This came from a line in the second part of the second season opener Orion Pax when Arcee and Jack were on Cybertron. This takes place after they return and Optimus is back. I hope you enjoy it. Gregg.

Disclaimer: I don't own, or profit from, these characters or franchise. No copyright infringement is intended.

Jack was having trouble sleeping at night. Images of unimaginable destruction and decay filled his mind whenever he tried to sleep. The mission to Cybertron had been one of great peril, but also a great sacrifice. He had been excited about the idea of going to another planet, but the enormous reality of what the Autobots had lost when Cybertron had gone dark was enough to bring a deep dread into the strongest of minds.

He also knew that Arcee had been suffering. She had been quiet ever since they saved Optimus, and while she was here now, and with him as always, it wasn't the same. It was an eery quiet that surrounded both of them. He needed to talk to her, but he didn't know how. Yet, he had seen what she had seen. The grey haze that draped over Cybertron, leaving everything shrouded in darkness and death. The loud echoes that followed them everywhere. The deep sigh and sadness when they left Cybertron. Sadness for Arcee that once again she was leaving her home, despite the death and decay, and sadness for him for having witnessed the remnants of a once beautiful and proud planet and species.

Jack got out of bed and made his way to the garage where Arcee was in her robot mode sitting with her back against the wall. He had an old, soft easy chair in there for nights like this, or even evenings when they just wanted to talk. Taking a seat, he looked up at his friend.

"You should be getting some sleep," Arcee remarked when Jack took his seat.

"I would be if I could fall asleep without all those images in my head," Jack replied with a sigh.

Arcee darkened her optics, and felt a sense of guilt. "I never wanted you to see my home like that," she told him, echoing what she had told him when they had originally arrived on Cybertron.

"What was Cybertron like when you came online?" Jack asked curiously.

"The war was already a few thousand years old," she told him finally, using the human terms for the passage of time. "But for all the battles and fierceness of both sides, it was still beautiful. Lattice works of bridges and roads, lakes of energon, cities still showcasing the skills of the artisans. The silvers, grays, and blacks mixed with the colors from the lights and energy coursing through her, was what made the planet come alive to the optics."

"Just like the images Ratchet was showing us," Jack recalled. Ratchet had taught the kids a lot about Cybertron and had shown images from space of the planet when it was still lit. Vastly different from Earth, but oddly compelling.

"But images don't show the total beauty of it, Jack," Arcee tried to explain. "You know how we love to ride all out and take on the challenges of the open road?"

Jack smiled. "Yeah," he said wistfully. Just the two of them, the road, and the beauty of the feel of the freedom of it all.

"Imagine the roadways and bridge works on Cybertron in it's glory days and speeding along the twists and turns to find yourself on a straightaway," Arcee said, a look of fond remembrance on her faceplate. "Then you punch it and are the fastest thing on the road. That's what I try to remember, Jack, and what I would have loved to show you. You were thrilled at being on another planet, and I understand that, but when I see my home, I see what is likely the biggest failure in the universe. A species decimates their homeworld and forever leaves a dark, hanging hulk in space as a reminder of what once was. I see Cybertron now and I'm ashamed of what we allowed ourselves become, both Autobots and Decepticons."

"Arcee, the Decepticons started the war and continued it," Jack argued, not liking that she felt ashamed of her home and also her own species. "If you're going to blame anyone, blame Megatron."

"I didn't say it makes any sense, Jack, it's just how I feel having seen the aftermath so up close," she replied. "When we escaped Cybertron there was still a flicker of energy and life holding on, but we knew it was only a matter of a few stellar cycles at most before it went completely dark. This was the first time I saw it fully dark. Now I keep wanting to scream, to destroy something, but most of all I want to keep what happened to Cybertron from happening on Earth. But more than anything, I want to keep you from ever becoming as jaded as I've become, and I never want you to feel the shame I'm trying to accept and move on from."

"Have the others seen what we saw?" Jack asked softly.

Arcee nodded. "I downloaded a copy of my visual logs into the main computer in the control room for Optimus and the others to see," she let him know. "If we had all been human, there wouldn't have been a dry eye in the room."

"Are we ever going to get past this?" Jack wondered aloud.

"We have to, Jack," Arcee told him. "The war is still going, and we are a part of it. I can't do this anymore without you," she told him, trying to make him understand her growing feelings for him, but keeping it vague enough so as not to frighten him. She didn't like this clingy feeling she was experiencing when it came to Jack, but it had been there for a while, and came slamming into her even harder when they were on Cybertron.

"I'll always have your back, Arcee," Jack told her. His chair was next to her and he impulsively put his hand in her much larger one, pleased when she closed her hand around his, though not in any way causing any harm. This may not have been the conversation he had expected, but for some reason he better having had it.

Arcee smiled warmly. She was pretty sure he understood what was happening, and that was more than enough for now. "Go back inside and try to get some sleep, Jack," she told him. "0600 is going to be here soon and we need to head to base. Optimus wants to talk to both of us."

Jack nodded and stood up, moving to the door. He turned his head and gave her a smile. "Good night, Arcee," he told her and then walked into the house closing the door.

Arcee leaned her head back and went back to her thoughts. Her visual logs had shown everyone that Cybertron was lost to them forever. The dull, painful emotional drag of that knowledge had been almost deafening through the silence that permeated the control room as they all watched. It would be a long time before anyone shook the emotions that were now present. But her talk with Jack had helped, and she was sure that it had helped him. She smiled when her sensors told her that he had almost immediately fallen asleep. The cost of war was immense, she knew, but the gains of war, namely the friendship and more of her human partner, was of immeasurable value to her. Maybe the future wasn't so bleak and colorless after all.

A/N: This is a standalone and it was brought about by one line in the episode. I also read the story Memories by Cybertronprincess, and while this is different, it's similar enough I wanted to make mention of that excellent story. I should have a new chapter for The Key posted day after tomorrow. Gregg.