Warnings: This chapter does contain character death I'm so sorry but its necessary to the main characters development :(. I know this kind of ruins the chapter but some people don't like reading it so I wanted to give them fair warning.

Disclaimer: Once again I do not own Transformers.

Bee didn't know how long he had been in the small containment cell but it felt like forever and the only possible pass time he could think of was talking to his new "friend" in the cell next to him. He tried to ignore the Autobot insignia marring Beachcomber's chest plate, tried to ignore the fact that he made an oath to himself not to get involved let alone become "friends" with any transformers wearing either symbols, but he couldn't stop himself from sneaking quick glances at the offending image. Bee also couldn't help but think that maybe, just maybe this was the bot who killed his creators, destroyed his life and left him to fight for himself at such an early age. He knew it sounded ridiculous but he just couldn't stop his CPU from forming this conclusion.

Quickly he reverted his gaze back to Beachcombers face before he noticed the angry glare Bee had been giving the innocent little red picture on his chest.

"So how long have you been in here?" Bee questioned in an attempt to deter his mind from the unwanted direction it had been going. His creator's deaths was a topic he did not like to t about.

"Who knows. The Con's ripped out my internal clock" The Autobot said pointing to a hole in the side of his helm. "I'm sure it's some psychological tactic, primus knows it drives me crazy."

"Oh, so why haven't your allies come for you" Bee said while attempting to keep the anger out of his voice.

For awhile Beachcomber just stared down at the little youngling with a contemplating look in his optics, Bee didn't know why but he could of sworn for a minute he saw sadness flash across the bright blue glowing orbs. Finally he answered with a simple "sometimes we must sacrifice ourselves for the greater good, if the Autobots try to get into this Decepticon stronghold we could end up losing more Bots then we rescue."

Bee was about to retort when the metal doors to the holding room slid open. Light came pouring into the room and once again Bee was exposed to the puddles of processed energon he had been trying to forget about.

While the other prisoners in the small room groaned as their damaged optics attempted to adjust to the sudden change, Bee hesitantly looked toward the now open doors where two large Decepticons stood, one being the 'Con' who had tossed him into this hell hole. Taking a few steps forward the unknown 'Con' scanned the room once before looking at his partner. "Well, get the one you told me about and lets go! It stinks in here!" he growled angrily clearly unhappy about having to enter the disgusting area. "Nasty little vermin" He muttered under his breath before side stepping and allowing the smaller 'Con' to come forward. "Calm down Starscream this will only take a second." he grunted quickly with a hint of barely contained annoyance in his voice. Bee began to shake with uncertainty and started praying to Primus that they weren't here for him, no matter how hard he tried to deny it the truth was that these mechs frightened him.

As the 'Con' designated Starscream stood silently against the side of the open door the other evil looking Mech began to trudge slowly toward the back of the room before turning and facing the cell directly across from him. Bee let out a small sigh that he had not known he'd been holding in and began to feel a guilty relief enter his small body. Relief that they weren't here for him and guilt that he was almost happy the other prisoner was there current target.

Sparing a quick glance toward Beachcomber he was greeted with a very concerned but still very angry faceplate. Slowly Beachcomber's hand came up to his face in a shushing gesture, single digit placed directly in front of metallic lips. Bee didn't need to be told twice and quickly shut down any cooling units he had previously been using to vent some of the dank, potent air around him. No need to draw in unwanted attention.

But then, as if the whole thing was a game, the unnamed 'Con' turned around and gave Bee one of the cruelest smirks he had every witnessed. Jagged metal teeth linked together to form something that belonged in a nightmare but never on a real mechs faceplate and Bee couldn't help but release a gasp at the sudden change of atmosphere. What had been relief soon turned into pure terror.

"Why hello there little one, Megatron has requested your presence" He whispered with glee laced in his gruff metallic voice. The fear Bee held before nearly tripled when the 'Con' spoke and he began to slide himself slowly toward the back of his cage. His prison.

"You slagging son of a glitch!" Beachcomber suddenly yelled out startling Bee and apparently the 'Con' as well. "Just let him go, he has nothing to do with this war! He's only a youngling for primus sakes!"

At this outburst Starscream stepped forward and into the dark room "Such insolence! No one told you to speak Autobot! You should consider yourself lucky that we are not here for you!" He growled, voice practically dripping in anger at the blatant disrespect. But Beachcomber's glare never left the smaller 'Con's' face. Starscream, noticing he was being ignored quickly walked over to Beachcomber's cell door, threw it open and began to beat the much smaller, damaged mech. "You, Autobot, need to learn your place" he said eerily calm for someone who was beating another being.

Bumblebee wasn't sure if he should put his hands over his mouth to smother the gasps that he knew where coming out of his vocalizer or over his audio receptors to help block out the pain filled yelps of his 'friend' and the angry yells of his comrades. He felt weak and powerless as his wide optics took in the sight before him. The Autobot...no Beachcomber tried to save him and all he could do in return was watch him get hit over and over.

"Stop! Please stop!! Bee screamed but nothing changed, it was as if no one could hear him. Bee's optics widened in disbelief as Starscream lifted the smaller 'Bot' and then slammed him into the ground. The sounds of metal and concrete smashing together filling the air but Beachcomber never screamed. Not when his chest plate was pealed off or when his spark was grasped between clawed fingers, not even when his life source was ripped out and his optics lost their beautiful blue hue. All he did was turn his head and look Bee right in the optics before flashing him a small smile as his body became nothing more then and empty shell.

Slowly Starscream stood up while wiping his hand together, turning he looked at Bee then glanced at his almost bored looking partner " I suppose I got a bit carried away." He said while shrugging and closing the now useless cell door behind him.

"Megatron isn't gonna be to happy about this, he told use all not to kill any of the prisoner's until he's finished with em'" The smaller 'Con' said while sliding open the door between him and the little 'Bot'.

"Megatron is fool!" Starscream shrieked "he keeps them alive much to long. Long after they serve their purpose. I just did him a favor, so he should be happy!" Starscream then turned and began to walk out of the small room before glancing over his shoulder "And hurry up with the prisoner YOU have wasted enough time here!"

The smaller 'Con' growled in obvious annoyance at the accusation while entering Bee's small cell. "Let's go" he whispered snatching Bee roughly from the corner he had curled himself into "you've had the appetizer, now it's time for the main course." the wicked, still unnamed Decepticon said holding Bee's little frame once again in his strong non-gentle hand.

As he turned and began walking toward the large metal doors Bee's wide open optic's never left the dead, prone body of what was once his 'friend'. Beachcomber. Autobot Beachcomber, his friend.

Author's Note: The ending was kind of important since in this story Bee tries to ignore that Beachcomber is an Autobot and he always puts quotations around the word friend when referring to his relationship with 'Comber'. At the end though he admits that Beachcomber is an Autobot and comes to terms with the fact that he did like Beachcomber regardless of his faction and that maybe the Autobot's aren't as bad as he originally assumed especially when compared to the Cons. Also the reason Beachcomber doesn't have his visor thingy on is because well I guess they got broken from the torture he received before Bee arrived. Just wanted to make that a little clearer. Constructive criticism is appreciated! Sziasztok!