The Ark

The sun had barely made it to the other side of the sky before trouble started again. The rest, Prowl had found, was rarely silent, even if the Bard himself said so. Instead the sounds of an arrhythmic thudding echoed through the bones of the mountain itself.

Ordinarily, he would have dispatched someone to go find where Sideswipe was taking his frustration out on the volcano's slope, and ask him to move it to the cliffs, or to the desert before he started to collapse some of the Ark's infrastructure. Ordinarily, there would have been a short argument, whereupon names were called, feelings bruised, and someone would have to step in and mediate before it had to be brought to Prime's attention. Not that Sideswipe and Sunstreaker wouldn't listen to reason. Or to Jazz.

But this time...

This time it was different.

Prowl left the spartan quarters where he'd been staring blankly at a page of old Earth literature Jazz had given him to read–

"Found some real neat stuff, Prowl–" Jazz's enthusiasm for Earth's culture was bubbling over again, and once more he was trying to share what new thing he'd discovered. "Poetry— think you might get a kick out o' this Shakespeare fella– he has a real way with words."

"Later perhaps, Jazz. I'm rather busy right now–"

"All right then," The disappointment was only apparent to someone familiar with the white and black mech— and even then, it was as fleeting as a summer breeze. "Later then."

Prowl found himself at the end of the corridor to the outside, where now his audials were picking up yelling, punctuated with the dull thud of a pile driver hitting solid rock.

"...kill them all..."

With the faintest of sighs, Prowl headed towards the source of the disturbance.

"Please stop, you are causing debris showers inside the ark." The quiet calm voice barely penetrated the haze of rage. Instead of being like water on the fire, however, it acted as an accelerant, causing another flare of anger.

Sideswipe spun, still scowling, air intakes gasping as they pulled in a larger quantity of the cooling ox-nit mix that dominated this atmosphere. He carelessly swung a driver-topped arm in the direction of the voice without even thinking about it.

"There are other places where you will not cause–" The voice halted as Prowl stepped out of range. It wasn't necessary. Sunstreaker had already stepped between, and grabbed the arm.

"Stop, bro. Prowl just asked you to move. Like I've been tellin' you that you should." The yellow blur gripped the arm almost too tightly while the drivers automatically retracted in favor of fists.

"Leggo of me, Sunny–" Sideswipe snarled, "Leggo–" The words poured out of his mouth without his conscious control. "He don't care. Jazz is dead and he don't give a damn." Glaring at the reserved tactician, he continued, "He should've called me an' 'Breaker to be there earlier– and we could've been there. Maybe if we had, I could've caught him– we would've been able to save him–"

"Should've, could've would've..." the voice was almost too quiet to hear. The calm undercurrents had been replaced by something that almost sounded like guilt to Sideswipe's enraged mind. "It wouldn't have made a difference." Prowl turned to walk away.

"You've never liked Jazz," The accusation barely made itself heard above his brother's growled 'Shut UP, Sideswipe'. "Never."

The remark hit home. Sideswipe could tell by the way Prowl stopped short, door-wings quivering – and then a slight droop, as they lowered themselves with his shoulders.

"..doubt thou truth to be a liar.." Sideswipe thought he'd imagined them for a moment, "We may have had a rough start, but don't..." he paused, "I do care, Sideswipe." The shoulders squared, and the posture stiffened as Prowl headed back inside the Ark.

A sudden rough shove sent Sideswipe stumbling forward, almost knocking him over.

"Nice job, dumbaft." the sharp as diamond cut steel voice stopped him before he could recover and swing.

"What?" Sideswipe stared at his brother. "What?"

North-Western Protihex:
After the Decepticon Retreat

Casualties had been light; to Autobot forces anyhow. Prowl couldn't say the same about the civilians. They'd arrived too late to stop the Decepticons from acheiving their objective– the destruction of the neutral negotiation facility at the heart of Protihex. Even as Prowl finally caught up with Prime's forward strike group, he could see the death list of the main tower, and plumes of heavy smoke rising from the southeast.

The likelihood of survivors in the center of the city was almost nil.

Unlike his own city, Praxis, most of the bodies that Prowl had seen were unarmed. Artisans, merchants– a few security types, but no soldiers– all taken unawares somewhere in their daily routine. Like Praxis, the invading forces had shown no mercy. The few survivors that Prowl had seen being tended to had been well hidden, most with the same look of shock written in every line of their bodies.

It would take a long time for them to recover.

As always, a bid for power had been involved with the attack, something that Intel had found out about– too little information, too late. Megatron had been denied. Vengeance– retribution would now be forever carved in the lives of the uninvolved, the relatively innocent.

"Keep him talking Sunstreaker, Prime and I will be there as soon as possible."

Prowl pulled into the abandoned crater that had only yesterday been a thriving commerce center, just as Ratchet closed the transmission. Even though it appeared that the Decepticons had fully withdrawn, he let himself hope that the words he'd overheard didn't mean that they'd lost half of the most capable fighters that the Autobots had, even temporarily. He hadn't heard any more reports of fighting though.

Ratchet hastily gathered tools and parts from the work area that he'd set up in the area, while Prowl went directly to Optimus Prime.

"Northeast quadrant is secured, Prime," he reported quietly, "Is Sideswipe down?" Prowl watched the Autobot leader gesture him to take point, as Ratchet made his way to the bomb-twisted road that lead towards the city center.

"Sideswipe found a survivor near the main tower–" Prime took up lead, transforming to push through some of the debris to clear the way for Ratchet and Prowl to roll through. "Alive."

"Doesn't sound as though he's going to make it," Ratchet muttered, adding something rather dark and harsh about the Decepticon attackers in undertones. "But if there's a chance–"

"We know some of what happened," Prime continued, "But if Jazz is from the tower like Sunstreaker and Sideswipe seem to think–"

"Jazz?" Prowl said with some alarm, a long ago memory surfacing.

"It's taken me far too long to find Jazz," the feminine voice told Prowl quietly, "For you to accidentally kill him here."

"Sunstreaker got a name out of him. He didn't want to go in to look for survivors, and now he's insisting that we can't leave." Ratchet snorted.

"Jazz could be a Decepticon plant," Prowl suggested reluctantly. There could be two mechs with the same name– there was always a chance. "We should be cautious."

"The twins don't seem to think so." Prime led them around a crater in the middle of the road. "And you know how they are about Decepticons." Prowl knew. They all knew. And could almost feel sorry for the Decepticons that got in the pair's way. Almost. "But we'll be cautious."

There was no more time for speculation. The broken tower had been growing in his vision, like some terrible growing metal structure. The road was impassable from here– and they all transformed to pick their way through grounds that reminded him somehow of long ago battlefields. Destruction would always have the same cold gray look to it, no matter where it was.

The yellow figure, as dust and scorchmarked as he was, stood out in stark contrast to the blacks and grays of the ruins and bodies around him. A bright sun in the middle of a dusky sky.

To Prowl's surprise he heard a peal of laughter coming from the red warrior kneeling beside a mostly white body that lay among the gray. A flicker of a smile crossed Sunstreaker's normally sober visage, as he nodded at the medic and his escorts.

Ratchet immediately went to the side of the fallen white mech.

White. Not the same color at all. Prowl had just been paranoid for nothing.

Surprisingly, Sideswipe stayed with Ratchet. Neither of the brothers had shown any inclination of wanting to be in the presence of the medic for more than was absolutely necessary before– something had obviously changed.

"Hey, doc." the light voice was colored with strain, weakened by pain. And somewhat familiar.

"Jazz has been havin' trouble staying online." Sunstreaker's voice sounded close to Prowl's audial, "Swipe got him talking– got a few details here and there that might help Ratchet out if he passes out again."

"And a somewhat familiar face will keep him calm" Optimus was nodding on Prowl's other side. "Good idea."

"He's been nothing but calm." Sunstreaker shrugged. "Probably shock or something." Prowl frowned, taking a step away, and trying to get a glimpse beyond Sideswipe's broad red back. "He was even cracking jokes with Sideswipe for a bit."

"Something wrong, Prowl?" Prime's gaze was on him, as he finally saw the mech beside Sideswipe.

Amber-gold optics focused on the red mech crouching beside him, features marred by a long slice down the side of his face running from temple to jaw, and yet... Prowl instantly recognized the set of suppressed fear in it. The slight narrowing of the optics. The jaw clenching– the little signs that he'd recognized the last time he'd seen this mech.

Paint could be changed easily.

"He's not calm," Prowl said softly, suddenly aware of the dark glare that he was getting from Sunstreaker. "He's terrified. Have you checked the area for Decepticon snipers... explosives?"

"Prowl, there's no one left alive in this area except us and Jazz." The gold scowl was seconded by the sudden turning of the red warrior to stare at the tactician.

"Is there some reason that you think this might be a trap?" Prime's concern was showing as he stepped beside Prowl. "Some reason that we shouldn't trust him?"

"...I ain't a Decepticon." ...Golden optics gave him a pained look. ... "I'm... jus'– tryin' t'go home."

"I've seen him before." Prowl nodded once. "And he was with the Decepticons."

"He's the minister's top aide." Sunstreaker let out a string of curses. "And you'd be afraid too if Megatron shot you, everyone you knew, and then threw you out a window."

"So you believe he's a Decepticon plant?" Prime asked.

The raised voices had caught Jazz's attention. As Prowl watched, the curious gold focused on him for a moment. A brief puzzled expression formed itself on the face, before the optics darkened and shuttered. Ratchet cursed softly.

"Need to get him back to Iacon." the medic rumbled, "There's nothing more I can do here." He joined the others in giving Prowl a hard look. "Jazz is as stable as I can get him for the time being– but I will have to get to work soon if I'm going to be able to save him."

One more time, Prowl looked around the area. No mysterious voices, no snipers, no look of guilt from the unconscious mech. Maybe he was wrong.

"Load him in." Prime had already transformed and opened his cargo door.

Prowl's concerns had been overridden. They were going to save Jazz after all.

Prowl could feel the heated glares on his back the entire way back to Iacon.

The Ark

"Prowl?"

The sudden hint of uncertainty in the voice almost startled him as much as the echo in the empty room itself. How long had he been sitting in the darkened quarters, illuminated only by the data-reader on the desk?

An hour?

Two?

"Prowl? Are you . . .all right?"

Jazz was dead. There would be no more 'later'. No one to bound into a room to show him something that might interest him, or that might be considered beautiful.

In Jazz's surprisingly tidy quarters, Prowl had found the data-reader waiting silently, as though its owner had merely set it side for a moment, and would return at any time. Almost unwillingly, Prowl had turned the screen on to see what the special ops officer had been reading before he'd been lured to his death.

Shakespeare.

Somehow it didn't surprise Prowl.

"Prowl?" A large hand settled on his shoulder.

He finally looked up at the only being who'd dared to disturb the silence of this lonesome room with his presence.

"Are you all right?" The persistent question came again. No way to avoid it.

Prowl considered the query for another beat– as long as it would take for a human heart. Physically he hadn't been harmed as badly as others. Minor repairs had been finished hours ago, and even now his systems were optimizing.

"I'm fine."

"It's always hard to loose a friend," The hand dropped away. "It will hurt less in time." Prime waited a moment, as though expecting a response.

"I understand." Prowl answered. He hadn't intended on making friends. When was it... what moment had he stopped avoiding friendship and emotional attachments? When exactly had the lives of this crew, and some in particular become so fundamentally important to him? "I just don't want to forget."

"You won't. We won't."

Prowl's gaze fell back on the data-reader, the phrases that he had been re-reading for the last hours. And again, they echoed in his mind.

...To die. To sleep. To sleep perchance to dream...
For in that sleep of death what dreams may come
When we have shuffled off of this mortal coil...

Only good dreams, Jazz. Prowl fervently wished. Only the best.

In the Skies

It was, he reflected, like one of those nightmares that you had, where you were falling into an endless black void, wind rushing by, as you knew you were coming closer and closer to the bottom. Except that if it were a dream, now would be a good time to wake up. But this was no dream, and with the continual rush of unfamiliar sensations against his wings (wings?)... Recoil hadn't a clue what to do.

"Transform, you moron." Fleetwind's mild voice with an unaccustomed insult sounded just above his left flank. "Use your wings, if you aren't going to use your anti-gravs."

But I don't have–

Another unfamiliar twinge as the thought of anti-gravs entered his mind, and his fall started to slow.

"About time." The soft voice grumbled– still close by– but above. He listened carefully for the sound of the other's engine purring neatly in the air over his head. And the other– the soft whisper of a silky cloud brushing against cool metal. She had followed the descent as well.

"Very good." Arachnae's soft and sibilant voice tickled against his audials like the soft hush of driving through a puddle in the middle of a rainstorm. He frowned at the thought, which seemed so much more right than skimming the clouds, as they were doing now.

Moisture kissed his leg, as he drifted through the cloud, still trying to chase down the thought.

"What are you thinking?" he listened as the owner of the whispersoft voice glided to a halt beside him, hovering there. The slight hum in his legs had a soft musical tone to it– but he could hear the harmony in the pair flanking him.

"That I'm glad t'not be fallin' anymore." Recoil replied, giving a grin to the pair. "Guess... I'm a li'l rusty."

"Anyone would be after what you've been through." The voice purred, echoing oddly as Arachnae seemed to turn her head away from his audial. Almost as though she were looking towards Fleetwind.

... Who was staying almost studiously quiet. A slight sub-vocal crackle, as though he'd been about to say something– but decided not to. Like someone'd given him a 'shut up' glare.

"Kinda strange though." He added in the silence of the slight disharmony caused by his own anti-gravs. "Almost feels... " He stopped, letting that puzzled expression run across his face as he attempted to figure out what exactly had stopped him. "Feels like m' wings ain't really... a part of me."

Silence. The thought that had plagued him since he'd awakened was finally expressed. And... had apparently stunned his companions.

The sound of metal flexing from one side, and a soft snort from the other.

"Really, my dear?" Air moving against metal skin, softly. "You should have told me..."

A taloned finger brushed softly against his wing.

Fleetwind had been wondering how he'd managed to get himself in so deep.

How exactly had Arachnae managed to rope him into her plans? He was usually so good at staying out of these drawn out, intricately planned revenge schemes that his superiors insisted on. He would've preferred to just kill the Autobots, and get it over with.

Instead, Fleetwind was helping to teach this… abomination to fly.

A motion from the female as the dark one confessed that he didn't really feel comfortable with his wings made the sky-born flier open his optics wide; disbelief sent a voltage spike through his system, causing the red lights of his visual sensors to flicker. As he watched, Arachnae brush her talon against the other's wing again. He was about to voice his shock when another glare from the female silenced him. Did she know – surely she knew! She had studied the systems of their kind so extensively; there was no way she couldn't know just how… sensitive the wings were.

Fleetwind crossed his arms and glowered as she continued to stroke the black seeker's wing. The ground-built stiffened and emitted a brief, uncontrolled hiss, an electronic gasp that doesn't call for air, before he could shut off his vocalizer. This was obviously a sensation he wasn't used to. I suppose wings would be a lot more sensitive then mere doors, mused the true-built. But he still couldn't see the purpose. This particular battle would be over far more quickly if it weren't for the persistent and annoying quest for revenge.

And he couldn't even see the purpose of this! If there's some sort of hope that she'll get to watch as the other's own friends shoot him out of the sky, why worry so much about getting him acclimated now? And if she allowed Fleetwind to just kill him now, they wouldn't have to worry about his allies finding out and returning him to his own form…

…where he'll now know what he's missing. Where he'll know what he's done. He may not remember anything, but a part of him knows he's not in his natural body. That much is clear. But every experience leaves its imprint, and even if he's returned to his natural form, part of him will always remember what it was like to taste the sky. And if he never remembers, and stays in this body, he'll still not be able to shake the feeling of having once been a – igh – dirt kisser. For the rest of his existence, he will never fully be comfortable in his own shell. The true-built smiled cruelly. Actually, put that way, Fleetwind really could see the appeal of this whole affair.

He flew down closer to the other two and shared a smile with the initiator of the whole affair, approaching the new flier from behind. "We'll make sure they feel like a proper part of you soon enough," Fleetwind murmured, his tone lower and more beguiling than before as it battled with the rumble-purr of his engines to be heard. He raised one hand and brought his finger to the hinge where steering-flap meets wing. She may have studied their kind extensively, but he knew all the sweetest spots from several million years of living as one, and that hinge, that joint… that was the most sensitive spot on the already sensitive wings. His smile got wider as he ran a light gray finger lightly along the seam. He looked up again at the female, letting her know by the expression of his face that he was now more then willing to help in… whatever way was called for. Perhaps this would be fun after all…

"Shouldn't... " Recoil managed to say between the maddening touches, "Shouldn't we be flying?" The idea of falling in the darkness again suddenly seemed a definite possibility as the other began to trail a lazy finger along the seam on the other wing. It was sending a balance-destroying shiver through the network of sensors, already overcompensating for the one lacking. If he'd been standing on the ground, he'd have fallen over.

"We are flying," the female purred, letting her talon lightly scrape against the leading edge.

The soft grate of metal against metal made him shudder again, the engine of the second purred softly at his side as a position was changed. In front of him now. The sound of intakes, the scent of paint or polish– and Recoil reached for it, touching the face with one cupped hand. Exploring the contours with a delicate touch, even as the first continued to trail talons along surprisingly sensitive spots along the wings.

Fleetwind's face wrinkled in momentary surprise under his touch.

Uncertainty made him pause, fingers still gently tracing along the edge of a jawline, though... somehow Recoil was just as certain that he'd rarely ever hesitated in his life.

"No," the wingmate said, a smile tightening the metal skin beneath his fingers, "He's right. We're only hovering..." the soft sound of wind brushing against metal, and the soft sigh of hydraulics and fingers snaked through his own, pulling one set of curious probes away from the face, "We should be soaring."

"Yes..." A soft chuckle from behind, and the Arachnae stopped the sweet careful assault on the sensors along his wings. "We should continue the lesson."

A soft sigh of regret at the cessation of the touch, and Recoil allowed the other to pull him along through the soft sky- moisture that beaded on his face, and quickly evaporated at the heat of metal skin. Familiar unfamiliar feelings told him they were banking upwards, ignoring the local gravity as they went through the clouds at a steady pace.

The soft humming purr of engines was a reminder that they were three, not one, in the neverending darkness.

How could he have ever forgotten this... joy? This freedom that flight brought to him?

The wondering smile slipped its way back onto Recoil's face, and as they broke free of the cloud, the clear warmth of the sun on his wings he said as much. Freedom. Joy.

"Transform," Arachnae suggested, in amused whispery tones, "Transform and we will soar higher so you will never forget again."

Fleetwind's fingers left his, and the soft breeze of air being displaced from before and behind told him that his companions had just done so. An odd sense of momentary panic, as though he were bending in the wrong directions– and then instinct took over. He felt the shift from one form to the other as though he'd been doing it all of his life.

A short burst of delight, laughter pealed from him, and he dismissed the odd thought.

"Let's fly!"