Holy carpfish, I wrote horror.

Be warned- there are no happy endings here.

Unless you count being together forever- as zombies.

Sanctum

The halls of the Ark were silent.

That wasn't necessarily unusual, but as Prowl moved down the empty walkways he could not help but think that they were too silent. He'd woken from his scheduled recharge in his quarters, a commodity afforded to only a few aboard the ship due to size constraints. He'd immediately contacted Teletraan-1 to reaffirm his shift and left his room when he did not receive and answer.

He tried several frequencies and more channels, and got no answer. From anyone.

The Ark was quiet.

The quiet and darkness set him on edge. The lights above flickered ominously, like the connections had been tampered with and weren't working properly. There was a faint smell in the air, some sort of fungus like organic decay smell. Sometimes he would even think he saw a bit of green dust floating in the air.

He shook his head to clear it. Where had everyone gone?

There was a quiet gurgle, almost like an animalistic growl. Prowl tensed, wings flared, knees bent and gun drawn before he could even think about the reaction. The sound died away, likely an echo from part way across the silent reaches of the ship. Prowl looked at his pellet gun consideringly and put it away. This was irrational- simple quiet should not make him this wary.

The gurgling growl repeated itself, closer this time, and did not last as long. Prowl tensed again- there was something inexplicably wrong with that sound. He could not figure out what was making it.

His only further warning was an ominous 'scritch scritch scritch' noise, like some overlarge insect scrabbling across the worn metal of the ship.

Then they poured out of every crevasse in droves.

They were bulbous, fleshy things smaller than the end of his finger, crawling frighteningly quickly across the floors on a number of pointed tentacles. They swarmed up his legs and he kicked the away, popping several. They continued to advance though, and he felt the tentacles attempt to pierce the armour of his plating- it left little more than scratches, but Prowl had to suppress a modicum of fear at these unknown things. What were they? Did they have something to do with the absence of people aboard the Ark? Stupid question, he thought, of course they did. The real question was if the Ark had been evacuated, and why he hadn't been informed.

Despite what it might mean for his dubious future, he hoped that his comrades had been blessed with the sense to seal off the Ark to keep the unknown from spreading. They could not pierce his plating, but he dreaded to see what they could do to a human.

He began to walk again, scattering the swarming creatures and disintegrating several more. He would make his way to Teletraan, and decide what to do from there. The bulbous insects no longer overtly concerned him-

Until one managed to worm its way into his knee joint.

Gasping at the sudden pain, he felt the joint buckle, and only barely managed to reach back and grasp the thing before it managed to worm itself all the way in. Clenching his fist dispassionately, he decided that the insects were perhaps more of a threat than he had realized. A later inspection of the wound would reveal that it had been attempting to assimilate with the circuitry that ran throughout his body, much like a human nervous system. He set about making sure they would not manage to do so again.

Except that for every bulb he deflated, three more took its place. They swarmed and congregated, resulting in a mass that almost seemed too large to be worth taking out.

Perhaps he could see why the others had left so quickly after all.

The growl returned, low and guttural. He did not pause his systematic stomping of the bulbous insects, but he did pay attention to the noise. It was coming towards him, from behind. He turned.

"Carly?"

But it wasn't.

With an unearthly howl the once-human leaped at him, further and higher than what that little body should have been capable of, and swung a deadly looking arm at him. He pushed it aside as it came down upon him, and got hit hard for his trouble. The creature leapt again, and this time Prowl spared no mercy. He shot the mutated creature once, and tried not to shudder as it wailed and died from the acid eating away at it's midsection.

He tried not to see Carly's smiling face- tried not to imagine whether or not she still lived inside the creature's mutated mind.

He couldn't.

More creatures flooded down the hall- most of the small, bulbous type, but some of them human. Some of them he recognized.

He made a hasty retreat, opening and shutting doors as he went, locking them as he did in hopes of slowing the pursuance even slightly. He needed to find a way out, or at least some place of refuge to plan his next step.

The hit Carly- no, the creature, had dealt upon his arm had not broken through the outer plating, but it had dented it and severely weakened its structural integrity. He would not be able to take another hit in the same place. He noted that, and the power the creatures seemed to possess, and continued on- now listening carefully for those telltale noises, both growls and the scratch of insects on metal.

He began to avoid places he knew had held a higher ratio of people before. He wasn't sure what he was going to do now, other than simply survive, but he continued towards Teletraan-1, if only for now because it was better than staying in one place.

It turned out to be harder than he had thought. Many routes were blocked, some where irreversibly locked, others were barricaded and more had caved in (the result of multiple explosions if the scorch marks told him anything. Wheeljack's work, perhaps?). As a result, he had to make many detours and had already tripled his usual travel time- and he wasn't even half way yet.

His vision flashed yellow warnings. Unable to procure his usual intake of energon, his reserves were low, and as a result he would require more recharge. He cursed to himself silently. Already in a less than stellar situation, it seemed as if the fates conspired against him. He began running through a list of places that might provide safe refuge for a brief rest period.

He found one in Prime's office. It was open, and not forced, indicating Prime had left and not come back to lock it. He stepped inside cautiously. The room was dark, unilluminated apart from unnaturally dim hall lights. The door was shut and locked behind him. Prowl kept his blaster raised. Something was off.

Switching his sensors from visual to something more suited to the dark, he found why.

He had made several assumptions over the course of the cycle. Carly had been changed into an animalistic monster by and unknown entity. The insects had attempted to assimilate with his systems. It stood to reason then, that it was possible for some of the Ark's crew to have fallen victim to the plague.

Nonetheless, he did not expect to see Optimus Prime standing in the room, sharing that hunched, lurching gate Carly had. He did not speak, only made a curious squelching noise as he moved, and emitted a faint static from his vocalizer. Prowl hesitated only a moment, and the facsimile of Prime took that opportunity to lurch at the tactician.

Prowl hesitated no more.

He dove to the side, shooting as he did. Scoring a few hits, he made sure to keep as much of the small room and its furnishings between him and his former commander as possible. The static hiss grew in pitch, possibly in frustration. Prowl kept shooting, well aware of how much punishment the Prime's body could take.

Prime lurched again, literally throwing the desk out of the way and heading straight for Prowl. With a wall to one side and the discarded desk to the other, Prowl could no longer sidestep the onslaught. Instead he increased the frequency of his shots, and once the Prime was close enough, leveled a hard kick to his midsection. Stunned for a moment, Prowl took the opportunity to shove his blaster up into a hole in the Prime's chest- straight towards his spark chamber.

"I'm sorry." He said, with no inflection, as he unloaded the weapon into his former commander.

The body tumbled to the ground, graying. The organic matter that had grown around the joints and across his plating still throbbed disturbingly. Prowl decided to cut it away from the body- partially to restore at least a part of his fallen friend, and partially because he did not know the capabilities of this infection yet. Chances could not be taken in such an uncertain situation.

He got as much off as he could, and then set his acid to it, reducing it to little more than a small pile of carbon matter. He laid a hand to his commander's helm, and whispered quietly.

"I'm so sorry."

Curling up in the far corner of the sealed office, Prowl went into recharge.

XxX

He woke with a start.

He was in his room. Sitting up slowly, he warily contacted Teletraan-1. His confusion only increased when the computer responded with its usual greeting and update. The comm. lines were abuzz with the usual chatter and he heard someone walk by his door, humming some tune he did not recognize.

He did not feel rested, and his energy levels confirmed that. Instead of gaining energy from his rest cycle, he'd lost it. It didn't make sense- nor did… whatever had happened last night. It bore more than a passing resemblance to what humans called 'dreams', but that was foolishness- Cybertronians didn't dream. It was possible this was some sort of ridiculous prank-

Ah, that was right. After he confronted Sideswipe, he resolved to see Ratchet to get checked over. It was obvious that, regardless of why he was dreaming, the subjects of his dream were no doubt drawn from the newest batch of games that had entered the base. He did not want a repeat of whatever had happened. He was still tense and nervous. A sudden bark of laughter outside his door had him drawing his gun.

He stared down at the weapon like it had betrayed him and put it away. He would definitely need to see Ratchet. Hopefully in his current state he wouldn't kill anyone before he made it there.

But first he needed to go to the rec room.

There, as expected, he found Sideswipe and a couple of the humans playing specially altered vid games. He stepped forward, ignoring various protests, and taking the disc from the player crushed it one hand.

"What-"

"That was totally unnecessary!"

"Do you have any idea how much that cost?"

Prowl leveled them all a dangerous look, and they all shut up. Few noticed the aggravated twitching of his wings, and less noticed his hands, which kept moving as though to draw his blaster.

"These games, and all of its variants, are never to be seen aboard this ship again. Am I clear?" He said, calm words at odds with his nervous body language. Several gave him concerned looks.

Sideswipe nodded.

"Good." And with that, Prowl began to stalk away.

"Prowl, are you oka-" Prowl's instantaneous reaction to Carly's concerned voice was to whirl around and point a blaster at her head. Shocked, Carly did not move as the tactician managed to jerk his hand aside. The shot, which would have killed her, impacted harmlessly on the floor behind and to the left. Carly, too scared for words, only stared at Prowl.

The rest of the room was tense as they watched the display. Something was obviously wrong with their Second, but not one was sure what to do about it. Everyone was still and silent for several moments.

Prowl's hands trembled, and he dropped the blaster. The clatter startled all, and Prowl turned away.

"I'm going to see Ratchet." He said, and walked out of the room.

Concerned whispers followed him out, along with several bots.

He was sure they were special ops, keeping an eye one him after his less than confidence inspiring display. Jazz and Bumblebee had both been in the room, and were likely candidates. Possibly also Mirage, as Prowl detected a third presence.

His awareness of those presences was all that kept him from whirling around and shooting all three. As it was he still had to restrain the consistent impulses to react to their presence. Depending on where he was, he alternatively wanted to dive down side corridors, barricade himself into secure rooms, or simply run and shoot at anything in his way.

And he had only spent one cycle in that garish nightmare. He was sure he would not be able to take more.

He managed to make it to the med-bay without incident, still checking his corners and keeping his defenses high. The fear was beginning to wear away a little finally, but he was nowhere near his normal capacity and he knew it.

One explanation and several scans later, Ratchet declared that there was nothing physically wrong with him. His battle computer was running full tilt and all systems were operating at battle readiness (which was highly abnormal), but he was otherwise fine. The medic recommended he not go into battle any time soon and to try and calm down. He was also told to get some energy and some recharge, as he was running on fumes. Nodding, the tactician left, shadowed by two spec ops.

"Well, Doc? Any idea what's wrong wit' him at all?" Ratchet shook his head.

"If I didn't know any better I'd say he's just suffered through something incredibly traumatic and he's still in shock. But that couldn't be, he was fine until he went for his recharge cycle last night."

Jazz frowned.

"Alright. I'll keep an eye on 'im. Let yah know if I dig anything' up."

Jazz followed Prowl the remainder of the way back to his quarters- uneasily noting how twitchy the Datsun was at every sound, every movement. Jazz found himself thankful that the halls were mostly empty and quiet. He didn't want to have to explain to Prime if the Datsun startled and ended up harming somebody. The situation was complicated enough with the incident in the rec room. Things only got stranger as he watched the tactician thoroughly check his quarters from the door- with his gun (likely his spare, as his other one was still sitting in the rec room). Satisfied the room was free of whatever Prowl was so afraid of, he stepped into the door checking his blind spots as he did so and shut it the moment he was inside. A moment later a light pinged red to indicate that it had been locked.

Sending Mirage and Bumblebee on their way, Jazz decided that he needed to talk to Prowl. Something was up, and now he needed to know what it was. Waiting an appropriate amount of time, the Porsche sidled up to the door and knocked casually.

"Prowl, y' in there?"

"Of course I am. Did you not follow me here?" Jazz frowned. Prowl was more perceptive than he'd thought. His voice was also far too level, and he was unable to gauge anything from his tone.

"A'right, y' got me, 'm just worried. Let me in?"

There was a pause, and for a moment Jazz thought that perhaps he would be denied entrance, but then the light flicked blue and Jazz found himself roughly pulled in through the doorway. Prowl had already shut and relocked the door by the time Jazz had even found his footing.

"Prowl?"

The gun was still in his hand, though it was pointed downwards. Prowl shook his head.

"There's something wrong with me, Jazz."

Jazz moved to stand in front of Prowl, stance open and unthreatening like he'd used to do with shell-shocked civilians.

"Tell me."

And he did.

XxX

Prowl woke up back in Prime's office, feeling only marginally charged and staring his dead commander in the optics.

Instantly he was on high alert, scanning for outside presences and initiating all battle protocols. He spent several minutes like that, verifying that the room was still indeed secure, and that nothing had changed as he'd charged. He eyed his energy level uncertainly. Charging without a berth was highly inefficient and he had not expected to gain a lot from it, but oddly enough his energy levels were nearly topped up. It supported the theory that this was only a subconscious sequence generated during his recharge cycle.

Except for how real it was.

He looked Prime in the optics one last time.

Waking in the other Ark, however, he had lost energy during the course of the cycle. He still didn't know which Ark was real- there was no real evidence pointing to one more than the other. Until there was, he would have to simply treat both as real, no matter how much he would have liked to go back to recharge and return to the other Ark.

Cautiously leaving the sanctuary of Prime' s office, Prowl returned to a battle ready posture, gun drawn and processor whirling. He would continue towards Teletraan-1. If nothing else he might be able to clear the infestation from the room and possibly figure out what had happened from the system logs. Hopefully it would be mostly operational. There would not be time for any overt repairs.

Ducking through the halls, avoiding the infected where he could, taking down those he couldn't (and trying to ignore that painful twisting of his spark at every familiar face), he slowly made his way towards the command centre.

Turning down one hall, he suddenly got the feeling that there was something nearby. He had not run across another creature for several minutes, and so was certain it was another batch of mutations waiting around the next corner.

Stepping silently down the hall, something caught the tactician's optic. Still moving cautiously and keeping his guard up, he knelt to examine the object, and was surprised to find it was a body.

Windcharger's face looked blankly up at him, and for the moment ignoring that painful stare, Prowl catalogued the body's state. The mini had been infected- that much was obvious. He- it had taken several shots, some which should have been fatal before going down. Someone had removed all it's limbs, desecrating the body, but arranging the limbs in a facsimile of natural order. Prowl wasn't sure what to make of this discovery, and chose instead to note the relevant bits for later in case the puzzle ever started to make sense.

Still maintaining sensors on high alert, Prowl turned his attention from the body and back to the feeling of not being alone. Whatever it was seemed to not have noticed his presence yet- he hoped to use that to his advantage.

Moving along the wall, Prowl began to gain physical evidence of what his instincts had warned him of. There was another presence around the corner. Just one. It was odd, as he had not yet encountered a creature that traveled without at least two or three more in the vicinity, but it could just be coincidence. Scanners pinged the creatures general location, and Prowl hoped to be able to turn the corner and offline the creature as smoothly as possible.

Turning the corner he brought up his gun and let off a shot, only to duck away for cover as the shot was returned near instantaneously. There was a brief pause as both parties stopped to consider what had just transpired.

Then-

"Prowler?"

Pulling himself up from behind the upturned shelf he'd hidden behind, Prowl gained his first glance of a friendly face in this whole nightmare.

"Jazz?" His voice was incredulous, easily matching the expression of Jazz's face. It was obvious neither had expected anybody with a working processor, let alone each other to appear from around the corner.

"Prowl! Aw man, you got no idea how glad I am yer okay. How'd you survive?" Jazz's relief and excitement was contagious, or perhaps Prowl was just that glad to see Jazz himself, for he found himself smiling right back.

"I-"

Scritch scritch scritch

Both Prowl and Jazz were instantly back on their guards, and both cursing themselves at the lapse. Prowl chanced a glance at Jazz.

"Perhaps it would be best if we continued this conversation on the move, and silently if we can." He suggested evenly. Jazz nodded.

"I got a place we can go. It'll be safe, an' we can get some r'n'r while we're at it. Primus knows I could use some." Prowl nodded, and motioned for the saboteur to lead the way. The two fell into an easy formation, Jazz leading and checking the corners, and Prowl covering the back. It wasn't far to Jazz's sanctuary, but Prowl noticed a pattern amongst the bodies along the halls. All were laid out the same way as Windcharger- flat on their backs, detached from their limbs and arranged in a semblance of memorial. He asked Jazz why. The visored mech gave him an odd look.

"You mean to tell me you survived this long but ain't noticed how often these things get up again?" Prowl made no objection to calling them things. He recognized it as Jazz's way of distancing himself from the carnage.

And it was hard to disagree.

"I've noticed no such trend, but I have not stayed in one area long enough to be sure. You mean to tell me they can resurrect themselves?" Jazz nodded as he sidled up against a seemingly innocuous wall, and began fiddling with one of the panels.

"Oh yeah- these things can get up from slag that would kill a bot three times over. C'n only really make sure they can't get ye' by makin' sure they can' get up again." The wall slid open, and Jazz motioned for Prowl to go in before slipping inside himself and sealing the door behind him.

"So," Jazz continued, "does that mean you just got lucky and hit 'em right every time… Or just got lucky?"

Prowl considered what had happened so far.

"I believe it has more to do with the fact that I've been using my acid pellet gun. The organic portion of the infection reacts badly to it."

Jazz nodded.

"Makes sense. So, ya gonna tell me how you managed to get out scot free?"

As Prowl related his tale he was interrupted only a few times by Jazz, such as how lucky he was he had taken the infection from Prime's body as chances were that he probably would never have woken from recharge otherwise.

It was finished all too soon- there was little more to his tale other than the initial awakening and the various rest periods. He did not tell Jazz of his human-like dreams to the Other Ark. They could not afford to question sanity when they had to depend on each other so thoroughly.

He asked for Jazz's version of the story. He still did not know what had caused all this, and it bothered him not to know. Jazz expression was grim.

"The only cause I c'n put t'gether is so crazy it's not even funny. Y' remember…" Jazz winced, but he collected himself and continued. "Y' remember that game Sideswipe got? The one with the humans and the aliens?"

Prowl nodded, if only because that had been the game he had crushed back on the Other Ark.

"Cliffjumper started hav'n nightmares about it. Human-style, y'know? Couldn' figure out how or why until one cycle… One cycle he just came oughta recharge… Infected. Spread too fast to get any idea how it was even possible. We dropped like flies."

Jazz sighed. Prowl tried not to be troubled by the similarities to himself.

"I thought I was the only one left for so long." He smiled. "'M glad you made it, Prowl."

Prowl tensed visibly as a low growl reverberated through the walls. Jazz tensed slightly, but it seemed mostly out of reflex.

"'S'okay, man. This thing could withstand Megatrons fusion cannon on a bad day. Ain't nothin' getting in here if we don' want it too."

"What is this place, exactly?" Prowl asked, still tense as the guttural moan passed through the hall not twenty feet from them.

"'S a sanctuary, built into the ship by Special Ops. There are a few of 'em scattered around the Ark. We never thought we'd use 'em fer anything serious though."

"You plan for the eventuality that the Ark might be infested by a virus-like agent capable of enhancing normal strength parameters." Prowls tone was flat. Jazz laughed.

"First rule o' Ops- Plan for everything." The smile fled. "Seriously though, we were actually thinking more along the lines of if the Ark were ever taken of by cons or something similar. An Ops bot could run an operation from here, sabotage plans by the cons and the like. There's a remote access port to Teletraan from here in case he had to be wiped."

Prowl looked around the space. Indeed, there was a port just next to the recharge berth. The room was very cramped between that, the two of them, and the energon dispenser on the other wall.

"Anyways, nothin' gets in here if we don' want it to. These are probably the safest places on the Ark right now."

"We can't stay here forever."

Jazz shook his head.

"We could stay here a slaggin' long time, but yeah. Wouldn't do anybody any good jus' holin' ourselves up in here."

"So what's the plan, or do you have one?"

Jazz sighed. "The plan was jus' me cleanin' out the Ark before the infestation got out, but…"

"And you planned to do this by yourself how exactly? How do you know it hasn't gotten out already?" Prowl regarded the Porsche skeptically.

"I can't be a hundred percent sure that nothin' got out- they're damn slippery buggers at best, but we sealed up the Ark tight as soon as we found out what it could do. We did our best. As fer cleansin' the place- You remember the battle over the Heart of Cybertron?"

Prowl nodded. After Megatron had become ludicrously powerful running on the dense crystal, they'd had to send in a team to retrieve it- only for it to become unstable in the process. It had been shot miles into the earth's atmosphere before being detonated. Had it been on ground level, it likely would have obliterated most of Oregon.

"That was what powered the Nemesis. Why?"

Jazz smirked. "You didn't think the Ark ran on just energon and willpower, did ya? We have the Will of Prima. Same type power source, different name."

"You meant to wipe out the Ark entirely." There was no accusation in his voice, and indeed, seemed like the best course of action. Jazz seemed shamed anyways.

"…Yeah. I was only one bot, y'know? Eventually I'd have t' go under, and then what would happen if these things got out?"

Prowl nodded, already plotting out possible routes to where the Will of Prima should be, and possible obstructions they might encounter. He looked at Jazz, finally noting how worn the Saboteur looked- Prowl had spent only two cycles in this nightmare, how many had Jazz been here? He nodded towards the berth.

"You should recharge. We will both need our energy if we are to make it to the Will of Prima in one piece."

Jazz started at that and stared at Prowl disbelievingly.

"Y' wanna go through with my plan? But it's a suicide run."

"I see no better options- it's as good a plan as any. We are, after all, still only two bots." Jazz winced at having his words thrown back at him like that, but knew it was true. They still couldn't chance the infection getting out of the Ark.

"A'right. S' too bad though."

"What is?"

"I was kinda hopin' I wouldn't have anyone on my conscience."

"How do you mean?"

Jazz turned from where he'd sat on the berth in preparation for recharge. He seemed to consider something.

"Nah. 'S nothin'. Forget I said anythin'."

"Jazz." Prowl's voice was flat and brooked no argument. Jazz expression grew despondent.

"I just- It was easier when I just thought everyone was dead. Had nothin' left t' lose. Now…"

"Now.. I dunno. There's no right answer. I'm jus' thinkin' out loud."

XxX

Prowl woke back in his own quarters and almost did not recognize where he was. Constantly switching between the two Ark's like this was disorientating, and it took him a moment to gather his wits. Jazz's continued presence across the room (apparently amusing himself with a holo-puzzle he'd had lying around) was both soothing and troublesome. Jazz was now his link, what grounded him in both worlds; his calm and capability were like a balm to his tired, overworked processor.

It was also troublesome, as Prowl knew that if he had not gone into recharge in the relatively safe nook of the other Jazz's sanctuary he would have woken up and pulled his gun the moment he registered another presence in the room, regardless of who it was.

He didn't want to be responsible for hurting Jazz any more than the other Jazz wanted to be responsible for his death.

His processors stalled, and he made no indication that he was awake in order to sort out his mind. What would happen once he and the other Jazz completed their mission and negated the other Ark? Would he return here, and could he live with the other Jazz's death, or would he simply cease to exist, leaving the bots here totally unaware of the entire situation?

He still didn't know what was real.

"Oh, hey, yer awake. Feelin' any better?"

Prowl looked Jazz in the visor and wondered just what to tell him.

"Jazz, I want you to make me a promise."

"What kinda promise?"

"If I ever come out of recharge not myself, I want you to shoot me."

"Mech, you ain't been yerself for two cycles already. You want me to shoot you now?" Jazz's quip, like his smile, was halfhearted and thin. Prowl jumped towards the third in command and he backpedaled furiously, startled by the reaction. Prowl scowled fiercely.

"I'm not joking. Animalistic tendencies, organic growth where there shouldn't be, lack of cognitive process, I want you to shoot me. This is how it's spreading! I don't know how, but it is. Promise me, Jazz."

Jazz looked Prowl in the optics, and they both stood there a moment, each silently gauging the other.

"Alright, Prowl. Alright."

Prowl relaxed, not all the way, but noticeably. He gestured to the door.

"Keep it locked- and make sure no one can over ride it. Just in case."

"What, you're just gonna keep us both in here forever?" Jazz looked skeptical. Prowl shook his head.

"Just until the mission in complete, or I go under. Either way, we'll find out what happens when it happens." Prowl sat wearily. His systems were drained, and he made to fetch some energon from his own dispenser, thankful he had one in his own quarters. Jazz looked on worriedly.

"And you're sure this isn't just some really vivid dream/memory fragment cross? I know Sider's game freaked you out, but-"

"It's not a dream, Jazz. It's too real, and I've been losing energy from my recharge cycles, rather than gaining it. Also," he gestured for Jazz to come closer "Look."

Jazz bent a little to examine the upraised for arm and easily found the long dent engraved there.

"How'd you get this, and why ain't ya taken it to get that hammered out?"

"Carly did, or rather, what used to be Carly did." Prowl answered, filling in gaps of what he vaguely recalled having not told this Jazz the cycle before. "And in order to get it fixed Ratchet would have had to remove the plate and take out the dent manually. It would have taken longer than my usual waking cycle and I could not risk having exposed wiring on the other side. It would have been suicide."

Jazz rocked back on his heels for a moment, still not sure what to make of the obviously high-strung Second in Command. The increasing general wear and tear that Prowl had been showing could be explained by simply not keeping up on regular maintenance, but a dent that size- Jazz shook his head. He couldn't possibly be considering this. It was crazy!

And yet he looked at Prowl and the underlying fear and weariness there and he doubted his own conviction.

"Did Ratchet do a CPU scan on ya?" He asked. Prowl twitched irritably, and Jazz couldn't help but be surprised at how expressive whatever Prowl was going through had made him.

"I'm not crazy. And for your information, he did. I'm fine in that regard." Jazz made to speak again, but Prowl stiffened and lifted a hand to keep his silence. He did, and a moment later Prowl relaxed.

"What were you going to say?"

"Yer serious."

"I'm always serious." Prowl answered flatly. Jazz smirked at that.

"Don't we all know it. But I mean this- yer really convinced o' this whole… 'thing', aren't ya?"

"Whatever gave you the impression I wasn't?" Jazz stalled, trying to come with the least offensive or condemning answer.

"It's just hard to believe man."

Prowl slumped onto the empty berth and sighed.

"I know." He said. "I know."

He glanced up at the sabatuer with a skeptical look.

"You still don't believe me, do you?" He asked. Jazz could only shrug and smile in answer. What could he say.

"Just remember what you promised me Jazz."

Jazz made no answer.

XxX

Prowl woke within the relative safety of Jazz's sanctum to find the Ops mech staring at him contemplatively. Sitting up, he pretended not to notice as Jazz pretended he hadn't been staring.

They left the sanctum in silence, though that did not last long. After participating in one of the oddest conversations he had ever been privy to, both Prowl and Jazz found themselves three-quarters of the way to their target and unsure of how to proceed.

"Any ideas?" Prowl grunted as he held the slab of sheet metal that once was a door against the opening. Jazz was on the other side of the room trying futily to unjam the other door. Prowl was pushed back by a particularly forceful hit, but regained his balance quickly. Several of the small inflated forms snuck their way in, and Prowl irritably tried to quash them with one foot. He got most, missing only two, and both skittered their way across the room to Jazz, whom he warned accordingly.

Jazz deflated both without a second thought and without diverting his attention from unblocking the other door.

The door Prowl was blocking would only hold a few more moments. Planning quickly, he wedged the door in it's socket and leapt backwards, setting up an impromptu barrier from a desk and a much abused table, and then yanked Jazz back from his vulnerable position at the other door.

Wedging the door had allowed room for the smaller forms to slip through immediately, but held the larger mutations for a few more moments before they forced their way through and began pouring into the room in earnest. He leveled his blaster at the group and Jazz did the same, shooting out vital areas where they could, and simply taking out limbs when they could not. The tiny inflatable forms were a distraction they could ill afford, and as much time was spent brushing them away from joints and openings in their armor as was spent keeping their former comrades at bay.

Shooting out the lurching, hissing, Brawn's legs, Prowl knelt down to reload. Shots whizzed overhead, testimony to the creatures ability to learn, they had begun to use the abilities their new bodies granted them. The two-mech team's chances of even making it to the core grew slimmer with each new revelation. Jazz was on a constant lookout for Mirage, or rather, anything that might indicate what used to be the spy was about. The thought of these things being invisible on top of everything else was quite frankly terrifying.

"Ye'd think they'd eventually run oughta bodies." Jazz spat as one of the mechs, something barely recognizable as Inferno, threw itself over the barrier and at Jazz. He was taken out swiftly and efficiently. Prowl felt only numbness even as he agreed. How many had they killed now? How many could possibly be left?

He shot a lumbering Hot Spot directly in the chest, searing through organic infestation and straight through armor to pierce his spark chamber. He couldn't look at the Protectobot. He couldn't look at who he was shooting.

Gears. A shot to the head, leaving a gaping hole a sparking circuitry beneath.

Silverbolt. One wing gone, a leg missing and the other mangled, still limping towards them. One more shot. He moved no more.

Fireflight. Sweet curiosity had long fled from his optics. He laid a single shot right between them. He fell, and did not get up.

Huffer. His paint pealed and boiled under the acid from his gun. One arm hung lifeless. Another blast left a smoking hole in his chest.

Skyfire. Blast after blast of gunfire pointed straight at the gentle scientist before he fell to the ground, smoke rolling from the wounds as circuitry fried from within.

Ironhide. The staccato of gunfire became background noise as Ironhide's frame became little more than holes held together by bits of scrap metal. His body grayed even before he hit the ground.

One by one.

He looked on dispassionately as Red Alert, his long time comrade and trusted companion since before either could remember, fell to the ground and writhed in agony as his spark extinguished. Watched in numbness as Bumblebee, the little bot that everyone liked, drop to the ground as his body grayed and cooled. He only watched, separated from himself, unable to feel. Not now. Survival came first.

The room grew quiet, save for the scratching of a few pathetic inflatable forms clinging desperately to the corners of the rooms. They were easily disposed of. For a moment, Prowl had trouble processing that the fight was over. It was quiet. So very quiet. Something to fear.

Jazz, ever practical, got right back to work at unblocking the now only half-blocked doorway. Prowl stepped towards the open one with the intent of hindering any further offense from behind.

His steps grew shaky as he moved past the bodies. Each one, as he came out of his emotionless stupor, hurt a little more. He didn't even realize he was on his knees until he recognized Bluestreak's dead gray optics staring back at him. He was vaguely conscious of Jazz blocking the open doorway like he had been supposed to, and then felt Jazz's hand on his shoulder.

"C'mon. 'S only a little way now. We'll see 'em in the Matrix."

Prowl stood then, shakily. The emotions swirled and raged within him, and then were inevitably compartmentalized and filed away were he wouldn't have to think about them any more. He couldn't feel the pain for the sheer intensity of it. But nor could he feel the fear. Somewhere, in the back of Prowl's mind, a part of him was pleading with the young gunner to wake up. To get up and smile and chatter at a hundred miles an hour. Another part of him was simply playing through his memories, each one a different bot, each one a new place and time. But there wasn't time- he had to keep going. There was no time.

No time.

"C'mon, Prowler, they're on to us. We gotta get a move on." Jazz's tone was not insistent, but instead was understanding. They had run out of time, and it was time to go.

And, after an eternity of a moment, they did.

The last quarter of their journey turned into more of a race than the slow, cautionary way they had traveled previously. Infection forms and mutated crew members poured out of every nook and cranny, forcing them to run through the corridors avoiding as many of them as possible instead of simply fighting their way through. The forms were persistent, and though Jazz and Prowl could move faster, they faced numbers unimaginable. The infection forms alone could overpower them both with ease if they caught up to them.

So all they had to do, he reasoned, was stay ahead.

Easier said than done.

Shots rang out, most aimed wildly, if at all, but some came close and Prowl worried to think what would happen once they learned to aim. Hopefully he wouldn't get to find out.

Leaping over a crouching mutation of Groove and deftly racing around the lumbering Sludge, Prowl and Jazz ignored the low energy system warnings, and discarded their motion trackers entirely. They were surrounded, with masses piling up behind them as they ran on. Prowl did not even bother trying to process tactical plans and chances of survival. At this point, they either made it…

Or they didn't.

As their final destination loomed in sight Prowl felt their chances swell. Prowl made the door first, and keyed it open desperately. Jazz slipped in, backwards, firing his gun to keep the hoard back as he did. Prowl followed and shut the door as fast as it would allow, locking it.

The metal dented ominously as the hoard pounded against it.

The Will of Prima was at the far end of the room, suspended between to spikes and covered by several layered slabs of reinforced metal. Jazz immediately began going through pass codes to get it open.

The metal door dented again, and a hairline crack appeared around the edges. Not enough for the infection to get in, but they wouldn't be kept out much longer. The hiss of static and the scratching of tentacles on metal seemed almost too loud. Unreal.

"Hurry Jazz." Prowl murmured as he kept his gun trained on the door. The room was empty; there was nothing to hide behind.

The door hung on its hinges now, and the small inflated forms gushed through the new openings.

He kept them distracted, shooting and stomping and swatting as fast and as much as he was able. He knew Jazz was close to getting the containment field open when the door came out of it's socket entirely and Prowl no longer had any concentration to spare on it.

It was mostly flood forms now, but mech bodies clamoured at the doorway, fighting to be let in. It bought him a few seconds, but it hardly mattered.

"Prowl!"

He collapsed as the tiny infection forms clambered over him, worming into his joints, joining with his system. They tore and dug at his circuits, igniting pain along every crevasse, he writhed a moment, trying to dislodge the invasion on his being, until he could no longer move at all. His body still lit with pain, but even that began to fade as each wire began to mould with the infection.

He looked at Jazz.

The hatch was not open.

He'd gotten distracted.

They'd failed.

He opened his mouth- he didn't know what to say, besides Jazz's name. A word of comfort, or perhaps to beg Jazz to shoot him. He couldn't think. His mind was lit with fire and fog at once.

He opened his mouth to speak.

All that emerged was static.

XxX

"What do you suppose was up with Prowl?"

"I dunno. Was definitely weird."

"Ratchet said he was clean though- no damage, no viruses. Nothing!"

"Y' think we should go check up on him?"

"I thought Jazz was doing that."

"Come to think of it, I haven't seen Jazz since he went in to talk to Prowl. Is he still in there?"

"That was quite a while ago."

"I think we should head over, just to see. After all, this could all be because nobodies talked to him at all lately."

"Can you blame us? Mech's colder 'n the arctic on a bad day and an attitude to match. I don't see you tryin' to befriend him."

"I never said I was any less to blame. I just said it might be something to consider."

"Weird, his door's locked."

"Are you really that surprised? After what happened with Carly I'm surprised he didn't sentence himself brig time."

"No, I mean… Here, look at this."

"Weird. Can't be overridden. Isn't that a little dangerous?"

"Obviously Prowl's deemed himself a bigger threat to the crew than whatever could happen to himself. It is odd though."

"Something's off."

"You feel it too?"

"Yeah. Just got this weird feeling in my gut."

"I may not have a gut, but something's definitely up. Think we should go talk to Prime?"

"Maybe."

"Hey…"

"What is it Bee?"

"Do you hear that weird, hissing noise?"

"Now that you mention it…"

"It's like static."

"Where's it coming from?"

"Something's wrong- that ain't a healthy sound."

"It's getting louder."

"No, that's a different sound…"

"Kind of like… something scratching at metal, but quiet. What is it?"

"Dunno."

"Screw it, I say we bash the door in."

"Sideswi-"

"Holy Primus-"

"What is that?"

"Get it off! Get it off!"

"Spike!"

"Bumblebee watch out!"

"Open fire, open fire!"

"Aaaaaaah!"

"Help me, oh God, please he-aaaaahhh…"

"S-spike!"

"Bumblebee, get away from him, we don't know what's going on!"

"But-"

"It's in my joints! Holy Primus, get it out, get it, aaah!"

"Sideswipe!"

"Back up, we've got to get some space between us!"

"Please Spike, you've got to listen, you've got to hear me-"

"Bumblebee!"

"Raaaagh!"

"Please Spike-"

"Please-"