The only thing that pierces the darkness are those bright yellow optics. They are both intact, just like they were before MECH, before Megatron, before her.

Before both their lives went to the Pits.

Those golden optics, though, shoot through the suffocating darkness and directly toward him. Directly into his spark - his aching, mourning spark. His eyes adjust to the pitch black of his surroundings and he makes out his shape, that familiar hulking frame, with its large, firm hands, and broad shoulder struts. Yes, even in this abysmal darkness, he can see every inch of him.

Oh, how he yearns to touch him again. He tries, reaching out his servo, willing with all the strength he has for his friend to reach back, take him in his huge, protective arms like he once did, to make all this torment finally cease.

But Breakdown does not take Knock Out's hand.

Instead, those optics - those beautiful, wonderful optics - narrow and glare at him with a deep, burning hatred.

Breakdown speaks, although his mouth does not move. "Why didn't you save me?"

The question feels like a punch to the gut. Knock Out wants to answer, tries to, but his throat feels as though it has been welded shut. Nothing comes out but a small burst of static. The massive form of his friend speaks again. "You could have helped me. You didn't."

The deafening sound of whirring drills and buzz saws fills the air around them. On extendable arms, they slither from the shadows and somehow wrap themselves around Breakdown's massive frame. Knock Out watches as his friend struggles against the machines binding him, the blades and drills edging ever so closer to his body, the thick metal of his chassis, like starving animal moving in on fallen prey.

No. No, they won't hurt him this time. Fighting back the sea of nausea that nearly drowns him, he takes a labored step forward, another, and another. He will save him this time. There is no Starscream or Megatron to tell him he can't. This time, he won't let his friend suffer.

Suddenly, one of the arms frees itself from the larger mech, and shoots out to wrap itself around Knock Out's waist. Two more follow it, taking his arms and lifting him up. He tries to squirm free, but that only makes the wretched things tighten, and pain shoots up through him like a shot of electricity.

There is nothing he can do but watch as the human devices claw and scrap and maim Breakdown's body. As one of the drills makes its way towards one of the larger mech's optic, Knock Out turns his head, shuttering his own optics. His tanks roll, threatening to purge, when he hears the shattering glass and the grinding metal.

The agonized bellow of his helpless friend.

Please, dear Primus, he silently prays. Please make it stop.

And suddenly, it does.

Cracking open one optic, he peeks. His friend hangs there, totally motionless, precious energon blood leaking from all over, but mostly from the mangled socket where his eye used to be. Panic washes over Knock Out like a tidal wave, and he starts thrashing again, desperate to break these cursed metal bonds and come through for Breakdown. Finally save him.

But his thrashing is cut short by another metal arm shooting out of the darkness, clasping itself around the his throat and clamping down hard. He gags as fuel lines are crushed, soft metal is torn. His struggles grow weaker, until all he can do is weakly kick is legs, the only things free from the bonds.

A throaty laugh echoes in the void around them. Behind Breakdown's limp body, Knock Out can see a figure looming, staring down at them like insignificant insects. As the shape comes into view, Knock Out recognizes the face - it's her.

Rage boils in Knock Out's spark and spreads through his systems like a short of potent energon. His thrashing begins anew; he ignores the claw digging into his throat and the metal rods pulling hard on his arms, threatening to yank them from their sockets. She will pay for this. He will make sure she pays with her spark.

She, however, seems to find his attempts at escape amusing. She says nothing, merely smiles at his plight, showing off her demonic pointed teeth. From the abyss from which she came, more metal arms, this time with her sharp claws attached to them, shoot out and wrap themselves around Breakdown.

Helpless, wounded, his fury and concern the only thing keeping him fully conscious for the ordeal, Knock Out can only emit an terrified scream as her claws tighten around his friend's body, severing the once proud, massive frame into bloodied pieces.

"You could have saved me. You didn't"

0000

Someone was shaking him. A firm voice called his name.

The pain was gone. He no longer felt those horrible metal arms around him, crushing him, squeezing out his spark. All that remained was the fury and the panic.

With a startled gasp, Knock Out opened his optics with an audible snap. He sat up, did a quick survey of his surroundings - the med bay. He found himself seated in a chair, his head having been laying against the massive berth that had once housed the battered body of Lord Megatron himself. He knew this place, and it harbored nothing to fear.

It had all been nothing more than a dream. A terrible, horrific nightmare of a dream, but a dream nonetheless.

With a small sigh, he turned to whoever had been shaking him. He was shocked when his optics locked with Dreadwing's.

He realized that he had been expecting to see Breakdown, and his spark lurched. He found he had a strong urge to scream. He wanted to throw anything that wasn't bolted to the floor at this intruder. He wanted to shout and carry on and cry until he had nothing left but dry, heaving sobs. How dare Dreadwing come here and make him think, for one brief, hopeful moment, that Breakdown wasn't dead, but alive and well, in one piece, and grinning like the great idiot he was.

He did none of those things though. Instead, he merely blinked and said, "What are you doing here?"

The jet regarded the medic thoughtfully for a moment and replied, "I was passing by. I thought I heard you talking to someone, so I decided to investigate. I found you here, talking in your recharge."

"Oh," was the only reply Knock Out could think to make. He suddenly felt very uncomfortable, and broke eye contact. He rose from his chair, but did not walk away. He couldn't; Dreadwing blocked his only exit into the open space of the med bay. He felt so light-headed all of a sudden that he doubt his legs could support his steps anyway. Instead, he simply stood there, staring at the berth in front of him, noticing how his fists were slowly clenching and unclenching themselves.

Dreadwing had been the one to tell him.

It had been almost three earthling days since the whole ordeal had happened. Naturally, the tiny fact that his partner was now dead, horribly dismembered by that crazed spider-femme, was not something Lord Megatron had thought was an important detail. In fact, he ventured that he never would have found out were it not for the blue jet now standing before him.

He would probably remember that day - the worst day of his life - until the day his spark gave out.

000

3 Earth days ago

He had been in the med bay, blissfully unaware that anything at all had gone wrong. Sure, he could count the reasons to trust Airachnid on one digit (and that reason was "because Megatron said so"), but Breakdown was a big mech. He could take care of himself, even if Dreadwing hadn't been with him.

This thought pattern had continued even when the med bay doors swished open several hours later. He'd been turned around, working on…something - he couldn't remember, it all seemed like a lifetime ago - and said, jokingly, "Okay, big guy, how much spider blood am I gonna have to clean off you?"

With a smirk, he'd turned, but instead of the sight of his friend, there had been Dreadwing. In the short time the jet had been on the Nemesis, Knock Out had probably spoken one complete sentence to him. The mech kept mostly to himself and rarely addressed anyone outside of Megatron in more than the bare minimum of words. It was strange to see him here now. As his smirk dropped, Knock out asked, "What's up? Don't tell me spider-psycho managed to land a hit on you. Thought you were made of tougher stuff than that."

The mech before him had not answered right away, instead staring intently at the smaller red mech with his piercing crimson optics. They made Knock Out incredibly uneasy. "Um, hello? Did you just come in here to stare at me? If so, I appreciate the forwardness." Again, he received nothing in the way of a reply. In one last ditch effort to get the lieutenant talking, Knock Out said casually, "So, where's Breakdown?"

Now that had gotten Dreadwing's attention. He spoke, slowly and with purpose. "It is my greatest displeasure," he paused to cycle his intakes, "to inform you that your partner is…no longer with us."

Whatever Knock Out had been holding slipped from his suddenly numb fingers and hit the floor with a loud clang. He couldn't have just heard Dreadwing right. There was no possible way that he'd just been told his partner, his best friend, the only friend he had left was dead.

The larger mech had taken Knock Out's silence as a cue to continue. "Airachnid angered him, and he engaged her in combat. I…attempted to assist him, stop him before…something happened, but I was detained. I heard him…" he'd trailed off, intakes drawing in more air. Knock Out wondered what word he was trying to get out. Scream? Yell for help, for someone, anyone to come save him? But he would never figure it out; Dreadwing left the sentence unfinished and continued, "I tried to reach his comm link, but I did not receive a response. His energy signal had gone offline."

No, this was all so horribly wrong.

Without a word, Knock Out had pushed past Dreadwing and walked out of the med bay. He'd felt sick, like he was going to purge any klik. He must have broken out into a run, because he was at the door to his quarters in the blink of an eye. He frantically punched in the security code and lurched in once the door was open far enough for him to slip by in their quarters.

No, they were his quarters now. Just his.

Breakdown was dead.

Knock Out was never going to see him again.

The awful truth knocked all the sense clean from him, and in the darkness of his empty, all-too-quiet quarters, he'd fallen to his knees and wept like a motherless sparkling.

000

"Knock Out?"

The medic blinked a few times before remembered what was going on. He was still standing stock-still at the edge of a medical berth in the med bay, Dreadwing standing over him, having just woken him from a nightmare. How long had he just been standing there, he wondered. It'd felt like hours.

Slowly, he lifted his head to meet Dreadwing's eyes again. Could Knock Out be going crazy, or was that genuine concern etched into the large Decepticon's faceplates? "Are you alright," the jet asked quietly. So quietly, in fact, that Knock Out was scarcely sure he'd actually heard it.

Questions of the jet's intentions tumbled around in Knock Out's processor. What was Dreadwing playing? Why was he acting so concerned? Or was he even acting? Perhaps the medic had been correct when he'd seen the look of caring worry on the larger 'Con's face.

The whole awkward situation was making Knock Out's head ache. "I'm fine," he snapped. At this point, he was willing to say anything to get Dreadwing to leave. Once he had some peace, he could take care of this dull pain that pulsed just behind his optics. "I've just…it's been a long day, and I…I'm just worn out, alright?"

The other mech arched an eyebrow, but did not say anything. Dear Primus, Knock Out wished he would just speak. Did everything have to be so dramatic and drawn-out with this fragger? Fed up with just staring up at the intruder in his med bay, Knock Out swore under his breath and pushed past Dreadwing, only making it a few steps past him when the jet finally spoke.

"Yes," he said slowly, thoughtfully, "I did notice you spent the majority of the day here. In fact, I've been noticing you spend a lot of your time in here now." Knock Out felt Dreadwing's eyes on him, waiting to see his reaction. Knock Out tried his best not to give him one, steeling his shoulder struts against the calculating stare, giving the lieutenant a great view of his back.

"When was the last time you refueled?" Really? Really? This was starting to get ridiculous. He barely knew Dreadwing, and yet the lieutenant invading his privacy and coddling him like a sparkling.

With a huff of indignation, Knock Out spun on his heel to face Dreadwing, and spat, "What are you, my nursemaid? What business is it of yours when I last refueled?"

"Because I am your commanding officer, in case you've forgotten." The larger mech's voice had taken on an authoritative growl, and it tinged Knock Out's annoyance with unease. "I have been keeping an optic on you, Knock Out. I happen to know for a fact that you have not refueled in the past two solar cycles." With these words, he opened his subspace, reached in, and pulled out a glowing cube of energon. At the sight of the ration, Knock Out's tank involuntarily and painfully clenched. Could it really have been two days since his last refueling. He couldn't quite recall. The last few days seemed to be running together in his memory banks.

"Come to think of it," Dreadwing said, his tone softening until it was almost casual, "I don't believe I have seen you leave this med bay for anything in the past few days. Not even when your shift is over."

Knock Out's spark skipped a beat. He turned away from the larger Decepticon again, this time walking over to his workbench, picking up two tools at random. Maybe if he appeared busy, Dreading would leave. "Well, it's just…" he began, noticing with growing embarrassment how much his voice shook. He cleared his throat loudly, attempting to steady himself. "It's just that I've had so much to do recently. Haven't really had time for much else, not even refueling. And I've been recharging in here, since I'm usually too tired to go back to my quarters."

It was a lie, and a dreadfully bad one at that. The truth of the matter was that he wasn't recharging in his quarters because he couldn't. That first night, after he'd cried until he had no more tears left to shed, he'd been unable to stand being alone in that room. It felt claustrophobic, like the walls were closing in on him. Recharging there had proved impossible. He couldn't stand awakening from an already fitful sleep, only to be greeted by Breakdown's empty berth, the fact that he wasn't there, exactly where he should be.

In desperation, he'd fled his quarters and wound up at the med bay. He'd been there ever since, trying to occupy his mind with any and every task he could find to perform, giving even menial labors his utmost care and precision. Anything was better than letting his mind wander, letting him know that he would never again share this space with that big blue galoot.

Behind him, he heard Dreadwing sigh, heard him set the energon cube on the end of the medical berth. "Knock Out," he said quietly. "I want you to know that I am truly sorry for the loss of your partner."

Forget skipping a beat, that statement made Knock Out's spark do a fragging flip.

"I feel…very responsible for what happened to him. He was under my supervision. I should have kept his temper in check. If I had, maybe…"

Knock Out set down the tools in his hands and turned to face Dreadwing. "Oh, stop that," he chided softly. "There's no reason for you to apologize for something you had no control over." He dug the sharp claws of his digits into the metal surface of his workbench. He could feel the metal curl beneath them. "Besides," he muttered darkly, casting his gaze downwards, "it's Airachnid who's going to be sorry when I get my hands on her."

Suddenly, he felt hands come to rest on his shoulders, squeezing them a bit. It was Dreadwing (how in the name of the Allspark had he gotten over there so quickly and quietly). "Knock Out, look at me." With a dangerous glare, the medic obeyed. Dreadwing paid it no heed as he said, "I need you to promise me that you will not go after her."

All Knock Out could see was a flash of red. An all-too familiar rage boiled inside him, racing through his limbs, his processor, his spark. His balled his hands into fists and, with as much venom as he could muster, shouted, "Who are you to lecture me about vengeance? Isn't that the entire reason you even came to this mudball? To slag every Autobot in sight because they killed your idiotic brother?"

Dreadwing didn't even flinch at the awful words, only shouted back, "There is a distinct difference! I am not going after someone who would rip out my spark as soon as look at me! If you go after Airachnid now, she will not hesitate to kill you. She will use your pain against you, and then all of this anger you feel and torment you're going through will amount to absolutely nothing!"

Knock Out almost seemed to deflate. His shoulder struts, still clutched by Dreadwing's hands, slumped, as if a tremendous weight had been put upon them. His hateful stare had disappeared, replaced by a visage that looked like it had been through the Pits and back. "I'm sorry," Knock Out spoke in a whisper, so small and defeated sounding that Dreadwing had to turn his audials up to catch it. "That was a terrible thing for me to say."

Dreadwing did not reply, only gave his shoulder a reassuring squeeze.

"I promised myself after the first time that I would never let it happen again," Knock Out suddenly blurted. Dreadwing did not interrupt to ask what the "first time" was. He knew precisely what the medic referred to, and kept silent. "When those humans took him, tortured him…I could have saved him then, but I didn't. I was too cowed by Starscream and too afraid of Megatron to disobey. It was only through dumb luck that he managed to get back here in relatively one piece. Even if it did cost him his optic."

Dreadwing felt Knock Out begin to shake violently. Static had begun seeping into the medic's voice as he confided in the lieutenant. "I told myself, 'never again'. I was never going to let him go through something like that again. And if he did, I swore I'd be there to help him. But I wasn't…when he needed me the most…I wasn't there…"

The last of his words were swallowed up by a choked sob. Two fat streams of coolant tears tracing their way down his face, dripping off his chin. Taking his hands from the medic's shoulder, Dreadwing gently wiped away the tears with his thumbs, and shushed him softly.

It was like someone had opened a floodgate.

With a spark-breaking wail, Knock Out buried his face in his hands and leaned into Dreadwing, his helm resting against the older 'Con's chassis. He let his full weight lean against the jet; his legs no longer felt like they were stable enough to support him.

Without hesitation, Dreadwing wrapped his arms around Knock Out, holding him tightly, even as he sank to his knees with a soft clank, the combined, crushing weight of his pain, exhaustion, hunger, and grief slamming into him like a blast from Megatron's fusion cannon. He began to rock them back and forth, like a creator to a sparkling, whispering nonsensical reassurances, as the medic continued to keen miserably in his comforting embrace.

Several minutes passed before silence settled over the med bay once more. Tears and sobs had subsided, and Knock Out now just quivered like a tiny, frightened mammal. Since the energon cube he'd brought for the medic was now out of reach, Dreadwing reached into a different subspace compartment and pulled out another. He always kept a spare on him in case of emergencies. This seemed to qualify as much as any hard-fought battle.

He turned Knock Out's body onto the floor, and got a good look at the medic's exhausted face. His optics worried him the most - they dimly flickered, like candles about to be blow out in a powerful windstorm. He brought the cube to Knock Out's mouth, commanded him to drink. He was obeyed, however slowly and labored. When a little more than half the cube was gone, Knock Out stopped and let his head lull to the side, against Dreadwing's chassis. The lieutenant forced the cube back to Knock Out's lips and tipped the contents down his throat. "All of it," he gently demanded. Again, he was obeyed, and soon the cube was drained.

Dispersing the cube's field, Dreadwing hitched his arms under the medic's legs and back, lifting him off the floor, carrying him over to the empty medical berth, and gently setting him down. He picked up the cube he'd left on the edge and replaced it in his subspace. Knock Out needed it desperately, but he looked as if he might not be able to stay awake long enough to get it all down. "Rest now," he said.

"Why?" It was weak, but Dreadwing heard it. And he knew Knock Out wasn't questioning why he needed to rest. He wanted to know what had brought about this unfamiliar, tender care.

Dreadwing replied quietly, "Because I know of your pain; I have felt a similar ache myself. Because I had stood at the edge of the very same abyss as you do now, with no one to keep me from falling in. And because you deserve to live to reap your vengeance."

Despite the dimness, Dreadwing could see the unadulterated hope that suddenly sparked in the medic's optic. "You will have your revenge, Knock Out, make no mistake about that," he said, his tone a strange mixture of a snarl and a purr. "But only when the perfect opportunity arises. Only when your strength has returned and your hand is driven by the dark forces of your rage." Dreadwing placed a large hand on the smooth white faceplate, cupped it, stroked it with his thumb, a gesture meant to provide genuine comfort. "Only then will you take her treacherous spark."

The medic gave a small sigh and a contented half-smile, leaning into the warmth of the hand on his cheek. His optics were partially shuddered, recharge imminent, as he asked, "Will you stay?"

Dreadwing nodded slowly, deliberately. "I will."

He clasped Knock Out's much smaller, clawed hand as the medic slipped into the first peaceful recharge he'd had in days.