The sound was muffled, only just barely reaching his auditory receptors. He turned, wondering what it was, hesitating. At last he shrugged. If it was anything bad, then Red Alert would've spotted it by now, and sent off the alert.

0o0o00o0

Red Alert stared at the wall, felling the energon drain out of him. I don't want to die, I don't want to die- Someone please, help me! I don't want to die!

Something tugged at his spark, pulling him away. He resisted. The Ark had to be warned. There was a traitor, a mech who had all of their confidence. And he had just been killed by him. He had to warn the Ark, he didn't want to die-

0o0o0o0o0o

A scream rose up from Bluestreak as he backed away from the door, babbling violently. Ironhide paused, glaring at the wildly talking Datsun. "Bluestreak-"

"He's dead! He's dead! He's dead!" The gunner screamed, backing away from the security room door. "I-"

Ironhide shoved past the mech to peer into the room, only to gag. The stench of rotting energon filled the room entirely. He shook himself, and looked in. "Pr-Prime, ya need to get down here now." He whispered in his thick southern accent. "Prime-"

"Ironhide, what's the matter?"

"Red Alert is dead. His body is in the security room."

Ironhide looked at the blood splatters covering the walls. One of the consoles was smashed, and another was frizzing and sparking violently. Red Alerts body had been kicked violently several times. All the screens still had the locked out sign.

A Decepticon obviously, but when did they get in, and how could they kill him? He doesn't seem the type to be killed that easily- Ironhide jumped as the sliding door began to inexorably close on him, despite the fact that it should be inputting that someone was standing in the doorway.

Quickly he took a step back, and his spark stopped beating for a moment as he thought he saw a dark shape in the doorway, reminiscent of Red Alert telling someone off for whatever misdemeanor they had done.

The door slid close.

0o0o0o0o0o0

Prime sighed softly as Ratchet appeared to take away the body. The medic looked slightly sorrowful as he touched the body. "It's sad Prime. He was finally becoming less paranoid."

"Maybe it was his paranoia keeping him alive." Prime said softly. He shook himself. He had to be strong. "Well Ratchet? What about his replace-"

BANG!

Both mechs stopped as the sound filled the air. "What was that?" Ratchet asked curiously, moving to the doorway.

Only to have the door slide open to a flooded hallway. "One of the water mains burst." Came Grapplers unhappy comm. link to Prime. "Hoist and I are working on it."

"Call me when you have it fixed." Otpimus Prime said softly. "Where were we Ratchet? Oh yes, the replacement-"

Crash! Both jumped as the loud crash sounded nearby. Ratchet scowled irritably at himself. "Well Prime, you'll have to talk to Prowl about it. How am I supposed to know?"

Prime nodded. "I'll go to Prowl right now. Although this is sad, we need to make sure that the Ark is properly watched at all times."

Clang!

Optimus Prime determinedly ignored the noise as he turned around to go find Prowl.

0o0o0o0o0o0

Prowl shuffled through the datapads, searching for a suitable replacement for Red Alert as Prime waited patiently. "I suppose this mech named Winterborn would be the best. He's young, idealistic, a long record, and so far no complaints. I'll arrange for him to take over now. He's on the moon, so it'll just be the matter of a few orns for him to take over."

"Very well." Prime said softly, optics fixed on the doorway. "Prowl, I believe Jazz is waiting for you in the cafeteria."

Prowl stood up and together they walked out of the room, without a backward glance.

0o0o0o0o0o0

Prowl reentered the room, Jazz in tow. They both stopped dead.

The entire room was upside down. The pictures that had been given to Prowl by Sparkplug were upside down, the desk was upside down, the thin carpet put down for human visitors was upside down, every single one of Prowls items on his desk were upside down each in the exact place where he had left them.

Jazz was the first to speak. "It looks like someone was busy."

"This is impossible." Prowl muttered, staring at the room. "This is completely, and absolutely impossible. A mech working for an entire cycle could not do this. And I was gone for half an human hour."

Jazz knelt down next to the table, touching it. He whistled softly. The wires were still in place. Everything was perfectly fine, except for the fact that it was upside down. "How about we get someone in here to clean it up?"

0o0o0o0o0o0

Winterborn nodded as he half-listened to Prowl talk. He was excited to meet the legendary Ark's crew, but now that he had met them… He didn't seem anything special about them except for the fact that they were stronger then most of the other mechs, and the fact that they were the best in their field of responsibility.

Except for Red Alert who had gotten himself killed, but Winterborn could only bless his lucky stars that Red Alert had been killed and opened up this road of opportunity.

Prowl gestured. "I'll take you to the control room, and leave you there."

The walk was spent in silence until they got to the control room. Then, Winterborn stopped dead. "What's that smell?"

"Energon. We've scrubbed out the room as best as possible, but the smell still lingers. We're guessing it might of pooled somewhere hidden. Just keep the door open and the ventilation going and the smell will eventually disappear."

Winterborn nodded, stepped into the room, and touched the chair. Only to stiffen as he encountered something wet. Slowly he peeled his hand away, to find it covered in energon.

The shriek could be heard down the hallway.

Prowl returned, gun drawn to find Winterborn staring at his hand. "Winterborn?"

"Energon! The chair was dripping energon-" Winterborn said hysterically, holding up his hand. There was no energon on it as far as Prowl could see.

"Winterborn!" He said sharply, only to stop, staring at the far wall.

Winterborn slowly turned, dreading what he would see. There, written in cybertronian with fresh energon were the words:

GET OUT. YOU DO NOT BELONG HERE.

Prowl stared at the words, before shaking his head stubbornly. "It's just a trick. No doubt the twins or some other prankster is trying to scare you."

Winterborn took a deep breath, staring at his energonless hand. Maybe he had been tricked-

Both flinched as a crackling sound came from the screens. Prowl turned, ready to fight, only to watch as one-by-one each screen flickered on. Winterborn took a step back towards the door. It slid shut on Jazzs face, and the distinct sound of a lock turning sounded.

Jazz, on the other side of the door, stared at the door, before he started screaming for help.

Prowl and Winterborn moved together instinctively as a low, deep clanging noise sounded around the room. "This… is… impossible." Prowl whispered, attempting to hold onto consciousness.

It was too much however, and he collapsed as his CPU short-circuited. Winterborn shivered as a low, angry growl sounded in the room. A soft voice he had never before heard said softly, "Get out."

"W-Why should I?"

"Get out. This is my domain. And I refuse to let you stay. Get out before I kill you-"

Winterborns optics moved to the door. There was a clanging sound from behind it as the mechs beyond attempted to break in. He looked forward, and wished he hadn't. A malevolent looking black shadow of a mech stood before him, hands reaching out for his throat.

With a terrified scream he stumbled backwards. The black shadow followed him, its optics burning in hatred. Winterborn was aware that it was mumbling something softly, but he couldn't hear it.

The door burst open, and with a soft, despairing cry the shadow faded and dispersed. Winterborn sagged to the floor, trembling all over. Jazz came bounding in with Ironhide. "What happened?"

"A G-ghost. A ghost came and told me to get out." Winterborn stammered, staring in front of himself with wide optics. "I quit! I refuse to deal with ghosts or anything else!"

0o0o0o0o0o0o0

The mech watched the video footage, puzzled. He had heard the two optic-witness accounts about what had happened. And Jazz himself had said that he had seen the writing, and had the door slammed in his face when he was about to check it out.

However, while the writing was there, the cameras showed nothing. Prowl had entered with Winterborn and-

The mech froze as a shadow appeared in the screen. It was the shadow of Red Alert. The Red Alert shadow began to scrawl on the wall, and the terrified mech watched as slowly the writing appeared.

Winterborn, not noticing, touched the chair, and the mech could see the energon dripping from it. In some part of his CPU he remembered that he had struck the first blow while Red Alert had been in that chair, but it was only a small, small part. Winterborn screamed, Prowl came rushing in, and they both noticed the writing. While the two stared at the writing, a black shadow flittered to the controls, and the door slammed shut, lock obviously engaging.

The black shadow turned to his captives. Every step he took, he became a little more solid, a little louder. Prowl collapsed, and Red Alerts voice echoed in the room. "Get out."

Winterborn replied, and the shadows hands clenched. "Get out. This is my domain. And I refuse to let you stay. Get out before I kill you!"

Winterborns optics went to the door, and then went back to the shadow. It became clear that he himself could now see the shadow because he screamed and began backing up. Red Alerts mutter came over clear. "I work here, and no one else takes my position unless I say so. I want revenge though. Revenge from the one who killed me though I trusted him-"

The door flew open, making Red Alert vanish.

The mech leaned back in the chair, his optics going to the writing on the wall. The door, of course, had been completely dismantled. That was one of the reasons he was in here. Another reason would be the fact that everyone expected him to be here.

His optics reverted back to the wall, and the dried energon scrawled upon it. Prowl had refused to have it scrubbed off until they figured out who had done the prank-

BAM!

He froze, optics wide, shivering in the sudden icy cold. He turned to leave. A dark, whispering shadow formed before him. "Traitor-"

"You're dead. You can't hurt me." Came back the amazingly calm reply.

The shadows mouth twisted in a grim parody of a smile. "Nonsense. Revenge makes all things possible."

For the first time, courage failed. The mech backed up, snapping, "You got your revenge! I couldn't get into the network-"

A dull ringing filled his auditory receptors. The shadow of Red Alert took a step forward, solidifying. "No! Stay back, you-you can't touch me!" Panic surged, overwhelming his CPU. "You can't touch me!"

Two shadowy hands reached out, curling around his spark. "Revenge-" Was the last, softly whispered word, when every single camera across the entire Ark exploded.

0o0o0o0o0o0

Optimus Prime sighed as he viewed the second body, frozen in a gruesome position of horror. "Ratchet?"

"He died Prime. We all guessed this would happen."

Sickened, the leader watched the body be borne out of the room. "But why? Why such fear?"

"I suppose we'll never know-"

Both stopped dead as the screens flickered back onto life. Only one word pulsed.

Goodbye.

The funerals held for Red Alert and Inferno were certainly a quick, hurried affair.

A/n: Review, tell me what you thought. This was a long few hours attempting to figure out how to do this...