A/N: this was originally posted on Tumblr, for RodiMags week. Never played with these two before. Hope you like!

Rodimus was exuberant, borderlining inappropriate. This wasn't new. The captain almost danced across the deck, hanging off of Blaster's station to hear his report, laughing along with whatever Hound was saying. Even Thunderclash got a cursory grin and what sounded like a lewd joke.

It was… uncomfortable to watch.

Ultra Magnus had never appreciated Rodimus' levity and shouting-distance relationship with rules and regulations, but after all this time he had given up on changing the other mech. Rodimus was a force of nature, an uncontrollable vortex of chaos whose main mission in life it seemed had been to give Ultra Magnus a splitting helmache.

Or at least that had been the case up until recently.

He wasn't sure what had changed. Or why watching Rodimus flirting with every mech on the bridge aside from himself was so displeasing.

It wasn't the flirting that used to be the problem.

Ultra Magnus watched as Rodimus flitted across the bridge. The mech was grinning, a look that seemed directed at everyone but Ultra Magnus, and the large mech told himself that he didn't feel the lack of it.

Light reflected on flame-colored plating, elegant limbs catching every optic, spoiler twitching temptingly, and Ultra Magnus could do nothing but watch as Drift and Blaster and Hound and Thunderclash got all the attention and favor of his vibrant captain.

It stung. And he couldn't pretend anymore that he didn't know what was going on.

He wanted Rodimus to look at him like that.

Not like that was ever going to happen.

When Rodimus looked at him, it was with frustration. Annoyance. Sometimes, if he was lucky, with a touch of respect or graditude.

Ultra Magnus understood how they had gotten to this point. He didn't know how to change it.

"Hey, Mags," Rodimus called then, hanging over the back of Drift's console. "I've got the bridge, you can get out of here. Go unwind or whatever it is you do."

Ultra Magnus inclined his head slightly. He didn't have anywhere he wanted or needed to be, would in fact have preferred to stay right where he was. But he knew the look on his captain's face - that was the look Rodimus wore when he was gearing up towards a 'discussion' where Magnus' faith in his captain, his ability to cooperate and his trust in the chain of command was pulled into question.

Magnus didn't have any valid counter-arguments against Rodimus at this point. He wasn't given to lie, and he couldn't very well say that he wished to stay there to watch his captain - not because he wasn't trusted, but because Magnus found him to be beautiful.

That would never do.

The image of flame-kissed plating haunted him as he left the bridge and headed for his quarters.

Swerve's was loud. It was always loud, and disorderly, and in breach of at least seven rules or regulations at any given point in time, which was why Ultra Magnus had hesitated to approve the application to open the bar in the first place. In the end, Rodimus had convinced him. Ultra Magnus had a hard time saying no to his captain, which had caused no shortage of 'adventures' (as Rodimus called them) in the past.

Swerve's was loud, and crowded, and where the crowd was thickest and loudest his captain could be found. Rodimus was barely visible, flamboyant colors shining in glints in between the more dulled reds, greens, blues and Drift's gleaming white.

Ultra Magnus didn't like crowds. Or loud noise. Or getting overcharged. But he most certainly did prefer to keep an eye on things. So here he was, seated at a table where he could watch the crew and nurse his drink in peace. And if he also happened to have an excellent view of his captain's location, well, that was a practical side effect.

Not that he was staring. Observing, yes, that was his duty.

Watching… He wouldn't admit to it even if pressured, but watching was accurate.

Rodimus, as always, was a sight to behold.

"Good evening, Ultra Magnus," Rung said politely, sitting down next to him. "I must say, I hadn't expected to see you here."

"Someone must keep an eye on these miscreants," Ultra Magnus replied. It was a mediocre answer, but it would have to do.

Rung smiled gently. "Yes, that is certainly true. For some more than others, maybe."

Ultra Magnus grunted noncommittally.

"The captain seems to be in regular form tonight," the orange mech continued. "I don't mean to be too forward, but…Have you told him?"

That earned the orange mech a frown. Ultra Magnus sipped at his drink again. "I don't know what you mean. I speak to him daily."

"Yes, I suppose you must," Rung agreed, glancing at Ultra Magnus. "But do you talk of the right things, I wonder." He stood then, giving Ultra Magnus a nod and a smile. "I would advise you to talk to him, but if you'd prefer to talk to someone else you know where to find me."

Ultra Magnus didn't know what to say to that. Luckily, the other mech walked away, letting him avoid having to scramble for a reply.

Rodimus was dancing, surrounded by other mechs. He was smiling, a happy, open expression that had Ultra Magnus' spark giving strange little tugs.

He should stand up and walk away. He should. Watching now was not doing him any favors. He didn't want to see Blaster's hand trail across a sensitive bumper, Drift's mouth moving with whispered words close to a red audial. He didn't want to know who Rodimus left with tonight, who would get the pleasure of his company, who would get to enjoy his warm, eager frame and wake up with a gorgeously drowsy Rodimus in their berth tomorrow.

It hurt to think about.

He stayed until his captain had gone. Then he stood on still-steady feet and left the premises.

*Red Alert.*

*Sir?*

*Do you have a visual on the captain?*

He didn't need to specify which captain. To Ultra Magnus, there had ever only been one.

*In Blaster's company, sir, heading for the upper level habsuites.*

*Thank you. Ultra Magnus out.*

He tried not to listen as he passed the habsuite in question.

His own had never seemed so empty.

The laws were his solace. He had always found peace and clarity in the clear-cut vision of truth and justice found within them. They were his function and his foundations, and had always had all the answers.

Until now.

For the first time, his tattered spark found no peace in the texts. They held no solutions for him, no guidelines.

No advice.

Ultra Magnus frowned and stood, walked away from his desk. Maybe doing rounds would help.

He followed the familiar route without conscious effort, noting infractions as he came upon them. Public inbibement of restricted substances - Whirl. Disorderly conduct - also Whirl. Instigation of violence - Whirl again, and Cyclonus. Public indecency - Skids and Getaway, unnervingly enough. Insubordination - Whirl, Cyclonus, Skids, and Getaway. And Ratchet, but Ultra Magnus never got anywhere with reciting the laws at Ratchet. He had learned now to let the 'small things be and fragging let me do my job, slaggit'.

At least he hadn't had to punish Rodimus for something this time.

"Good evening, Ultra Magnus. Still troubled?"

He suppressed a sigh frowned back at the smaller orange mech. There weren't many he would be less pleased to see at this point. "Good evening. And on this ship, how could I be untroubled?"

"Well, yes, that's true," Rung said. "However, I was referring to your observance of our illustrious captain."

Ultra Magnus fiercely did not want to discuss this. At all. Ever. "For once, it seems Rodimus is not causing trouble, so I don't need to, as you say, observe him. Pardon me."

"You know where to find me for that talk," Rung called after him. "Good evening, sir."

Ultra Magnus resisted the urge to punch the wall. He was likely to put his fist through it at this point, and he did not want to write himself up for willful destruction of property.

Even with this new-found… something, that let him appreciate Rodimus on a different level, it was clear that his captain still got infuriatingly under his plating. No one else had ever managed to make him so furious so quickly. No wonder he was constantly tense and frustrated - anyone would be if they had to clean up Rodimus' mess constantly, and the fact that he was suddenly happy to haul jis captain's very fine aft out of the fire hadn't changed that.

He was desperately in need of a good recharge and defrag. Now, if only he could get through the rest of his rounds without anyone actually talking to him, maybe that would actually be possible. It would be nice if he could manage to unwind that much.

"Oh, Mags! Just the mech I needed!"

… Apparently, nice was too much to ask for.

"Good, I found you!" Rodimus said brightly, threading his arm through Magnus'. "You see, there's a problem with the recent course change, it's taking us a tiny bit too close to a system I've visited before, and it seems I'm not welcome there anymore. Soooo we've picked up a couple of unwelcome tails, and the locals are kind of demanding my head on a platter for something that was totally not my fault and is blown way out of proportion besides. So I need my faithful second to help me - you can get me out of this, can't you, Mags?" He looked up at Ultra Magnus with large optics, squeezing his arm, and Magnus refused to think of how pleasant it was to have Rodimus on his arm like this.

Instead, he heaved a sigh. "Fine. My office."

At least some things never changed. Though he wasn't sure if that was a relief or not at this point.

He was done. It was enough.

Ultra Magnus was through tormenting himself.

He buried his affections for Rodimus in the deepest, darkest corner of his spark, pretending it didn't exist. He avoided Swerve's (and Visages for good measure, even though he doubted Rodimus ever went there). He stayed away from the training rooms. The only place he interacted with Rodimus was on the command deck, and even that was kept to a bare minimum.

It was a relief at first. He spent a lot of time in his office, catching up with the backlog of reports. He got to read datapads of fiction and history that Perceptor and Rung had lent him ages ago. He finally got to go through the security footage from the sparkeater incident, and the thumb encounter, and every other insane thing that had happened since the ship launched.

In short, he got to immerse himself in work. The relief was astounding.

Still, something was off.

Work used to be enough to keep him satisfied. That was no longer the case. He found himself pacing inbetween reports, leaving them unfinished, even pushing them to the floor in fits of pique.

He barely recognized himself.

It was apparent that the crew felt the same. He got more funny looks and raised optic ridges than he had ever gotten before, which was saying something. And it was very frustrating - he couldn't even walk down the corridor without some member of the crew or other staring at him like he was some form of freak stage attraction.

In the end, he was done with that too.

He took to staying either in his office or his quarters at all times. He showed up on time for his shifts, and then left the command deck when he was supposed to. He had reports delivered to his desk, kept his interaction with the crew to a minimum, and only answered his comm when it was labeled 'urgent'.

All that, and it still didn't help.

He avoided Rodimus as much as possible, but there was no avoiding what his processor threw at him during recharge.

Every off-cycle, he was tormented with images of Rodimus. His smile, aimed at Ultra Magnus alone this time. His walk, both coming and going, how the light glinted off his plating. The curves, and the seams where glints of protoform could be seen. His laughter, and the exact color of his optics. The sound of his moaning and his face in ecstacy.

Those last ones always woke him up, covered in condensation and with an array that was aching for relief. A quick trip to the wash rack took care of the problem, but he was always on edge for a good while afterwards.

In the end, nothing helped.

"Ultra Magnus, what are you doing to yourself?" Rung asked quietly. The little psychiatrist had somehow made his way to Magnus' office, ad now wouldn't leave. "This isn't healthy for you."

Ultra Magnus merely raised an optic ridge at him. "I'm sure I don't know what you mean."

"Don't play games with me," Rung said sternly. "I will have you declared medically unfit for duty if I deem it necessary."

That made him stare. It was a threat worthy of Ratchet.

"Tell me, Ultra Magnus," Rung insisted. "You've isolated yourself. Why?"

He stared for another moment, then sighed. "You know why."

"You like him." It wasn't a question.

"Yes," Ultra Magnus replied, admitting it to another person than himself for the first time.

"And why is this cause for you locking yourself away?"

Ultra Magnus shook his head. "It seemed like the best way to get over it fast. You know as well as I do that Rodimus isn't for me."

"Oh? Why not?"

Ultra Magnus stared at Rung, then began laughing. "Why not," he repeated. "Well, because he thinks I'm a boring nuisance without any sort of appeal whatsoever. Rodimus is more likely to date the RodPod than me."

"I think you sell yourself short," Rung said with a smile. "Talk to him. At the very least, stop isolating yourself. If I don't see drastic improvement within very short time, I'm taking appropriate measures."

"If I do this, will you get off my case?" Ultra Magnus asked dryly.

Rung smiled. "We'll see." Then he left.

Ultra Magnus sighed and dragged his palm across his face. It didn't look like he had a choice.

He would have to face Rodimus.

Face Rodimus. He could do that.

Actually talk to Rodimus, beyond the brief reports given in the last deca-cycle, was something else.

And facing an irate Rodimus who had stormed into his office, all heated and furious and glorious, was a different matter entirely.

"What the frag is your problem?" Rodimus snarled.

Ultra Magnus lifted his hands placatingly. "My problem?"

"Yeah, Mags, your slagging problem! You're avoiding me, slag, you're avoiding everyone, you're barely doing your job, and now I have to hear from Rung of all mechs that you're on medical probation!?"

Ultra Magnus stared at him, confused. "My work hasn't suffered.."

Rodimus pointed an accusatory finger at him. "Oh, sure it hasn't! What do you think it does to the crew when you, the all-knowing Ultra Magnus, hole yourself up in your quarters for cycles on end? What it does to morale? Pit, what do you suppose it does to me? We're supposed to be a team, Mags!"

Ultra Magnus just stared. Part of it was that Rodimus was gorgeous when he was this angry, and part of it was what he was saying.

"… a team? You're my captain." He couldn't help the warmth that infused itself into the last two words. Thankfully, Rodimus was too furious to notice.

Rodimus threw up his hands, frustration clear in every line of his body as he paced back and forth in front of the desk. "Frag yeah I'm the captain, but I would be captain of slag-all if it weren't for you! Don't you know that? It's pretty much an empty title, but with you by my side at least I've got some authority. Without you…" Rodimus sighed, turned to look at Ultra Magnus. "Without you, I'm floundering. There's no one to anchor me, to balance me, and no, Megatron doesn't count because I don't fragging trust him further than Tailgate can prod him. I need you." His voice softened. "Slag, Magnus, don't you know that?"

Ultra Magnus had no response to that. He was reeling, staring at Rodimus as the words he'd never expected to hear broke through every wall he'd erected in the last deca-cycle.

Rodimus sighed and sat down on the corner of Magnus' desk. It was the kind of action that used to infuriate Ultra Magnus' orderly mind, but now he was just thoroughly distracted by it.

"Magnus," Rodimus said in the same soft tones, and Ultra Magnus' very spark pulsed at the way his captain said his name, "why are you doing this?"

As always, Ultra Magnus couldn't deny his captain. He tried, though.

"It's personal."

"Of course it is. If it was work-related, you would have handled it." Rodimus looked at him expectantly.

"I… It's…" he fumbled, then sighed and shrugged.

"The great Ultra Magnus lost for words," Rodimus joked. "Okay, let's see if I can figure it out. You're not leaving your quarters or your office, so you're avoiding someone."

He mutely nodded.

"Good." Rodimus grinned. "Progress. This someone is also on the command deck, or you wouldn't be hiding during your shift."

Another nod. Ultra Magnus was half relieved Rodimus wanted to figure it out, and half terrified that he actually would.

"Now, this mech hasn't done anything illegal, or you would have taken the slagger down. Did he do something you didn't like?"

"Not… exactly."

"So… he did something you did like?"

"Well…"

Rodimus sighed exasperatedly. "You know, I miss your clear answers."

Ultra Magnus did as well.

"Okay," Rodimus said, fresh grin on his face. "So what is Megatron doing to make you uncomfortable?"

He stared. "Megatron?"

"Well, yeah, we've established that it's someone in command, and I figured that - wait, it's not Megatron?"

He shook his head, full of apprehension. "It's not Megatron."

"Well, the only other one you see all the time is…" He stared at Magnus. "Mags, are you avoiding me?"

Ultra Magnus hesitated, then nodded.

Rodimus looked crestfallen. "But why? What the frag?"

There was no way around it. He'd have to come clean.

"I find that I've gotten… attached," he admitted. "And it became too hard to watch you not be the same. So for my own sake, I had to pull back." Carefully, tentatively, he reached out and let one finger trail down a flame-kissed forearm.

Rodimus fell off the table and hit the floor in an almighty crash. He stared wide-eyed at Ultra Magnus while he scrambled backwards and pushed to his feet. "I gotta - I have to - Drift's comming me, bye," he rambled, and then he was gone.

Ultra Magnus stared at the door and sighed. That could have gone better.

It was late in the cycle when the knock on the door interrupted his lack of recharge. Off-cycles had been difficult after the confrontation in his office a few cycles ago, and Ultra Magnus found himself dreading every necessary recharge and avoiding as much of it as possible. So he was both appreciative of the disruption 5and slightly apprehensive as he went to open the door.

He hadn't expected his captain to be on the other side.

"Hey, Mags." Rodimus grinned sheepishly. He held up a cube full of shining liquid. "High grade? Swerve's special."

"You know I don't imbibe," Ultra Magnus replied.

"Well, will you let me in anyway?"

As if he could deny his captain entrance. Ultra Magnus stepped aside, letting Rodimus into his quarters.

Rodimus almost pranced inside, wearing one of those wide grins he usually employed when he was gearing himself up to do something he wasn't too certain about. "Wow, this is just like your office, isn't it? Do you do anything but work and recharge in here?"

Ultra Magnus palmed the doorlock, closing the door behind them. "Sometimes I refuel, too."

Rodimus grinned at him, and Ultra Magnus melted. "Was that an actual joke, Mags? I'm impressed."

He looked away. "What did you need, Rodimus? You didn't come here to offer me high grade."

The smile wilted, replaced by a hesitant expression. "I figured I owe you an apology."

That was surprising. "I am not sure I see why?"

"Because of the way I acted in your office last time we spoke." Rodimus looked everywhere but at him. "You were telling me something that was important to you, and I freaked out."

"You were entitled to," Ultra Magnus replied quietly. "Primus knows I 'freaked out', as you say, when I first figured it out."

Rodimus looked up at him, then took a hesitant step closer. "Did you mean it?"

"Have you known me to often say things I don't mean, Rodimus?" Magnus asked softly.

Rodimus looked down, smiling slightly. "Not to date." Those bright optics met Magnus' own again. "So…"

"So?"

Rodimus invented deeply, then took another step closer and pressed up against Ultra Magnus' chest plating. "So I hear you're interested."

….this was a dream.

It had to be. Rodimus couldn't really be standing there, looking up at him with that look on his face, his entire lithe body pressed up against his own.

Except, he was. That frame, so often admired, was embracing him. Those optics locked on his own.

"Are you just going to stand there?" Rodimus said, and the touch of hesitancy in his voice was more endearing to Ultra Magnus than any number of those wide, artificial smiles.

"Primus, no," he whispered. If this was a dream, then so be it.

Large, strong arms embraced the flame-colored mech leaning up against him, pulling him close. Ultra Magnus leaned down and nuzzled Rodimus' helm.

"Heh," Rodimus chuckled softly. "You're so big. I don't think I realized until just now. Tell me…" A golden finger ran across his hip and down across his interface panel. "Are you proportionate?"

The dream burst.

Ultra Magnus turned away. Unhappily, he let Rodimus go and took a step back.

"Mags?" Rodimus sounded confused.

Magnus sighed. "I won't be just another notch in your berth post, Rodimus. I don't do that." He walked over to the forgotten cube of high grade, handed it back to Rodimus. "I'm sorry if I gave you the wrong impression."

Rodimus stared at him, then shook his helm. "Is that what you think? I admit I'm a bit of a berth hopper. It's a distraction. That's not what this is."

Ultra Magnus wasn't sure he wanted to know. But he would never get another chance like this again. "What is it, then? A pity frag? An experiment? A size kink?" He wouldn't stand for any of those.

Rodimus put the cube down for the second time. "Is that what you think of me?"

Magnus hesitated, then shook his head. "I'm afraid that's what you think of me."

Rodimus snorted, and the sound was sharp enough that Ultra Magnus turned and stared at him. "Well, that's slag." He stepped closer again. "What do you need me to say, Mags? That you're always the first mech I turn to when I need help because you're the only one I trust with all my failings? That I feel lost without you, because you ground me?" Golden hands rested against a blue forearm. "That I play the field so that I don't have to commit to any of them? That they're all a distraction to keep me from thinking about the one I didn't think I could have?" Rodimus leaned his forehead against the plating over Ultra Magnus' spark. "If you don't want it to be a one time thing," he said softly, "then it won't be."

Ultra Magnus stared down at that flame-kissed helm. "Do you mean that?"

Rodimus looked up at him and smiled. "Yes. I mean that."

Ultra Magnus hesitated. Then he leaned down and captured Rodimus' mouth with his own.

The dream was real.

Ultra Magnus awoke with a warm frame pressed against his front, a helm burrowed under his chin.

For a moment, he panicked. Not because of the situation. He could remember vividly what had lead up to this, and he would be lying if he said that his spark wasn't turning happy little somersaults in his chest. Rodimus' warm exvents against his chest and side were paradisiacal, and Ultra Magnus was warm, sated, content.

There was no way such a sense of bliss could last.

He didn't dare to hope that Rodimus had meant what he had said. This vibrant, energetic, amazing being couldn't be Magnus' to keep.

"Stop thinking so hard," Rodimus muttered. "It's giving me a helmache, so I can't imagine what it's doing to you." Almost as if to make up for the words, he tilted his helm and nuzzled against Ultra Magnus' chest plating. "Good morning."

"Good morning," Ultra Magnus rumbled back, hesitantly tightening the hold he had on the flame-colored mech in his arms.

"Tell me we don't have shifts yet," Rodimus mumbled against him. "I don't want to move yet."

"We don't have shifts yet," Ultra Magnus replied, silently rearranging the schedule and sending out the appropriate messages while cradling Rodimus ever closer. If he could have this only for today, he would have it for as long as possible.

"Good," Rodimus breathed, snuggling up against Ultra Magnus. "Thanks, Mags."

Ultra Magnus simply tilted his head and pressed a kiss to the top of the red-orange helm.

For a while, they lay in silence. Ultra Magnus enjoyed the feel of Rodimus' plating under his fingertips as he softly stroked perfect back plating.

Then Rodimus moved, sliding up Ultra Magnus' side somehow until he was laying flat on his stomach on top of him, resting his chin on the back of his hands. Magnus' hands had followed the movement, cradled the narrow waist.

"Why me?" Rodimus said softly.

Ultra Magnus looked back into those mesmerizing optics. "I don't understand."

"Why did you choose me?" his captain elaborated. "You said last night that you cared for me. I can't think of anyone I interact with daily with less reason to care for me than you. So, why me?"

"I don't know that there is a specific reason," Magnus replied. "There was no carefully considered process, no balanced decisions. At one point, I simply looked at you and knew."

Rodimus grinned. "No active choice. That must have driven you mad."

"Why do you think I've been hiding away for the last deca-cycles?" Magnus replied dryly.

"Heh." Rodimus canted his head, resting his cheek against Magnus' plating. "There's one more thing I don't understand."

"Only one?" Magnus teased gently, large hands stroking gently to show there was no ill will behind the words.

Rodimus grinned. "Yes, one thing. Why didn't you just tell me?"

"Because I didn't think you would ever consider me," Ultra Magnus said simply. "I didn't think I was your type."

"There's not a single mech on this ship who knows what my type is," his captain said. Smoothly, he slid higher on Magnus' front until Ultra Magnus could look straight up into his captain's optics. "There's no one here who knows me well enough, except maybe Drift. And I kind of wish you'd have just told me." He leaned down until he was hovering just over Magnus' faceplates. "We've missed out on so much fun."

"Maybe… I could make it up to you?" Ultra Magnus was almost afraid to ventilate at this point. He still couldn't quite believe what his captain was saying.

"I did tell you," Rodimus breathed. "This isn't a one time thing. I plan to make you make it up to me for a very long time."

Ultra Magnus couldn't stop the ecstatic moan that left his vocalizer as their lips met.

Rodimus was exuberant, borderlining inappropriate. The captain almost danced across the deck, hanging off of Blaster's station to hear his report, laughing along with whatever Hound was saying. Even Thunderclash got a cursory grin and what sounded like a lewd joke.

And then he pranced over to Ultra Magnus, jumping up so the larger mech had no choice but to catch him. "Hello, Magnus," Rodimus purred. "I missed you. Can I come by after my shift?"

"Of course," Ultra Magnus replied, leaning his forehead against his captain's. "I'm looking forward to it."

Rodimus grinned and kissed him quickly. "Good. Now get me to your office so we can do the whole work thing. And maybe some more."

"We're on duty," Ultra Magnus chastised gently.

"Oh, I know." Rodimus winked, a naughty glint in his optics. "You're almost done, though. And I'm not reliable anyway."

"You're incorrigible," Ultra Magnus murmured, nuzzling against Rodimus' jawline.

"Yes, I am." Rodimus' golden fingers teased Ultra Magnus' neck cables. "That's part of why you love me."

"Yes," Magnus replied. "Yes, it is."

Rodimus smiled and kissed him again. "I love you too, you know."

"Yes," Magnus said. "Yes, I know."