A/N: After a conversation with a fellow Breakdown/Airachnid shipper named Lecidre, I got an idea of a story to write for the couple we both like. Yes, this is a Breakdown story. And yes, it pairs him with that creepy spidery chick who just so happened to kill him. Yes, I know a lot of Breakdown fans hate her now. No, I don't hold it against her. He tried killing her after all, so her fighting back isn't all that evil. Dismantling him and draining all his energon? That was a bit cruel, but then again he would have squashed her right then so, again, I can't fully hold it against her.

On another note, I do miss Breakdown terribly and wish they had took the whole Breakdown-Mech thing further. I had hoped they would revive him as Nemesis Prime, but that didn't happen...oh well, anyways, this will become Breakdown/Airachnid, but obviously such a thing cannot happen in a single chapter and be believable.

Special thanks to Lecidre for helping inspire this! I highly recommend people go check their amazing artwork out on Deviantart, as they have some top tier artwork for Transformers. And, if you are reading this and like Breakdown/Airachnid, they have that too!

Sorry in advance if there are any typos. I had to edit this thrice because Google Drives kept scrambling words together every time I opened it.

So, I hope you enjoy this story and its first chapter, and I hope to hear from you all about what you think about it!

(Breakdown POV)

The Nemesis is not known for its particularly comforting, nor welcoming, feel. The lightest colors to be found are the dim lights, and maybe Knock Out's paint job if you count it, with everything else being a blue, grey, purple or other cool color that makes the ship appear as if it is on an eternal night shift.

The dreariness certainly didn't help the poor mechs with enough rank to be important but not enough to call the shots, who were forced to file mission reports. Mechs like me, currently debating the pros and cons of shirking the duty altogether. A boring job that required me to not only write up my portion of what happened on a mission, but that of the Vehicons I brought with me.

Thinking about that crew makes me groan aloud, luckily not attracting any attention from my fellow Decepticons on the bridge. How did one of my crew manage to waste that much energon on shots fired? I know that even with one eye I could hit more often than that. It reminds me of the white armored troopers in that human movie they claim to be set in a distant galaxy a long long time ago. Given that humans could barely get to their own moon, I highly doubt the accuracy of such a film. Not to mention it is something made by those disgusting organics...how does Knock Out enjoy their culture so much?

I suppress a sigh and look down to my report in my hand. Vehicons could either be a real useful instrument or as useless as those Stormtroopers, but that didn't make it easier writing up the fact that a single one of them wasted 1,298 shots worth of energon in a single encounter out of a total 1964 shots of their entire group. Not a single Autobot is offline after it, or even severely wounded, to my exasperation.

Now I shake my head as I place the report's datacard down on his desk, having made up my mind: I need to get out of this gloomy room and boring job for a bit. No-one would question me leaving for a little while.

I stand up and start walking towards the bridge's exit, unsure of where I really want to go. Maybe I'll just wander around and let my mind wander as well.

Things had been a bit rough for me recently, ever since the human incident and my failure to get the Polarity Gauntlet, and something just felt...off overall. Not exactly in a bad way, but...I don't know, my spark just feels like it is a bit off. I can't explain it. I'm not smart like Knock Out. Maybe I'll go see him about it? Yeah, that seems like a good plan.

But yeah, I'm not smart like Knock Out, or even Airachnid or Lord Megatron-

The thought of my leader makes some chills go down my frame. If he knew I wasn't doing my job...well, then again, Megatron isn't here, so I don't have to worry about that. Not to mention Soundwave is busy, Starscream is nowhere to be found the ship, Knock Out is doing his doctor thing, Airachnid is...

I turn my thoughts to the waif of a femme, my odd feeling becoming a bit stronger. What did she do when she wasn't on duty? She isn't the sort to do something like watch videos or engage in recreational things like Knock Out and I. She has some pretty creepy interests if I remember correctly-

I feel something collide and bounce off my frame, and the high pitched voice that accompanies it quickly draws my attention to the figure I just bumped in to.

Speaking of the devil, Airachnid stops herself from falling over, gracefully catching herself with her extra limbs and regaining her posture. She raises a fist threateningly at me and begins to speak when she realizes who it is she is speaking to. She stops and gives a snort, a mocking smile growing on her face.

"Ah, look who it is. Muscles, I've been meaning to speak with you."

Speak with me? The thought that this crazy femme actually wants to speak with me is...

I think for a moment as my weird feeling in my spark resurfaces. The fact that she wants to speak with me is interesting. I try to think of her purpose for seeking me. What, did she need someone to insult?

I give her a grin as I look down at her with my one yellow optic, "Is that so?"

Her tone is anything but amused as she responds darkly, "Why yes, it is. An important matter involving you has come up. I've been thinking and, tell me, why shouldn't I tear you to itty-bitty pieces for bringing me here?"

Well, threatening is a close second I guess. I try to think of something witty to say back, but my mouth just hangs open as I try. To change that, I smirk at continue to grind decide to just shrug off the issue. Try to play it cool.

"Because you were stuck to me and I had no choice?"

Airachnid raises a pointed finger to her pointy chin, a thoughtful look gracing her face, "I suppose that's partly forgivable," she lowers the hand and narrows her optics at me, sending a chill down my frame, "Then again, being here means I am not free to do as I please anymore, and I have you to thank for that," her face becomes more forlorn and she shakes her head, as if she was disappointed, " And to think I even considered harming those humans for making you their lab rat."

I fight my first instinct of bringing my hammer out and swiping it at her for not having killed those fleshy abominations. After what they did to me...the fact that I am looking at Airachnid with one eye instead of two should sum up my feelings towards them.

I am not, however, able to keep the anger out of my voice as I question her, "What?"

My response only seems to amuse her, making the spidery-freak grin at me in her demeaning manner, "Oh, yes, the humans who took you in and decided to keep a souvenir. MECH I believe they call themselves?" she waves a hand, like she doesn't care what their name really is, "Anyways, now I don't feel as bad about letting their grievance against the Decepticon cause go."

I try to glare at her with my one eye, but I can tell she isn't affected at all by it, "Wait a moment, you didn't tear them apart at first sight? Why?"

"Because, Muscles," placing emphasis on the nickname she meant in a derogatory way, she pauses and points at me, "I don't shoot first and ask questions later. They managed to assist me in finding the Autobots and their human allies, but sadly the partnership was not to last," she gives a shrug and a small laugh before continuing on, "Too many details that you don't need to know, but bottom line is that the next time I see those pesky humans, they will become trophies of mine."

I tilt my head in confusion, "Trophies?" as soon as I ask it, I remember what she is talking about, pleased I could do that, "Oh yeah, I remember! You keep parts of your victims. Bit creepy, if you ask me."

Airachnid sighs and shakes her head, moving to go around me and realizing that my size is too great for such a thing to happen, "And I didn't. Now, I've had my share of simpleton for the cycle, mind getting out of my way?"

I nod to her and smirk, but don't move out of her way, "Because you asked so nicely."

She is not pleased by how I am reacting to her attitude, jabbing a sharp finger into my chest, "Technically, I do outrank you, you know. I could put you on monitor duty for months. None of that fighting you love so much," she tries to go around the other side of me, but I extend an arm out and block her.

Airachnid tries to get through the way she tried first, but I still don't move out of her way, grinning down at her bemusedly, "Technically, I don't care."

"You tell her boss!"

I glance behind the femme I've been focusing on and notice that one of the Vehicons I was in charge of managing, one who had for some reason started to go by the name Steve, is standing a few steps behind Airachnid. I grin at his support, as does Airachnid in a more sinister and condescending manner.

Airachnid, after turning around fully at my soldier with a grin that wouldn't be misplaced on the killers in those human 'slasher' movies that Knock Out likes. Suddenly I am very concerned about Steve's as she speaks, "Oh look, a personal cheerleader. Taught him any tricks yet, Muscles?"

I place a hand on the femme's shoulder, catching her off guard with my strong grip. I apply pressure as an unspoken threat to her and use a tone to match it, "His name is Steve, and he's a lot better company than you it turns out."

Airachnid recoils slightly from my touch, but finds herself not strong enough to escape my grip. She must realize that she can't go down this hallway the way I was coming, for she focuses on Steve more intently now, "Well, 'Steve', I have to get going, and if you get in my way they will find you in small pieces for years to come."

Steve runs past her and behind my frame, letting out a meek, "Yes, uh, ma'am!"

Steve quickly shifts out of her way and runs behind me for cover and, with him safe, I decide to let the little confrontation end. I release Airachnid's shoulder and she darts away from me with another infuriating smirk. Seeing them makes me get a weird feeling, the same one that has been plaguing me, and I don't like it. It's been there ever since that mission with the Polarity Gauntlet and I can't help but feel the device had something to do with it…

Voice chiding as always, Airachnid calls back to me, "Farewell, Breakdown. Have fun 'buffing' that medic friend of yours."

I don't get what she is talking about with the buffing, but I am more confused by how she knew that I was visiting my friend. By the time I am able to vocalize my confusion she has left, fading into the darkness of the ship's hallway, "How did she know I was going to visit Knock Out?"

Steve steps out from behind me and shrugs, "You're kinda right in front of the room he works, boss."

I realize that he is in fact correct, causing me to grow a bit angry with the fact I had not noticed the obvious fact, "Whatever. Steve, go do whatever it is you're supposed to be doing."

Steve turns to walk the way Airachnid had been going originally, his voice dripping in sarcasm, "Patrolling the hallways endlessly in hope that if an Autobot shows up, I can slow them down for about two seconds before they offline me? Sure thing, boss."

"Enough with the sarcasm and get to work."

As I enter Knock Out's lab, I see that the doctor is currently lying under a table with his hands fiddling with something on the bottom. He hears my entrance and gives a jovial laugh, pleased by my visit.

"Breakdown, it's good to see you," he reaches a hand out from the table and points to a tool on the floor nearby, "Mind giving me a hand? I need that."

I talk over to it and grab the small hand tool, "Sure thing."

I slide the tool over to him and he takes it, using it for a brief second to finish whatever task he was attending to. He then slides himself from out under it and reaches an arm up, an arm I take and use to lift him up, the medium sized red mech looking up at me with a smirk, "So, what's the occasion? Aren't you on duty?"

I shrug to his amusement and try to think about why I came here. After a moment I can recall the issue, looking down at Knock Out with my eye nervously, "Ever since that polarity thing hit me, I've been feeling...odd. Can you check me out?"

Knock Out raises a hand up and points it at my patched over eye, concern easily readable on his face, pity I don't want, "Want me to give you a spare optic while I'm at it? Got to say, you're not bad as far as cyclops go, but two eyes are better than one."

A frown grows on my face as I think about the eye, "You know that Lord Megatron doesn't want me getting a replacement..."

My red automobile friend scoffs and places his hands on his hips, "Just because a human took it? Sure, it's laughable, but so is having a frontline soldier fight with half their vision. It may teach you a lesson, but it certainly isn't doing you any other favors."

I would roll my eye if I could like Megatron or Starscream, but I instead just sigh, "Can you just give me a check-up?"

He nods to me and shrugs, understanding from my tone that I didn't want to talk about my eye, "Sure thing. Anything you want me to check in particular?"

And now my lack of wordiness and understanding comes back to bite me, "I dunno...I just feel a bit off in general."

And out comes the snark, "That's a very specific malady you've got there, my large friend. Let the doctor see what's wrong."

I get up on his operating table and lay down, relaxing my frame on the metal fixture. Knock Out picks up one of his scanners and hovers it over my body, slowly moving it from one end of me to the other as I just lay quietly. Knock Out knows what he is doing, so I don't mind the whole procedure. Certainly beat the last time I was under inspection by someone…if I ever get my hands on those freaking humans who tore my eye out, I swear I'll return the favor to each and every-

Knock Out's voice interrupts my daydream, his voice concerned, "Breakdown?"

A doctor having a concerned voice is not good.

"Yeah?" I ask sheepishly, nervousness creeping into me.

He frowns and lowers his head sadly, "I'm sorry to tell you this..." the sad voice becomes jovial and my friend chuckles for a moment, "But you're perfectly fine."

I take a swing at him, but he saw it coming a mile away and dodges it, "Way to scare me!"

Knock Out laughs and holds his hands up in peace, "Seriously though, you're fine. Whatever is wrong certainly does not stem from a physical problem. Perhaps something is on your mind?"

I sit up and frown, trying to think about what he is saying, "Possibly...I don't think I've gotten over the whole human thing."

Knock Out nods and scowls. If anyone was angrier about the whole mess than I was, it was my best friend, "Being treated as a test subject certainly couldn't have been much fun. The Autobots I've done that too certainly haven't been happy campers."

I look towards the ground with my one eye, "But even after that whole mess, I felt fine. Do you think it just took a bit for it to sink in?"

My red friend shrugs nonchalantly, "Maybe. You said you've been feeling off since you got hit with the Polarity Gauntlet. Anything else happen to you around that time?"

My head shakes no, "Well, besides meeting Airachnid and getting the tar beaten out of me by both her and Bulkhead, not really."

That gives Knock Out some pause, his eyes blinking for a moment, "Wait, you got beat up by Airachnid?"

Now I, ever the tough guy, had to defend my image, "She has too many arms to keep track of, it wasn't a fair fight!"

Knock Out holds his arms up peacefully again and laughs again, "No need to be defensive, I get it. But still, it must have been quite the sight...did you at least put up a decent fight?"

I give a small shrug and keep my eyes from meeting his, "We were on equal terms until the Autobots showed up, even with my eye problem."

Knock Out's eyes widen as he appears to realize something upon my last statement, his mouth hanging open a moment before he speaks, "Breakdown, tell me, does your feeling 'a bit off' have anything at all to do with our spidery comrade?"

That makes me think for a moment, but I quickly realize that I feel more weird whenever Airachnid is around or when I think about her, "You know what, I think it just might. Ever since that fight I've felt weird, especially around her! Do you think the gauntlet did something to me?"

My friend reaches a hand up to his face and places it on his forehead, a light groan coming from the doctor, "Breakdown, I know you're the sort who bonds with people through fighting...Pit, you even respect that green Autobot you go toe to toe with so often...but this is a whole new low my friend."

I tilt my head in confusion. What is he talking about? Sure, I respect that stupid piece of trash Bulkhead. Been fighting him too long not to. But what does that have to do with Airachnid? "A whole new low? I don't follow."

Knock Out points a finger at my spark chamber, "You like her, you idiot!"

I smack his finger away angrily, "Hey, watch who you call an idiot, small fry!"

He lets out a large groan and his head sinks, "You didn't even argue with the point I made!"

To that I have no good response, not even sure if he is right. Or wrong. Or…I don't know! It's not something I have actually thought about!

"Well, uh, I-" to try and save face, I give him the only answer I can that will leave me with any dignity, "I don't like Airachnid! She'a a backstabbing piece of scrap who just made me lose the Polarity Gauntlet! There is no way I could like a femme like that. Hah, nice try."

Knock Out just shakes his head and crosses his arms, "Fine, when you're ready to mech up and admit it, I'll be waiting to say I told you so."

I stand up and push my friend out of my way, heading to the door, "Whatever, I'm leaving. Thanks for nothing, Knock Out."

On my way out I can hear him mumble something about "stubborn mech", but I ignore it and continue to storm out.

He was wrong. Airachnid is just a teammate who gets on my nerves.

She is not interesting to me at all.

Not even with her well shaped frame and-

Aww pit.

A/N: I really have been missing old Breakdown...guess I'll just have to honor him with a story! I really wish they had followed up with the whole Breakdown/Airachnid thing in the show after season 1 episode 22 when he says he is "intrigued" by her, as close to saying he likes her as a macho man like Breakdown would say to a Vehicon I am going to say is Steve.

For those who don't know, Steve is the name given to any Vehicon who does something significant in the show by a good deal of fans. I found it amusing, and after mentioning him in a conversation with Lecidre I thought to add him. The ammo wasting Vehicon is actually a reference to another Transformers universe character that will become more apparent the next time I get to bring it up.

So yeah, this is chapter one. I am curious if people are interested in seeing more. If you are, your feedback, thoughts and ideas would be very much appreciated in a review! That way I can get a feel for how you guys feel. And no, I don't care if all you want to say is that "Airachnid killed Breakdown! This isn't even possible!" because this is fan-fiction. Their relationship is an interesting one that I wish to delve in to, and so I shall.

So, please leave me your thoughts/ideas below! It'll mean a lot to me!

l

V