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Those lips of her were on his own and what did he do? He didn't respond. He just disappeared. He may of not of known what to say, but he should have responded more. He knew he was taken completely by surprise. It felt good. Felt electric the second she did that, but he left like a coward. He berated himself on his off hours. Berated himself when she was standing beside Kup as she was speaking about what was happening with the protocols with the E.D.C. They spoke on their off hours, but it wasn't quite the same as before. He should of just wrapped her up in his arms and let her know exactly how she made him feel. No but duty and how she needed medical attention took precedence over him kissing.

Also he was a coward. He can admit to it.

He was sure Cyclonus never faltered when he kissed her. He hardly ever did.

Oh those lips on his holoforms lips. What would they feel like on his actual lip component? He thought as he read something coming in through his data pad. It was just work, but the more he looked at the wording it looked like his screw up.


For Marissa, she found herself where Cyclonus often took refuge. She hadn't seen him since that day, so she wondered something as she landed her ship near his cave. Getting out, she wandered inside to find it empty. Figured that the only time she came here willingly he isn't here. Turning around, she caught him staring at her from the mouth of the cave in an amused look. "Sorry to barge in."

"That's fine. What are you doing here?" He asked cordially.

"Do you spend any length of time with Galvatron or is that only for missions?" She wondered suddenly.

"I spend time with them. I am close by so if they need me I am there. Other than that, I'm not fan off a lot of people around. I enjoy my privacy." He replied as he stepped forward. "So what are you doing here?"

"I kissed him and he didn't kiss me back. I don't know why I wanted to tell you, but I did so I should leave now." Marissa said in a rushed way as she started stepping towards him to make to her ship.

Stopping her in her tracks, he gently placed her in his hand as he deposited her on his berth. "He's a fool. Don't defend him, but he is." He stated as his holoform appeared beside her. "Me on the other hand, is not."

"Yes, but you are a Decepticon, so you are a fool yourself." She countered.

"Oh but that is a different type of fool, my dear." Seeing how she never backed away from him, he gently took her hand.

She didn't know if she should pursue this or not. She was rejected and someone else is offering himself to her. Albeit he is a criminal, but in truth, she enjoyed speaking to him. "Still a fool."

Placing her against him, he kissed her slowly enjoying the sensation her lips always caused him. He had a feeling she would never sleep with him, so he had to think of something else. Feeling her respond to his kiss, he did feel emboldened as he lowered her to his berth to lay beside her. Holding her. Sampling her. "Am I still a fool?" He whispered.

"No, but I think I am." She answered as she wrapped her arms around him, pressing herself against him. In truth the kiss felt pretty good that was until he separated from her.

"I can't do this any more unless you aren't just doing this simply because he rejected you."

Marissa stared at him not knowing what to say until one word creeped in. "Tease." Before she jumped off his berth to storm off to her ship.

"Not a tease, Marissa, just want you sure of what you want before anything can be pursued." Cyclonus said logically.

Pausing, her shoulders sagged. "I understand." What more can she say? It was kinda nice of him not taking advantage of her vulnerability.

Going to Autobot city she asked where Magnus was when they informed her he drove off to the lake possibly since that seems to be a place he likes to hang out lately. Giving her thanks there, she headed there just halting her vehicle near the entrance of the lake itself. No one wanted to drive in there to disturb the natural beauty of the place, so even the guys would transform out of their alt modes to walk in. Stepping out of her car, she walked quietly in swearing she can hear something like heavy venting. Concerned, she went in further and stopped before ducking around the corner to observe what was in front of her.

Ultra Magnus was sitting against a large boulder alone, but his helm would occasionally tip back. Noticing his arm moving, she wondered what he was doing for a second until her eyes widened. There were times he would move his arm fast, then he would slow it down making his helm tip back further allowing a groan to follow before he went fast again. Marissa should of left to allow him privacy, but she was glued. She wished she could see more as she quickly glanced above her to see if she can get up there and still remain unnoticed. Shaking her head at the deviant thought. A thought that was so delicious, she just enjoyed the sounds he made.

So Magnus is alive below the waist. Who was he thinking about to get himself so charged? She asked herself, but as that thought creeped in it was followed by, who the hell is the femme he is thinking about? She felt jealous over another bot.

Helm tilted back. Moaning louder and louder as his arm increased its ministrations, he looked down at himself as he went slow again. She saw his mouth move, but no words came out until he threw his head back crying out, "Marissa! OH frag, Marissa." His sounds increased more steadily until he made one final cry out. After his cry out, he placed his helm back to cycle in some air.

Marissa stood stunned. He had feelings for her after all. She was both happy and confused. Why didn't he respond to her kiss then? He must have been nervous to hurt her since she was injured. Perhaps it was for the best if he made the first move. Or second move in this case.

Later that night, she received a message from him. She was back stationed on the base in the outer atmosphere. "Good evening, Marissa. How are you?"

"Fine, but I wished I seen more of your spike as you stroked it." She replied out loud with a mischievous smile on her face. "I'm fine, Magnus. How are you? Did you do anything exciting today?" She typed out.

"Nothing much happened. Just went to the lake to enjoy it."

"Enjoyed it indeed." She was smiling like a Cheshire cat. "I'd love to enjoy it with you one day."

"Same here." Magnus imagined himself at the lake with her. Just enjoying her. Completely. Feeling his interface panel aching at the thought too, he tried to calm himself.

"I'll grab my bikini and take a dip also. That would feel great on my skin. Refreshing." She felt her devil horns going up now.

The thought of her in a bikini almost made him do something. "Yes, grab your bikini. If you want to, just dress up there. Would save some time."

"Are you sure you just don't want to see me naked?"

He paused as he felt his panel slide open. "You know I'm a gentleman to you." He wasn't going to say that he wanted her naked so he can interface with her right then and there.

There he goes avoiding me, she thought. "I know you are, but you sure about not wanting to see me naked?"

Magnus groaned as he performed his act on himself. "Yes, I want to see you naked. I want to make love to you. I want to take those clothes off and kiss you in so many places that I want to make you beg for me more." He said aloud before typing. "If I see you naked. I see you naked."

"Avoidance has always been your strong suit in these conversations. Wonder why I keep running off." Yeah she said it, she didn't care. "If you are there tomorrow, I might be seeing you if not then, I'll see you here. As it is I need to fall asleep, Magnus. Have a good night."

"Have a good night yourself." He typed back.

Checking the time and checking other things, she went to the docking bay to retrieve her small transport to get out of there. She was going to go where no one knew where she was, but the thing was that she didn't know where. Getting out of there, she headed to Earth where she headed to the ocean to look at it from the beach. It may be night time, but she loved how the moon's reflection bounced on the waves.

Sitting down on the sand, she just enjoyed everything, and while she heard the footsteps approaching from behind, she almost turned to confront the person if need be, but was surprised when Cyclonus came up behind her placing her between his legs as he wrapped his arm around her.

"Miss me?" He asked coyly. He actually did read their conversation. As much as they think their line is secure, he saw what they typed, and cursed Magnus in being an idiot.

"Stalking me?"

"I guess." He replied kissing the back of her head. "You were bold with him."

"Saw something today that made me feel bold."

"What was that?"

Turning her head to look at him, she said in almost a squeak. "I'm not going to tell you!"

"Spoil sport." Cyclonus said as he laughed into her hair. "You aren't objecting to me holding you."

"It feels nice, that's why."

Cyclonus needed something more from her. He enjoyed this part, but wanted something else as he laid her on the sand while he covered her with his body. Gazing into her eyes, she still wasn't objecting as his body was reacting to her more. Kissing those sweet lips of hers, he slipped a hand into her shirt. That was something for her to almost object to as their kiss deepened, and the hand that wanted to bat him away decided to wrap around his shoulder. Feeling he had the okay, he moved his hand up until he felt the lower rise of her breast. Teasing his finger along it, she just kept allowing him even as he moved his hand to the side to find something resembling a clasp. Fiddling around with it, he found it to release her, so as he moved the offending fabric away, he brushed along the upper rise of her chest to tease the nipple.

Moving her face away from him, she moaned a little at the feeling he was producing before kissing him again. Then as quickly as those good feelings were, she once again objected. "No, I haven't decided."

He was breathing hard. He was dumbfounded. Hand still on her breast, he just stared back at her. "Please decide quickly, Marissa." He teased her nipple for good measure before he released her.

"I'm trying, Cyclonus. I really am." She assured him while trying to hook her bra up again. "Give me time, please."

"I will." He didn't want to, but he decided he must.


Marissa was wandering along the corridors of Autobot City when she felt a hand grab her and pull her into a room. Instincts taking over, she went to defend herself when she was pressed against the wall with only her in the dim lighting. Cursing and demanding to be let go, she stopped herself when Magnus's holoformed face appeared. His face was unreadable as he stared into her eyes. Even when he took both her arms to hold them above her head with one hand. Marissa felt her heart beating as she stared at him. Only once in a while she would close her eyes. Each time she opened her eyes though his gaze never wavered.

"Magnus?" She whispered. This granted her his eyes giving her a slow scan along her body. She felt she couldn't breath.

No more avoidance from him any longer. His venting hitched as he examined her. Crushing his lips against her own. Marissa gave a startled gasp for a second before relaxing until an approval of a sound was released from her. Magnus wanted her. She was his friend and will always be his friend, but now he wanted her. Feeling his tongue against hers made him moan in her mouth, especially when he ran his hand from her hands down to her side, just stopping around the breast. He spread his thumb to rest on her nipple while the rest of the hand rested on the side. He teased her until they reached into hardened buds. She arched her back desiring much more so he granted it by taking the bottom of her shirt, and taking it off. He moaned at what she wore under even as he kissed the rise of those beautiful breasts. Releasing her arms, he concentrated on her pants as he undid them. Taking them off was a pain, but what he was rewarded with was worth it as he knelt down on the ground to worship her. The way she gazed at him. Eyes full of want. He had to show her how he wanted her too as he spread her legs to kiss and make love to her womanhood with his tongue. Marissa gasped before relaxing.

Marissa was hoping this wasn't a dream. It better not be a dream. Seeing and feeling him all over her body was simply amazing. She felt like she was melting. This wasn't the ideal place to do this, but she wasn't going to argue with passions. Throwing her head back she kept moaning. "Oh Magnus."

Loving her taste, he still got up as he removed his clothing. Gazing at her for some time, he moved both of his hands down the length of her body until he reached her rear to lift her up and position her over him. Kissing her, he then entered her making them both gasp in pleasure. He knew he didn't say one word to her. He was letting his actions speak for him as he slowly made love to her.

Only when he was very close to release, he whispered to her. "Marissa. My Marissa." With that declaration, both of them came to a release at the same time. They knew they were loud, but they didn't seem to care as he held her close to him. So many years of talking that quickly edged into flirtation. He knew he was crazy about her long ago, but refused to admit it. He wondered if was a current development on what made him declare himself in such a way to her? Although the way she fitted against him. The way her breath brushed against him, he let out a deep sigh as he felt the need to get her to his quarters so he may hold her more comfortably in his arms. It wasn't like he was uncomfortable, he just wanted to make sure it didn't make he start to feel at unease all of a sudden.

Moving her legs away from his waist, she looked into his eyes. "What now?" Her voice was low. Breathy.

Smiling at her, he grabbed her clothes to hand to her. "I say we retire to my room." He replied.

Shakily, she placed her clothes on one at a time while Magnus's root form stepped forth. She wondered how it would be to make love to his actual form. Blushing at her sudden imagination of everything possible there, she noticed that Magnus just seemed amused before picking her up in his hand. Normally she just stood on his palm, but now she sat there as they walked to his quarters. When they got there, they entered with Magnus placing a 'Do not disturb' sign on his door before settling her on the berth.

"Thinking about us making love in my root form back there?"

She blushed. "Hey no fair to read that thought."

Sitting on his berth, he watched as she started to remove her clothing again. "I have thought of it thousands of times before." Enjoying this perfect beauty in front of him, he ran his digit softly against her skin enjoying the shudder he produced. "You are so beautiful." He murmured lustily.

"And you are very handsome, Magnus." She felt weak kneed so laying on her back she just enjoyed his touch. He was so large compared to her, but gentle. This just always amazed her. She hoped this wasn't a lark as she felt her head tilt back when he rejoined her as his holoform again to kiss her on the neck. Never in her life had she felt like this.