AN: This is a re-upload of an old fic.


Optimus knew he should call for back-up. And he would, really he would, just as soon as he analysed the threat. He'd followed the vapour trail of a harrier's rapid descent into a sleepy industrial district on the outskirts of the city. Smoke rose from a lot sheltered by stacks of containers and a crumbling old warehouse. Starscream had damaged the building when he fell. Optimus was close enough to see the fires smouldering. He transformed to robot mode and crept forward with his axe drawn.

Dusk was falling. His shadow slid before him, long and distorted. He used the containers as a cover and edged closer to the crash site. He reached a corner and leaned out, his back to the metal.

Megatron had followed Starscream down. His back was to Optimus, and Starscream was somewhere beyond him – Optimus caught a glimpse of him sprawled amid wrecked and smouldering crates. He crouched, and brought a finger to his audio, ready to comm for help. He hesitated when Megatron spoke. His deep voice wasn't loud, but it resonated in the quiet evening.

"I expected a better landing of you, Starscream." He took a step closer to the fallen jet.

"Better without your help, my lord."

Optimus crouched lower, and used the scrubby foliage for cover. Megatron's cannon was still smoking. There was a white glow beyond him, and Starscream groaned.

"You'll have to do better than that, Mega-fool," Starscream grumbled. Optimus craned his neck and saw the seeker sitting up. Whole again, he flexed his claws and fanned his wings as though testing newly repaired parts.

"Is that the best insult you have for me?" Megatron sank to one knee. There was a sword in his hand, but he set it on the ground.

"Your fault," Starscream spat. "You must've knocked something loose..." He tapped the back of his helm and tilted his head.

Megatron's low chuckle filled the close silence. "You always had something loose in that processor, Starscream."

Starscream growled, but Megatron's laughter grew gentler. Optimus stilled his intakes and watched Megatron crawl forward. He prepared for the fire-fight. He wasn't prepared to see Starscream lie back on the wreckage and allow Megatron to cover him. Optimus frowned, sheathed his axe, and sank onto hands and knees. Carefully, he inched to the right, toward a closer container he could hide behind. When he next looked up, Megatron's face was inches from Starscream's, and their optics were locked. Megatron murmured something Optimus didn't hear, and then his lips were on Starscream's. The kiss was soft and slow, and Starscream's hands came up to knead Megatron's shoulder guards. A beat later they separated, and Starscream smiled a crooked, smug smile.

"Still got you wrapped around my servo," he said.

"So you think," Megatron replied. He dipped his head and kissed the seeker again, and this time the kiss stretched on, growing deeper and more sensual. Optimus felt deeply uncomfortable. He'd come expecting a showdown, and received a show. He was intruding on something intimate, and something completely unexpected. He'd thought these two were bitter enemies...

He sat on his heels in the lee of the container and tried to get more comfortable. He couldn't comm for back-up without the two Decepticons hearing, and he was doubtful he'd be able to escape without suffering the same. He would have to wait it out... He glanced out from behind his cover again.

Megatron and Starscream were twined together. The fires were going out, and night was falling. Optimus watched the glint of light across their plating as they moved. Megatron was between the seeker's legs, and Starscream's thighs were tight against Megatron's hips. They rocked together, and Optimus realised Megatron had his spike inside the seeker. The knowledge made the Prime's faceplates burn, but he didn't look away. Their hands slid and kneaded each other's armour, and Optimus watched the way Megatron's hands kept returning to Starscream's wings. Every time he touched there the seeker would sigh or shiver. Optimus never thought to see the Decepticon so vulnerable, so sweet. One of Megatron's hands lingered on the plane of a wing, while the other slid down Starscream's side to cup his aft and gently move him, making him keep to the rhythm Megatron set. Optimus heard the humming of their engines, every breathy sigh and rumbling moan. He heard the soft, wet sounds of Megatron's spike moving in and out of Starscream's valve. He swallowed thickly and stared. His spike pushed against his panel, and he was ashamed, ashamed of getting hot, ashamed of watching at all.

Just as he had made his mind up to creep away while the 'Cons were engaged, Starscream started to moan louder. Optimus ducked down low and watched the seeker's claws scrabble at Megatron's back, scratching, drawing energon. The old mech hissed and snapped his hips, then ground into Starscream hard and deep. Starscream arched and threw his head back, gasping silently. Optimus saw his frame go taut and his wings tremble and seem to shimmer. Megatron grunted and pressed Starscream down. When his overload had passed, the seeker sprawled beneath Megatron and let him rut. He stretched his arms above his head and wrapped his legs around Megatron's waist. Optimus was close enough to see the small scuffs his turbine heels left on the small of the warlord's back and the top of his aft. Megatron went harder on the seeker now - as if now Starscream was taken care of, Megatron could chase his own overload quickly. Starscream moaned and writhed, his engines thrumming and purring. He rocked his hips, pulling Megatron into him with his heels, encouraging the older mech's rhythm. Optimus saw their optics lock. His intakes stilled. Megatron thrust a few more times, all the while his gaze held Starscream's.

When Megatron came he snarled and held Starscream's helm. He crushed him to him in a deep, aggressive kiss - but Optimus thought it was aggression borne of simple need than from a fight for dominance. Megatron ground in slowly, circling his hips, and Optimus swore he could almost feel it... Starscream whined and thrashed beneath his leader, still clinging to him tightly. He might have overloaded again, Optimus wasn't sure. Megatron curled over the seeker's slim frame and covered him with his own, pinning his wrists and holding him down with his weight. Starscream slid his thrusters down Megatron's thighs and rolled his hips. The old mech moaned, his vocals a soft, deep purr.

Optimus wiped some condensation from his helm. Megatron and Starscream were kissing and slowly rocking. It looked like they were slowly gearing up for a second round.

Night had fallen completely, and Optimus dimmed his optics to remain unseen. it was dark enough for him to sneak away, if he was quiet and careful. He didn't think Megatron or Starscream would be checking their sensors - they were clearly busy.

He crawled back behind his cover and turned away. His systems were hot, but more than that his processor was reeling with the revelation he'd just witnessed - Megatron and Starscream, not just united but, as far as Optimus's optics told him, in love...? He cycled a deep sigh and wondered what this might mean for the Autobots. He wasn't sure even the Guard could take on Megatron and Starscream together, as a team. As soon as he was far enough away from the Decepticons and their tryst Optimus transformed and hit the road. He gunned his engine and tried to put as much distance between himself and the unlikely lovers as he could. Finally, when he felt it was safe, he opened up his comm-link.

"Ratchet, do you come in? It's Optimus. You'll never guess what just happened..."