Author's Note/Disclaimer: I don't own Transformers; I just like screwing around in their world with fanfic. Please don't sue!

Whelp… I wanted to write a fic about how Knock Out and Breakdown first met, and this is what I came up with. Forgive me if it sucks, I'm kinda screwing around with G1 and Prime here, mostly just trying to adapt a few G1 characters into the Prime continuity that haven't shown up in the cartoon yet. I haven't even finished plotting out the actual story. This prologue jumped into my head almost fully formed, so I had to write it down. It's the first thing I've written and been happy with in about 3 years. Stupid writers block. And things. Whatever. On with the story!

"Grounded"
By Skylark Starflower
Started June 14th, 2012

Prologue

He clenched and unclenched his servos, feeling the unfamiliar sensation of the joints catching. The damage wasn't enough to hinder him in his work; Cybertronian medics didn't rely upon the deftness of their digits the way humans did, but it was still irritating.

He tried not to think of the myriad scratches, chips and dents decorating his finish since the incident in New York, but it was difficult. You never really notice how many reflective surfaces there are surrounding you until you no longer wish to see yourself in them.

Being in such a state was driving him mad, but there was little he could do to fix it. Breakdown was the one with the buffer skills, and without him, he couldn't even reach all his parts. No one else on the Nemesis could or would help him. Without Breakdown he was completely on his own.

Breakdown. Knock Out couldn't stand to even hear that name anymore. Things weren't so bad now as they had been several cycles ago, when he had been unable to function at all from the sorrow. Even Lord Megatron had let him be, but he wasn't fooling himself. There was no concern for his welfare in Megatron's gesture, only the desire to keep his medic alive for as long as he needed him.

His servos were starting to tremble, as they always seemed to do when he started thinking about his lost partner. The frustration and loss he had been repressing over the last few cycles continued to build until the rage finally boiled over. He let out a furious scream, grabbed the nearest object that wasn't nailed down and threw it across the room as hard as he could, where it shattered again the wall. Several more unlucky tools followed suit as he tore his med bay apart, mad with grief. He only stopped when an ill-fated Eradicon entered the room and nervously announced his presence.

"Uh… Knock Out, sir?"

"What?" Knock Out snarled, turning to the face the 'bot.

The Eradicon backed away, deciding in that short moment that whatever he wanted, it wasn't worth dealing with Knock Out's hostility. "Um, nothing. Never mind," he replied, and beat a hasty retreat.

At least the interruption had served to calm the red medic somewhat and he stood, still shaking, in the middle of his med bay. He took a quick survey of the damage caused; a vast majority of his tools now lay scattered, some broken, across the floor. It wasn't just his finish he preferred to keep impeccable and now the mess was yet another thing preying on his mind.

He continued to stare at the disaster for several seconds more before letting out a derisive snort and leaving the med bay. Moving quickly, his mind filled with a single purpose, he headed to the Nemesis' ground bridge. Luckily for him, there was no one around to stop him as he set the coordinates and activated it. Transforming into vehicle mode, he revved his engine and shot through.

The feeling of asphalt beneath his wheels had the effect he was hoping for. Though not returning him fully to good humour, it did make him feel better. It would be perfect if Breakdown were there, driving by his side.

Knock Out revved his engine angrily, speeding up. He was here to distract himself from such disheartening thoughts. Concentrate on the speed, concentrate on taking the turns, feel the wind as you cut through the air, bending it around your body. Forget everything else. Knock Out was so distracted by his driving, he failed to notice the tail he picked up until it was right behind him. By then, it was too late.

Arcee transformed into robot mode, using her momentum to propel herself forward through the air and onto his roof. "What's Megatron got you out looking for now?" she demanded.

"Nothing! Get off!"

He swerved, attempting to shake her loose. It didn't work; instead, she leapt free and changed back into her vehicle mode before ramming into his side, attempting to run him off the road and force him into robot mode. Instead of allowing her to overpower him, he shifted into robot mode to deftly sidestep her next attack, so that it was she who ended up in the dirt.

"I don't want to fight, so just leave me alone!"

Arcee ignored him and once more changed into robot mode before turning to charge him. He rolled his optics in exasperation and prepared to meet her head on. He had learned from previous experience that, while smaller, she was faster and could still deliver a heavy hit. He had a hell of a time dodging her attacks as they came, fast and furious.

She couldn't keep it up forever, and soon she backed off, and the two began to circle each other slowly, looking for an opening.

"Primus, you look awful," Arcee said after getting a good look at him. "Still haven't gotten a chance to clean up since catching that train?" Knock Out's expression darkened, but he didn't move to attack, so she continued to bait him. "Where's that big blue bozo you're partnered with?"

Arcee had no idea about Breakdown's fate, so Knock Out's reaction came as a surprise to her. The Decepticon froze, a stunned look flashing across his features before the pain and anger took over. He let out a wounded, scornful shriek unlike anything she had ever heard before and attacked, totally losing it. The Autobot female wasted no time in taking advantage of his loss of control and soon had him on the ground and at her mercy. She hesitated, unsure of what to do with him.

"What are you waiting for? Just do it, put me out of my misery!"

The suffering in his voice took Arcee aback. "What the scrap is wrong with you?" she growled. She wasn't planning on snuffing his spark, especially since she was beginning to recognize his behaviour. It was reminding her very much of how she had acted after the losses of both Tailgate and Cliffjumper. She wasn't certain what was bothering Knock Out, but she was quick on the uptake and could hazard an educated guess. "Did something happen to -?"

"He's dead!" Knock Out's voice broke as he interrupted the femme-bot. "That… that pit-be-damned spider tore him apart!"

Arcee immediately retracted her weapons and stood back, allowing the red medic to sit up as he buried his face in his servos. She surprised herself yet again as she realised just how much she pitied him at that moment. Primus, she thought, he's grieving. He actually misses his friend.

She understood what he was going through, having herself lost a partner to Airachnid. She thought it might make him feel better to know that the spider was currently in stasis lock at the Autobot base, but decided not to tell him. They didn't need to have him trying to locate the base just so he could exact revenge, as much as Arcee could understand the sentiment.

Not really sure what to do, she began to pace. She had to wonder if there was something seriously wrong with her, given that she really wanted to do something to comfort him. The answer was obvious; she could hear Optimus' voice in her head, saying something schmaltzy about comfort and understanding being the right of all sentient beings.

With a sigh, she walked to his side and gently placed her servo on his shoulder. He jumped before looking up at her, his face smudged with tears.

"You look like you could use someone to talk to."

Knock Out became somewhat petulant as he wiped at his optics. "What would you know?"

"I got to watch as Airachnid tore my partner apart back on Cybertron. Despite what you may think, we have some common ground… and fragged if you don't seem like you could use a friend right now."

Knock Out continued to sulk in silence for several moments, considering what Arcee said. He let out a sardonic chuckle. "It's pretty pathetic when I have to look for sympathy from an Autobot."

"Why? Don't the other Decepticons care?"

Knock Out snorted. "Breakdown was the only one who really gave a damn about me."

"If life with the other Decepticons is so bad, then why don't you leave? I'm sure Optimus would be willing to take you in." Against all better judgment, she added mentally.

Knock Out stared at her in silence before bursting out laughing. Arcee's expression was unamused. "I'll let that go because I understand where it's coming from."

Once he got himself under control, Knock Out replied. "Seriously, you know as well as I do that it would never work. I am what I am, and the only place where I really fit is gone now."

"You and Breakdown were really close, huh?"

The Decepticon sighed. "I … loved that big, dumb brute."

"Oh…"

"Do you think it strange?"

She shook her head. "Not really. I just wouldn't figure Breakdown to be your type."

A wistful smile played across Knock Out's face. "Yeah, me neither. How we met… well, it's a strange story."

"Tell me about it?"

"It's a bit long. You sure?"

"Believe me, I've got the time."