the right call... then go for it, Megatron," Qrow concedes.

Megatron faces Jinn again, "Jinn, tell me this: What is Ozpin hiding from us?" he asks.

"NOOOOO!" Ozpin yells in vain.

Suddenly everything goes white around Megatron and Yang.

"What the Hell?" Yang gasps as she looks around.

"What source of sorcery is this?!" Megatron looks around.

"Blake! Ruby!" Yang yells, but then they are replaced by Weiss and Dreadwing.

"Are you alright, Lady Weiss?" he asks.

"I'm fine, but what's going on?" Weiss wonders.

Then, Ruby, Soundwave and Laserbeak take their place.

"And I thought gaining the ability to speak was strange," Laserbeak notes.

"Weiss! Yang!" Ruby calls out.

A moment later, Blake and Predaking take their place as well, "What is this place?" Predaking growls.

"I don't know, Predaking. Yang, where are you?!" Blake calls out.

"...There once stood a lone castle..." Jinn's voice calls out as a large castle forms behind them. "...With it, sat a tall tower..." she continues as Ruby, Soundwave, and Laserbeak take their place in a room. "...With a lonely woman inside..." now Yang and Megatron walk up to the back of the woman, who turns and faces their direction. "...Named... Salem..."

And that's the chapter. The gang finally learn the truth about the cybertronians' origins, but that isn't all they're about to learn. What secrets has Ozpin been keeping from them? What more will Yang learn about Megatron in the future? Until then, please Read and Review.