"All that I seem to do is spend the night
Just talking 'bout you and your problems
No matter what I say I can't get it right"
Or: Knock Out jumps off that edge he's been crawling on for a while.

AN- Additional content warning here for mentions of 'fragging'.

First and second scene occur in the past. Specifically, the second scene occurs some time after Knock Out gets his autobrand but before he visits the outside world.


It happened again during one of his trips to Earth.

Knock Out was pretty sure Ratchet was avoiding Cybertron. The last time he'd seen the old medic there, he'd been sitting right up close and personal with the Well. At least on Earth there was nothing quite so, well, deadly as the fall into the Well would be.

So instead he caught the old medic outside this odd human base. Kicking up sand and stones with his back to a cliffside. It was a pathetic picture. Knock Out reminded himself that calling a teammate pathetic for going through emotional turmoil was not the autobot way. So he sat down next to (or near, at the least) his new mentor and asked why his training hadn't happened that morning. Of course, he knew the answer. It was because Ratchet was out here instead in there 'teaching' (begrudgingly, Knock Out had started to admit that he didn't know everything the old medic was educating him on, so the word teaching was only half sarcastic in his mind) him stuff.

Their conversation was weird. He was used to the energetic talks of Bumblebee or the sarcastic wit of Arcee. Ratchet did something else when he was in one of these moods.

He dug for regrets.

It hadn't quickly occurred to Knock Out that maybe the mech just wanted company that could sympathize with ridiculous amounts of self-condemnation. Ratchet wanted someone who understood being stuck in the past; being trapped with guilt undeserved.

Down the road, he started to realize that (not that Knock Out could be that mech; he looked to the past too often, but the little guilt he made himself carry after joining the autobots was far from undeserved).

Of course, down the road, Knock Out had run face first into too many of those realizations.

Arcee dropping away from contact, though not without a final goodbye.

Wheeljack laying on the floor of the Jackhammer with veins full of nuke and head stuck in regrets.

Bulkhead waiting for the team to come back to him on a planet that the rest had already left.

Ratchet's reassignment to war-criminal hunting, Bumblebee's lost confidence, Magnus's involuntary retirement and disappearance into space within the Iron Will-

It had taken staring down his own warrant for Knock Out to truly swallow down the bitter truth. Team Prime was well and truly gone. Every bit of that odd comfort he had found so enthralling had been diluted by the chaos of an expanding city. Maybe if they'd kept together stronger- if they'd stood up more for their own vision of the world- for Optimus's vision- maybe then the peace time could have worked for them all.

Maybe Ratchet could've gotten a better chance to find a friend that could offer up a world of regrets when the old medic dug for them just to prove to himself that other mechs did it too.

The humans said that hindsight was 20/20.

Cybertronians, obviously, weren't limited to that standard (20/20 vision was a silly human concept, after all, and not one perfectly applied to cybertronian optic), but the expression worked at its core. And Knock Out was angry at himself for missing so much until so far 'down the road'.

At that moment, however, he hadn't figured out why Ratchet was digging around for his regrets. The younger medic shared a very censored version of a few and watched the older doctor's reactions carefully.

Ratchet listened, though. He really did. Even while he frowned and his pede kicked the stupid little rocks littering the organic ground, he still seemed like he was paying attention. No, he wouldn't stare at Knock Out while he did and that made him feel habitually annoyed (and offended), but he would prod whenever the younger medic drifted off and that confirmed he was paying attention.

When he was done discussing a heavily sterilized version of the unhappy time Breakdown's signal had come back because of some parasite's doing, the flashy mech narrowed his optics at the listener who had started this downer of a conversation.

"And what do you regret?" Knock Out asked.

The older medic scoffed, kicking out a pede against the ground again.

"What don't I?"

What a total idiot. How did Ratchet, the fragging autobot CMO, have anything worth regretting?

He remembered the conversation at the Well and winced. Cycles later, he'd remember both those conversations and find them wince-worthy.

And still he felt the slightest tinges of offense over Ratchet's martyr complex. The older medic didn't have any sort of moral stain blotting his future with the autobots. He didn't have any sort of still living rival to contest his position as the best doctor among cybertronians. He really was being an idiot.

But Knock Out was supposed to be making allowances for personal stupidity. Apparently, every mech had the right to find their own regrets and then pour over them. That's what Optimus would have allowed, according to what he'd gathered from the others and what he'd seen of the big guy.

Not for the first time, he wondered what it'd have been like to really talk with the famed autobot leader. He couldn't help but feel it would have a sort of... resolution that talking about this scrap with Ratchet failed to manifest.


Solar cycles later (or earlier, in a matter of speaking), Knock Out got to have his answer.

The problem was that Optimus Prime was a rather intimidating conversation partner.

That didn't stop the mech from trying to listen.

A short time after he'd gotten his shiny new badge, the Prime caught him flicking at the brand with a frown. Obviously, such a misleadingly brief flash of expression could be read wrong. Optimus didn't really seem suspicious when he stepped into the small downstairs storage room with the young medic.

"Excuse me," the Prime said and Knock Out had jumped (and shrieked, though he'd rather not remember that embarrassing detail).

While he composed himself, Optimus looked over the room rather than at him. Or maybe his plan had always been to look over the room. Or maybe it was a bit of both; yes, he thought he liked that option best.

"I must go scout for energon."

"Oh," Knock Out replied intelligently. His head still hadn't recovered from his embarrassing reaction.

"Our storages are running low."

"Oh," he repeated, this time catching on to the conversation. Well, what now..? "Sorry about that."

Optimus looked over from the few luminescent cubes and met his stare. "It is not your fault."

Even if it kinda, sorta was. He had told them as many energon mine locations he could remember, but it was far from all of them. And he was here, and with him was Breakdown, and apparently the both of them warranted having an extra wrecker at the base- and all this was to say, the strain on reserves was rather his fault for starting this all.

"Why not take someone with you?" Knock Out asked, proud to hear that his voice had regained its usual smooth timber. "I would even say I volunteer for it. Breakdown and I could use some time outside."

The offer received a shake of the head.

"No. You received the autobrand this cycle; that is an event worth celebrating. I imagine the others have already planned some sort of activity," Optimus said, before adding on as if in afterthought: "It is one of the reasons I am going scouting now.

Was that a joke? The medic wished he had more time to figure that out, but it seemed the Prime had already moved on to different topics.

"In fact," he was saying and the red mech straightened up in full attention once more. "I am surprised to see you in here and not out...partying."

Aha. So he had noticed the way Knock Out was sulking in here.

"I will, soon enough. I just-"

Just what? If he knew, maybe he wouldn't be in here 'sulking' in the first place. The medic flicked at his new autobrand absently.

"-I just haven't really...taken it all in?"

That sounded more like a question than it should have. Optimus was looking concerned, or somehow slightly more concerned than his default. The big mech had moved close to the medic, setting a comforting servo on one of his shoulders. Knock Out, in the meantime, coughed to regain some semblance of his usual suave. He started up again just about the moment the Prime's mouth had opened to speak once more, though the medic hardly noticed his preemptive interruption.

"What I mean to say is, this is a big day for me." Knock Out smiled wide, glad to note how confident he now appeared. What? Appearances were important, slag it!

"Getting to wear you, your badge, is great, even if I can't wear it quite as iconically as you do; not that I look bad with this, far from it, it's just that you are the codifier for au..."

Well, well, was this what the humans called a 'rabbit hole'? Knock Out had a feeling he'd jumped down it and was attempting to touch the familiar during free fall. Unfortunately, the 'familiar' happened to be a tone thick with suggestiveness and...well, flirting with his boss wasn't exactly something he needed to be trying for.

"Ehem." The medic let his engine cough again while he put a dainty servo over his mouth. So what if it was a human gesture; he happened to have picked up a few here and there from all the movies he'd watched. "That's not what I meant to say. I'm in here because I'm thinking. That's all."

The expression Optimus wore had not changed through it all. Either all his blundering had gone right over the Prime's head or Optimus just happened to be good at hiding his expressions. Knock Out hoped it was the former.

"We took steps before the Rite," he said slowly, concern so evident it hurt. "You were so earnest that you were ready, but perhaps it was rush-"

The defector interrupted (interrupted. The Prime. It was on the same level of audacity as interrupting Megatron or-or Primus himself...oh well. Knock Out had always considered himself an audacious mech) before he could finish.

"It's not that!" The medic stepped out from under Optimus's servo in favor of pacing. "It's just that I've got this now, but every time I look at him I don't see it. And that's...that's-"

Hard on me

Unthinkable for me, though I'm trying to think it

"-weird for me. Breakdown always followed my lead in the past."

There was an uncomfortable silence. Knock Out renewed his pacing.

"It's part of the reason I came here, actually. Part of the reason I wanted this badge. I want to let him be his own person. I want to see him as somebody instead of just expecting him to follow me." The pacing wore out again. "But it's still weird to see him without a brand when I've got one," he sighed, tapping the thing on his chest again. "Neither of us ever wore one, you know. So for that rule to be broken by me but not both of us? I don't know. I just- I don't know."

They'd talked about this before. Enough so that Knock Out didn't feel too defensive bringing it up and spilling it out for the Prime. But most of their talks were short and rotated around what it 'meant to be an autobot' or the plans for the team that day. The autobots here were very apt to simply live in the moment; long term planning just wasn't very doable when so much relied on spontaneous energon grabs or Iacon decodings.

"I understand," Optimus stepped forward again. Knock Out looked up from the autobrand to stare at him. "It is never easy to see a friend disagree with you- but it is an inevitable part of life. You yourself said as much just now."

Well, maybe, but not in so eloquent of words- the doctor preened up a little at the silly compliment.

"While I remain hopeful that Breakdown will desire to join the autobots, I am still proud that you have made that decision. Regardless of what your partner will decide, you still pushed to undergo the Rite." The Prime didn't smile, but it was audible in his voice. "I am glad to call you one of my autobots."

It melted right through him until Knock Out felt as weak as he had by the Well. I never had the best role models, he'd said without thinking. He'd say things without thinking anytime Optimus started up like that. Acted like a Prime, one of my autobots- scrap, it felt so good it practically hurt.

"Well, I- I'm glad to be here," he replied.

Optimus set a servo on his shoulder again to squeeze it. He'd seen the Prime doing that with many of the bots around the base. One of my autobots indeed.

"And I have known many mechs who underwent the same struggles you are feeling now towards your partner," Optimus said. "Any one of us at this base will be willing to hear and offer advice, should you find you need it."

Maybe not the wreckers, but besides them? Yeah. Knock Out believed it. Ratchet had great advice underneath a mountain of bitterness and Arcee seemed pretty willing to offer an audial and recommendations.

"I'll remember that," the medic smiled again. "But I really do think we've been getting on fine. With each other, and with this whole situation."'

A half-truth. Knock Out still wasn't always confident that Breakdown was getting along with him. Sometimes the blue mech seemed distant, grumpy when the medic asked him for his opinions, unwilling to try this new game called autobot equity.

But sometimes he thought they were doing 'just fine'. Granted, he worried that some of those instances were just a bit of blindness to the true expressions of his assistant, but really. What was he supposed to do? Be perfect at this scrap 100% of the time?

"Then you believe you and your partner are accumulating well to our base?" the Prime asked after Knock Out had delivered his statement.

In all honesty...

Yes, actually. So far as he could tell. And he'd been taking extra care to look real closely at how Breakdown was acting around base.

"Yeah." Knock Out's grin grew. "I think we are."

They separated and the medic went for the door first. A celebration probably would feel great. They hadn't left the base yet, so that needed to be checked off the list. And maybe a party or two would start loosening Breakdown up, have him start to see the autobrand in a more attractive light.

It hurt to have something he felt so important be so dismissed by the mech.

That last thought slowed his departure down. It let Optimus catch up. After a moment of standing in the doorway blocking the Prime in, the bigger mech spoke up. "If you ever need to speak about any problem-"

The offer was rather incredible. Knock Out stalled, thinking of a half dozen conversation topics he both wanted to drag out and wanted to hide; doing here what Ratchet had wanted him to do in that post-war lull before Cybertron went off its rockers both seemed far too intimidating to indulge in and far too good to pass up. Maybe if he gave an uncensored version of those regrets Ratchet had fished for, the listener in the here and now would hear it all somberly and then offer advice and praise for his bravery in coming forth and saying it-

"It could not have been easy to dredge any of that up, nor to bring it forth to one of the veteran autobots of this base. I'm proud of you for finding the necessary courage to tell me..."

The medic sighed a little by the door where he had retreated back into the room, picturing the delightful scenario perfectly.

But the real Optimus was behind him waiting. The real Optimus hadn't said any of that (yet, a wickedly insatiable part of him thought in delight).

"Er, thanks for the offer." Knock Out shook his head back into the moment and flashed a wide smile. "I'm good for right now."

Optimus gave him a short nod.

"I am glad to hear it. I will need to head out soon. But-" the Prime paused in the doorway to look down at the much shorter mech. "-Knock Out? Do enjoy your first day outside the base. I hope Breakdown will as well."

The medic was giddy the entire time he spent walking back upstairs.

Leaving a conversation with the Big M had always meant a nice thrill of relaxing adrenaline: a 'you survived!' feeling, in shorter terms. Leaving a conversation with the autobot leader was so very different. Maybe if every bot got a chance to have one talk with Optimus Prime before picking a side, there would be more autobots. Sure, the cons were fun and appealing. Being a decepticon meant you could tear anybody up and play around in the lab with no concern for those boring ethics. Still, a few minutes with the big guy telling you he believed in you was enough for those ethics to start looking rather appealing.

Megatron could shove it. This here, this pride in his own ability, was the real way Knock Out felt loyal to a leader.


Bumblebee took it in stride pretty well.

"Alright..." he changed gears, looking between Breakdown and Knock Out. The nurse was currently helping him up to a standing position and he basked in the feeling.

There was something lovely about being helped, being put as more important than the scout in Breakdown's priorities, being told that the next activities were up to him.

The flashing phrase 'about time' ran through his mind.

"Well do both of you want to then? Breakdown and I were halfway through our marathon, but we could restart for you."

Knock Out straightened up further.

"Well, when I get all these infernal dents out of me, why not?"

And it looked like he wouldn't have to get them out by himself this time. Buffing alone was always a bore, but he'd insisted on doing it ever since returning to this time. He had to make sure Breakdown wanted to join in, had to make sure Breakdown was interested in that pastime, had to ask Breakdown what he wanted to do with the day first- ugh. He hadn't taken a day off for himself this whole time, had he? He hadn't bothered to talk about what he wanted since showing up here, had he? It certainly didn't feel like it.

How wearing.

He cast a glance up at Breakdown and the blue mech grinned. There. They'd both missed detailing sessions. He could just stop worrying about whether or not the nurse was as excited for this as he was; that grin was answer enough.

We were good, weren't we?

They still could be.

Mostly because of the heavy lifting Knock Out had been doing. He'd been listening, and double checking, and overall being a good autobot friend.

So maybe it was time they were comfortable enough with each other that Knock Out could do the talking.

He had a whole lot of that pent up.

He'd gotten to see who Breakdown really was rather than what he used to think he was, and now it was the big guy's turn to sit and listen. Fair's fair, right? The part of his mind that sounded like Arcee was laughing at him. He got the incessant feeling that that wasn't how it works.

Except...

Except if they were trying to be balanced about all this then didn't Knock Out get a chance to have attention? It couldn't always be second guessing and stepping backwards and- and besides, Breakdown seemed unhappy with that anyways. Unhappy with him. And he didn't like getting that vibe from him.

"And let's not forget-" Knock Out added with a wink. "We've got a club that needs some attention."

Bumblebee stood still a moment, probably trying to figure out what he meant, and then brightened up.

"Ohh. Yeah we do! But aren't we all a bit busy at the moment?"

Yes, but what did that have to matter?

"We're just preparing to move it," the red mech waved the concern off. "Imagine how the racing will be on cybertronian roads!"

Those blue optics whirred.

"Yeah..." the scout sounded thrilled at the thought. "Hey, I used to mess around at this one place. The corner circuit, we called it. It was out near the border of Iacon and Vos. I wonder if I can find it when we revive the place!"

The enthusiasm was contagious.

"I must admit, I never did much racing on a healthy Cybertron."

Being the colony brat he was. But only Breakdown happened to know that.

"But that does sound like an adorable backstreet circuit. We simply must bring the club there," Knock Out grinned. He had the feeling Bumblebee was matching the expression under his mask.

"Yeah!" he trilled, before turning to Breakdown. "Wanna come too? Be an honorary club member?"

Without being able to help it, Knock Out's grin slipped away a bit. This was supposed to be about the two of them, about him, right now. Why did Bumblebee have to interrupt that?

Breakdown blinked. "Uh. I guess? I'll go and root Knock Out on."

The fledgling frown disappeared at once. He leaned back further into the big mech's support (even if they both knew he was far from injured enough to need such treatment).

"If we're expanding, what about some of the other speed demons we have around?" the medic asked, forgetting that he was supposed to be forever ignoring Smokescreen's presence after the rookie got him in trouble (twice).

"We can ask them too!" Bumblebee agreed. He always sounded so young when he got excited. It was endearing. "And we can think of some other places to try out. Maybe..."

The scout had started moving away from the groundbridge room in the direction of the medbay, no doubt because he knew he had to be checked over for the still smoking marks Soundwave had left on him. Knock Out slid away from his nurse to follow and keep the conversation up.

It was really enjoyable, really. He had no idea why Bumblebee hadn't spent more time with him lately. Not that he brought such a pointed question up. They were too busy painting a delightful picture of competitions and glory.

It felt delightful to talk about things he found important. It felt delightful to get attention again. Sure, he needed to be careful about not getting carried away, but...he had already spent so long being a good little mech that lived only for others. He deserved to get something of his own; he had to.

Behind them, Breakdown watched on wordlessly because he knew he had nothing to add to their 'club'.


The first time they had ever tried buffing out was when both were still with the Stunticons.

Breakdown had been sneaking into the medbay ever since that first time Knock Out demanded he "get over here and help" (in more eloquent prose). He didn't have to sneak, per say, but Motormaster had been pretty unhappy to see him in the medbay so often.

But getting in there tended to be well worth his old boss's ire.

After they left the team behind, buffing stayed a staple for the two of them.

When they first landed on Earth and told Starscream their plans to wander the organic planet, they'd still had room in their subspace for the detailing tools.

Doing it now, after a few Earth months break, was relieving. Mostly. It was familiar, at least. So was Knock Out's stream of speech. He was currently set off on something to do with Smokescreen's nerve at dragging him into the Nemesis. Breakdown was working on the medic's back with the buffer while he listened. Or mostly listened. Part of him was wondering how the Bumblebee's repairs were going in the other room, and how the other two squads were faring. He'd heard from Ratchet when they were dropping the yellow scout off in his care that things had gone downhill in Egypt. Apparently bad enough that Optimus had needed to go.

Well, Breakdown had been there when the Prime had cut through that mountain. He was pretty sure the two-wheeler and rookie were gonna be just fine so long as the commander was there with his newest weapon.

It was pretty surprising to him that Knock Out hadn't wanted to stay and hear play by play updates on the other squads. But he wasn't complaining that they'd left to go take care of each other. It seemed like the red mech hadn't wanted to let them take care of each other since defecting. They had to trade off on the stupid berth even though Breakdown had volunteered for the floor permanently. They had to talk every little thing over instead of just doing it, which was more his impatient style.

Knock Out had started off on a new complaint. Breakdown listened to it dutifully as he moved the buffer to the back of the mech's legs. They were nice legs. It was a shame, really. He'd always found the mech attractive (who wouldn't?), but Knock Out had never been interested in something when he'd bring it up. He'd brought it up first when still in the Stunticons, like the young idiot he was. Later as they traveled around. Eventually, he stopped bringing it up altogether. So what if Knock Out didn't like the idea of a formal bond? So what if he always changed subjects when Breakdown brought up the suggestion of becoming amicas or trying the conjunx ritus out? It didn't matter. It just meant he was free to frag whoever else he found attractive.

...It did matter. It had always mattered. But Knock Out got weird whenever those two rites were brought up. Breakdown had stopped suggesting them long before they came here to Earth. He didn't like to make his partner unhappy.

And then the world had spun into random directions and they were camped out in a base of softies.

He wondered how the medic would react to the suggestion now. Everyone knew they were partners. Untouchable. They were unbreakable. If one died, the other would react in pain (wouldn't they? he hoped so). Everyone expected they were amicas already, if not more. Why else would they be so close, call each other partners?

The buffer was set aside and replaced with a polishing rag. Knock Out continued to speak, prodding him to join the conversation every once in a while. It was fun. It was familiar.

And maybe it was all about Knock Out. But that didn't matter. Breakdown was a vital part of this detailing session. He was technically a replaceable part, but he always felt that he wouldn't be replaced. Or he had thought that, until they'd come here and Knock Out had gotten so interested in a half dozen other mechs. They hadn't done a detailing session since then. He had been replaced.

But they were back here now, so what did all that uncomfortable fear matter?

The others could say it was weird. They could tell him that he deserved better. Bumblebee had mentioned something along those lines now or then. But they didn't know. They didn't realize that he felt secure when he was pampering the medic. He felt wanted and important and it didn't matter if technically all the care was going to the other and all the talking was being done by him because Breakdown felt safe like this. If the alternative was being ignored while Knock Out ran around with the other autobots and left him behind, then why wouldn't he long for this?

This felt normal.

The sound of the groundbridge came from the other room twice. Once for the team in the desert, once for the wreckers. He was surprised that Knock Out didn't get up and go check on both teams immediately.

But they didn't leave until the summons for a debriefing came from the Prime himself.

Breakdown was still surprised that he didn't have to call him 'his' Prime. Back during that time they broke out high grade, he'd told Knock Out that he'd do it: he'd follow him into the autobots. And when they'd all sobered up, the medic had never brought it up again. He moved so slowly towards doing anything because now they had to double check this, talk about that. As if all of a sudden Knock Out didn't know him better than he knew himself.

Their separation in faction was uncomfortable. But Breakdown had stopped noting it lately. He'd gotten used to being neutral but working with this team. He'd gotten used to seeing that brand on Knock Out.

He'd gotten used to seeing the medic with others just like he'd gotten used to being with others. That's how things were on the Nemesis, wasn't it? Knock Out had been spending time plotting with Starscream and Breakdown had been in the vehicon rec rooms wrestling or telling stories.

The vehicons always listened to his stories with such enthusiasm. He really missed those guys.

But his partner had never understood that. So it was easy for Knock Out to jump ship and drag him along and never consider that it meant putting Breakdown up against his pals.

...drag him along? Never consider?

He winced and the rag stalled in place on one shoulder. After a moment, the doctor twisted around to look at him in questioning. Breakdown picked up the pace again, but his mind was stuck on that.

Since when did he think in terms like that towards the guy he owed so much to? Since when was he ungrateful to a mech that deserved so much praise?

"Are you alright?" Knock Out asked after he stalled again. The blue mech shook his head quickly to bring himself back to the moment.

"Oh. Yeah." His smile came a second late. The smaller mech didn't notice. But Breakdown didn't mind; he was smiling back. It was a dazzling smile. It had been ever since he'd worn it while standing over Motormaster's leaking body, one bloodied servo extending down towards him in offering.

"Well, then, as I was saying-"

Breakdown returned to listening. He wasn't supposed to bother much with thinking anyway.


Aboard the Nemesis, Soundwave took a step back from his console.

It was all that was needed to get the full attention of the bridge. Megatron moved to his TIC's side.

"Have you finished?" he asked. The spymaster lifted a single digit and left it in the air to point at the screen. There, the final entry was decoding.

But it did not form a set of coordinates. It formed the frame of that foolish new autobot rookie.

Down on the planet's surface, Optimus Prime took advantage of the quiet his base had devolved into once the others disappeared to their rooms or downstairs.

His own confusion at the final decoded database entry was masked just as well as the two stoic decepticon's confusion had been not long before.


"Let's talk about me, for a minute.
I'm the one who's losing out."

AN- Ironically, Knock Out has talked plenty about what he wants through the entire fic. He just doesn't remember/notice those moments.

Title and lyrics in the summary and ending note come from the Alan Parson's Project song Let's Talk About Me. It was actually one of the few chapter names I knew before I had even committed to plotting this whole story out and writing it. I've always viewed the song differently than, say, its video, because to me the lyrics seem a little disconnected from reality. It doesn't seem to come from someone who truly has been forced to only hear about their partners problems, but rather someone who is impatient to get back to talking about themselves whenever a conversation goes to something unrelated to them. That made it all very relatable to this arc. Anyway, that's my trivia of the day for you about an obscure 80's song. Thank you for listening to my Ted Talk.
Originally, I had wanted to use the title and theme later in the plot (as in, during the S3 arc), but the character arcs took a slight deviation from my original plan so here it is early.