Night Life: A Transformers Saga

by GalviesGirl

Two teenage girls find themselves in the care of the Autobots after Megatron destroys all organic life on Earth except for what lay beneath Autobot City's force field. This begins their struggle as the last humans in existence. The Autobots want to protect them, the Decepticons want to own them and they just want the chance to live.

1. Chapter 1

Preface

Earth. 1992.

St. Bernard Orphanage for Girls. St. Hilary, Oregon

12:35AM

"I thought about it...a lot. What she might look like, how she would smell, what it would feel like," she folded her arms beneath her knotted hair and gazed into the cracked ceiling and sighed, " you know.. . be safe. Sound nuts?"

"Not to me. I don't know. I can't remember much but...I smell him sometimes. Like when Father Charles walks by...I can remem- I recognize his scent. It was the cologne he wore. Reminds me of his face. Not the way he looked or anything but, just the way his scruff would sting my cheek when he hugged me. Weird, I know by every once in a while, someone will walk by and...I think he wore Old Spice or something...and I'll just miss that sting. Like the sting of sandpaper or something. I don't know. You're not nuts, that's for sure."

"Maybe we're both nuts?"

"I doubt we're the only ones here that feel that way."

The moment the sun disappeared behind the mountains, the two girls' whispers filled the hollow halls of the orphanage every night. The others didn't seem to mind. They felt their pain and confusion. Knowing only too well their feelings of abandonment and isolation, the girls tried to deter their focus from their misfortune to fantasies of dragons and ruling a country. Most of the children listened attentively while pretending to be asleep, dreams swirling around in their minds and filling their hearts with hope.

Sydney Goodfellow, a lanky girl whose will had grown strong under the watchful hand of the headmistress, was left in a basket on the doorstep of the orphanage. Her entire life was spent doing odd jobs around the grounds and was looked down upon by the rest for being one of the "unwanteds", working tirelessly to the advantage of the tyrannous Ms. Maul. Her only friend, Drew Overstreet, arrived at the orphanage three days after her fifth birthday. Her parents were both victims of the epic and strange war that raged far away that was said by the media to foreshadow the apocalypse. The catholic monastery was filling up quickly with many like her. She had no other family and who her parents were had baffled the clergy because she was also left on the doorstep. Her wounds signaled what they had seen so many times before in victims of the war. Instantly, the girls became fast friends. They had an equal affection for getting into trouble.

Tonight, the girls couldn't help but fantasize about their parents. Usually, a forbidden subject, they didn't care. Tonight was a night that would spawn a dream they could never imagine. A dream that lived inside of the both of them, just below the surface, beneath their imagination.

Chapter One - Saved

Earth. Mount St. Hillary.

2:12AM

Gentle sounds of rainwater slipping down the smooth mountainside, native insects keeping routine and the distinct scent of moonlit darkness laid like a blanket over Mount St. Hilary. This night had a voice. This night where, at its genesis, lightning bugs lit the mountain side like vapors and the cool breeze tickled the fresh edges of hungry blades of grass. This night had a purr to it, a heartbeat beneath its calm. This night whispered it's song like a solemn hymn of praise to its own existence. Then, all was broken.

The Noise. Explosions and other thundering crashes filled the night's lungs. Flashes in the distance illuminated the wind, a growing toxic mixture of smoke and flames. The mountain itself seemed to choke as Drew and Sydney raced down the mountain side, the noise deafening any natural sound.

As they slid down the loose rock to the bottom, leading to an expanse of rolling green grass, the mountain shattered behind them in a colossal explosion. The two girls were catapulted through the air like paper. Sydney disappeared into the dense foliage of a nearby tree while Drew rolled along a path of grass onto the beach of a silvery smooth pond mirroring the destruction. She lay in shock for a moment then looked up to find Sydney's twisted body caught in the limbs of the tree. She sighed in exhaustion, relieved. Then, she heard a rustle of leaves and a slight crack. She found her again just as the limbs bent under her weight. Drew screamed as her friend was tossed from limb to limb finally plummeting heavily to the grass. Sydney landed with a rustling thud and laid motionless while Drew succumbed to overwhelming fatigue.

Optimus Prime searched through the debris outside the force-field trying to salvage what remained of the world outside Autobot City. He sifted through huge chunks of concrete and metal, tossing flaming husks of automobiles aside like trash, ripping into abandoned houses like butter to no avail. Something was in his demeanor, a thing that drove him tirelessly to search, to find. His comrades saw this and wished they could have what he had. Hope.

After his mortal enemy, Megatron, dropped a bomb that killed all organic life on Earth, the leader of the Autobots made it his mission to preserve life wherever he could find it. Optimus knew that very few organic life forms would've survived the war with the Decepticons, but he was determined to find any still living life and try to rebuild the planet for which he felt so much affection.

"Optimus!" Hot Rod pointed out to the distant field within their dome of protection. He magnified the image and could see Drew desperately but exhaustively trying to revive her friend. "Over here!" Hot Rod motioned for Optimus then pointed to the girls. Optimus stood up straight, found the girls and laughed.

"Good job, Hot Rod. Let's go." Optimus laid a heavy hand on Hot Rod's shoulder and shook him affectionately. They dropped the debris, transformed and headed over to the tree.

Drew could hear the roar of engines coming closer. She grabbed Sydney's body and tried to lift her. Drew's ankle was crushed and sent shards of razor sharp pain up to her hip. She turned to see a big rig truck and a red sports car approaching. She squinted to see better, blood trickling from her forehead. Suddenly and swiftly, the cars jumped into the air and landed as robots running straight at her. The same robots that caused the explosions. Then she remembered. They were also the robots whose war killed her parents. When Optimus began to approach her, she succumbed to panic and fainted. He caught her gently before she could hit the ground.

"They're alive! They must have been in here when the bomb went off." Hot Rod leaned over Optimus' shoulder as he inspected Drew.

"They are young and badly hurt. We'll take them to Autobot City. Perhaps Ratchet can help them." Optimus cradled Drew unconscious in his arms staring at her as he walked down the hill.

Hot Rod crept up on Sydney lying twisted and motionless in the grass. He had never seen anything like her. Urgency came over him and he grabbed her quickly and transformed into car mode. He sped back to the city where Ratchet was standing out front of the Ark waiting for him.

Earth. 1984

Tallahassee, FL. Overstreet Home.

The dark had fallen on the town. It was the witching hour. Most people were asleep at this time, but Drew couldn't sleep. She was being plagued with terrible dreams that she couldn't understand. The tortured child sat in her bed and stared up into the stars through her window. She was afraid to sleep. She lived in a very small town but there was a lot happening. Drew didn't know why the town was so important; she was only four years old. She couldn't comprehend why her parents sat and watched the news each hour so attentively. Why there was so much fear in their eyes and why the television screams every time they watch it. Her parents were acting strangely also. She found a gun sitting on the table a few days ago. Even though she was young, she knew about guns. A lot of fighting had gone on outside of their town and once Drew saw the large wall circling the city's outer limits.

The dark comforted Drew. No screaming television, no fighting parents, and no commotion. Her pink night-light shined brightly and she held her blanket lightly, feeling safe.

A bright light appeared outside. A pretty, yellow light. Excitedly, Drew jumped out of bed and gawked out her window smiling with childish delight. Not knowing what it was or where it came from, the beauty intrigued her. Then a loud crash came and the smile instantly fell from her face replaced with an expression of fear. She could hear loud screaming, rumbling and shooting. Her bedroom door flew open; her father ran in and snatched her from the window ledge. She didn't know what was going on but she knew it was bad because her mother was screaming and her father was yelling.

The house was shaking violently as things fell from the shelves and crashed on the floor. The gun shots were louder than before then an explosion tore through the house. Smoke and debris was instantly everywhere as the family screamed. After they ran out of the falling house, they found themselves in the midst of a war zone and enveloped in the overpowering stench of death.

Suddenly, her father screamed and fell over. Her mother wailed as Drew squirmed out from underneath her father's heavy body. When she saw her mother violently weeping on her father's seared back, she knew what had happened. Her mother looked up at her daughter and extended her shaking hand. Drew felt strange, amidst the chaos and death, she felt she had nothing to fear. She held her mother calmly as she cried. Drew looked at her mother's face. Blood smeared across her pale cheek and sprayed across her white nightgown. She gazed down at her father realizing he was dead. She fell on his body weeping, feeling the worst pain she had ever known.

Then they heard what sounded like a series of interrupted earthquakes. Drew looked up from her father and saw the biggest, most overpowering thing she had ever seen. It looked like a sky scraping person made of metal. Its red eyes gleamed devilishly and a smile came across its lips. It was a large gray robot with a cavernous gun attached to its right arm. It spoke loudly to her but she couldn't understand. Its laughter mixed with the booming guns, the screaming and the explosions all around her. He lowered the gun to her and her mother. A wave of terror came over her and she yelled at her mother, trying to warn her but she couldn't hear her. Drew tried to pull her mother away but she wouldn't leave her husband's corpse.

Then someone picked Drew up and ran. She tried to fight back but the person's grasp was too tight. She watched as the gray robot pulled the trigger and her mother was blown away in a brilliant flash.

"Mommy!" she screamed.

The town was destroyed. Buildings were crushed and the land was devastated. The air was full of smoke, gasoline fumes and death. Not many survived. The wailing of the survivors drowned out the whine of the ambulances rushing into the rubble.

"Earth. Earth, do you read me? This is Jazz here on Moonbase One. Earth. Hello, Earth1"

Blaster received the message and transformed into his alter-form, a boom box. And made contact with Moonbase One. "This is Blaster here on Earth. Yeah, I read you."

"What the hell happened down there?"

"Decepticons attacked Laytric and stole the energon cubes."

"NO! Laytric was our main source of energon!"

"Well, they found it. These poor people were right in the middle of a war as soon as we came to help. We drove those damn Decepticons off but the town was destroyed. We need backup for the clean up."

"I hear ya. I'll send some guys down."

"Thanks, buddy, we need all the help we can get."

A few feet away, the other Autobots were sifting through the wreckage searching for energon cubes, remains of the factory and survivors of the attack.

The secret factory that produced their energon cubes had been destroyed by the Decepticons. The Autobot's dear friend, the scientist, Lee Minks, was dead. The Leader of the Autobots, Optimus Prime, looked around in shame and overwhelmed with guilt.

"We should never have involved these people in our business. They paid a very dear price for us and now¼no good came from it. We lost the energon and our friends. I should have known better."

Optimus Prime's trusted friend, Inferno, who transformed into a fire truck, looked at him while he searched through the rubble.

"Prime, it wasn't your fault. If the Decepticons hadn't invaded this place it would've never happened."

"Inferno, do you read me?"

"Yes," Inferno sighed, "I read you, Ironhide. What do you need?"

"We got a situation out here on Meridium Drive. There's a chemical fire out here and the fire fighters are really takin' a beatin'."

"On my way." Inferno replied hastily.

"Good luck," Optimus Prime sighed.

"Thank you, Prime. Your friendship means a lot to me, I appreciate your companionship." Inferno laid his comforting hand on his friend's steel shoulder.

"So do I. Now, go and I'll clean up here. If there are any survivors, I'll find them." Prime looked around him. "You're a good soldier. I'm glad you're on our side. You'll become a great military leader."

Inferno smiled at his friend with confidence.

Earth. 1992.

Autobot City.

Sick Bay.

When Drew opened her eyes, she quickly noticed the blindingly sterile environment surrounding her. The walls were bleached metal and dotted with buttons and LCD screens. As surveyed the room she noticed Sydney entangled in tubes and machines unconscious in a hospital bed beside her. She figured the entire thing to be a dream, a vivid nightmare that she would soon wake from. Drained already she fell back on the bed. As she closed her eyes, she heard voices coming from outside the door. She was blanketed in fear as the sliding door opened revealing the two robots she had seen in the field.

"You're awake." Optimus whispered, his vision focused on her, mesmerized. "Don't be afraid. We will not harm you. We are only trying to help you and your friend."

"Who are you?" Drew began to cry as she spoke.

Optimus felt as though there was a knife twisting in his chest cavity as he cautiously approached her. "My name is Optimus Prime."

Hot Rod crept up on Sydney curiously. Inching slowly forward, he examined the elaborate devices Ratchet had rigged to help her breathe. His optics fished through a dense spider web of gauze, barely able to see her hidden beneath the bandages and slings.

"What's wrong with her?" Hot Rod whispered carefully.

"Her left leg is broken in three places, four of her ribs were crushed which punctured her lungs, a broken wrist and a slight concussion. The rest is just scrapes and bruises which will heal in time. I had to do a bit of studying of the human anatomy to even be able to tell what was wrong with her. Thank Primus their books weren't destroyed in the explosion." Ratchet looked over at Hot Rod who seemed very confused.

"Is she gonna be alright?" Hot Rod wrung his hands as Ratchet smirked.

"She'll heal in time. Hot Rod?" Ratchet inquired with a smile and a suspicious tone, "Do you have some connection to this girl? What, in particular, is your interest in her?"

Hot Rod snapped out of his trance and realized that even in this awkward state, he was still being made fun of. He looked over to Optimus sitting by Drew. His trusted friend nodded his head reassuringly. Hot Rod blushed with embarrassment and quickly stumbled out of the room.

Optimus turned his attention back to Drew who was gradually becoming more comfortable with him. There was such compassion in the way he described what had happened and who he was. Drew couldn't believe it but was also fascinated and found it difficult to be sad or regretful for the misery she left behind. As she listened to his soft voice, she watched her reflection in the silvery covering over his mouth, his words clear and sincere ringing in her head.

"You have nothing to fear. I'll take care of you. You're safe, now." And she believed him.

4:32AM

It was quiet in the room while the night seeped over the girls. Then, in the near distance, the slight repetition of metal on metal came closer to the low lit room at the end of the hall. The door slid open silently and Hot Rod tip-toed to the edge of Sydney's bed. He stared at her silently, making sure not to move. He was afraid to be caught looking at her but he felt he had to. Something inside him made him look. He tried to sleep but the memory of her face flashed through his mind so much it began to fade. He had to refresh his memory. For some reason, he wanted to think of her. He didn't know why but he was compelled to be with her. He was embarrassed and confused by his emotions. He had been humiliated in front of Prime and at that moment, he felt like dying.

"Hot Rod?" Drew spoke out of the darkness knocking him off his balance. "Prime told me about you."

He thought about leaving but then he caught Sydney out of the corner of his peripheral. He lowered his head, looked up at Drew and whispered, "I don't know what I'm doing here."

Drew smiled. "You're staring at my best friend in the middle of the night. Why?"

Hot Rod clenched his fists. He wanted to leave but he was too afraid of what he didn't know.

Drew noticed. "Hey, Optimus told me you were the one who found us. I wanted to thank you."

Hot Rod looked up at her confused and angry. Drew couldn't interpret what he was thinking and started to get uncomfortable.

"Is something wrong?" Drew sat up in her bed and folded her hands on her lap.

Hot Rod had to know. He slowly walked over to her bed and stood above her. "I don't know. I don't know why I needed to see her. I've never seen anything like the two of you. Prime remembers humans but I arrived here just in time to miss them."

Drew took a deep breath. "I keep forgetting we're the last. Even though it is all I can think about. There's just so much to take in." She sighed again and leaned back on the pillow. "I know it might be strange but... I'm not afraid."

Hot Rod took a breath in and held it. He was impressed by her bravery and ashamed of his lack thereof. "You're not afraid?"

She shook her head slightly. "No. I don't know why but I feel safe here. For the first time in my life... I feel free and safe. What about you?"

Hot Rod sat by her bed. "I'm afraid."

"Of what?" Drew held his hand, monstrous compared to hers.

"Of her." He motioned over to Sydney.

"Sydney? Why?"

He lowered his head. "I fear the power she has over me, even now. I am afraid of what I feel. I can't stop thinking about her and what her pain must be like, if she can feel it...if she can feel me—I don't know. I don't know anything. I'm afraid someone will... find out about this."

Drew sat up stiffly and leaned into him. "I've never been in love either?"

Hot Rod looked up confused. "Love?"

"Love. Do you know what love is?" Drew felt so much pity for him and realized these robots weren't just two-dimensional works of metal. She could feel his anguish like he was overflowing with unanswered questions. A person on the verge of knowledge and about to step out of their world. She then realized, he didn't know.

Hot Rod, frustrated, stood up and left the room hastily. Drew sighed and pondered the possibility. She looked over to Sydney, motionless beneath vines of wires and branches of metal tubing, and wondered what tomorrow would bring.

3 Months Later

As Drew began to move about, with plenty of assistance from Optimus, she became more interested in seeing Autobot City and meeting more people. In her absence, Hot Rod visited Sydney in secret. He sat by her bed gently caressing her fingertips and staring tirelessly at what was exposed of her face. He stole Ratchet's books on humans from his office and read them while looking at her, trying to imagine her body, the way she would move and look at him. He dreaded the day she would awaken for he knew he would horrify her.

On the day Sydney awoke, Hot Rod was by her side. He didn't see her eyes open. He was studying the word Drew last spoke to him about, 'love'. He had gone to the human's library and read the works of Shakespeare at the urging of his closest friend, Jazz.

Jazz, along with Optimus, were some of the first to arrive on Earth during their home world, Cybertron's, fuel shortage. He told Hot Rod that he had liked humans and frequently made friends with them. He had a very social personality and was a fanatic when it came to the human's music. He would often attend their concerts in stealth mode. Optimus couldn't stand him playing his loud music in the base so Jazz would go up to Lookout Mountain and stare at the sky listening to everything from Beethoven to Poison. He had loved the company of humans. He felt the scope of their tragic extinction more than any other.

Hot Rod whispered aloud while he read "Romeo and Juliet." Jazz had told him it was the most popular of Shakespeare's works among humans. He said it was the pure embodiment of what "love" meant to humans. He read aloud a line that struck him with its relevance.

"...Did my heart love till now? Forswear it, sight! For I ne'er saw true beauty till this night."

As Sydney's eyes flickered open, she saw a blur as his voice slipped into her, easing her pain. She closed her eyes and listened to him, her heart beating fiercely in her chest but there was no pain. She listened to him read until she fell back to sleep, his gentle voice still clear in her mind.

"...and but thou love me? Let them find me here."

Sydney Wakes

Earth. Autobot City.

Sick Bay.

Hot Rod woke groggy leaning on the edge of her bed. He forgot his grip on his book letting it drop to the floor when he noticed her eye open wide staring at him in tearful terror. He stammered as he tried to find the words to explain all that had happened since that fateful day their paths crossed. He wrung his hands as her eye followed his manic pacing. Her heart monitor's tempo quickened, her chest rising and falling rapidly. Alarms rang out sending Hot Rod into even more hysterics.

"Ratchet!" He stuttered into his comlink, "Get in here! Help!"

Ratchet and Wheeljack quickly rushed in pushing Hot Rod aside.

"She's hyperventilating." Wheeljack disabled the alarms as Ratchet prepped a syringe. "Oxygen at 30%."

"Sedative in." Ratchet withdrew the needle from her arm then took a scalpel and slit an opening in the gauze covering her mouth.

Wheeljack held the oxygen mask gently to her face as her heart rate began to decrease. Her eye fluttered and became glossy then shut completely as the sedative took hold.

Ratchet sighed, "What did you do, Hot Rod?"

"Me? I...I didn't...I fell asleep then I woke up and she...she..." Hot Rod held his forehead still panicked.

"Just get back. She's bound to be terrified." Wheeljack pushed Hot Rod toward the door.

"And in a tremendous amount of pain. Wheeljack get over here and regulate the anti-coagulants while I administer the analgesics." Ratchet flicked the syringe gingerly before plunging in into her forearm.

"Go on, Hot Rod. You're just in the way here." Wheeljack snipped.

Frowning, noticing his book crushed under Wheeljack's foot, Hot Rod turned and exited her room.

Autobot City.

Main Hall.

Optimus was diligently scanning data readings when he noticed Hot Rod's reflection pass behind him in the monitor. He turned and found him outside the bay doors sulking.

"Hot Rod? What seems to be the problem, Soldier?" He laid a comforting hand on his friend's shoulder.

Hot Rod shook his head. "Nothing to report, Sir."

Prime folded his arms. "Judging from your expression I find that hard to believe."

Hot Rod rubbed his forehead staring at the ground. "I'm fine, Prime." He inhaled deeply and straightened his back avoiding his commander's gaze. "Go back to your research."

Prime took his shoulder as he rushed to walk away. "I give the orders here, Soldier." He turned Hot Rod to face him. "You are my responsibility." Prime looked deeply into him as he always did. "I am here if you need to talk..." Hot Rod looked away, ashamed. "...about her."

His optics widened. "What?'

Optimus patted him, "I may be old but I am not stupid or blind. Anyone with optics can see how you feel about her."

"I...I...I don't...I just...?" Hot Rod stammered and shook his head.

"Ha! It's alright. It's better if you care." Prime patted him again. "I would worry if you didn't."

Prime walked away leaving Hot Rod still confused but reassured.

Autobot City.

Sick Bay.

"She's stable." Ratchet breathed a sigh of relief as she finally rested peacefully. "You did good, Jack."

"Hhmmf." Wheeljack headed for the door. "Link if you need me."

"Hey, something wrong, buddy?"

Wheeljack stopped, clinching his fists. "I just got things to do elsewhere."

"I think you can take a break from your silly inventions to save a life." Ratchet smurked.

Wheeljack turned angrily raising his fist. "My inventions have advanced Autobot technology-"

"You inventions blow up more than they put together, Buddy." Ratchet chuckled to himself, cleaning up, ignoring Wheeljack's rage.

"Right, Buddy." Wheeljack seethed holding himself back grumbling as he turned and walked out the door.

Over the next four years, the humans healed and learned everything they could about their new world. Optimus Prime felt the best way for them to learn was to apprentice under each sergeant until they mastered each discipline. By the time they both graduated to full Autobot status, they had learned everything each Autobot by now instinctively knew. They were as valuable to the Autobots as any other soldier and were seen as such. Even though they faced obvious differences, each girl found their own area with which they flourished and became invaluable.

True Nature

Cyberton. IACON.

Desert Arena.

"These enemies you will be fighting today, " Prowl sang out to the Autobots lined up for combat training, "are sparkless automatons. I expect you to get creative taking them out. Work together. Minimize ammo expenditures. They are programmed to be just as ruthless as your average Decepticon warrior. One major difference is Decepticons are unpredictable. These automatons learn your moves and counter attack. Show no weakness." Prowl gazed down and locked stare with Sydney and Drew clutching their rifles. "They can and will hurt you. Another reality of battle you need to face. But they can can be repaired. You may not. Today is front line combat. Take no prisoners!" He continued to pace as the soldiers stood ready at attention.

"Are you ready for this?" Drew leaned over to Sydney slightly whispering out of the side of her mouth.

"Oh yeah." Sydney grinned holding her rifle close to her chest lovingly, "So ready."

"Calm down, it's just training." Drew mocked.

"No, Drew. This is life and death. This is what it's all about." Sydney checked her weapons diligently, the razored knives on her hips, hand guns strapped to her thighs, a dagger on her boot and her custom fitted laser rifle. Drew was considerably less outfitted and held her rifle coolly in her hands.

Prowl pointed his gun at the sky keeping his optics scanning the troops. "Ready?" He unloaded a blast into the air shouting " Fight!"

With a collective shout, the troops filed over the dunes spraying awaiting automatons twice their size with laserfire. Sydney charged into battle with them like a cat pouncing on a bird. Ducking in and out of laser crossfire, she leapt onto a comrade's back and into the air unloading her rifle's magazine on the automatons below. Tossing her spent rifle to the red sand she unsheathed her handguns mid-air landing behind the line of battle. She then tapped out both decimating an entire row of automatons unaware of her presence. Dropping those she caught approaching enemies in her peripheral on both sides as she reached with both hands for the knives on the hips. With a quick crouch she lodged the razored knives deep in their throats holding them standing for a moment then ripping their sparking necks apart with a deft twist. She lit up with a proud smile delighting in her prowess and continued. She double backed head for the arena entrance blocked now by automatons firing in a line at dug in soldiers. Drew crouched behind a dune taking heavy fire. Sydney deflected laser blasts with her knives making her way over to Drew and slid down beside her.

"How you doing?" She smiled, exhilarated, breathing hard and covered in blood.

"Syd. Holy shit! How does it look out there? I can't see long enough to get a bead on anyone without nearly getting the top of my head blown off."

"The last of them are lined up at the gates. You still have your rifle?" Sydney smirked.

Drew noticed then Sydney was missing her guns. "I still have half a magazine left."

Sydney re-sheathed her knives wiping the enemies' blood off first. "Here, give it to me."

"Syd!" Drew cocked an eyebrow at her disappointed.

"C'mon c'mon. How much longer do you want to be out here?"

Drew handed it over to here eager hands. "What are you gonna-"

Before she could finish her sentence Sydney stood up spraying the line of automatons from left to right dropping them like dominoes. As the last one fell on top of the one who died before him the desert became quiet again for a moment as the smoke cleared before erupting in cheers and elation. Drew sat silently against the dune with her arms folded as Sydney caught her breath still clutching the spent rifle tightly. Neither of the girls rejoiced. Sydney soon joined her resting against the dune. She closed her eyes and tried to consciously slow her breathing. Opening them again she caught Drew shaking her head.

"Here ya go." Sydney handed Drew back her rifle and noticed her sulking. "Hey," she nudged her playfully with her shoulder, "let's go join the others."

"Yeah, thanks." Drew turned to scowl at her but noticed a line of blood rolling down her friend's cheek and she flashed back to her lying bloodied and broken under the tree before they had gotten into all of this madness. She reached over and wiped the blood away smiling sentimentally. " You should be more careful."

Sydney looked at her blood on Drew's hand and quickly licked it off. "Ha!" She jumped up grinning wide as Drew scoffed wiping Sydney spit on her shirt. " Careful is for pussies!" She laughed and bounded over the dune to join the others.

"Hey!" Drew shook her head unable to hold back a disgusted smile.

Prowl patted his men on the backs as he made his way through the crowd over to Sydney. He laid a heavy hand intentionally on her shoulder. She winced with the sharp pain as she turned to his presumably proud demeanor. What she found was entirely different. He glared at her and bent to speak directly into her ear. "I want to talk to you. Now. Follow me." He headed off out of the arena and Sydney followed still celebrating passing the men watching as she walked behind him.

Once inside he grabbed her shoulder and slammed her against the wall hard. "Just what do you think you were doing out there, huh?!"

Sydney stammered caught off guard by his anger. "I...I thought you'd-"

"What?! Be proud? Proud of my soldier wasting precious ammo, gallivanting through battle like a ballerina? Primus, Sydney, proud of that blind brutality I saw out there today?!"

"But you said-"

"What I saw out there today was not the way an Autobot fights. That is not what I taught you. What I saw today was the brutish theatrics of a..." He, frustrated and nervous, stopped himself and let her go, confusing her.

"Commander Prowl, I'm...I...what were you going to say?"

He shook his head. "Nothing. Go clean up and have Ratchet take a look at your face."

"It's ok." She lowered her head.

"Dammit, soldier! Do as you're told!" Prowl growled at her.

Sydney saluted him humbly and walked away leaving him leaning against the wall holding his head. She bit her lip as choked back tears of disappointment. On autopilot, she rushed down the halls with clinched fists thinking only of getting to the privacy of her room so she could lose it. As the first tear began to squeeze out of her burning closed eyes, she hit a wall of metal. Stumbling back off balance she was caught by large metal hands.

"Whoa! Hold on." Hot Rod held both of her arms as she shook of the blow coming out of her haze. "Sydney? Where are you headed in-" As she looked up at him he caught a glint of light off of her tears in her eyes. She could see his instant concern and looked away quickly. "C'mon." He wrapped his arm around her and lead her to his chamber close by. "Now come in here and talk to me." The door hushed behind him as Sydney plopped down on his hard slab of a bed. He knelt and gazed up at her resting a reassuring hand on her knee. Looking at her now he saw the blue automaton's blood splashed all over her and a contrasting line of her blood dripping down her cheek. "Combat training today?"

"Yeah." She kept her head lowered as now she didn't want him to see her cry.

"Then why are you so upset? I'm sure you were-"

"I sucked." She whispered, pained.

"No way. I've seen you. You're great. So poetic."

"Not to Prowl." She growled then whimpered.

Hot Rod sat next to her on the bed. "Ah, Prowl. He's not a big fan of theatrics. He yell at you?"

"Yeah." The tears uncontrollably began to roll down her cheeks.

"Hey, don't worry about it. He's tough. He tore me a new one when I was in training. He's always been a little too serious..." Hot Rod thought a moment, "...but I guess he has to be. He has seen a lot of serious scrap. You gotta remember, Sydney, war isn't supposed to be fun."

"But I didn't-"

"Those were his words to me. He also told me," imitating Prowl's gruff voice and demeanor, "Showing off will only get everyone killed for a monumentally stupid reason."

"He said that to you?"

"I got my name in training from Prowl. It started out as his way of thrashing me for my style." He leaned back on his hands reminiscing.

"Your style?"

"Too showy he said." Imitating Prowl again, "Hot rodding on the battlefield makes you a target cuz all optics are on you and not the fight." He stood up excitedly. Sydney's hopeful eyes followed him. "But I loved to fight. It lit me up from the inside out. I was always itching to get out there and show those 'cons who they were messing with...and make 'em regret it."

"Me too!" She stood excited and frustrated.

"I know!" He grabbed her hands laughing but then became serious. "I learned a hard lesson, Sydney. Good Autobots died for me how a moment of bravado can be deadlier than Megatron's finest armada." Hanging his head, he held her hands together caressing her wrists with his thumbs.

"What happened?"

"That's not important. Point is it was my fault. I didn't listen. I wanted something that ended up killing my friends."

"What?"

"To be a hero. To be the best."

"What's wrong with that?"

"In war, a war like this, it isn't important. It's not what it's all about. Not even close. Its selfish. I couldn't see that until it was too late. I don't want that to happen to you...or anyone else." Hot Rod lifted his gaze to hers, their faces close enough to touch breath.

Sydney looked away ashamed. "Damn it, Hot Rod. I feel so stupid." She began to sob. "I'm sorry. I'm so embarrassed." Letting go of his hands she rushed into his chest throwing her arms around his waist tightly.

His body was shaken by her so sudden warmth and closeness. Instinctively he wrapped his arms around her as she wept into his chest plate. He held her head to him feeling relief wash through his tense circuitry. Closing his optics they both weakly sank to their knees. She curled up into him into his lap weeping. He savored her touch as she clutched at his arm with her delicate blood-soaked hand.

"Oh, Sydney. Shhhh. You're okay." He petted her like a cat as she clung to him like a child. He felt her hair, so soft and so strange, slip between his fingers. "I'll help you. I will teach you what I had to learn to help me."

Sydney pulled away and looked up at him. "You will?"

Hot Rod nodded intently." I will. And you will be a better, stronger, more respectful soldier for it."

She sniffled and smiled.

Hot Rod took her cheeks in his hands, "And it'll get Prowl to stop yelling at you." They both chuckled tightly as he wiped the tears gingerly from her eyes.

"Thank you, Hot Rod...for helping me." She sniffled again regaining her composure. "For listening."

"Hey, I did most of the talking. You did the listening." They stared at each other long enough for the moment to become awkwardly close.

"I should get...cleaned up." Sydney scooted away from him slowly never losing his gaze. They stood together shaken and still connected. She turned away from him and began to head for the door then, turning back to him, she whispered his name. "Hot Rod?"

He was still in her embrace. "Yes?"

"See you later?" She cooed with wide eyes.

He gave her a questioning look. "Later?"

"To train. Teach me?"

"Oh! Oh, yes. Sure. Whenever you like." He jovially chuckled standing up straight.

She smiled calmly. "Thank you." She left the room her scent still lingering in the air.

Hot Rod stood erect feeling the distance between them getting stretched thinner and thinner. He, for a moment, wished it would snap her back into his arms like a rubber band. So much so that he kept his arms ready to catch her when and if it did.

Later that night

IACON. Sydney's Chambers.

Sydney laid awake in her bed staring at the two moons shining down through her window. She rubbed her forehead replaying the combat embarrassment over and over in her mind. Each action beginning as cool and exciting ending in clownish buffoonery.

"It's not like it is in the movies." She turned and wept violently into her pillow, betrayed.

Then she heard a beeping from her monitor rousing her from her melancholy. Squinting at the screen she read the words.

"I know you can't sleep. Meet me in work room 4 on C level. I'll be waiting. Hot Rod."

She hid her smile even though no one was looking then jumped out of bed and began to get dressed in training gear. Stopping briefly she typed in a response.

"You sure you can handle it?"

Giggling excitedly while trying to stay quiet, she zipped her pants and hustled quickly out of her room. She was already gone when the response came.

"Bring it."

IACON. C Level.

Work Room 4.

She arrived at the with excitement and overwhelming nervousness. The soldier in her was ready to learn more but the girl in her was anxious to see him again. The door opened to an empty room sprayed in the moons' light pouring through a wall of windows overlooking the crimson lit valley shining below. Trepidatiously she crept in expecting an ambush but was met with the sight of him sitting motionless, Indian-style with his back to her in the center of the room.

"Hot Rod?'

"Sit...across from me." He responded blankly.

Sydney rounded him cautious and curious. His optics were closed, his body rigid and still like a statue as she sat down.

"Breathe." He sighed.

She sank into the sight of him in the pale light. So still. So cool. Taking a deep breath she relaxed into his lead.

"Be still. Feel the stillness around you. Blanketing your skin. Think of the fact that each sensation you feel is just atoms, molecules moving and reacting. It's not you. It just is."

Sydney understood completely as if she already knew his intention. She felt the tingling cold on her flesh, picking apart each section into individual atoms and suddenly realized the truth of her own feeling.

He continued, "Just as each sensation is its own individual thing, much like others but different enough to be singularly distinguished, upon noticing, demands to be it own separate entity."

She felt all he was saying as if he was leading her down a long forgotten path. Her body responded hotly to his every word.

"Once you can define each entity and respect its individuality, you can begin to recognize how they all work together simultaneously to create the whole of what you are feeling now." He spoke slowly and deliberately, his voice drifting in and out of her, surrounding her. She breathed him in letting his words in through her chest and stretch to each of her limbs. Her fingertips tingled with each syllable as they calmly rested on her knees.

"Sydney, open your eyes and look at me." He had quietly scooted right in front of her. She opened her eyes slowly and was surprised to see him so close. He laid his hands on hers and smiled sweetly. "How do you feel now?"

"Um," she swallowed hard beginning to tremble, "I feel..." She couldn't take the intensity of his expectation and she broke his gaze.

Hot Rod reached up and gently lifted her chin to him. "Hey, talk to me."

She opened her eyes to his determined focus. "I'm...I'm sorry, Hot Rod."

"What for?"

"This was lovely but...I thought...I thought that-"

"You thought we were going to fight."

Sydney sighed and dropped her shoulders. "Yeah. I'm sorry. I shouldn't have assumed."

Hot Rod grinned taking in her scent then raised a brow. He lunged on top of her pushing her back to the floor pinning her wrists. He slammed her down with such force that her head his the metal floor with a thud.

"Hot Rod!" She whined shocked.

"Isn't this what you wanted?" He smirked. "C'mon, fight me. I know you can."

Her heart pounded wildly as she stared up into his deep blue optics. Her mind raced through pressure points, chinks and tactics but her body distracted all of her thoughts with fantasies of his his kiss, how it would taste, feel. Her body overrode her mind with the undeniable want of his hands all over her.

"Sydney? Hey." Hot Rod whispered. "Where did you go? Are you hurt?"

She continued to stare dreamily up into him. "Huh?"

He was struck by her softness beneath him, no struggling and he got the feeling she wanted this. The flush in her cheeks, her growing body temperature, her chest rising and falling bringing her breasts dangerously close to his chest plate. Then he felt her thighs hug him tightly sending a wave of sensation through him much like fear and desire together. He loosed her wrists and stood up slowly extending a hand to her. Confused, disappointed and swooning, she took his hand and he lifted her to her feet. She felt rejected as if unworthy of him.

"Sydney..." He whispered confused himself.

"I'm sorry." She hid her face from him, her voice cracking. She pushed away from him and ran out of the room.

"Sydney, wait!" He reached out for her but didn't follow. He took a deep breath and shook his head. "Damn," smacking his forehead he whispered angrily, "Stupid! Stupid! Stupid!"

Sydney ducked around a corner and began to sob. Sliding down to the floor she hid her tears clutching her knees close to her chest. "Stupid stupid stupid," she wept quietly. She stayed there awhile till she heard his footsteps emerge from the room and disappear down the hall. She sighed frustrated as the rhythmic clang grew more distant. Then the rush returned, his strength, his wisdom, his metal body between her legs and that sudden intensity of want. She burned and cooled at the same time. Then she began to worry. So much worry that her girlish elation dissipated quickly like blowing out the flame of a candle. That nervous worry melted into a fear. Confounded, she searched her mind to put words to what was causing her fear. Deep in thought she didn't notice Drew creeping up on her reluctantly.

Drew could feel something entirely different about Sydney as she approached her. None of the previous arrogance or celebration remained now as she found her friend leaning solemnly in the inlet off the hall. Her dread became concern as she heard her labored breathing.

"Syd?" Drew whispered. "What are you doing here? At this hour?"

Sydney turned to her wet eyes wide. "Drew?" She fell into her friend's arms weeping violently.

"Hey! C'mon, Babe. Let's go." Drew took Sydney back to her room and laid her gently in her bed. She wet a towel with warm water and wiped away her friend's tears. "What is going on, Syd?'

"Oh God, I'm crying too much." She whimpered.

"Why, Syd? I haven't seen you cry in years. Last time I saw you were high fiving guys 10 times your size. What happened between then and now?"

Sydney turned away from her sobbing painfully.

'OK, let's start where I found you. Why were you on C level this late?"

"Why were you?" Sydney muffled defiantly.

"C'mon, Syd. We're talking about you. You're the one crying."

Sydney turned back to Drew and took her hand. "Oh God, Drew. I'm in trouble."

"For today? Is it Prowl?"

"Yeah, but no. Not that." Sydney confused her. "No, it's Hot Rod."

"Hot Rod?" Drew got girlishly gossipy. "Oooh. What?"

"Drew, oh God." Sydney sat up in the bed shaking her head. "I fucked up."

"What?"

"Prowl yelled at me after the battle and I was upset. I ran into Hot Rod and he said he'd help me. That's why I was on C level tonight. Hot Rod was..."

"Spit it out or I'm gonna go crazy!"

"He was awesome. So cool. And I fucked it up. I'm such an idiot." Sydney slammed her face into the pillow dramatically.

"No you're not. C'mon. What did you do?" She rubbed her back reassuringly.

"Drew, I'm so stupid."

"Details, Syd."

"I know I fucked up battle today. I was just so anxious to be awesome. Show everyone all that I have learned. And kinda prove that even though we're human we can kill just as good as anyone else. But I ended up just making a fool out of myself."

"Yup."

Sydney smirked. "Thanks." Then she stood up. "Prowl already made me feel like a dumbass. All I wanted to do was go to my room and cry but I ran into Hot Rod before I could. He told me he was the same way when he was in training and promised to teach me how he got better. Then he contacted me to meet on C level for training."

"So, what happened?" Drew got excited.

"Well, when I got there he...oh God," Sydney clutched at her breast lustfully, "He was sitting there and said things that made me feel...one..." She grabbed Drew's hands. "He's so smart. What he said was so insightful, and wise. About how to feel all of the atoms around you working separately but together."

"Wow."

"But me, being an idiot, sort of said I was disappointed that we didn't fight. But then, oh God, he was on top of me holding my wrists and I thought I was going to explode."

"What?!" Drew giggled.

"Drew, I wanted him so bad I felt like I was going to die! I just wanted him to kiss me. His face was so close and my thighs were in flames."

Drew clapped and giggled loudly. "Oh my God! So, what happened?"

"Nothing." Sydney's forehead wrinkled confused.

"Nothing?!"

"He got up and I got this feeling like he was disgusted with me or something. So I ran."

"And that's when I found you." All the brief excitement in the room died.

Sydney nodded and plopped onto the floor leaning on the bed. "He thinks I'm gross. A stupid little human."

Drew rolled her eyes. "No, Sydney, I am sure he doesn't think that at all. He's always been in love with you."

"What?!"

"Oh yeah. Sitting by your bed reading Romeo and Juliet to you?! Come on."

"That was so long ago."

"I knew from the first time ever saw him he was desperately in love with you. Before you ever even woke up. The real question is do you love him?"

"How do you know it was love? It was probably just curiosity or concern. Anyway, love? Is that even allowed?"

"Allowed?! Are you kidding? Who makes the rules? You can love anyone you want. Answer the question. Do you want to love him? Are you in love with him?"

"How am I supposed to know? I never felt love in my life...except for you and that's different. You're my family."

"Hey, you deserve love like everyone does." Drew nudged her playfully and sang, "He loves you. He loooooves you. He wants to be your Romeo."

Sydney smiled and turned to face her. "Nah-ah. Quit it!"

Drew made kissy faces and mocked. "Oh Hot Rod, you're so cool! Teach me how to love!" Sydney leapt on the bed and play fought with her as they both laughed innocently.

"Shut up, Prime lover!"

"Ooh, you're gonna pay for that one!" They wrestled giggling and laughing wildly. "Sydney loves Hot Rod!" She shouted and Sydney fought to cover her mouth. "Hot Rod! Sydney loves you!"

"Shut up! I'm gonna kill you!"

"Hey! What's going on in here?!" Prime stood in the doorway angrily concerned as the girls froze.

"Prime! Hey, nothing. We're just playing around." Drew laughed.

"Alright, well, keep it down in here. It's late. I can hear you all the way down the hall." Prime was his usual fatherly self but if he had a mouth he'd be smiling. It touched his heart to see them happy after all that they'd lost. He felt it best to let them have some girlish fun while they could.

"Hey Prime," Sydney giggled Drew covering her mouth.

"Yes?"

"Nothing. She's just being stupid." Drew laughed.

"Don't stay up all night girls." As Prime left he shook his head, their laughter making him feel sentimental and old.

Hot Rod stood outside Sydney's door hesitating to touch the call button. He wrestled with his emotions visibly thankful for the late hour. Finally he summoned the courage to press the button. With a deep breath, he rested his hands on the wall propping up his heavy body.

"Sydney?" he called out to no response. "He looked from side to side nervously. "Look, Syd, I;m sorry. Please let me in." He waited tapping his fingertip impatiently on the wall. He dropped his head letting out a mournful sigh. "Sydney, please. I'm so sorry. I don't know why I...look, I am an idiot. Please forgive me. Let's talk about this. In private. Please." He waited. No response.

Prime heard Hot Rod's voice as he rounded the corridor and found him leaning on Sydney's door. "Hot Rod?"

"Prime!" Hot Rod jumped back startled. "I was just... I ..."

"If you are looking for Sydney, she is down the hall in Drew's room."

"Oh, I...um...No, I..." Hot Rod shook his head nervously.

Prime chuckled his hands on his hips. "Hot Rod," he reached out and laid a hand on his shoulder, "They are laughing and having fun. Two happy little girls. I just had to tell them to keep the noise to a dull roar."

Hot Rod rubbed his head and sighed. "She's laughing?"

"They may be getting trained to be warriors but all I could see tonight were still typical human girls. It was nice to see them so giddy. They deserve that. If only for a moment."

"They do deserve to be happy." Hot Rod calmed and turned to walk away feeling guilty.

"Soldier, is there anything you want to tell me?" Prime called out.

Hot Rod stopped and spoke over his shoulder. "No, sir. No."

"Hot Rod."

"Sir?" Hot Rod knew by Prime's tone he was getting a talking to.

"Don't you think it's time, Son?"

"Time for what, Sir?"

Prime approached him slowly. "Time to tell her the truth."

"Sir, I..." Hot Rod shook his head. "I...I can't." He felt defeated and prime could see the emotion all over him.

"Look, I can't tell you what to do. I can only tell you I can't have a good soldier so distracted." Prime went from leader mode to friend mode. "Ever since these precious beings came into our lives, everything has changed. Not the war. Not the point. But...us."

"Us, Sir?"

"You are not the only one around here who cares...more than you should."

"Prime."

"Unlike you, I have had these feelings before. I know what it is to love...and lose the one you love. This war teaches that very well unfortunately. I you choose to...pursue this emotion, which I know is unfamiliar to you, as much as you want to love her you also must consider the possibility of losing her. Your love alone could put her in danger. The Decepticons could use it against you as they did me. And she is a human. They are easily killed."

"I want to protect her. I want-"

"You can't. Soon she will be a soldier in as much danger as you on the battlefield. She will have to protect herself. To love her the way you speak of now is to put her in a cage. It wasn't an easy decision to let them fight along side us but they deserve the right for their choices to be respected. And they choose to fight with us against a common enemy. I can't stop them. If they ever do see danger, I want them both to know how to defend themselves against a foe much larger and at a greater advantage than them. Their training will be much more extensive and difficult than ours. She will hate you if you put her in a cage to satisfy your mind."

"But, Prime-"

"Search your spark, Hot Rod. If you choose to make her more to you than a refugee turned soldier there will be pain in your future. Pain you may not recover from."

Hot Rod was visibly shaken by his leader's brutally truthful words. "If you'll excuse me, Sir...I...This is just to much-"

"Then you're not ready." Prime cut him off.

Hot Rod dropped his head and paused for a long time. "How will I know? When I am ready...to tell her?"

"You'll know...when she let's you know." Prime patted him hard on the back and walked away solemnly. Then he stopped and looked over his shoulder at Hot Rod still standing stunned. "And when you just can't take it anymore."

Prime walked away and it was with those words Hot Rod understood that there may be a vast difference between them in experience and rank but at this moment they were the same. Both in love and completely unable to express it.

For the next few weeks, Hot Rod elected to just forget his love for her and leave her alone. He tried to avoid her at all costs. When he did happen to pass her in the halls, he ignored her and his feelings. His actions only seemed to confirm her false assumption that night on C Level, that he didn't feel what she felt. That she was unworthy of him. So she set out to make herself worthy of him then once she was, reject him as she was rejected. Nut the better she tried to be, the more he ignored her. Sydney's frustration grew into anger which she channeled into disciplining her combat skills. In Prowl's training she was diligent in trying to forget all of her unrequited feelings for Hot Rod.

"Miss Goodfellow! Well done today! Your hand to hand is really coming along." Prowl patted her on the back roughly.

Out of breath she answered him huffing. "Thanks, Commander." The sweat slicked her whole body after nine hours of personalized hand to hand training with Prowl.

"I'm not pushing you too hard, am I?" Prowl chuckled.

Determined and smirking she replied, "Nope. Bring it on. The more the merrier."

"Ahh, I'm glad to see you get more tactical in your approach. I worried about you for awhile."

"Hmpf. Don't worry about me. Prowl." Sydney wiped the sweat from her arms with a small white towel.

Prowl couldn't help but watch her body, slick and tight, shining in the dusk light pouring through the gaping desert arena doors. He shifted uncomfortably feeling an old desire awakening in him.

Just then, Hot Rod happened to walk by and caught the sight of them out of his peripheral vision. He broke stride, hesitating behind a pillar out of sight, watching them from a distance.

Sydney wiped her smooth muscled legs with the towel as Prowled followed her hands with his optics. He followed every movement unable to look away. Hot Rod focused angrily and fearfully on him recognizing the look in his expression. He could see what she could not, the lust in Prowl as she stood with her back to him. Hot Rod clinched his fists but dared not reveal himself.

"Sydney," Prowl stepped closer and closer to her silently not drawing her attention, "You have improved vastly." His optics moved up and down her body, his senses awaken with every curve and every step closer to her.

Hot Rod grasped the wall holding himself back with Prowl's every step. "No. Don't do it, Prowl. Don't do it." He whispered pressing his cheek into the pillar.

Sydney then turned to grab her jacket and found Prowl too close for comfort. "Thank..Thank you." Sydney backed away from him stunned at his closeness but Prowl kept pushing closer to her until he had backed her against the wall. "Prowl?"

"Sydney." Prowl leaned against the wall trapping her with his strong arms, heat pouring from his body.

"What are you doing?!" Sydney whispered in shock, his face an inch from hers taking in her scent. She braced his chest with her slick palms.

"I am just so proud of you." He moved a lock of wet hair from her blushing cheek, "And I never noticed before now...just how beautiful you are." Prowl leaned in to kiss her driving Hot Rod over the edge.

"OK That's enough, Prowl!" Hot Rod emerged from the shadows huffing and puffing surprising them both. He wedged himself between them pushing Prowl off her. "You back off her right now!"

"Hot Rod! Hey, Buddy-"

"Don't 'Hey Buddy' me!" He pushed on him again.

"What's the problem here, Hot Rod?" Prowl held his hands up innocently.

"The problem is...she's human! Get away from her! What are you thinking?" Hot Rod aggressively pushed him more.

"Hey!" Sydney yelled from behind him. "What do YOU think YOU"RE doing?! What? I'm gross because I am a human? No one can love me or want me because I am disgusting to you people?! Fuck you, Hot Rod! Fuck you!" Sydney tossed the sweaty towel in his face and ran off.

He caught the towel and called for her. "Syd, wait! Dammit, Prowl! Answer me! What exactly do you think you were doing?!" He pushed him again, Prowl now getting annoyed.

"Like I said, she's a beautiful girl, Hot Rod. I am not blind."

"No, you're her superior." Hot Rod growled disgustedly pointing at him. He shook his head and headed off after her.

He went to her room first and banged on her door. "Sydney! Are you in there?! Syd!" No response again. "Dammit!" He shouted slamming his fist into her door.

Drew passed him as he rushed by frantically in the halls. He stopped and grabbed her shoulders. "Drew, hey! Have you seen Sydney?"

Drew noticed his panic as he grabbed her arms. "No, I haven't seen her."

"Fuck!"

"What is it? What's wrong?"

"Where would she go? If she were upset?"

"Wait, what would she-"

Hot Rod shook her quickly. "Tell me!"

"I don't know?! Her room?! Hot Rod, what is going on?"

"I just need to find her, Drew. Please help me!"

"Alright, c'mon we'll find her."

Before they could take a step alarms began to blare.

"Shit! What's this?!" Drew looked side to side panicked.

"C'mon." Hot Rod transformed and opened his door. "Let's find out."

Drew climbed in and Hot Rod sped down the halls sending unsuspecting comrades clinging to the walls jumping out of his way.

"Whoa! Holy shit! Hot Rod! Oh shit!" Drew flinched half covering her eyes bracing herself.

"We're cool. Don't worry. I got this!" Hot Rod boasted from his inner console.

Before she knew it they were approaching a growing crowd gathering in the main hall. Hot Rod transformed tossing Drew clear with a mighty grip. They landed on their feet and ran to join the others around a large viewscreen in the center of the octagon. The alarms ceased and Optimus Prime's image appeared on the screen.

"Autobots. We have received reports from Autobot City on Earth that the Decepticons have discovered an underwater refugee camp. They have taken the surviving humans aboard their ship which remains disabled near the Pacific Rim. It is imperative we rescue these humans to preserve the specie's existence."

The announcement hit Drew like a punch in the chest. "Humans?!"

Hot Rod laid his hand on her shoulder standing tall but with a concerned look on his face. Worried. He failed at comforting her.

Prime continued. "All of these humans must be rescued. No casualties will be accepted. We are forming a team to go to Earth for this purpose. To assist the Autobot City team in the rescue efforts. I, myself, will be leading this team. Prowl, our head of security will assume my position here at IACON in my absence."

"Oh Shit." Hot Rod shrugged his shoulders.

"Hey!" Drew nudged Hot Rod as she caught Sydney's image from across the room looking shocked and angry. "There's Syd."

"Where?" Hot Rod followed her look excitedly. His optics found her on the edge of the crowd, tears in her eyes. "Sydney?"

As the two pushed through they lost sight of her. Hot Rod called her name but was lost in the sea of murmurs of milling bots.

"Where'd she go?" They made it to where she had been standing but she was nowhere to be found.

IACON. Level 1.

Conference Room One

"I volunteer to go to Earth." Sydney stood at attention opposite Prime.

"I understand but I would advise against it. I'm sorry." He turned back to his monitor brushing her off.

"Humans, Prime! You'll need me and you'll need Drew too!" She yelled at him defiantly.

"No. You are both too precious...and you are not ready. Neither of you have completed your training."

"I don't care! I am ready!"

"No! You are not. Prowl reported on your progress and as much as you are improving you are far from being able to face the Decepticons. I won't risk it."

"I know who I am, Prime. But I need this. I need to help."

Hot Rod and Drew followed the voices to the conference room and hung back in the doorway eavesdropping on the conversation.

"You will need me. Those humans are terrified, I am sure of it. They won't know you're there to help unless another human tells them so. I don't want to fight any Decepticons, I want to serve as a human go between so they aren't afraid of you. It could cause the rescue attempt to fail if they won't go with you. I can help, Prime. They will trust me. They will trust Drew. That is why you need us. You take care of the 'Cons. We'll take care of the humans."

Prime listened considering her proposal rubbing his chin. "I'm sorry. It's just too dangerous."

"I may have a solution, Prime." Perceptor piped up. "The human brain is powered by electrical signals much life ours. What they are lacking in knowledge I can can supplement by implanting a small data chip and wiring into their cerebral cortex."

"No, Perceptor." Prime quickly answered.

"I assure you, Sir, it would cause no damage and we can upload our information directly into their minds to be immediately accessible. We could cut out years of training with one operation."

Prime glared down at Perceptor.

Drew and Hot Rod entered the room curiously as Sydney responded.

"I want that chip, Prime."

"Me too." Drew stepped up, her voice drawing Prime's attention.

"Drew, no, I can't let you do that."

She walked past Sydney and took Prime's hand. "Prime, I have to go. We both do. It's our home. They are our people."

He squeezed her hand gently staring into her pleading eyes knowing he wouldn't be able to dissuade her. "I understand your desire to protect your own." He sighed defeated. "I can't argue against that. Perceptor, are you certain this procedure will not harm them in any way?"

"There is risk in everything but I give you my word. The human brain has been a fascinating study for me and I am positive I can do it."

"Alright, I trust you." Prime turned his attention back to Drew. "Are you sure you want to do this?"

"Absolutely. Right, Syd?" Drew looked over to Sydney, Hot Rod standing behind her looking worried.

"Right." She answered nodding her head confidently.

Hot Rod instantly felt terrified. "Sydney, no." He couldn't help but whisper. "I'm going too!" He shouted up at Prime.

Sydney rolled her eyes and ignored him as he stepped up beside her. A smile flashed across Drew's face that Sydney angrily replied to gritting her teeth shaking her head slightly. She turned and brushed by Hot Rod in a huff, his eyes following her as she walked away.

"You are welcome on the team, Hot Rod." Prime nodded holding tight to Drew's hand.

"I wouldn't be to sure about that." Hot Rod sighed lowering his head.

Optimus looked down at Drew for an explanation. She stuck out her bottom lip shaking her head and waved her free hand. Prime nodded understanding silently to leave the issue alone.

Hot Rod shrugged his shoulders and slinked away trying to hide his pout.

"I think this may be my fault." Prime whispered to Drew as he knelt beside her.

"What do you mean?" Drew leaned in closer to him.

"I think I should stick to giving advice on matters of the head and stay away from matters of the heart." Prime stared into the floor.

Drew took his chin in her hands and kissed him sweetly on his face plate. "You have the most beautiful and generous heart of anyone I have ever met."

Prime blushed unable to control his guarded smile. He stood taller than usual, his chest out proudly. "Perceptor," Prime bellowed, "take good care of them."

"Of course. No hands are more skilled than mine." Perceptor smiled.

Bumblebee watched the whole scene out of sight and didn't know how to feel. She felt so far out of his reach. He knew he couldn't compare to Prime. His heart sank as he watched them together. So close. He felt wrong for being jealous. Prime was his leader and he had never seen him happy like this. If anyone deserved this kind of happiness, it was Prime. Bumblebee couldn't imagine trying to take it away from him.

The love grew between Hot Rod and Sydney as well as Optimus Prime and Drew as they fought many battles side by side. The couples became inseparable but the new feelings were so strange and foreign to Prime and Hot Rod that they hesitated to explore them. Losing themselves in their work didn't seem to derail the ever-growing curiosity about love. Before they could declare their new feelings to the girls, they had to be sure the feelings would be reciprocated.

Earth. 1996.

Lookout Mountain.

"Keep your eyes closed." Hot Rod laughed as he led Sydney up the incline.

"They're closed! Where are you taking me?"

"Hold on! We're almost there."

Sydney slipped a little losing her hold on Hot Rod's hand. "Hot Rod!"

He turned to see her on her knees, "Aww, here." He picked her up and cradled her in his arms."Might be better if I carry you."

Sydney wrapped her arms around his neck to hold on, her lips brushing his metal cheek. An awkwardly close moment passed between them. Hot Rod held her close glad that she couldn't see him blushing.

"Well, um...here we go. Hold on tight, O.K.?" As they reached the top, he stood for a moment savoring the soft touch of her fingertips on his skin.

"Are we there yet? Is this it?" She smiled wanting to remove the blindfold.

"Oh! Yeah, we're here. Ready?" He put her down and untied the white cloth revealing her closed anticipating eyes.

"Can I open them now? Please?!" She danced with excitement.

"O.K." He turned her to face the bright sun, "open 'em."

Sydney peeked open her eyes and was overwhelmed by what she saw. She stood on the ledge of Lookout Mountain. A precipice overlooking a lush and open valley filled with life and hope, untouched by the war.

"Oh, Hot Rod!" Her eyes filled with tears and she cupped her palms over her mouth." It's amazing."

Hot Rod watched her as she twirled with glee.

"I had no idea so much..." She gulped back an excited tear, "was still here. I thought it was all destroyed."

Her eyes drifted over the valley, the spray of the waterfall dampened her hair as the thick pollen in the air smelled sweet and new. Wind rushed all around her as if it was greeting a relative with open arms. She turned to him, her eyes beaming and lept into his arms. Her laughter mingled with the birds singing all around them in the trees. He was surprised by her energy and felt a heat rising within him as she hugged his waist. He tried to hold in his blushing smile but he had never in his life felt such a pure and uninhibited happiness.

She began to pull away. "Oh, Hot Rod," she pressed her cheek to his chassis and sent a red-hot flame coursing through him. He trembled slightly as she spoke, her soft young lips moving lightly against his metal flesh. "I have never seen anything so beautiful." She gazed up into his deep blue optics. "Thank you."

Hot Rod tried to catch his breath, his systems glitching as he stared down into her warm, wet face. He swallowed hard. "I thought you'd like it after being cooped up in that bay all this time."

She hugged him hard. "It wasn't so bad. As long as you were there. I would've never made it through without you." She pushed off of him, her attention lured away by the sunset. "Oh, look! Oh, my God." She teared up again as the colors of the valley became warm and dark.

Hot Rod found a nearby tree and leaned against it as he watched her, taking in all of her life and inspiring exuberance. He knew he had done a good thing for her and he felt proud and humble as if he had no choice in the matter. He had to show her. But, he noticed a strange feeling as he watched her sniffing the breeze. Her smile intoxicated him like a drug and he couldn't get enough. But, as he fumbled with his emotions he found himself also fearing her a little. He stared into the distance contemplating what he would do next.

"Hey," she stood beside him with her hands on her hips innocently smiling, "Whatcha thinkin' about?"

Her question caught him off guard but he was even more surprised when she curled her arm around his. As she hugged him close, he could feel the curve of her breasts brushing against his arm. She felt him clench his fist in frustration slightly rubbing her belly sending warmth racing through her. She closed her eyes and wished he would move again. He felt her shiver a little.

"Are you cold?" He spoke with such concern, it still surprised her.

"A little." She smiled.

"Here." Hot Rod lifted his massive arm, brushing her again, her body humming with his electricity. He placed his hands on her hips and moved her in front of him as he sat down beneath the tree. "Sit." She smiled excitedly and sat between his legs her back to his chest. He wrapped his cumbersome arms around her. She was shocked and aroused by the heat that surrounded her, his entire body vibrated with the heat of his excitement.

"Thank you, Hot Rod." She whispered inside his embrace.

"Better?" Hot Rod brushed a strand of hair from her eyes as he gazed down at her affectionately.

She looked up, twisting slightly to face him. "Hot Rod?" She turned slowly, a look of coy drunkenness wafted over her as she stared at him face to face. Hot Rod pulled back, slightly afraid of her sudden closeness. She reached up slowly, her hands like water slipping over his slick arms up to his cheeks. Then she pulled him into a gentle kiss. His metal lips stood ignorant as hers clung softly, her breath shallow and sweet. He sat motionless as his processors raced with the new information of the strange embrace. His body lit up with passion as she wrapped her arms around his neck her head tilting slightly pressing deeper into his kiss. Instinctively, he cradled her in his arms as he inhaled her warmth savoring the tingling from her lips. Her body swelled as his hands moved over her back sending shock waves of heat racing through her body.

Hot Rod had never in his life experienced something so sublime and gentle. He brought his other hand up and cupped the back of her head leaning forward slightly. He could feel her chest rising and falling against his getting closer and closer to him. He kissed her with a passion he never dreamed would be released. Sydney felt his strength as he held her tightly cradling her in his arms. They smiled as they opened their eyes slightly still kissing innocently. After what seemed like hours in a dream, they pulled apart and noticed it was night and they were surrounded by millions of stars in the night sky.

"Sydney..." Hot Rod could barely speak.

"I know." She whispered grinning.

They stared into the sky hugging each other close as if they had finally found what they had always been looking for and if they didn't, it would slip away.

"I could stay here forever." Sydney stretched her arms back extending her spine exposing her belly to Hot Rod's face. He leaned forward and planted a gentle kiss on her belly button making Sydney giggle a little.

Soundwave zeroed in the two as they walked back to IACON hand in hand. Hot Rod's internal alarms began to fire and he quickly turned around to shield Sydney. Soundwave easily blasted him out-of-the-way and swooped down grabbing Sydney around the waist. With a quick scream, they were flying high above Autobot City. She struggled as he climbed higher and higher further away from the city. The air became thin and Sydney began to lose consciousness.

Soundwave felt the human go limp and fearing Megatron's wrath, he descended cradling her in his arms. He landed on the shore of an uninhabited island and laid her gently on the warm sand. He quickly scanned her biorhythms and found she was only unconscious. He sighed and crouched beside her waiting for her to awaken.

Sydney shifted slightly feeling the sand on her fingertips. Confused, she opened her eyes to see Soundwave peering down silently at her. Fear struck her stiff as he kneeled beside her holding out his hand.

"I am not going to hurt you." She sensed something strange about this Decepticon. It was her first encounter with one but she remembered the stories of these monsters who destroyed her world. His modulated voice was curiously comforting but her mind fought flashes of Hot Rod's motionless body coming back to her. She pulled back, cautious, not knowing what to expect from this hulking machine.

"Where are you taking me?"

"Megatron has requested your presence."

"Megatron! The leader of-"

"Yes. But he strictly demanded you arrive unharmed...so you have nothing to fear from me."

Sydney felt a jolt of energy as she slowly scooted away from him. He reached out for her but she leapt into a clumsy sprint heading into a vast black forest. He stood up stoically, disappointed but unshaken.

"Ravage, eject, return the human to me." His glass chest opened up to reveal a cassette tape transforming mid-air and landing as a black metal panther growling processing his instructions.

As the cat bounded after her, Soundwave called out, "Unharmed."

Sydney raced through the ashen remains of what used to be a lavish jungle. Towering spires of balancing soot stood where swaying palm trees once decorated the shore. She could feel them ready to crash around her in a thick cloud of black fog. She could hear something following her. She dashed through the forest trying to be careful of the waiting trees, burnt leaves of exotic plants slapped against her legs coating them in the black ash. The sound of Ravage gained on her as she could hear the crashing waves in the distance. She continued deeper into the jungle. Then, she found a fallen charred tree and slipped her way inside the tangle of delicate unbroken ash leaves. She heard the growl coming closer inspecting the area. She held her breath and sat still waiting for it to pass. She saw through the leaves that it was a robot cat, sniffing at the ground, growling lowly shaking her chest in fear. Then it left prowling off in a different direction away from her. She let out a sigh and instantly in an explosive cloud of black carbon, she was pinned under the weight of the huge cat. She let out a whimper as his metal claws tore into her back. He leaned down and clamped down on her thigh. Sydney yelped as his metal fangs pierced her flesh and he began to drag her quickly back to Soundwave still standing on the beach.

He observed the blood seeping from Ravage's bite and ordered him to release her. Shaking his head as Ravage dropped her to the sand, Soundwave reprimanded his pet. "Ravage. I said unharmed." Ravage whined a little and rubbed affectionately against Soundwave's leg. He sighed and patted the purring cat's sleek head. "I forgive you. I just can't speak for Megatron." He knelt down and scooped her into his arms and headed into the water. Behind him, Ravage bounded into the water splashing blindly into the waves. Soundwave gently washed the ash from her face dripping the saltwater over her cheeks.

Sydney tasted the salt on her lips and came to. Soundwave reached beneath the water to her thigh and caressed it gingerly washing the blood away. Sydney shuddered slightly alerted him to her consciousness.

"Why?" She whispered exhaustively.

"Megatron said unharmed." His cool metal hand slipped over the wound, the saltwater stinging as the blood drifted into the sea. He cupped some water, "Close your eyes," he held the water above her face. Sydney closed her eyes and felt the water dripping gently onto her cheeks. She couldn't believe that he was what she had heard of ever since she came to live with the Autobots. He seemed so kind and unwilling to hurt her. In that moment, she felt that all of the horror stories were untrue, at least for this Decepticon. Of course, this was the first time Soundwave had ever touched a human. He noticed how soft her skin was. He had little concept of soft. In his world, everything was hard edged and solid. He shook his head silently readying her for a dip beneath the surface. "Hold your breath."

Earth. Pacific Ocean.

Aboard the Nemesis.

Constructicon's Lab.

Megatron gazed upon the human's smallness. He let his optics wash over her soft, pale skin and focused on a gash on her thigh, red liquid dripping to the metal table and down to the floor. He reached toward her slowly wiping a small blotch onto his finger slipping it cautiously into his mouth. He was surprised to find the warm liquid had a slight metallic taste, like rust. A curious grin flickered across his lips as he desired to taste more. He leaned down quietly and licked the warm liquid slowly from her wound savoring the strangeness. Her leg twitched when he went to take another taste and she noticed she was awake, staring in horror at him.

"You are a fascinating creature." He whispered licking the blood from his lips.

She was scared stiff. This was the first time she had seen the Autobot's fearsome enemy up close. She felt as though she was staring into the face of her killer.

"Megatron!" She whispered.

"We meet face to face, finally." He smiled strangely. "So, you survived, surprising. You don't appear to be any stronger than your pathetic race. How did you happen to do that, anyway?"

She couldn't speak. Even though his demeanor didn't seem to be threatening at the moment, she had seen the malicious acts he was capable of and felt she would die of fright.

"Oh, yes. Now I remember. The force-field around Autobot City. Quite a stroke of what you humans call 'luck'. He stood above her like a statue, cold and emotionless. Then, his attitude quickly shifted to anger and she could feel his heat rising. "Not so lucky, now. Are you?"

Rock and a Hard Place

Earth. Pacific Ocean.

Aboard the Nemesis.

The Cells.

Perceptor stared into the darkness of the cell. After much calculating, he came to the conclusion there was no way out but through the door. Unfortunate. He didn't know why the Decepticons had brought him here but he was sure it had evil ends. He knew only his mind would get him out of this situation. He hated conflict. He was just a surgeon and scientist. He had repaired many of his friends after an unfortunate encounter with Megatron and his men. He gathered from all of the carnage he had seen in his lifetime that Megatron had become a sadistic killer with no remorse for the countless lives he had dispatched. Perceptor knew Megatron always had some sick plan. He heard footsteps approaching, coming closer to the cell. Skywarp and Dirge appeared beyond the bars smirking at him. They unlocked the bars and filtered into the cell. Perceptor quickly calculated there was no point in trying to fight them. Pointless. A waste. He had no choice but to submit.

"Aww. No fighting? Not even a tiny struggle." Skywarp taunted as he unhitched the tiny robot's wrists from the wall restraints. "I'm disappointed."

"Yeah, I was kind hopin' we would hafta rough ya' up a bit." Dirge shoved Perceptor into Skywarp. Skywarp shoving him back into Dirge. They shoved him back and forth, bullying him with little resistance.

"Gentlemen, please! If you have some purpose for me then proceed. I will not fight you." He stood still expecting more senseless machismo. Skywarp and Dirge stood at attention when they noticed Shockwave's cycloptic eye watching them from the doorway.

"That's enough. Deliver the Autobot to Megatron immediately. He is waiting."

"Yes, Commander." Skywarp and Dirge fell in line and grabbed Perceptor by his arms and walked him out of the cell.

Megatron rose from his throne as they entered. "Ahh, Perceptor. So good to see you again. I trust these boys treated you with the utmost respect." Megatron grinned pompously. Perceptor had always thought close up, Megatron was quite charming. Slimy. Scary. Overwhelmingly intimidating but nevertheless charming.

"No more than expected from their puny minds." Perceptor humphed and stood tall to Megatron. Elevated. Confident and bored. "What do you want this time?"

Megatron smiled at his old friend. "I have in my possession a fascinating creature of great value...who happens to have in her possession something I want."

Perceptor was confused. "Her?"

"I believe you know her. Very clever of you to hide your secrets in the brain of such a weak yet... expensive creature. Very important, both of them. I have plans within plans for them." Megatron paced around the room orating to himself. "One thing perplexes me still. You knew I'd find out about this, didn't you,old friend?" Megatron looked him square in the eye, an evil grin curling his lip.

"Don't call me that again." Perceptor looked away, ashamed and embarrassed.

"How did you know I wouldn't rip her head off myself and just...pluck them out?"

"What have you become?" Perceptor shook his head. "You haven't been my friend for a long time, Megatron."

"I am an entrepreneur. I know the value of these humans on the galactic open market. A rare creature now thanks to me. She is one of two exclusives. Very lucrative. Is that why the Autobots want her or is Prime still living in his delusion of having to protect all human life?" Megatron chuckled, disgusted. "Why haven't I killed him yet?" He joked with himself under his breath.

"Get to the point, Megatron."

"I want this human alive. But I also want the data chip. You put it in her head and now I want you to take it out."

"And if I don't?"

"Then your little human friend will be minus the chip and her head." Megatron settled into his throne. "I want that chip. Now, will you help me? Of course you will. Take him to her." Skywarp and Dirge appeared at Perceptor's sides and took him by the arms.

"Why me? Why choose me, Megatron? Is it because -"

"I chose you because of your talent and your knowledge of the human anatomy."

Perceptor had no choice. As he stared into the darkened visage of the monster who replaced his friend he suddenly regretted ever meeting him in the first place.

"Alright. I'll do it." Perceptor sighed. "On one condition."

"Do you actually think you are in a position to make demands?" Megatron laughed.

"For old times sake, then."

Megatron stared at Perceptor and smiled waving his hand in agreement. "One."

Perceptor turned his attention to the Skywarp and Dirge. "I go in alone. I don't want any of your blundering idiots to distract me or worse. I will extract the chip and deliver it you. Then you will release all of us."

Megatron rubbed his chin. "I'm shocked at your arrogance, old friend..." His smile became an angry frown. "Have you forgotten your place?" Skywarp and Dirge knocked Perceptor to his knees as Megatron rose from his throne. "You will extract the chip and you will give it to me. What happens after that is up to me...NOT YOU! Understand, little scientist?"

Perceptor did all he could to hide his fear. "Understood."

"Good. That is the Perceptor I remember."

Perceptor tried to concentrate on his task but Megatron's words resonated in his mind torturing him. He knew he had to remove the chip from her brain but would Megatron be able to tell if it was indeed the data chip he coveted?

When they pushed him into the operating room, he noticed Sydney lying on a steel slab in the center of the room surrounded in blinding white light. She turned to look at him in shock and obviously drugged.

He rushed over to her. "Sydney, are you alright?"

She tried to speak but the drugs took hold. Perceptor leaned down close to her and whispered in her ear.

"Don't worry. I have a plan."He gingerly turned her onto her stomach and prepped the base of her skull for surgery.

Megatron paced, hands clasped behind his back, outside the door to the lab. Soundwave sat close watching the view from inside the operating room on the view screen. He watched intently as Perceptor opened up the back of her skull and delicately pushed around brain matter to get to the chip.

"He has extracted the chip." Soundwave hummed as Megatron peered over his shoulder.

"Bring it to me, Perceptor." Megatron boomed.

Perceptor turned to face the screen, hands stained with her blood. "Let me close her up and I'll be right out."

They watched until he laid the final instrument on the table and turned her over. Soundwave and Megatron stood ready at the door, seething in anticipation. The door opened with a hiss and Perceptor emerged.

"It is done."

"Give it to me." Megatron held out his hand and Perceptor placed the chip gently in his palm.

"It's fragile, Megatron. Be very-" Before he could finish his sentence Megatron and Soundwave both were already on their way to the throne room to analyze the data. In their excitement they had left Perceptor unsupervised with Sydney.

"So predictable." Perceptor smirked. Then he turned to Sydney and with a burst of energy he scooped her off the table and went over to the view screen. His fingers moved like lightning as they typed out an encrypted distress signal to Autobot City. Sydney laid limp in his arms as he typed. "Don't worry, they'll be here soon."

When he finished, he carried Sydney quickly through the maze of corridors that seemed to go on forever. He switched to infrared and scanned the walls. On his far right he saw enormous heat generated by objects moving outside the wall and above him.

"We're...underwater?" He laid her on the floor and maniacally searched for an abandoned weapon. "Damn, nothing!" He cursed himself for not getting fitted for defense when he was recruited. He had never imagined he'd be in this situation again.

He joined the Autobots because they told him he could have a position of safety at the base and never have to go on the front lines. His surgical equipment could cut steel but it would take too long.

Then he heard a strange noise. A humming sizzle coming from the outer wall. On the other side of him he heard a great roar as the Decepticons had evidently discovered his treachery. A thousand angry footsteps were approaching on one side and the ocean on the other. They were trapped. He picked Sydney up and threw her over his shoulder as he noticed the outer wall turning red. Then as the footsteps grew louder and closer, the hull breeched and a spout of water hit the ceiling.

"Hold your breath, Sydney!" He jumped, grasping hold of a thick pipe that ran the length of the ceiling just in time. As he tighten his grip, the hull breeched and exploded water into the hallway. The rush of the water slipped Sydney off of his shoulder. He grabbed her ankle just as his finger slipped from the pipe. But he was not being pulled away with the rush. He looked toward the breech and saw Optimus and Hot Rod holding his wrist bracing themselves on the outside of the ship. They pulled him through the twisted metal rip and up to the surface with their jet packs. Hot Rod quickly scrambled for Sydney as Prime held Perceptor's weak head out of the water. Above them, Springer hovered in helicopter mode spraying water all around him. He opened his hatch and a metal arm with a claw on the end dropped to the surface. Hot Rod quickly clasped it around himself and Sydney to be hauled up into the copter.

"We have got to go faster. Megatron's coming and he's pissed!"

"What did you do to them, Perceptor?" Prime laughed.

"Oh, this and that." The arm came down again. The both climbed on and were hauled out of the water. Springer turned 180 and set a course for Autobot City. Hot Rod cradled Sydney who was still unconscious and had began to bleed from her incision.

"Wanna tell us what is going on, Perceptor?" Prime bellowed leaning against the wall.

Perceptor fell to the floor exhausted. "This and that, Prime." He sighed. "This and that."

Starscream's Gift

Aboard the Nemesis.

The Cells.

Drew clutched her head as she awoke to the freezing metal floor and total darkness. She could feel a throbbing sting in her left arm and as she painfully reached for it, she noticed a warm gush of blood meeting her fingertips.

"What happened?" She whispered to herself as she turned onto her back.

"You don't remember?" A tinny voice rose from the shadows mocking her.

Drew's eyes grew wide as she quickly sat up ignoring the pain.

"Who's there?" Her voice quivered as she pushed herself away from the source.

"I am Starscream, your captor, and Megatron will be quite pleased with me now that your pathetic friend has escaped his clumsy grasp." With a smarmy chuckle, he turned to her illuminating a crimson path with his glowing optics.

"What?" Drew held her arm tightly as numbness set in.

"He isn't capable of even detaining a little human girl. How can he be expected to rule a galaxy? I am a much better choice for leader of the Decepticons." Starscream approached her clinching his fists.

Drew backed herself up against the wall of the dark cell. "Sydney?"

"Yes, that pathetic Autobot Perceptor helped her escape. What I find amusing is that even though the Autobots were here to save her...they didn't even notice you were gone. Even Optimus Prime, himself, was here." Starscream grinned slyly as he kneeled down to stare her in the face. "Why didn't they save you, too?"

Drew looked away from him trying to rationalize why when he tugged at her chin to face him.

"Maybe they don't want you."

"That's not true." Drew whispered tearing up at the thought of it. "You're wrong."

"Am I? Well, I know that the Decepticons want you for sure. Megatron wants you. We want to protect you from them."

"Protect me? But-"

"Oh, you don't believe all those stories about us, do you? We're not evil. We just have a difference of opinion. That's all."

"But, Earth-"

"Casualty of war. They made you think it was all our fault, didn't they? That is just like an Autobot. We are an easy target for them."

"No," Drew shook her head trying to silence his thoughts. "There is no way I am going to believe the Autobots are the bad guys. No matter what you say."

"There are no bad guys in this war, little girl. Only victors and losers."

"Then, what do you want with me? And what did you want from Sydney?"

"I want to give you to Megatron. Then he'll see that I am not such a great disappointment and he'll pay me some much deserved respect." Starscream grabbed her by her bleeding arm and with a yelp, dragged her to Megatron throne room. When he opened the door, he noticed the room was empty.

"Where is everybody?" He huffed.

Drew struggled to free her wounded arm as she helplessly wept at his side.

Then, he heard footsteps from behind him. "Here they come. Now is my chance." He brushed some of Drew's blood from his leg and postured himself for a warm reception.

Megatron rounded the corner fuming surrounded with Decepticons urging him to battle. He brushed right by Starscream and Drew in a huff headed for the sanctity of his throne. He plopped down and raised his cannon to the bickering soldiers pestering him.

"Leave me now or you'll meet oblivion sooner than you can spell it." Megatron's voice was low and seething with rage.

The soldiers quickly hushed and scuttled out of the room past Starscream.

Megatron sat slumped in his throne, grinding his fingers into the armrests.

"Mighty Megatron?" Starscream said gently.

"I will kill you right now, you sniveling embarrassment, if you have nothing important to say." Megatron pointed his fusion cannon at Starscream bowing in front of him.

"But, I come bearing gifts, my Lord." He held Drew up to Megatron bleeding and crying.

Megatron leaned forward slowly to inspect the girl. A smile curled across his lips as his rage gave way to elation.

"Starscream," he bellowed as he pushed himself out of his throne and stood towering above the kneeling coward, "you have finally done something right."

Starscream stood proudly and offered the human to him. "I thought you would be pleased."

"Give her to me." Megatron held her and inspected her wounds. "She's hurt. Was that necessary?"

"They break too easily, my exalted leader."

Megatron's smile became a frown as he stared past Drew to Starscream backing away from him. "I didn't care which human I got . . . but I gave strict orders they be unharmed. This one looks like she's on the brink of expiration." He held her away from him disgustedly. "What a mess. Don't think you did me any favors here, Starscream. If she dies, I will hold you responsible. Now, get out of my sight."

Starscream clinched his fists, mumbling angrily to himself as he exited the throne room. On the other side of the door he folded his arms as he leaned against the wall.

"Someday, Megatron, someday everyone will realize I am the true leader and you will die leaving the Decepticons in my all too capable hands. It will happen . . . even if I have to kill you myself."

Earth. Autobot City.

As Prime entered his quarters to recoup from the rescue, Bumblebee caught him at the door.

"Prime, I need to tell you something."

"What is it, Bumblebee?"

"It was Laserbeak. I went over the surveillance video and saw him leaving."

"Well, that explains how Megatron knew about the chip's location., Good work. I will watch it after I rest." Prime turned away and Bumblebee grabbed his arm.

"Prime, there's something else." Bumblebee hesitated, biting his lip. "He took Drew."

Prime stepped back. He instantly pictured her dangling from Laserbeak's razor-sharp talons. "No." He quickly shot past Bumblebee determined. "We're going back."

"I don't know what happened, Prime. We were just-" Bumblebee followed close behind him as he headed back to the helipad where Springer was being refueled.

"It doesn't matter. Let's go!" Prime climbed in the bay readying his rifle.

"Prime, I have to finish refueling or we'll be eating asphalt."

"Yeah, Prime, just let him refuel and then go." Bumblebee pleaded.

Prime charged his rifle and with a frustrated sigh, he conceded. He stepped out onto the helipad and Bumblebee patted his shoulder. "We'll get her back, Prime."

"How long, Springer."

"At least ten minutes. Then I'll be good to go."

Prime walked out to the ledge of the pad and stared into the sunset on the horizon. He could feel her calling to him. His heart ached at the thought of her in the hands of the Decepticons, especially Megatron. He felt a moment of clairvoyance. He could feel that this kind of thing was not going to be a one time event. He felt this was the beginning of a lifetime of fighting to protect her. His attention was drawn to Hot Rod helping Sydney walk. Hearing their laughter and seeing how happy she made his friend he knew that these humans would be a lifetime of pleasure and pain.

"Perceptor." Optimus radioed.

"Perceptor here, Prime."

"Reinsert the chip." Prime gulped as he watched the happy couple.

"But Prime, that could be highly dangerous."

"It is safer with her than with any of us. Do it. That is an order."

"Yes, Prime."

Prime turned to see Springer transformed and Bumblebee with is arms folded. Their shocked expressions revealed their true feelings. Doubt was written all over their faces. Prime looked over each one foe a sign of approval where there was none. He stood tall convincing himself he was doing the right thing.

"Are we ready?"

Springer nodded and transformed back into copter-mode. Prime climbed in.

"You're going alone?" Bumblebee grabbed his arm.

"I'll be fine. Go now."

Bumblebee let go of him and they lifted off into the sky. "I hope so."

Autobot City. Ratchet's Lab.

Ratchet cupped the bloody microchip in his hand gently as he gingerly sat down in his lab. He took a pair of forceps and carefully placed it back in its original receptacle. He stared at the blood hardening on its surface his mind racing. He felt a guilt sweep over him as if the whole incident was somehow his fault. He was popped out of his zone when Perceptor popped him on the back of his head.

"What are your wires obsessing over now, comrade?" Perceptor sat across from Ratchet at the lab table. "Do you require some assistance?"

"What happened out there, Perceptor?"

"It was quite harrowing, my friend. But it is over now. Megatron did not get the chip and Sydney is home safe. That is all that matters."

Ratchet chipped the dried blood from his hand. "Safe?"

"Megatron demanded I remove the chip in front of him so I performed an act of slight of hand and misdirection confusing his mind into seeing what I wanted him to see."

"You are doing it again." Ratchet tapped his finger on the metal table.

"Apologies. I switched the chips."

Ratchet smiled, surprised. "What did you give Megatron?"

"A very informative data chip on the sand slugs of Saturn 7."

Ratchet erupted in uncharacteristic laughter. "You did that?! To Megatron!? Oh, I would've loved to see his face!"

"Me, too. I didn't stick around long enough to get to enjoy it."

"Clever, my friend, very clever."

They laughed for a moment then turned their attention back to the chip.

"I hate that I had to injure Sydney." Perceptor rubbed his head as he stared at the chip under the light.

"You did what you thought was right. And she a tough little girl."

"Yeah, a little girl. And Megatron-" Perceptor stopped himself.

"What?" Ratchet pulled his chair close to his friend.

"Prime must save Drew. What Megatron is planning to do..."

"What?"

"He wants to sell them."

"Sell them. To who?"

"They are the last humans of Earth in existence."

"The Intergalactic Black Market. What a fiend."

"He has no limit. But Prime will get her back. He has to."

"He better. That's my best friend out there with those maniacs." Sydney joked hugging close to Hot rod's side in the doorway.

Ratchet and Perceptor were caught off guard. "Sydney! Are you alright?" Ratchet stood up respectfully.

"Thanks to Perceptor." She smiled sweetly.

"What are you hens clucking about in here anyway?" Hot Rod derailed the seriousness.

"Oh, we were just discussing Perceptor's clever deception while rescuing this lovely lady." Ratchet charmed.

Hot Rod approached Perceptor suddenly serious. He reached for his hand and held it tightly. "Thank you, old friend, thank you."

"Any other self-respecting Autobot-"

Hot Rod stopped him. "No, don't do that. This happened because it was you there."

"Thank you, Hot Rod." Perceptor sat down accepting his first compliment. He felt proud of himself for the first time in his life.

Ratchet sat Sydney down in his chair. "How is your head?"

"Sore. So...Prime wants the chip re-inserted?" Sydney gazed up at ratchet who looked over to Perceptor uncomfortably.

"It seems so. I want to check you out first. Any dizziness, light-headedness?" doctored Sydney inspecting her eyes, and the incision on her head.

"A little." Sydney winced as he gently lifted her black hair off her neck to better see the incision.

"I think these two can take it from here." Hot Rod leaned down and kissed Sydney gently on the lips sending shock waves through Perceptor and Ratchet. Hot Rod stood tall and proud as he strutted out of the lab. Sydney sat in a daze as she watched him leave.

Ratchet smiled over to Perceptor but neither said a word as they prepped her for surgery. She was to be unconscious due to the growing pain in her head. She drifted slowly as the anesthesia took hold. She smiled as she exhaustedly sank into unconsciousness.

Optimus brings Drew back after rescuing her from Megatron.

Optimus Prime was at Drew's bedside the whole time. He was more sure of his desire than ever. Hot Rod couldn't sit still in Sydney's absence. The microchip Perceptor extracted from Sydney's brain needed to be replaced immediately. There was a mishap during surgery which left Sydney in a coma. Hot Rod waited patiently for her to wake. He feared she would die and he began to cry. Such a rare event, Hot Rod was frightened and surprised by this. Unknowing to their arousal, the boy's professed their undying love for the girls. The girls were receptive and everyone fell in love.

Optimus Prime, Hot Rod and Jazz went on a mission to rescue Dr. Orbiton, the human uber-genius who had been captured by Megatron to help him invent the bomb that destroyed all human life, from Ebon Base One. Hot Rod found him but Megatron found Hot Rod. He severely wounded him but Optimus and Jazz rescued Hot Rod and Dr. Orbiton and took them home. When they returned to Autobot City, Hot Rod's energy was almost completely drained. Supplies were drastically low and the part Hot Rod needed was in Ratchet's old lab on Cybertron. Optimus, Jazz and Bumblebee decided to go get it.

While Prime was gone, Drew got very worried. Feeling impulsive and vigilant, she followed him to Cybertron. The Decepticons were waiting for her though. Megatron grabbed her as Prime and the others headed for the space bridge. Megatron proposed a trade, Drew for a fight. Optimus agreed and a horrible fight ensued. Bumblebee tried to help but was injured. Jazz grabbed Drew and the part and headed for the space bridge. Bumblebee dragged himself into the bridge before Megatron could notice and they returned to Earth. Optimus remained and fought a bitter battle with Megatron.

Back on Earth, Sydney kept vigil by Hot Rod's bed. She refused to eat. She fell asleep in the bed with Hot Rod and slept so heavily, she didn't wake up when Perceptor and Ratchet removed Hot Rod and fixed him. When Hot Rod saw Sydney sleeping on his bed, he climbed back under her arms as if he never had left. When Sydney awoke, she found Hot Rod's arms around her. They said nothing as they laid in the darkness feeling mutual love and desire.

Elsewhere, Optimus returned, badly beaten and very close to death. Drew blamed herself for his damage but Bumblebee reassured her it wasn't her fault. While Optimus was being repaired and recovering, Bumblebee and Drew became very close. While Drew sat with Prime, Bumblebee came to ask her if she wanted to go on a picnic. He thought it might take her mind off of Prime. He overheard her telling him that she loved him. Bumblebee dropped the basket and ran out of the room. Drew followed and asked him what was wrong. He told her he didn't want to bother her. She insisted they go on the picnic. Bumblebee took her to a nearby lake where he planned to tell her of his deepening feelings for her. Drew mentioned her love for Prime and that she and bumblebee were just friends. Bumblebee lowered his head unable look at her. Getting up to leave, he told her of his love for her. Drew was torn so she ran to Optimus' bedside. Bumblebee knew she'd be there, he stuck his head in and listened to her recount the event to an unconscious Optimus. Bumblebee slid down the wall to his knees and hid his head.

Hot Rod and Sydney kissed passionate good-byes in the hallway. Sydney had elected to go to Cybertron to retrieve small effects from Ratchet's lab. She was the only one small enough to do the job. Hot Rod wasn't too jazzed about the idea but Sydney insisted. She was accompanied by Springer, Blaster and Jazz. On the way back to the space bridge, they were once again ambushed by the Decepticons.

While protecting Sydney, the Autobots fought the Decepticons. Lurking in the shadows was Megatron though. He captured Sydney vowing, "you escaped me once, but not again." When the badly beaten Autobots returned, Hot Rod, hearing of Sydney's capture, mindlessly entered the space bridge to retrieve her. He walked right into Megatron's hands. He vowed to turn Sydney into a Deception as a perfect revenge.

Allies and Enemies

Pacific Ocean.

Aboard the Nemesis.

Constructicon's Lab.

Megatron stood behind the plexiglass wall as Long Haul threw the switch. The room lit up like an exploding sun and filled with smoke.

"What's going on?" Megatron growled at the frantic robot.

Long Haul pushed buttons and pulled levers in an attempt to activate the carbon monoxide spray.

"No! What are you doing? She's still in there. You'll kill her, you fool!" He grabbed Long Haul right as he laid hands on the lever and was still clutching it as Megatron pulled trying to stop him. The extinguishers clicked into action spraying the room in all directions putting out what they thought were flames.

Megatron was so infuriated, he grabbed Long Haul and ripped his arm from its internal servos and began to beat the glass with it. When the sprayers stopped the room was filled with a white mist. They stared in disbelief and shock. Then a hand appeared out of the fog on the glass. A metal hand. Megatron's mouth hung open as he approached it. The hand pressed its palm to Megatron.

"She's alive. Clear it out, she's alive!" Megatron placed his palm to hers and stared close to the glass. "My beautiful creation. My ultimate weapon." He whispered.

As the smoke cleared, her face appeared like a mutated reflection. Megatron looked up to see her staring right at him, as if she'd been staring straight through the thick smoke. He pulled back feeling her rage and madness through the glass as she curled her fingers into a claw and began to scratch slowly, eerily. Megatron then realized there was something horribly wrong with her. An evil grin took over his face and he approached her with no fear.

"Yes, I see. Excellent. Unbalanced, psychotic. . . you are indeed the perfect weapon." He smiled at her and she stepped back. The door opened to the room and the Constructicons filtered in ignorant of her madness. Megatron watched as she turned to face them slowly. Her optics glowed red as if they were burning, a different effect that pure optic sensors have. Her eyes were filled with millions of fiber optics and they seethed with each deep breath. He noticed her claws go rigid and her knees bend slightly. Long Haul was the first to try. She let him come close to her and grab her arm but then in a crunch of steel, she had driven her free claw up into his throat. He gasped as she reached up inside his head. His optics exploded in a shower of orange sparks as she ripped his mechanical brain from its casing down through his jaw. She dropped him to the floor in a pool of his own black fluids. The other Constructicons stared at her in horror as they stepped back with her every step forward. She moved as if she had her eye on all of them at once.

"Next?" She moaned with her deep, biting voice.

The Constructicons ran out of the room as fast as they could and locked the door behind them. Megatron stood above them with his hands on his hips.

"Brilliant cowards." He shook his head. "But, we did it. She's alive and obviously insane. I could drop her in Downtown Autobot City and she would've killed everyone by now. She is definitely. . . a success. She must be removed immediately and placed in her own quarters. I will leave that up to you. I trust you will make our newest Decepticon warrior feel at home."

The remaining Constructicons looked at each other in desperation as Megatron walked away. They glanced into the room to see her staring out at them. Her eyes, again, on all of them at once.

"She is creepy." Scrapper shivered.

"What happened? Did someone fuck up the formula?"

"I can't look at her anymore."

"How are we going to move her? Where are we supposed to take her?"

"We could put her in a cage."

"That's brilliant. I want Megatron to order my execution for insubordination. Can you imagine what he would do to us if we didn't follow his orders?"

"She'll kill us the same way she did Long Haul. Did you see what she did to him? Ugh, his face. His optics exploded. I don't know about you but I like my brain where it is."

"C'mon guys. We are brilliant. We can come up with something. Why don't we try talking to her first. Lure her out. We know she can speak and is somewhat intelligent. Perhaps we can reason with her?"

"With that?" Scrapper pointed at the glass beside the door. Her face stared out at them no more than five feet away. Her claw scratched the glass slowly producing a spooky chalkboard sound that singed the Constructicons' audio sensors. They all grabbed their heads in pain as she smiled from behind the glass. They quickly filed into the protected room and the noise stopped.

"I don't think it's going to happen."

"It won't hurt to try." As he said it, he realized how stupid it sounded. He opened communications.

"Sydney? Can you hear us?"

She walked slowly over to the glass. "Not. . . Sydney. . . anymore."

"What shall we call you?"

"My name is Catarina."

"Ok. Catarina. Why did you kill Long Haul?"

"Do I have to have a reason?" She smiled coyly as she positioned herself on his back like a vulture.

"Ok." He shrugged his shoulders as the guys whispered behind him. "Uh, would you like to come out of that room?"

She perked up and approached the glass. "Yes. Please let me out." He questioned her delivery as it was monotone and emotionless.

"You do realize that if you want to come out, you can't kill anyone."

Scrapper leaned forward and hit him on the back of the head. "Don't say that! Megatron would really be pissed if she came out of there and wouldn't kill anyone. She's supposed to be a weapon, remember? C'mon!"

"Uh, actually you will be able to kill people. Would you like that? Kill people?"

Scrapper hit him again. "She's not an animal. Dangle meat but don't be all boo boo face about it."

"Alright, Catarina. You can kill any Autobot you want." He waited for the slap to come and he turned around to see Scrapper nodding in agreement. He sighed and smiled. "But not us. You are a Decepticon and so are we. We don't kill our own kind. We kill the enemy, Autobots."

"Autobots?" She wandered to the table and fiddled with the strap she broke free of. "I will kill Autobots."

The Constructicons cheered. "It worked!"

"We are going to show you to your room. O.K, Catarina? We're coming in now. We are your friends." She nodded to them in agreement. They hesitantly left the protected area and opened the door. She stood directly behind it. They all took a quick step back readying for attack.

"Well, gentlemen. . . lead the way." She didn't display a single stitch of the madness she possessed when she was killing Long Haul. They looked at each other nervously as they lead her out to the Grand Corridor. "This is lovely." She sighed as she took in the setting. The black metal walls that reached 40 feet to the ceiling, the pale glowing light that seemed to come from cracks in the walls. The floor looked as slick a polished black ice. The Constructicons noticed that although her feet were metal, they made no sound on the floor and she walked with the grace and lithe of a cat. Silently, they were all proud of their creation. As they exited the Great Corridor, they saw Megatron waiting down the hall.

"Well, you all made it. You have exceeded my expectations."

"Thank you, Mighty Megatr-" Scrapper was neatly pushed out of Megatron's way as he reached for Catarina.

"I am pleasantly surprised by these results." He looked her up and down. "Yes, perfect in every way."

Catarina smiled and gracefully nodded her head. The Constructicons wondered where the lunatic had gone. She seemed perfectly adjusted and stoic with a secret. The blood still fresh on her hand as she gave it to Megatron. He led her into her quarters, an expansive black quartz hall with a balcony looking out over the mountainous west desert.

"Thank you, Lord Megatron. I will serve you to the full extent of my abilities." She smiled coyly at the Constructicons, whose mouths hung open in bewilderment, while she seductively licked Long Haul's blood from her fingertips.

As the door slowly slid shut, she pointed at each of the Constructicons then sucked on her fingertip. They each felt a collective shiver crack down their spines. Then she was gone, behind the door to her quarters with Megatron. The all exhaled finally.

"I have a bad feeling we are going to end up regretting this."

"Yeah. I regret it already."

"Not me," Mixmaster smiled whispering, "I want her to lick my fingers like that."

"I'd be afraid of her biting them off." Hook laughed.

"Fingers can be replaced."

Megatron couldn't take his eyes off of her as he showed Catarina to her new quarters. He had never seen anything so beautiful in all his journeys. She surveyed the room scanning each corner and crack then turned her attention to him. She locked in on him and approached him gracefully as if her feet didn't touch the ground. Megatron stood paralyzed, a fear rising. Her razored fingertips moved like ribbons as she caressed his chest. Megatron shuddered as a chill enveloped him sending his internal alarms into overdrive.

"What are you doing to me?" He stuttered fighting the overwhelming cold.

She pulled herself up to his face and licked his frosted metal lips melting them to burning but Megatron still couldn't move. The excitement began to rise in his hips as he wanted nothing more than to ravish her. He fought the paralysis to no avail. She smiled the same coy smile as she backed away from him. As the distance between them grew, the chill and paralysis subsided.

As he body return to normal and the alarms ceased, he exhaled an icy mist. He stared at her in amazement. "Excellent. You are more perfect than I imagined. What else can you do?"

She turned away and began to walk curiously toward the window watching the fish swim by. "You don't want to know."

"Perfect. I have something for you."

She turned to him curiously. "For me?"

"Come here to me, Catarina." Megatron ordered.

She obeyed instinctively and kneeled at her new master's feet. Megatron reached into his hip hatch and pulled out a device. He affixed it to her breastplate. He clicked a switch and her chest became blindingly hot. Catarina cringed but fought to stand tall as millions of razors cut into her. He removed the device from her chest revealing a white hot Decepticon symbol. Catarina fell to the floor clutching her chest and breathing heavily.

"Now you are one of us."

He stood tall admiring himself and his genius. Then he felt a stinging cold in his leg. He looked down to see her gazing up at him, her chest heaving. She slowly crawled up to him, her icy touch sending waves of electricity streaking straight to his core. Her optics bore into him, heating him from the inside with their intoxicating red glow. Again, he was becoming paralyzed in her grip. Before she could do any more damage he stopped her by grabbing her arms and pushing her away from him.

"Wait, save your desire. I have another gift for you. Follow me." Megatron lead her out of her quarters down a long staircase. "While we walk, I will tell you why you are here. I want to you to be the divine hammer of the Decepticon army. My secret weapon. You, Catarina, will reign a terror upon my enemies that will go down in the Akashic Records as the most delightful revenge in the history of Cybertron. You are my most beautiful creation." He stopped mid-stride to adore her. She proudly stuck out the fresh insignia on her blackened chest. "The gift I have for you...is delicate." They came to an elevator. Megatron continued as they went down. "I will explain more when we get there."

They arrived at the entrance to the cells, a hole in the floor, activated by an inconspicuous latch in the wall which opened a floor tile leading down another staircase to rows upon rows of closet-like cells. The black walls were illuminated by blue light drifting through the creases in the tiles. Megatron lead her down the hall to a bolted door. He smiled and waved his hand over the locking mechanism unlocking it with a hard metal clank. He pushed on the door swinging it open with a whining screech sending a wash of light on the prisoner unconscious with his wrists bound behind him.

"Kill him."

Hot Rod woke to blindness, his head pounding, a heaviness on his chest. Cold. As his consciousness returned he felt pinned to floor. Then he heard the breathing. He wasn't alone. He began to struggle with his restraints when he was pushed into the floor by unseen hands. The heaviness on his chest shifting. Then the icy hands were around his throat. His energy began to drain and the pounding increased. The breaths closer to his face.

"Who are you?" He winced, the blue sealight catching the fog from his pained exhale. Then he caught a glimpse of her as she leapt from him and darted into a darkened corner. He frantically searched the darkness fighting the pain and trying to stay alert.

"Who are you?" Her voice sliced through the air between them like warm milk.

Hot Rod stared in the direction the voice came from and tried to sit up. "Sydney?"

Then she was upon him, slashing with her claws at his chest, sparks briefly lighting her face as she licked his blood from her lips. She tossed him like a rag doll, bouncing his defenseless frame off of the cell walls. Her rage unleashed was an experiment in terror. She froze his circuits, thawed them and froze them again to a brittle dust. Hot Rod clung to consciousness and tried to speak between blows.

"Sydney, I know its you!" He screamed as she fell to her knees and climbed on top of him. He looked up into her dead red optics and a flame began to burn believing he'd lost her. His heart exploded with grief and he summoned the strength to turn the tide. He twisted his legs and turned her over onto the floor with a slam and he pinned her down with his weight. She fought and growled but he still overpowered her. He stared down into her with the last breath he could muster and leaned down to her left audio sensor and whispered, "I love you, Sydney."

"No!" She screeched. "I am not Sydney!"

Hot Rod covered her mouth as she struggled. "Yes, you are." He continued to whisper in her ear, "I love you, I love you, I love you." Her fight slowly died as her optics began to change from angry red to cool blue. Hot Rod, holding himself up with the last of his strength smiled at her when he saw her optics. "There's my girl." Then he collapsed on top of her.

"Hot Rod?" She held his limp head in her hands as she saw her bloody hands for the first time. "What?" She held her hand up to the light and swallowed hard. "Oh...my God." She felt her face and body and became aware of herself. Then she turned her attention to a brink of death Hot Rod and she remembered everything. But it wasn't her. It was someone else who did this. She picked Hot Rod up and slung him over her shoulder. Then she went to the door. Holding out her hand she froze the lock and pulled the door open. "Hang on, my love."

As she exited the cell, two guards came racing toward her. She turned and ran from them to the other end of the hall to found a dead-end. She laid Hot Rod gently in a corner and faced the guards. They stepped to her briskly and she stood still waiting for them. Then she held up her hand and splayed her claws. The men slowed to a stop and dropped their weapons. Sydney then picked Hot Rod back up and walked past the soldiers still frozen in place. As she walked by them she swung Hot Rod's legs hitting one and they both toppled to the floor shattering like glass. Then she continued down the hall, up the stairs and back the way Megatron showed her, all the way back to her quarters. She laid Hot Rod gingerly on the bed and caressed his cheek.

"Be right back. Unfinished business." She left him resting as she closed the door behind her sealing it with ice.

Aboard the Nemesis. Megatron's Throne Room.

Megatron paced impatiently waiting for news then he felt her, a chill in the air. He turned and saw her standing solemn before him, blood thawing on her perfect claws.

"I have done what you asked." She said, her head down and optics dimmed.

Megatron rubbed his hands together, delighted. "Excellent. Show me."

She led him down to the cells slowly, her rage growing with every step. She showed him the cell, door still hanging open. Megatron popped in to see her handy work but found an empty room. When he turned around, she had closed the door silently and was sealing it with a thick layer of ice.

"Catarina, what are you-"

"No. Not Catarina anymore." As she stared at him through the darkness he finally noticed her eyes were a deep blue.

"No!" Megatron screamed as she lunged for him. She knocked him down with a smash of metal on metal. Before he could defend himself her claw had plunged into his chest cavity and grabbed his mechanical heart. His optics flared in pain as his whole body seized. With a final rush, she pried its blackness from his chest and held it up into the light. As he twitched and died beneath her she froze the vibrating mass of wires and tubes crushing it to dust.

She leaned down to his lifeless husk and whispered to his face, "How dare you." Then she sealed him in the cell. She returned to her quarters before anyone had noticed and retrieved Hot Rod's limp body. As she hoisted him delicately onto her shoulder, alarms began to light up the base. Instantly she crashed through the window without hesitation sending a rush of sea water flooding into the ship. She used her ankle thrusters to propel them through the rush of the water. She broke through the surface with such speed that when they shot out of the sea she instinctively transformed into a jet and sped off toward Autobot City. She was so excited to be flying that she didn't notice when he didn't respond to her glee.

She approached Autobot airspace and was quickly hailed by the tower. "Approaching aircraft please identify yourself."

She recognized the voice and giddily replied, "This is Sydney and Hot Rod, Blaster. He's hurt bad. Get Ratchet ready. I am comin' in."

Blaster and Eject began quickly radioing around preparing for her to land. Ratchet ran to the landing dock and waited scanning the horizon for any sign of them. Then he caught them, coming in too low and too fast. "Pull up, Sydney. Pull up!"

They watched her get closer and closer and it looked as if she was going to smash into all of them but then in a rush of wind she transformed directly above them and landed heavily on the pavement kneeling cradling Hot Rod in her arms. Everyone stared in shock, afraid to move. Then someone shouted, "Decepticon!"

Quickly, Ratchet held up his hands. "Wait, stand down!" Then he turned his attention to her. "Where is Sydney?"

She stood tall and looked Ratchet dead in the optics and said, "I am Sydney."

Ratchet's mouth hung low as he wiped his optics in disbelief. "Sydney?"

"Long story. Can someone help him?" A team rushed over to her reluctantly and took Hot Rod to Ratchet's lab. Ratchet remained, staring at her.

Sydney climbed out of the crater she created and approached him. He couldn't take his optics off of her. "What?"

Ratchet snapped out of it and smiled embarrassed. "You're beautiful, Sydney."

"Stop it." She blushed pawing at him forgetting her claws. Ratchet noticed them and dodged them just in time to save his skin.

Autobot City. Ratchet's Lab.

Sensitive Operations Waiting Room.

She watched from the other side of the glass as they worked diligently on Hot Rod every wound reminding her of someone she couldn't be. Someone she didn't even know but had control of her body and mind. Her mind was heavy with the thought of it when Drew snuck in behind her.

"Wow." She huffed folding her arms.

Sydney turned to her friend smiling noticing how strange it was to see her from this angle.

"Man, he made you taller. I want that." They laughed then Drew caught sight of the insignia branded into her chest and they quieted into an awkward silence. "Syd," Drew knew she had to say something and her curiosity and concern were overwhelming. "What the hell? I mean, really. Are you...a robot now or...is my friend under there somewhere?"

Sydney felt slightly offended although she didn't know why. "I don't know. I was in a cell alone and then I was in a cell holding him in my arms...like this. I know what happened but I wasn't there...it sounds crazy. I will let you know when I figure it out." She touched the glass and traced the outline of Hot Rod's chin lovingly. "I didn't do this."

Right then the surgeons all stepped away from Hot Rod, looking around from doctor to doctor and then back at his body. Then they slowly turned to stare at Sydney all eyes wide and full of horror. She dropped her hands in guilt. They knew. They all knew.

"Oh God." Sydney backed away from the glass shaking her head tearing up.

"You did this?" Drew stared up at her friend in shock.

Sydney shook her head questioning herself.

"Oh...Syd..." Drew looked through the glass at the doctors judging faces. "You did."

"No...yes...Drew, I don't know." Sydney took her friend by the shoulders staring into her eyes looking for an answer where there was only confusion. She stood up slowly as the doctors started to come out of the Sensitive Operations room. She looked over at them once then ran out-door knocking Drew to the ground.

"Syd, don't run!" Drew yelled clutching her arm.

She tore down the hall feverishly searching for an exit, any exit. She could hear them coming for her in all directions as she entered the courtyard. As soon as she saw that familiar azure blue she took off with an icy blast and was beyond the clouds in seconds. She tore through the sky and landed at the lake where Hot Rod had first discovered her. She stumbled into the moonlit water slowly and fell to her knees sobbing. She reached down into the water and brought it up to her chest rubbing vigorously at the Decepticon insignia. She became more and more frantic about washing it off then, exhausted, she collapsed in the water. She laid on her back staring up at the moon as her body quaked with shame. She rubbed her chest and then started to pull at it, digging her claws into the grooves where the plates met prying them apart. Shaking, she sliced at the symbol, periodically washing the blood away from the wound with the water of the lake. She sat up and dragged herself to shore and laid there under the tree that caught her flailing body so long ago, resting her mind and her body. She couldn't fight it anymore.

The next morning the sky was a buzz with scouts looking for her. She didn't fight them when they came over the hill, guns drawn, in droves. She imply stood up, raised her hands and surrendered. They brought her directly to Prime who was waiting in the Hall of Justice with the rest of the High Council. She was restrained with wrist and shoulder restraints but she didn't need them. She didn't mention how futile their efforts were. Never said a word about her new abilities. Just stood silently and moved when they told her to move. She was placed in front of them on the stand.

Prime stepped up. "We are not here to judge at the moment, Sydney. We just want to know what happened. Can you enlighten us, please?"

Sydney thought about what should say very carefully. Then she lifted her head and said, "I killed him."

The room instantly became ablaze with murmurs. Prime held up his almighty hand and they ceased. He approached her.

"Hot Rod is alive, Sydney. You didn't kill him."

She let out a sigh and smiled. "I wasn't talking about Hot Rod."

Intrigued, Optimus glanced over at Prowl who nodded in approval for him to continue. "Then, who are you talking about?"

"Megatron." The name hit the room like a ton of bricks. Everyone began to shift and mutter to each other.

"You killed...Megatron?" Prime asked in disbelief.

"Ripped his heart out, froze it and dissolved it."

Prime stepped back. Excitedly he turned to the council, "We have to confirm this. How can we confirm this?"

They squeezed in and somehow came up with a plan to simply ask the Decepticons if it was the truth.

"No. I say we do nothing. If Megatron is truly dead, we will soon know it. I say we prepare for battle because revenge will surely come sooner if not later." Prime decreed then he turned to Sydney and rested his hand on hers, "But if it is true...then...well done, Soldier." He stood back and saluted her. Visibly moved by his gesture of trust, she saluted back with a tear creeping up. "Now go check on Hot Rod. And while you're there, have Ratchet take a look at that." He pointed to her chest wound and she instantly became embarrassed about it.

"Yes, Prime." She descended from the stand as the council filed out of the hall.

Wheeljack watched from a distance seething with rage. He thought she got off easy. What about what she did to Hot Rod? What about her running away from us? Is anyone going to talk about that? He raged all the way back to his lab and lost himself in his work.