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Transformers © HASBRO


"Once best friends, now strangers with memories."


Breakdown wasn't pleased about Ratchet forcing him to lug Agent Fowler and Jack's mother to the museum where the Predacon talon was, but he'd agreed to it. If only to avoid one of Ratchet's infamous 'You Will Do This Or I Will Weld Your Servos To Yourself' threats.

Breakdown would take humans over that any day; even though he was sore and tired from two days of no rest and having to fight off the Predacon.

Breakdown didn't mind Agent Fowler or Jack's mother as much as the kids, especially Jack's mother as she was always polite to him when visiting the base. Agent Fowler was more irritating, in Breakdown's opinion, but still more tolerable than Miko and her friends.

They aren't as bad as the kids, but they are still humans, Breakdown reminded himself.

Thankfully, so far the two humans had been mainly keeping to themselves and only striking conversation between themselves, though sometimes they did ask Breakdown a few things, but not often.

After a few more minutes of driving, Breakdown's scanner pinged, informing him that the museum was just ahead. Breakdown began to slow down, then hooked a right into the museum's parking lot.

He remembered this museum, though it felt like so long ago that he, Knock Out and Soundwave had gone and collected the Energon Harvester from here. Not only had it been he and Knock Out's first mission for the Decepticons on Earth, but it had been the first time he'd fought the Autobots.

How ironic, Breakdown realized as he pulled into a parking space in the empty parking lot, the last time I was here I was the Autobots' enemy, and now I work with them.

Breakdown shut off his engine, then unlocked his doors. "I'm giving you two thirty minutes. If you aren't out here with the Predacon talon by then, I'm leaving."

"Optimus won't be happy if you leave us here," Agent Fowler warned as he clambered out of Breakdown alt mode, "you do realize that, right?"

"I don't care what Optimus thinks, just get the talon in thirty minutes and everything will be fine and dandy," Breakdown groused, slamming his doors shut once Agent Fowler and Jack's mother had gotten out.

Agent Fowler rolled his eyes then headed towards the museum, though Jack's mother hesitated momentarily. She was watching Breakdown with a strange, unreadable expression when she patted his hood briefly.

"It takes a long time for humans to come to agreements, Breakdown, so I would greatly appreciated if you gave us a little leeway on time. We'll try our best to get done as fast as we can but we never know what the museum curator will want for the talon," she said, "So please, Breakdown, just wait."

Breakdown sighed unhappily as she ran after Agent Fowler, then watched the two humans enter the museum.


Forty five minutes later and the two humans still had not come out with the talon. Breakdown had wanted to leave them behind after thirty minutes but rethought the decision grudgingly, if only for Jack's mother asking him politely to wait for them.

But he was quickly growing tired of being forced to wait for the two humans. Then again, Breakdown had never been known as patient, especially around irritating little humans.

Ugh, Breakdown sighed internally, would they just finish up already? What could be taking them-

A sudden rush of wind, a streak of red then a mocking shout of "Catch me if you can!", snapped Breakdown away from his grumbling, unable to move for shock for a few moments. Coming to his senses, Breakdown wheeled around, engine sputtering as he watched the taillights of Knock Out's alt mode vanish out of the museum's parking lot.

"Knock Out? What is he- Oh, FRAG!" Breakdown roared, realizing, stinkingly, that if Knock Out was here he must have done something to the humans. Hurriedly, Breakdown opened his comm link with Fowler, but received nothing but static.

Snarling, Breakdown gassed it after Knock Out, tires shrieking as he tore out of the museum's parking lot, and onto the main road leading out of the museum.

The Decepticon was much faster than Breakdown - always had been - so it was with little effort that Knock Out had already left Breakdown way behind. It took all Breakdown had to keep Knock Out in his sights, dodging and swerving around cars meandering down the road. Some cars blared their horns after Breakdown as he swerved around them but he ignored them as he continued his relentless pursuit of Knock Out.

The traffic began to thin out as Knock Out led Breakdown's pursuit of him away from the city. Leaving the busy streets of the city was both advantageous and disadvantageous to Breakdown, as it allowed him a clear, straight path of pursuit but also afforded Knock Out the chance to speed along even faster than before.

Breakdown knew he would never close the distance on his former companion, so he knew what he had to do. With no humans on the road - the benefit of it being nighttime - Breakdown activated his cannon and sighted it right on Knock Out.

Once the cannon had locked onto Knock Out, Breakdown fired his cannon, slamming on his brakes as the missile flew towards Knock Out. The misuse missed Knock Out by mere inches, hitting and exploding against the ground just behind him, throwing Knock Out to the side of the road as it exploded.

Breakdown moved up to where Knock Out, still in his alt mode, was laid on his side in a large ditch, tires spinning as the Decepticon groaned painfully. Growling, Breakdown pulled Knock Out out of the ditch by his bumper, which elicited a string of curses from Knock Out. Before Breakdown could drop Knock Out to the ground, the red Decepticon flipped out of his alt mode, landing on his pedes shakily in front of Breakdown.

Knock Out's optics narrowed dangerously as he glared at Breakdown, stepping back from him slowly.

"Breakdown," Knock Out hissed as he pulled his energon staff from his back and extended it to its full length.

"Give me the humans, Knock Out," Breakdown ordered,his tone cold alts Knock Out began to pace around Breakdown.

"No," Knock Out responded, "I won't."

Breakdown let out a low snarl then moved up to Knock Out, glaring down at the Decepticon. "You will give me the humans, Knock Out."

Knock Out laughed nervously, then suddenly lunged towards Breakdown with his energon staff. Breakdown scrambled backwards, deflecting Knock Out's staff with his arm, the rod pinging off of his plated armor.

Knock Out leapt away from Breakdown, zipping to his right - Breakdown's blindside - with a round of short laughter. Breakdown wheeled on his pedes after Knock Out, but the Decepticon had vanished.

Warily, Breakdown scanned the surrounding land, tensing as he still didn't see Knock out. Where has he gone?

Breakdown's question was answered almost immediately as a jolt of energon-produced electricity suddenly coursed through his chassis, the burning, circuit frying electricity causing Breakdown to collapse to the ground. Snarling, Breakdown began to push himself off the ground, but his attempt was cut off by another paralyzing jolt of charged energon racing through his chassis.

"Stay down, traitor,"Knock Out snarled above Breakdown, the sound of a transformation hen the sharp screech of tires being the last thing Breakdown heard before he blacked out from pain.


"Breakdown! Hey! HEY!" Ratchet's shouting over the comms drew Breakdown out of the fog of darkness with a pained groan. It was still night out, so Breakdown figured he must have been out for only a short amount of time.

Breakdown slowly hauled himself to his pedes, wincing at the sharp, blistering pain still nagging at him as he opened his comms to the Autobot base.

"Ratchet? Wha-"

"Oh, thank Primus! I couldn't raise you, or Agent Fowler and June, on the comms and I was getting worri- impatient," Ratchet growled, "Is everything okay your way though? It isn't like you or Agent Fowler to not respond to my comms."

Breakdown looked around the empty desert before answering Ratchet with a frustrated sigh. "Ratchet… The Decepticons have both of the humans-"

"WHAT?!"

"Yeah, yeah, I know, I know. Knock Out got them at the museum while they were getting the Predacon talon."

"And?" Ratchet's tone left no question that he was not happy with Breakdown, which bothered Breakdown more than he would admit.

"I'm sorry, Ratchet. I went after Knock Out but he got away. I'm not sure where he got to," Breakdown admitted sourly, receiving a frustrated groan from Ratchet over the comms.

"Do your best to find them, Breakdown. I'll see if I can send you an assist. You'll need it if you're chasing Knock Out," Ratchet said, a sharp growl being the last thing Breakdown heard from the medic before Ratchet cut the comms off between the two of them.

"Great," Breakdown grumbled as he transformed into his alt mode and drove off in the direction he remembered hearing Knock Out race off in.


Breakdown pulled into an old rail yard slowly, transforming out of his alt mode as his gaze moved around the railyard. There were four sets of tracks, all of which were occupied but for one track that led down out of the railyard. As he was looking Breakdown's gaze fell on a set of tire tracks. Breakdown bent down next to the tracks, then snapped his gaze up at the distant sound of a train rumbling away down the tracks.

Quickly, Breakdown strood to his pedes, glancing down the empty railroad track for a moment before transforming back into his alt mode and racing down alongside the track. As Breakdown raced down the track he could hear the rumble of the train getting louder, meaning he was closing in on it.

After a few more minutes, Breakdown finally caught sight of the train. And Knock Out.

Knock Out did not seem to notice Breakdown as he barreled down on the Decepticon, engine throttling out a furious snarl. Knock Out finally noticed Breakdown, his brake lights flaring at Breakdown's snarl, then flaring off as the red Decepticon sped up. Breakdown pushed his engine to its max speed, doggedly keeping up with Knock out, if only for the fact that Knock Out's alt mode was not made for the rough terrain they were driving on.

As Breakdown closed in on Knock Out, two sets of lights appeared in the range of his mirror, one a single light and the other a pair. Breakdown tensed, expecting it to be Knock Out's reinforcements but when a small, blue motorcycle and a sleek, white sports car ranged up alongside Breakdown, he unconsciously released a sigh of relief.

"What's happening?" Arcee asked over the comms, flashing her light at Breakdown as she headed him.

"Knock Out's got the humans. And a Predacon bone to boot."

"Oh, great!" Wheeljack snarled, "So Ratchet sent us to here because you couldn't keep track of two humans? Un-fragging-believable."

Breakdown didn't retort, though he let out a displeased growl from his engine as he turned his attention back to Knock Out. Arcee was closing in on Knock Out when, from out of nowhere, shots blasted the ground in front of her, Breakdown and Wheeljack.

"Slag!" Wheeljack swore as he accidentally swerved into Breakdown to avoid a round of blasts that nearly hit him. Wheeljack yawed off of Breakdown as Arcee transformed out of her alt mode and began firing her blasters into the sky. Wheeljack continued after Knock Out as Breakdown followed Arcee's suit, firing his cannon at the small swarm of five Insecticons diving towards them.

One of Breakdown's shots hit a Insecticon in the chest, the large creature letting out a dying shriek of pain before it slammed into the railtrack with a deafening explosion. One of Arcee's shots took out another one of the Insecticons, though hers crashed into another one of the Insecticons, causing both to crash to the ground in an unceremonious explosion.

Breakdown and Arcee took out the last two Insecticons, then raced after Wheeljack and Knock Out. As Breakdown and Arcee caught up to Wheeljack, Breakdown could tell that Knock Out was getting nervous without backup and Breakdown and two Autobots hot on his trail.

"We've got him-"

Something huge crashed to the ground in front of Breakdown and the Autobots, cutting off their chase of Knock Out as all three slammed onto their brakes and transformed out of their alt modes in front of whatever had landed in front of them. As the dust began to settle, two huge, orange wings spread out, reaching from wingtip to wingtip across the canyon.

"The Predacon," Breakdown snarled, optic narrowing as the helm of the Predacon rose up and shook with a booming roar.

"What do we do?" Arcee asked, helm snapping to both Breakdown and Wheeljack as the Predacon began to walk towards them.

Breakdown inhaled deeply then snapped his gaze to Arcee. "Arcee, you go for Knock Out. Wheeljack and I will deal with the Predacon."

Arcee whirled a disbelieving gaze on Breakdown, optics widening. "But…"

"Just do it Arcee," Wheeljack snarled as he pulled his swords from their sheath on his back. Arcee looked between Breakdown and Wheeljack one last time then transformed into her alt mode and blasted away.

The Predacon watched her go but its attention was fully on Breakdown and Wheeljack, and for a moment Breakdown could have sworn he saw revenge blaze through its optics as it let out a low growl towards them.

Wheeljack turned to Breakdown, expression tight, "I'm relying on you Breakdown."

"The same could be said about you, Wheeljack," Breakdown hissed, then turned his attention back to the Predacon who was advancing closer and closer.

Together, Breakdown and Wheeljack tensed for battle, Breakdown with his shoulder cannon and hammer-servos and Wheeljack with his two swords.

Then the Predacon lunged.

Breakdown charged right for the Predacon, firing his cannon at the creature's armor relentlessly. The Predacon wasn't even fazed by Breakdown's shots and it showed it by practically flinging Breakdown away with a hard flick of its helm. Breakdown was sent flying into the canyon wall, collapsing to the ground with a stunned groan and a sharp shake of his helm.

As Breakdown got to his pedes, Wheeljack finally struck the Predacon. The former Wrecker had leapt from the side of the canyon and, with a furious flick of his swords, slashed two scars down the Predacon's throat.

With an annoyed screech, the Predacon wheeled its anger on Wheeljack, giving Breakdown the moment he needed to jump back into battle.

Breakdown switched his cannon to its missile mode and released one right at the wing joint of the Predacon. The missile hit and exploded right on cue, the force of the explosion throwing the Predacon to the ground, its huge helm scrubbing against the ground with a sharp screech. Breakdown switched his cannon back to its normal blaster mode, and began to pepper the Predacon's side with blast after blast.

Wheeljack was dodging and slashing his swords down the Predacon's flanks as the creature scrambled back onto its pedes. The Predacon struck at Wheeljack, but he dodged it as Breakdown smashed the Predacon's helm with a heavy swing of his hammer-servos. The Predacon hit the ground again, optic snapping onto Breakdown as its helm crashed to the ground with a furious roar.

The Predacon suddenly lashed out its taloned servo, the sharp metal tearing into Breakdown's chestplate with a fiery rush of pain. Breakdown stumbled backwards hurriedly, servo pressing against the two deep scars leaking energon down his chestplate.

Rage flooded through Breakdown's spark as the Predacon leapt back to its pedes and lunged for Breakdown, but instead of hitting Breakdown it was met with two sharp swords in its mouth. The Predacon leapt away from Breakdown and Wheeljack, who sidled up beside each other as the Predacon began to pace around them.

Wheeljack looked towards Breakdown giving him a stiff nod, which Breakdown returned. Wheeljack and Breakdown, at the same time, charged towards the Predacon, who returned their challenge by rushing towards them at the same time.

Wheeljack leapt up, Breakdown swung his servo down to catch Wheeljack as he landed on Breakdown's servo then, with a powerful thrust Breakdown threw Wheeljack towards the Predacon. Wheeljack let out a roar as he landed on the Predacon's helm, spinning his swords and plunging them into the Predacon's mouth. Breakdown rammed into the Predacon's chestplate as Wheeljack pulled back on the creature's mouth with his swords, dragging its helm skywards with a heaving grunt of pain.

Breakdown continued to push back against the Predacon, though it had begun to do the same with its own servos, pressing them against Breakdown. The Predacon's full weight began to bear down on Breakdown, but Breakdown continued to push back against the Predacon.

"Breakdown, NOW!" Wheeljack roared, as he ripped his swords from the Predacon's mouth and leapt off its helm. Breakdown fired another missile at the predacon, the explosion sending him and the Predacon flying to opposite ends of the canyon.

"Here," Wheeljack said above Breakdown, helping Breakdown to his pedes with a brief smile. Breakdown patted Wheeljack on the shoulderplate then turned back to where the Predacon was slowly getting to its pedes.

Before Breakdown could react the predacon lunged, blasting a hot stream of fire towards him and Wheeljack. Instinct moved Breakdown as he smashed Wheeljack to the ground and dropped himself, though he was not fast enough to avoid getting his back scorched by the flames. Breakdown gritted his denta as paint peeled from his back, but he continued to lay over Wheeljack as another burst of flame blazed over his back.

Finally, the flames stopped and so Breakdown moved off of Wheeljack, who leapt to his pedes nimbly.

"Breakdown?" Wheeljack's voice was concerned as he bent down to Breakdown's optic level, warily glancing towards the Predacon as it charged towards them. Wheeljack turned and charged the Predacon, the sound of his swords clashing against the Predacon's metal hide distant.

Breakdown shook away the waves of flaming pain in his helm, then scrambled to his pedes in time to see the Predacon grab Wheeljack in its mouth and bash him into the ground. His swords went flying as the Predacon swung Wheeljack back and forth in its jaws.

Then, the Predacon threw Wheeljack to the ground, raising its hooked servos over Wheeljack with a menacing snarl. Wheeljack let out a spark-curdling scream as the Predacon began to rip its long, hooked talons into Wheeljack's chassis, scraps of metal from his chassis being thrown skyward as the Predacon continued to thrash Wheeljack.

Breakdown screamed in rage, barreling into the Predacon before it could deal another blow to Wheeljack. The Predacon roared, then snapped its jaws over Breakdown, flinging him away from it. Breakdown hit the ground and began to struggle to his pedes but stopped when a large, yellow optic glared into his own yellow optic. The Predacon was even more menacing up close, with its huge mandibles clicking shut near Breakdown's helm and its optics seemed to stare straight into Breakdown's spark.

Suddenly the Predacon dug its long, hooked talons into Breakdown and, with a powerful thrust, threw him against the canyon wall again. Pain splintered through Breakdown's chassis as he slammed into the sharp, canyon rocks with an agonizing cry of pain. Fire raced down his back strut as the Predacon pressed him to the ground then ripped its talons from his back with a low, savage growl. A few tense moments passed then the Predacon's presence vanished from Breakdown, the thunder of its pedes fading.

Ignoring the pain, Breakdown scrambled to his pedes, whipping his gaze to where the Predacon was fighting with Wheeljack. Wheeljack was tiring, energon pouring from the shredded metal of his chestplate, as he fought the Predacon without his swords, which lay near Breakdown, the Predacon easily deflected the blasts from Wheeljack's guns.

Then the Predacon suddenly snapped its jaw over Wheeljack's entire right shoulderplate and, with its servo pressed against Wheeljack's chest began to tear into Wheeljack's shoulder. Wheeljack began to scream as the Predacon slowly started tearing his entire arm from his chassis.

Breakdown's gaze snapped to Wheeljack's swords, then back to his struggling companion. It was without hesitation that Breakdown snatched up Wheeljack's swords, one in each servo, and glared towards the Predacon.

"HEY!" Breakdown's shout snapped the Predacon's attention away from Wheeljack, whom it dropped, as Breakdown raised both of Wheeljack's swords up and activated his cannon.

The Predacon stepped over Wheeljack, who was holding his near-severed arm close to his chassis, and snapped open its wings with a challenging roar.

"Come on!" Breakdown roared at the Predacon, spinning Wheeljack's swords to get a better grip on them as he began his charge towards the Predacon. The Predacon shook out its wings with a threatening roar then charged towards Breakdown.

Breakdown ran towards the Predacon, who reared up on its back legs with an audial shattering roar before crashing back onto all four pedes and charging towards Breakdown. As the Predacon neared Breakdown, he slid beneath its underbelly, stabbing Wheeljack's swords into the metal of its belly.

The swords drove into its underbelly because of the momentum of the Predacon leaping over Breakdown, energon spilling over Breakdown as he ripped Wheeljack's swords from the Predacon's belly.

Breakdown wheeled around to face the Predacon, which was now glaring at him with a savage, animalistic look in its yellow optics. The creature began to coil its limbs up to spring towards Breakdown but something stopped it, its helm jerking sideways momentarily. The Predacon glared at Breakdown, then snapped its gaze to the sky, then Breakdown, then the sky, then finally with a frustrated roar it took off into the sky.

Breakdown sighed in relief, then suddenly he snapped his optic to Wheeljack, who was lying on the ground a short ways from Breakdown with streaks of energon pouring from his wounds.

"Wheeljack!" Breakdown cried, running to his companion and bending down beside the white Autobot. Wheeljack looked up at Breakdown weakly as Breakdown stared down at him, horror and worry intermingling in his spark.

Wheeljack gave a weak smile to Breakdown as he weakly held his near severed arm to his shoulderplate, "Thanks for having my back, Breakdown. I was… wrong about you. And… I was wrong back then at Tyger Pax…"

Breakdown shook his helm at Wheeljack. "Now is not the time, Wheeljack," Breakdown muttered as he began to help stop the flow of energon pouring from Wheeljack's wounds.

Wheeljack placed a servo on Breakdown's shoulderplate, drawing Breakdown away from what he was doing so he could look into Wheeljack's blue optics. A wracking cough shook Wheeljack's chassis as energon leaked from his mouth.

"You're a Wrecker. Always have been." Wheeljack's optics grew dull as his helm fell to the side and his chassis began to still.

"No, no, no…" Breakdown muttered, scrambling furiously to help Wheeljack.

Breakdown wheeled his gaze to where Arcee had raced after Knock Out then, with desperation blazing through his voice, screamed, "ARCEE!"


Muhauahauhauahauah!

Cliffhangers!