AN: This was originally a chapter of something else I was working on and scrapped. I liked this little side story, though, and decided to keep it canon to my humanformers AU. It takes place sometime during the earlier episodes of TFP. If you're unfamiliar with my humanformers, you can also read about them in "Midnight Run" and "Failing and Flying." Main thing is: no, they are not Cybertronians turned human. They're just a version of Cybertronians that looks human from the outside.


Breakdown squinted up at the credits as they scrolled along the screen, tapping one finger on the sticky plastic armrest between himself and Knock Out. As the lights in the theater came on, he turned to his friend and saw that he was giving the screen a similar look of consternation.

"The scrap did we just watch?" Breakdown asked as the couple of humans who had shared the theater with them started to get up and leave.

"Wasn't it great?" Knock Out said, his face breaking into a grin as he turned toward Breakdown. "That tire was the voice of a generation."

"It didn't talk," the large mech reminded him.

"It didn't need to," Knock Out insisted. "It was like the little yellow guy in that one movie where the robots enslave all the fat humans at the end."

"I hate that movie, too. At least this one had exploding heads in it."

"You wouldn't know good cinema if it bit you in the aft."

"You're just too young to remember the cinema we had on Cybertron before it was all propaganda."

The younger mech shrugged in agreement to this last point, and then stood up to stretch. Breakdown followed suit, and the two joined the small tide of humans making their way to the exit.

Although he enjoyed the explosion-filled action movies, and humans' ideas of horror films were sometimes the funniest things he'd ever seen, Breakdown didn't care enough about the species to enjoy their stories otherwise. He'd never understood Knock Out's fascination with the artform, nor why his friend insisted on dragging him along to the theaters so often. But he'd learned a long time ago that keeping Knock Out happy was the key to maintaining an uncomplicated life. When Megatron and Starscream had headed out to "inspect the space bridge progress" for a couple of hours, Breakdown had suggested the excursion himself.

"To be honest, I thought that a movie about a sentient tire murdering humans would be right up your alley, but I guess I should have figured in the fact that it was French," Knock Out said as they headed for the parking lot. "I guess you can pick the movie next time."

"The preview for that one looked pretty awesome," Breakdown said, pointing to a poster for The Expendables.

"Oh, yeah. Can't go wrong with Stallone, right?" Knockout agreed.

As they exited the theater, Breakdown caught sight of a group of young men hanging around the front doors. There was a certain vibe about them that made him narrow his eyes in suspicion, and a moment later, his fears were confirmed when a souped up Chevy Corvette with a gleaming purple paint job and silver decals came squealing up to the curb, blue light spilling out from beneath it. Breakdown groaned as he felt a hand grip his arm.

"No," he said, turning to Knock Out. The little mech looked like a kid on Primesday morning.

"Come on, Break!" Knock Out weedled. "That thing's a classic, and I've heard they can get over 1,000hp if the mechanic knows what he's doing. I gotta see it in action!"

"You think those guys look like they know what they're doing?" Breakdown asked, gesturing to the boys.

"Only one way to find out," Knock Out countered.

"No," Breakdown repeated. He put one massive hand around the back of his friend's neck and started steering him away.

"Oh, come on! I haven't been racing since Prime snapped my arm last month," Knock Out whined, shaking him off.

"Yeah, and Megatron will snap more than that if we're not at the ship when he gets back," his partner reminded him. "I'd estimate we've got another hour at the most."

"Half an hour," Knock Out said quickly. "If it goes more than half an hour, we'll just pull out."

Breakdown pursed his lips. He knew that there was no way Knock Out would just turn around and go home in the middle of a race, but the truth was that if the car was as good as Knock Out thought it might be, then he wanted to race it, too. Unlike Knock Out, he was a grounder by design, not choice, and would never have the engine power to hit the kinds of speeds that his friend did. He'd fallen in love with the experience from the first time the sports car had allowed him to ride along for a race, several million years ago.

If they played it right, they could still get back before Megatron noticed them missing. If they didn't… But even if Knock Out didn't pull out in time, Breakdown could always pull him out himself. He would pout about it, but he would pout if Breakdown didn't help him get a race in the first place, anyway.

"Alright," Breakdown said finally, and Knock Out practically started skipping with excitement. "But don't get your hopes up too high. We might not even be able to hook them."

"With a car like that? We'll hook 'em. Now, come on before they get away," Knock Out said, grinning like an idiot as he jogged off around the corner of the building. Breakdown followed.

The side lot had already emptied out, one of many reasons that the two of them preferred late night shows. Knock Out did a quick survey to find a spot close to the building where there was a gap in the security camera coverage before transforming into his alt mode. He popped his driver side door and Breakdown climbed in.

"Oof! We're in an energon shortage, you know," the sports car grunted, as he dipped slightly under the extra weight.

"Well, I'm sorry not all of us have a Seeker's metabolism," Breakdown grumbled in reply.

Knock Out made a sputtering noise in his engine, which was his alt-mode equivalent of a disapproving click of the tongue, and rolled out.

They glided back around the corner and slid to a stop just behind the purple Corvette. Knock Out rolled his windows down and idled his engine while Breakdown leaned back lazily in the seat. It was just a waiting game now.

One of the boys leaning on the purple car looked back appraisingly, and then nudged the boy next to him. A moment later, both of them were sauntering toward the new arrival.

"Nice car, old man," one of them said, leaning down on the passenger window. "How much you drop for a nice set of wheels like this?"

"It's what you drop after you got the wheels that counts, am I right?" Breakdown said, his eyes flicking pointedly to the Corvette.

The kid turned around to his friend with a "do you believe this guy?" kind of smile. "You trying to say you did mods on an Aston Martin?" he wanted to know.

"No car comes off the line perfect," the mech replied.

"So, what you got in there?" the boy scoffed. "Some kinda big block? A hemi?"

"Nah, an experimental thing I built myself. Don't let the cops know, but this guy pulls out over 1,000 hp easy," Breakdown told him. Of course, when he wanted to, Knockout could pull out many times that power, but Breakdown wasn't going to mention that to a bunch of amateur racers.

"Really? Can we see?" the other boy wanted to know.

Breakdown hesitated. He knew that a lot of human racers liked to examine each other's car engines before deciding if it was worth racing, but for a Cybertronian, it was akin to someone asking what you had in your pants before agreeing to a first date. Luckily, he was spared having to answer when the driver of the Corvette climbed out and came back to see what his friends were up to.

Breakdown was relieved to see that he was older than the others. A race was a race, but when the drivers were too young, it cheapened the victory.

"You boys better not be harassing this brother," he said as he and the last of the younger boys came to stand with the others.

"He says he's got a crazy piece in here, Farith. Says it gets just as much horsepower as Natalia," one of the boys said.

The driver looked Knock Out over, and Breakdown nodded to him.

"That's a pretty little car to be sticking such heavy mods in," he said.

"He holds his own," Breakdown told him.

"So, you ever race it?"

"Every now and then."

The human smiled and swiped his thumb across his nose. "That why you pulled up behind me just now?"

"What? You think I'm interested in a scrapyard reject like that?" Breakdown scoffed with a teasing smile of his own.

The boys practically fell over themselves as they howled at the burn. It was an Earth custom that Breakdown had never understood.

"Yo, you gonna let him insult Natalia like that?" one of them demanded, knocking Farith on the shoulder.

The young man nodded at Breakdown. "Let's go," he said.

"What're the stakes?"

"How 'bout entrance to the local circuit?" Farith suggested. "We could use some fresh blood."

This was a pleasant surprise. Breakdown didn't have much human cash on him at the moment, so he would have had to race for slips. In the quite unlikely event that Knock Out lost, it would take more time than he could spare to shake the humans off before they got a bridge.

"You got a good spot near here? I only got about 30 minutes to spare," Breakdown wanted to know.

"Yeah, just follow me. Raoul, al carre." He addressed this last bit to the boy who had knocked his shoulder before. All three of the younger boys headed for the car, laughing and jostling one another. Breakdown and Farith exchanged a final glance before the latter turned back to his own vehicle.

"Nice hook," Knock Out said as the human walked out of hearing range. "Points for getting it done before anyone tried to ding me this time."

"They're a friendly bunch for once," Breakdown replied. "Family operation, I'm guessing."

"How sweet," Knock Out chuckled as they pulled away from the curb.

Farith led them out to the edge of the town where the road started to snake back and forth between thick forest on either side. Breakdown couldn't help feeling a bit claustrophobic with only a tiny patch of sky visible between the trees and hardly any straight patches to get a good view of the road ahead. This was exactly the kind of track that Knock Out liked, though-lots of turns meant lots of drifting and an equal share of surprises. Not to mention, the other racers tended to think they had the game in the bag because they knew the road and he didn't. Nothing like a chance to crush them outright.

They came to a single street light beside a driveway that wound up and disappeared into the trees. The Corvette slowed to a halt and the younger boys climbed out. Knock Out pulled up level and rolled down a window so that Breakdown could lean out.

"This the spot?" the blue-haired mech asked.

"This'll be our finish line; boys would rather see us cross the line than just eat our exhaust back at the start," Farith explained. "We'll go down the road another half-mile."

Breakdown surveyed the terrain carefully as they drove over the next stretch of road—the bit that would be their track. There was a sharp incline not long after the finish line, followed by a long straight bit. He knew that Knock Out would do his best to catch some good air off of that.

"Try not to kill your suspensions this time," he warned.

"Won't even shred a tire," Knock Out promised, but Breakdown knew that the possibility of that was extremely slim.

After several more sharp twists and turns, Farith flipped his car around and came to a stop. Knock Out followed suit, and the two drivers turned to one another.

"What's your name, hermano?" Farith called over.

"People call me Breakdown," the mech replied.

Farith laughed. "If you say so. Take a minute to get ready if you need."

"I'm good when you are," Breakdown told him. He could feel Knock Out buzzing around him with excitement. "Play nice," he muttered.

"Who me?" Knock Out replied, low enough that Farith wouldn't hear. "I'm always nice."

"The three cars you creamed in Utah two months ago would beg to differ."

"Do unto others as they do unto you."

"Okay, let's go," Farith called back, and Breakdown braced himself as Knock Out's engine revved. "Three," the human started. A couple more revs. "Two." Breakdown made sure that his feet were well out of the way of Knock Out's pedals. He'd been scolded one too many times for that in the past. "One!"

The two cars roared into life, the purple Corvette with so much force that its front wheels left the pavement for the first couple yards.

"Oh, YES!" Knock Out hooted, and Breakdown laughed out loud at his friend's excitement. He braced himself against the door as Knock Out opened his throttle a bit wider and sped up to catch the Corvette. The two cars ran neck and neck for a while until they got to the first turn. It was a tight curve, and Knock Out drifted into it hard. Farith made it in first.

"Who is this guy?" Breakdown demanded as the Corvette sped ahead of them once more.

"Always nice to find some competition on this rock," Knock Out agreed. "Let's see what he does with this."

His engine roared a bit more and Breakdown slammed into the back of the seat as they jumped forward.

"Did you just open an extra chamber?" he demanded, rubbing the back of his head.

"This guy can deal with a little out of this world performance, don't you think?" Knock Out laughed.

They hit another curve, and this time the Cybertronians were first. Breakdown leaned hard to keep his weight from disrupting the momentum, but Farith was still close on their bumper. The road came to an incline, and both cars blasted over the top, catching several yards of air before slamming back to the pavement. Breakdown grunted at the impact and then instantly had to lean again as they hit another curve.

This time, when Knock Out hit the drift, Breakdown found himself momentarily staring out the open window directly at Farith. The human caught sight of him sitting there without a hand on the steering wheel, and his eyes went wide before he also hit the drift and the line of sight was broken. Breakdown threw his head back and roared with laughter.

"You shoulda seen his face—" he started when a blast from behind made him turn. Farith was sailing past them now, blue flames jetting from his exhaust.

"Ah, scrap! Nitro boost!?" Knock Out gasped, sounding like all of his wildest dreams had just come true. "We have got to get into whatever racing circle this guy runs in!"

They caught a brief glimpse of the streetlight at the finish, just peeking over the incline, but it was quickly obscured by Farith's tailgate. Knock Out swerved to try and pass him, but the Corvette blocked him, matching his every move. Knock Out started to slow down, creating more distance between himself and the other car.

"Uh… what are you doing?" Breakdown wanted to know.

"Something I've been wanting to try for a while now," came the reply. "We've finally got a perfect setup."

Breakdown looked down at the radio from whence Knock Out's voice was emanating and then back up to the hill. A suspicion crept into the back of his mind, but even Knock Out wasn't that crazy. Or so he thought until Farith reached the base of the incline and Knockout suddenly floored it, opening every cylinder in his engine at once.

"Oh, Primus, NOOOO!" Breakdown howled as they shot forward.

"Oh, YES!"

Farith cleared the hill and a moment later, the Aston Martin crested the top, going so fast that he rocketed straight into the air. Knock Out let out a bark of manic laughter as he sailed over Farith and crashed to the ground feet from their finish line, his passenger screaming with half adrenaline and half terror the whole way. The force of the impact knocked some of the sports car's balance, and he spun wildly across the finish line, coming to a stop in a cloud of tire smoke.

"You alright?" Breakdown asked as Farith came to a stop a little ways past them.

"Ah… good enough," Knock Out said in reply. "You?"

"Never better," the larger mech grunted, but he could feel that his back was going to be complaining about that last jump tomorrow morning.

Farith's front door opened and the human came rushing out, his eyes wide with enthusiasm. "Damn, son!" he exclaimed as he ran toward Knock Out. "Just what you got in this car? A rocket engine?"

The other boys were running toward them now, hooting and hollering as they came.

"Trade secret," Breakdown told him, climbing out as well.

"Yeah? And how bout when you were driving without holding the wheel before?" Farith wanted to know. "That a trade secret, too?"

"Kind of," Breakdown shrugged. "Computerized steering, you know?"

"Hey, are you a Hollywood driver, or something?" one of the boys wanted to know. Breakdown recognized him as the one that Farith had addressed as Raoul earlier. "That was straight outta Fast and Furious!"

"Nah, just a hobbyist. So, about that local circle—"

He was interrupted by a sudden crack that split the night. The humans all hit the ground, and Knockout spun his wheels anxiously. It had sounded an awful lot like a shotgun blast.

"Get in the car!" Farith bellowed at the boys, and they all crawled as fast as they could toward the Corvette.

"Is someone shooting at us?" Breakdown asked the racer, also crouching down. Human guns wouldn't do more than leave bruises on himself and Knock Out, but he took affront at someone shooting at them while he was trying to have a conversation.

"That's old man Harding," Farith explained, also heading for his car. "Lives up the hill. He won't actually shoot us, but he's probably called the cops. If you're interested in racing again, my uncle's got a garage on Hillton Ave. Ask for me there." The young man was speaking through window by the end of this, and the roar of his retreating engine mixed with the sound of another gunshot as he sped away.

"Shall we, then?" Knock Out asked, and Breakdown transformed to his vehicle mode. The two cars shot off in the opposite direction that Farith had gone.

"Well, that was unexpected," Breakdown said after a moment.

"See, aren't you glad I convinced you to do this now? And what'd I tell you? We were done in less than 30 minutes," Knock Out said proudly.

"Good job, Knocks," Breakdown chuckled. "Let's call for that bridge now."