The cube began to tilt dangerously in Red Alerts hands as he stared blearily at Prime. "You want me to what?"

"Red Alert, I've explained it nearly five times."

Ratchet entered and took one look at Red Alert before he exploded, "What are you still doing on your feet!"

Red Alert turned to stare at Ratchet, still holding the cube. Ratchet roared at the undiscerning Red Alert, who contemplated just shutting down and recharging on his feet.

"Red Alert, when was the last time you recharged?'

Red Alert strained to think about it, his CPU could be heard whirling away. "I-I don't know." He said at last, shrugging.

"Go get some rest." Ratchet snapped. Prime looked vaguely about to protest. Ratchet glared, making Prime wince.

0o0o0o0o0o0o0o0

Red Alert knew the fastest way to his room was by passing Bumblebee's room. He was doing so, when a small noise attracted his attention. Cautiously, he keyed in the code, and tensed as the door hissed open.

Bumblebee lay caught in a nightmare, as no one was their to wake Bumblebee up. Red Alert stepped in, forgetting about his own tiredness, and gently shook Bumblebee.

Bumblebee came awake with a start, his wide, blue optics looking at Red Alert with fear. Red Alert soothed softly, "Don't worry Bumblebee, it's just me."

Bumblebee whimpered softly as the youngling stretched out, seeking warmth and comfort. Red Alert gathered Bumblebee up in his arms, making a mental note to shoot whoever was supposed to be on duty.

Bumblebee clung to Red Alert tightly enough to make the security director wince, but he wasn't about to complain. Softly he rubbed Bumblebee's back, soothing down the scrambled CPU of the youngling. Bumblebee whispered, "They got everyone."

"Who did?"

"The decepticons. They sneaked aboard, and were trying to kill everyone." Bumblebee sniffled. "They got 'Hide, and Ratchet, and a whole lot of the others, even you."

Red Alert let Bumblebee talk, and then when Bumblebee was done, he said softly, "Now, now Bumblebee, you know very well that I wouldn't let anyone on board unless they were good right?"

"How can you tell?"

"Because I can." He said it as firmly as he possibly could, without sounding harsh. Bumblebee looked up at him, with energon tears welling up in his optics. Red Alert smiled slightly, "Don't worry. Besides, Prime would never let anything get too close, right? And Ironhide would blast away anything that comes near you without his express permission."

Bumblebee nodded as Red Alert listed off what each member of the Ark would do if anyone got close to Bumblebee. "Red, what would you do?"

Red Alert froze. What would he do indeed? "I'd sic my voices on them, so that they'd always chatter in their ears, pulling them down, making them become glitchy." He said at last, lost for a better answer.

Bumblebee giggled, and clasped Red Alerts hand. "Then stay with me and tell me what the voices are saying now!"

Red Alert winced. The voices were currently screaming in the voices of thoe long dead, pleading to him for him to save them…. Quickly he put his exhausted CPU to work, trying to figure wout what to say. Finally they fell upon a story. "A long time ago, in a city called Remnacon…"

0o0o0o0oo0o0o0o0

The twins quietly snuck back in, hoping that no one had noticed their four breem leave from Bumblebee's room. Sunstreaker stopped dead and whispered, "Our afts are screwed."

Sideswipe peeked over his brothers shoulder, and groaned softly also. "Though you have to admit, they look rather cute like that."

0o0o0o0o0o0o0

Prime wondered what the big fuss was about now. He hadn't been able to get the security codes from Red Alert like he wanted to, and now a very large crowd of mechs was gathering at Bumblebee's door, whispering and murmuring to each other. "What's going on?" He asked Inferno, also standing at the edge.

"I'm not sure. I can't get a path big enough, but from the sound of it, Red Alert and Bumblebee or something like that are together."

Prime sighed, and began forcing his way through the crowd. Inferno trotted right after him, in the tiny space that was left in his wake.

Red Alert was sitting on the recharge booth, leaning against the wall beside him. Bumblebee lay curled up in his lap, recharging soundly. In fact, both were recharging, except that Red Alert was muttering softly, his voice soothing and quieting. Inferno chuckled, as he moved past Prime.

Carefully he pried Bumblebee out of Red Alerts hands, and passed the youngling over to Prime. Prime took Bumblebee, a soft, happy feeling welling up inside his spark, as Inferno then picked up Red Alert. "I'm gong to take Red back to our room." Inferno said softly, chuckling.

Bumblebee stirred slightly, and turned in Primes hands. "Tell Red that it was a very good bedtime story, and I wanna hear the rest of it." Bumblebee called, before dropping back into a deep, peaceful recharge.

0o0o0o0o0o0o0o0o0

Inferno placed Red Alert down, feeling exhausted himself. He placed an auditory receptor to Red Alerts mouth, curious on what he was saying. "…and then the little bot looked up at the fearsome twins, smiling happily-"

Inferno laughed out loud. "You won't need Red Alert to continue with his story 'Bee, you are his story."