Author's Notes: I've been really happy with the response I'm getting from this story. I just want to say thank you to everyone who is reading, since you're the reason I keep writing. That being said, in this chapter I get to write a character from the show I've wanted to explore for a long time. Hope you like this chapter of Attack of The 20 ft. Freeloader :)


Chapter 8

Night of The Living Mech

When Soundwave sent a data burst informing Megatron of an intruder, the silver warlord expected to see an Autobot or one of those pesky humans. What he didn't expect was a jet-forming femme giggling in his face and raking her talons along Soundwave's arm in a casual manner.

"What is the meaning of this!?" Megatron asked both Soundwave and the trespasser.

"Why does everything have to have meaning?" The seeker asked, "Listen, I think we've gotten off on the wrong pediform."

"You have ten seconds to tell me why I shouldn't rip you apart and feed you to my Predacon," Megatron growled dangerously.

Mod gulped and quickly thought up a lie she hoped Megatron would believe. She had never seen the tyrant in person before, but he was every bit as scary as her carrier had told her.

"Um, my name is Mod, and I'm, uh, a medic! That's right, I'm a medical assistant here to help out in your medbay!" Mod stammered loudly, "I'm sorry I wound up in your illustrious third in command's quarters, but I was lost and knew if I waited long enough someone would find me."

"If you are our new medic," Starscream rasped from the corner of the bridge, "Then why did you tell Knockout and myself that you were not a Decepticon?"

"Um...I lied," Mod replied feebly, "I, uh, had orders to, uh, only report directly to Megatron. Scary as you are commander, you are clearly not Megatron."

Starscream growled at what he presumed was an insult, but Megatron had a more thoughtful expression as he regarded the femme. It was true that their numbers were diminishing due to the Autobots shooting up his Vehicon hordes, but of all the things to come to earth to assist him why did it have to be a medic? He had enough scientists already! Shockwave was his chief scientist, Knockout was Shockwave's assistant, and Starscream insisted on butting in every now and then. What position was left?

"After giving this some consideration, I am willing to allow you to stay on the Nemesis for a trial run to see if you are useful," Megatron told Mod, "You will start out as Knockout's assistant. Your job will mostly involve grunt work and patch jobs. I trust you can handle such an assignment?" He asked in a condescending tone.

"You can count on me, master," Mod replied smoothly with a wide smile and a small bow.

"Good," Megatron nodded; satisfied, "Report to the medbay immediately. Soundwave, you may return to your quarters to get some rest."

Soundwave nodded and turned to go. The Vehicons got out of his way so he wouldn't get angry at them. Nobody wanted to mess with Soundwave when he was tired.

"Goodnight, Soundwave!" Mod shouted cheerfully and waved at him as he left.

Starscream exchanged a look with one of the Vehicons. Clearly this femme was nuts if she was willing to talk to Soundwave when he was agitated. Sure, Starscream spoke directly to Soundwave, and Megatron spoke directly to Soundwave, but no one under Soundwave's rank ever spoke to him unless absolutely necessary. The SIC smirked, realizing this femme was no threat to his power, because if she kept up this behavior she'd be dead soon anyway.


Team Prime had been reeling from their setbacks of late. Those factory workers that had been killed by the Decepticons weighed heavily on Optimus's processor. Mod turning out to be a traitor was also upsetting, especially to the kids and Bumblebee. Sure, they had been infiltrated by 'Cons before, but usually an enemy spy wouldn't spend two months on their couch draining their resources before making their move. It was a special kind of insulting.

There was also the mystery angle of this situation. Why did Mod have paternal CNA from Arcee? Ratchet had tested Arcee to make sure she was telling the truth about her virginity, and indeed her spark was still untouched. There was no way Mod could be Arcee's creation, and yet the tests showed that she was.

"It would help if I could get some CNA from the carrier," Ratchet told Arcee, "Then we could figure out how this happened."

"I think she's a clone!" Miko piped up from her perch on the second level, "Think about it, maybe she's one of Shockwave's creepy inventions. He could've stolen a shard of Arcee's metal and combined it with someone else's."

"But Miko, Mod has memories of her sire and carrier," Rafael pointed out, "Fowler said she talked to him about those things. She said her sire didn't love her, but that she still loved her sire. Also, I noticed that Mod seemed to try harder to get close to Arcee. She would include Arcee in our TV time, she would talk to Arcee at every opportunity, and she even trained with Arcee despite having no interest in physical activity of any kind."

"So what's your point?" Miko asked him.

"My point is she knew," Raf stated with certainty, "Mod didn't react that way to anyone else. She didn't show a lot of emotion for anyone else except mild interest in Bumblebee and slight hatred for Smokescreen. Around Arcee though, it was different. It was like she was trying to impress Arcee. Exactly the way a child would want to impress their parents."

"That's ridiculous," Arcee refuted, though her voice held little conviction, "Besides, we shouldn't be focusing on this anyway. Megatron has killed more humans on this planet now than ever before, and we need to figure out his next move."

"I've been thinking about that," Jack said; speaking for the first time in several minutes, "Megatron had planted those bombs and told Optimus to meet him at the factory for a showdown. Why would he do that if he knew Mod was going to sabotage the ground bridge?"

"What do you mean, Jack Rabbit?" Miko asked.

"I mean I don't think Megatron knew about Mod's plans at all," Jack theorized, "If he knew Optimus couldn't get there in time, then why do it? He would've wanted the Autobots there at least long enough to see the building burst into flames, but with no ground bridge that was impossible. Also, Mod waited two months to make a move. There's no way Megatron would be that patient for such a small reward. I think she was telling the truth when she said she was a neutral. I don't think this was a 'Con plan at all."

"That makes even less sense," Arcee said after she thought over what Jack told them, "Mod had no reason to betray us. For one, she thinks I'm her sire. Even if she didn't, she had everything she could want here. She had free room and board, a TV, mechs that wouldn't harm her or kick her out, and she didn't have to do anything for it. Considering how lazy Mod was, why would she sabotage the ones that were providing her with a place to stay?"

No one had an answer for that one. It was a strange scenario. They didn't know how Mod came to exist, they didn't know why she had betrayed them, and they didn't know if she had any other sinister plans for them. Arcee was right about one thing though; they couldn't afford to care. Megatron's forces had been very active lately, and they had to keep their attention on finding the rest of the Predacon bones before earth was overrun with ancient Cybertronian beasts.


Mod had been on board less than a day and already Knockout wished he could just kill her already! She made a show of listening to everything Knockout said, but the instant he was gone she plopped down on a medical berth and hadn't gotten up since. Knockout wasn't about to take this kind of laziness from her, however. He was already an errand boy for Shockwave, and he wasn't about to become a laughing stock because his own underling felt like doing her impersonation of an anchor!

"Get up, you lazy glitch!" Knockout snapped at Mod, "No recharging on the job!"

"I'm not in recharge," Mod informed him, "I'll get to my duties in a klik."

"No, not in a klik, now!" Knockout insisted, "Or would you rather I torture you until you agree to behave?"

"Knock yourself out, no pun intended," Mod replied cheekily, "My pain receptors are turned off. Have been for several months."

"Several months!?" Knockout balked in alarm, "Are you insane!? That is terribly dangerous!"

"Hey, it was either that or truly experience my beatings instead of merely witnessing them," Mod replied in an unconcerned tone, "Anyway, where does old Buckethead store the unrefined energon? I prefer crystals to the liquid stuff."

Knockout growled loudly and balled his fists at his sides. He was getting tired of this seeker's utter disrespect and sluggishness.

"That's it! I am turning on your pain receptors and jamming an electric prod straight up your-!" Before Knockout could finish however, he received a comm from Shockwave, "Yes...Yes of course...I'll get right on that...I'm on my way. Good news flunky, that was Shockwave. Apparently he needs me to bring him an acidity level regulator. I'm going there now, and your job is to scrub these floors. If I don't see you working when I get back, then you'd better prepare yourself for the worst examination of your life!"

As Knockout left the room Mod shouted after him "I have a transmissible virus!"

She giggled, knowing she didn't really have a virus, but one could never be too careful around his type. Knowing Knockout wouldn't be back for a few breems, Mod stretched out on the berth and made herself comfortable. The room was so quiet it was almost disturbing, so after a minute Mod got up so she could search for a TV or something.

She decided to rummage through Knockout's medicine cabinets, and as she was aimlessly poking through his things she saw a green vial of fluid, and suddenly her mission sprang up in her processor again. Protecting Optimus Prime from being killed by Megatron's factory ambush had not completed her mission. Protecting Megatron would take forever, and she didn't have that long. This substance, however, gave her the answer she needed for completing her mission. This was the answer! Synthetic energon!

Mod grabbed the glass jar in her clawed servo, but before she could do anything she heard a loud pained moan coming from somewhere in the back of the medbay! She jumped, and it caused her to drop the synth-en. She looked down at the stuff on the floor, unconcerned, and decided to investigate whatever was making that noise in the back room.

Mod passed by several empty berths as she made her way to where she needed to be. When she got to the final berth she saw that something was covered up with a white tarp. At first Mod thought it couldn't be the thing that made the noise, but then she heard it moan again and saw it try to move! She shrieked, clearly unnerved, but also curious. With slow steps, Mod made her way to the tarp and pulled it back. She saw that it was a dead body. It had once been a mech with a blue frame and a red face plate.

"Whoa, this is creepy," Mod whispered to herself as she stared at the immobile corpse.

Then suddenly, yellow optics onlined and stared straight at Mod!

"Yaaaah!" Mod screamed when she saw that the corpse was, in fact, alive.

"You!" The undead mech exclaimed, and Mod turned to run, "Wait! Don't leave me here!"

Mod, against her better judgment, turned back around to see what the shackled rotting mech had to say.

"Please, take me with you!" The mech pleaded with Mod, "I'll do anything, just get me out of here! Knockout has been torturing me for months! That Knockout is the devil, and surely this place is my own personal Hell!"

"Uh...I don't know what those things are, but you seem upset," Mod replied hesitantly, "So, I'm guessing those things are bad. Who are you, anyway?"

"My name is Cylas," The mech told her, "I was once a proud and powerful man. I was the leader of an organization that was going to bring humanity into a new utopian age and crush the governments of the world. Of course, like many in my position, I was too blinded by my own progress to see the writing on the wall. I killed my own men, and I joined Megatron. That was a fatal mistake."

"You betrayed Megatron?" Mod asked in shock.

"No, I failed Megatron," Cylas replied; his voice filled with regret, "As punishment he gave me to Knockout, who seems to delight in the sick experiments he performs on me. Please release me. I will do anything to never have to see Knockout again."

"You and me both," Mod snorted, "Seriously though, if I let you out, you'd help me with my mission?"

"Yes, I will!" Cylas replied desperately, "Tell me what I have to do."

"First things first," Mod said as she pulled a silver ring out of her cockpit, "Kayri says always be prepared, so I'm gonna have to make you wear this for a while. It'll come off automatically when the mission is over.

Mod then clamped the ring on Cylas's neck cables and looked at it appraisingly.

"What is this thing?" Cylas demanded to know.

"It's a stasis collar," Mod replied casually, "If you disobey me it'll send a powerful and painful shock through your systems that will put you into stasis until I let you out. This is just for insurance. I'm sure a trustworthy guy like you doesn't really need this."

"I can't tell if you're being sarcastic or not," Cylas commented, "But I applaud your foresight. If you had been human, you would've made a great agent of M.E.C.H."

"Yeah, and you would've slaughtered me," Mod replied with a sly smirk, "Now, let's get you out of here so we can begin the next phase of our mission."

Mod then released the energy restraints that held Cylas against the berth. When he got up Mod could see that the entire berth was coated in energon and he had several damaged places along his sides and back. She could also see that his energon was tainted with several unknown chemicals.

"Cylas?" Mod addressed the decaying mech, "You mentioned men and an organization called M.E.C.H.? I know this is gonna sound weird, but were you...human by any chance?"

Cylas hung his helm low and sighed. His intakes sounded like they were clogged with fluid, and Mod suspected it was more energon from his injuries.

"I am a cybernetic life form augmented by symbiosis. Cylas," Cylas replied in a hollow tone of voice; as if just saying it made him feel tired.

"So...You're a human that's living inside a dead body?" Mod asked, "Ew! Gross! How would you feel if I lived inside a dead elephant? Get out of there!"

"I can't!" Cylas snapped bitterly, "I can't. My body is barely alive as it is. I could not sustain my vital functions without this mech suit."

"But you're wearing a dead body as a costume!" Mod exclaimed disgustedly, "I mean seriously, who looks at a dead body and thinks 'Gee, I gotta get me some of that'? Couldn't you live inside a dead human instead?"

"M.E.C.H.'s research on Cybertronian function was greatly improved because we had this body in our warehouse," Cylas explained, "However, it was never intended to act as a life support system. My men did this because I had been crushed and was dying of my wounds. I...I think I went mad. I think being transferred into this body took whatever sanity I had left. I've had a long time to think about this. I killed my men because I wanted to work with the Decepticons. I wanted to prove to Megatron that I was willing to leave my old life behind for him. I wanted to be among those that would conquer this world. I just wanted to be a part of the new world order. I suppose even then I didn't realize how Cybertronians would view me. I didn't know machines understood concepts like death and misery. I didn't know how much pain I would still be able to feel in this body."

"You know there's an off button for that, right?" Mod pointed out, "Of course you need a doctor to turn it off, and I don't think your doctor likes you very much."

Cylas shuddered at that. Realizing Knockout could return at any moment, Cylas ran to the door to check to see if anyone was coming. There was no one in the halls, and he breathed a sigh of relief.

"So boss, what's our mission?" Cylas asked once he was sure the coast was clear.

"You see that green stuff on the floor?" Mod asked as she pointed to the spill from earlier, "That is synthetic energon. Ratchet came up with the formula, but it's still incomplete, and the Decepticons are trying to figure out the secret ingredient."

"So, you want me to help you research a way to complete it then?" Cylas asked.

"No, I want you to help me destroy it," Mod declared, "This stuff is bad news, and if we don't get rid of every trace of its existence then your entire species is doomed. I can delete the files while you smash all the physical samples and clean up the mess. Now hurry up before Knockout gets back!"

Cylas didn't need to be told twice. He immediately began collecting the synthetic energon and smashing the glass canisters into the sink. Mod, meanwhile, was hacking the computer and deleting the codes for the synthetic energon as well as emptying the deleted files from the computer's hard drive. Before long every bit of the green substance was gone, and Mod ensured there was no way they could get it back.

"So, now that your mission is complete, may I be released from this insufferable collar?" Cylas asked impatiently.

Mod looked down at her servos and noticed that nothing had changed. She looked at her pedes to make sure, and sighed when she realized the mission wasn't over. That was when she realized her error.

"Oh, scrap!" Mod exclaimed, "There's still one way to get synthetic energon. We have to go to the Autobot base and purge their files on it too."

"Do you know where their base is?" Cylas asked pointedly.

"Of course, I mooched off them long enough I should know," Mod replied, "Okay, my little parasitic companion, looks like we have to infiltrate the Autobot base again. My rules are simple. We don't hurt the Autobots or their humans, and we don't leave without getting rid of that formula."

"What if they don't give it to you willingly?" Cylas inquired.

"Then we take it," Mod replied; her tone suddenly becoming serious, "This is my last chance. I have to stop them from completing the formula. I have to stop Kayri. I have to save my sire."

"Who is Kayri?" Cylas asked.

"If you must know, that is what I call my carrier," Mod replied haughtily despite the information being embarrassing to her, "When I was a sparkling I couldn't say carrier, so I said Kayri. The name stuck even after I got older. Now, we've gotta sneak off this boat so we can get that synth-en formula. You can come with me, or you can go back to being Knockout's little lab mouse. Your choice."

Cylas went with her without argument, but he wasn't sure what he was going to do. He didn't know if this femme would really let him go after she was done with him or not. For all he knew she might kill him or keep him as a slave forever. He also didn't know what this mission was about, but judging from her mutterings it sounded like it was personal. Perhaps a revenge plot? All he knew was he needed a plan to escape her if worst came to worst.