Authors Note: With the recent IDW comics take on mnenosurgeons and their abilities, it was a challenge to craft something unique for Soundwave's telepathy. In the old rough draft version I had written for this years ago, Soundwave's telepathy was remote mneonosurgery. I knew I had to do something different for ol' Wavy and ultimately ended up with what I have written here.

Side note: Chapter 3 was origianlly part of chapter 2. It was becoming so long I decided to break it in half. This second half required a lot of reworking to make the conversations between Phage and Optimus feel organic. I hope everyone enjoys.

Forewarning: There is violence and mention of rape at the end of the chapter. The story is labeled as 'M' for mature, but I am giving a heads up in case it is a trigger for anyone. The section is marked off with a bar and transitions from Phage's perspective to Rumble's. You can skip the whole section and go to Chapter 4 without missing anything crucial in the story's plot if this is a problem.

Also, thank you Pr1me Gurl and Skyress98 for favoriting and following the story! And thank you Guest for this story's first review! Interest such as you've shown gives me a boost to power through the chapters ahead.


"The first causality, when war comes, is truth."

- Hiram Johnson


Optimus Prime was always known for his sterling reputation when it came to truth.

Transparency was another matter. He could tell you the truth but omit the gritty details. To be a great leader in times of war it was a compromise he had to make of his character. For all intents and purposes he could seem to be leading a frontal charge, while the rest of the army was coming up behind the Decepticon forces. Or it could be that the Decepticons thought that they had the Autobots on their last wheel, only to discover too late that the skies had been rigged with camouflage sky mines. It could be that he was wounded and separated from his forces and winding his way back to Autobot base, when in actuality he was bait for the Decepticons for an ambush. He could tell Megatron to his face that no, he did not have or know where 'this' or 'that' was and omit the fact that he knew where 'this' or 'that' had been a breem ago. It was logical to conclude that 'this' or 'that' should be where it was left, but there were always Autobots who could travel very fast in many different directions. And although Prime always knew where his Autobots were heading, generally speaking, who knew who really had 'this' or 'that.' If Optimus had not learned the skill eons ago he would have fallen to Megatron in combat millenia before.

The ostensible paradox of Prime's character always threw Megatron for a loop. It was true that Optimus Prime never lied. But it was also true that the Prime lacked transparency in certain areas of his actions.

There was truth, and there was its many faceted sides.

The story that he concocted with Phage and looped in constant rehearsal was one of those truths. And Optimus was relieved and only too glad that Phage understood the necessity of the skill. Whether it was a design of her human character or her own persona, there were some Autobots that understood and some who would be applaud if they actually stopped to consider that their Prime was less than crystal clear on his clarity.

Everything was covered that Optimus could consider: the missing Matrix he had countered with a slew of plausible speculations on her behalf-because why would she know where he would store the Matrix if he had decided it was too risky to hold anymore? Everything all the way down to why Matrix energy would be detected on her. Half of the story Phage was able to fill in herself with medical jargon and technical backup she had gleamed from her understudies with Ratchet.

"Thank you for having the hindsight to push me in that direction." she had muttered while Optimus made practice loops around the cell in her body, trying to adjust to the odd downsize in every regard-size, strength, speed, and especially the lack of military upgrades and basic sensory he had relied on for the vast majority of his life. Every step Optimus battled through the burning pain that snaked its way through their circuits like a slow poison, emanating from their sparks crammed in her spark chamber and spreading outwards.

"It was the only function I could conceive that put you as far away from danger as possible."

"And being Wheeljack's assistant in his labs is 'far away from danger?'"

"As far away from Decepticon danger as Cybertronly possible." Optimus auto corrected, much to her amusement.

"This is worse than menstrual pain."

Optimus didn't know how to properly respond to that. "This was common for you?"

"Ugh. Every month old injuries would flare up for days. That time when I twisted my right ankle when I landed wrong on that recon mission with Bumblebee and Spike that went horribly south. That injury to my right leg because I was being too competitive in school and I complained to my father for a year about it. And his only response was 'you want to talk pain, I live in pain every day from the shrapnel in my chest,' tch."

"Radar was always difficult but he -"

"Don't." She snipped, cutting him off. "He was a hardass." her optical ridges inclined up her forehead. "I thought you didn't even like him."

"I never said that." Across the Infraspace she scrutinized his avatar but Optimus remained obstinately stoic on the topic further. "Well, there then was that time when I caught the tree branch across the ribs."

"You mean when we first met."

Her words got hung up in her throat. Her thoughts tangled then broke apart. "Yeah." she chortled. "When we met for the first time."

"There was a second time for first meetings?"

Her lips quirked up at one corner. "When I woke up on Ratchet's table."

The soft smile that touched her lips was shared by both of them.

"Phage, if I may be so bold."

"When aren't you."

"I've tried searching your processor for any applications and I've come up with nothing. How do you operate like this? There's no application for assisted targeting, not a way to reroute your nervecircuits, not even an internal clock."

She sighed in exasperation. "And now he gets it."

Optimus was silent a long moment, then finally announced, "When we get back to the Ark we'll discuss plausible and safe body augmentations for you."

"Does that mean I can finally get an alt mode?"

"I'm not a medic, but such a modification would require more than just the installation of a T-Cog. Your whole body would have to be laced with the appropriate circuity. I don't know if that's plausible with your transorganic status."

"Maybe I can win Ratchet over with a bottle of his favorite high-grade."

The Cybertronian script and lines of code dulled while his avatar became demurred. "No. Under no circumstance is Ratchet to have high-grade."

"I-what?" Her avatar huffed a laugh. ::Is he an alcoholic or something?::

::Yes.::

::He- Since when?!::

::Since before the war. He was a wild partier in medschool. Over the course of the war, Ratchet took to drinking and other forms to deal with his stress. I started to suspect something was amiss, but Ratchet played me off. He earned a horrific nickname over the course of the war – Ratchet the Hatchet. Word started circulating through the ranks. Enough rumor that I pulled Ratchet aside before the situation imploded into a court marshal. It was a difficult time for everyone. I had to suspend him from his rank until he got flushed.::

She just gaped at him, disbelieving. ::Ratchet? I-:: she paused to reflect and the aurora thought processes danced rapidly and illuminated vague images Optimus did not like. He could Sense her disquiet.

::What is it?::

::Err, well, actually that would explain a few things.:: When Optimus just stared her down she rushed to explain, ::Um, if you were mad about my moonlit phasing then this is going to be up there. But uh-there's been a few times I've seen Ratchet take a swing from a canister on duty. I thought it was just energon for on the go and didn't think anything else about it. I mean- it still could be just energon. And there's been other times I've caught him knocked out on his desk. I thought he'd just clonked out to recharge from exhaustion...::

::The same canister was nearby him when he was knocked out?::

::Yes. I believe so.::

Optimus Prime's avatar mimicked Phage as his consciousness slipped into control and squeezed her optics shut and pinched the bridge of her nose. ::I know something has been bothering him I just didn't think it was enough to push him down that road again.::

::Maybe he hasn't.:: she supplied hopefully.

"I'm going to have to have words with him."

"Yeah you are- right now."

Trepidation struck through Optimus and Phage like a bolt of lightning. Phage's optics flew open as she whipped around to the cell door. Rumble and Frenzy stood in the door frame. Chunky cuffs dangled from the red minicons finger as he swung them back and forth. The purple one stood just behind him, arms crossed and looking like a stiff-lipped thug.

::Oh my god, how long have they been standing there?!::

Optimus seized command and fell into his characteristic stance, squashing down the choking shock and fear. ::They couldn't have heard our discussion before or else we would be halfway to the medical center by now. Stay calm, Phage.:: "It's time then. Where is Soundwave?" It was Phage's voice but collected and measured as Optimus seized the situation.

::I thought you wanted me to do the talking.::

Embarrassed, Prime's avatar shifted. ::This is not something I'm use to.::

"None of your business." The red minicon held up the cuffs and let them dangle on his finger. "Now come here."

Her face was schooled to a neutral mask as she languidly crossed the room, slowed by the pain that they both tried to hide. ::Just remember Phage, the Decepticons have no reason to suspect a resonation. Even less so Megatron. Don't call attention to it by projecting the thought out. Who knows if Soundwave is listening.::

Phage made a non-committal noise through her olfactory. ::Ha. Understood. But he's not. At least not right now. I think I'd know if the damn fat cat was back.::

Rumble and Frenzy's faces dissolved into disapproving frowns as they eyed her, perhaps taking her off hand noise as an unappreciative remark to their status as her handlers.

::Fat cat?::

::Soundwave. Last time he tromped around upstairs his presence was like a pompous bloated aristocratic cat.::

Optimus saved that descriptor for later.

"Alright come on. We don't have all night." said the red and black minicon as he held up the cuffs. "Put these on. No funny stuff."

::It's night already?::

::Apparently.::

Wordlessly she complied. It was only once she had put them on the same minicon added, "They're null-restraints. You know what that means? If you try to phase with those beauties on, you'll leave your hands behind."

"Isn't Megatron waiting?" it was Optimus that spoke through her vocal unit, calm and measured and wholly unimpressed by their thuggish manipulations.

::There you go again.::

The minicons were put off.

::Sorry. Force of habit.::

She shook her head but there was a grin there.

"This way." the red and black minicon gestured over his shoulder strut in a tiff.

The two smaller Decepticons tailed behind her, directing her through the Decepticon base by way of 'turn here,' 'go left,' 'hang a right,' and 'stop' only when they approached an elevator lift. Phage discovered that the red minicon was a nonstop chatter box that could rival Bluestreak. They weren't a breem down the hallway before the purple minicon popped off with, "Turn left. You know no one here likes you." For her part, she said nothing. Her silence only seemed to irk the minicons.

"What my brother means is that the majority of us wouldn't care if you turned up with a burnt out core. And let's face it, that in itself is pretty fragging impressive. I think that puts you at the top of everybody's list this week- well above Starscream."

::Don't let them scare you. No Decepticon here will harm you.::

::Them? Really.::

::Don't underestimate Rumble and Frenzy. Too many Autobots have and paid the price.::

Phage was far from convinced. They came off as garrulous thugs at best, squabbling children at worst. She became preoccupied with an important thought; ::Which one is which? The purple one is Rumble...:: Phage quirked an optic. ::Right?::

Optimus had no answer. She Sensed he was as puzzled on the matter as her. ::When I think I have them figured out I'm told I'm incorrect in my information.::

"Some of the Decepticons around here are jumpy at the thought of a phaser on board. Some feel that you could get loose and terminate us by phasing our laser cores out."

::That's-an idea, actually. Can I do that?::

::Phage!:: rumbled Optimus's voice disbelievingly. ::Under no circumstances are you to ever try that!::

"Of course we know better." Rumble -or was that Frenzy?-rolled his optics. The other Minicon, whichever one it was of the two continued by saying; "Phasers can't chose to jump other things out with a touch."

The purple minicon shook his head. "Drones. All of them."

Phage had half tuned the minicon brothers out. Her mind was preoccupied with their offhand suggestion.

::I really want to try that.::

::Absolutely not.::

::Not phasing a laser core out. I'm talking something else to experiment on first-a stylus?::

::No.::

::A datapad, maybe.::

Behind her avatar, over the oil black lake that faded into the cavernous scope of her consciousness, multi-hued aurora borealis danced along at a rapid pace. The neon colored ribbons alternated speedily between half imaged concepts that rose up and collapsed back into the bouncing streams of light as if it were the vigorous volume tracking bass on a soundtrack. Her thought processes were reflected on the dark waters.

::No!::

::I don't see why I can't make it work with a Partial Jump. Maybe I should ask Perceptor to explain the science behind it...? But field testing is so much more exhilarating-::

::NO.:: thundered Prime. Did she realize she was openly sharing her thoughts with him? ::You'll end up mashed into another wall if you keep this up! Wait-:: he had caught something in her last thought, an underlying data. It took him a moment to process. ::Are you addicted to phasing?::

Her avatar stared at him dumbly, with the similar look on her face that Prowl would give when his processor got too far ahead of himself and he had to reboot his present environment. The aurora ribbon lines visibly crashed and flat-lined. In what was constituted a 'lengthy' pause between minds sharing space, Phage thought-shared, ::I wasn't talking about walls...or the-look, I'm not addicted.::

::If I had a shanix for every time I've heard that.::

::I'm not Ratchet!:: She flustered. ::If you knew what it was like to phase-:: she false started and tried again. ::It's like that burst of adrenaline before you do something crazy-::

He was not amused. The twinkling Cybertronian script code burned in bright fiery hues behind him. Phage's avatar flinched across the way and shrunk before him. ::No more moonlight phasing! That's an order!::

::You're no fun.::

Optimus balked at her gall. ::I think Ratchet needs to run a scan on your processor when we get back to the Ark. After I have a talk with him.::

The red minicon puffed out his chest. "We were running leashes on the phasers with Soundwave! My brother and I know exactly how your kind operate."

::I swear, they're doing that on purpose.::

::Doing what?:: Even Optimus's thoughts were exasperated.

::Deliberately avoiding naming the other.::

::Phage-:: Optimus squeezed his optics shut and pinched the bridge of his olfactory. ::Will you focus.::

::I am.::

::Not on them!::

She waved at him absently. ::I'm running multiple processes. I'm refreshing our story, trying to figure out which one of these 'Cons is who, keeping tabs on the gray divide here, worried about the pain I'm in right now because it's only gotten worse in the last cycle so I'm stressed the resonation process could be ahead of the time frame I've predicted or on schedule as if I'd really know, trying to hold a conversation with you and pay attention to them, wondering how the Combiners deal with this, back burning my Waiting Room project, worried about-::

He shook his head. ::Your as bad as Perceptor.::

The aurora ribbons slammed the breaks to avoid another crash. ::How am I like Perceptor?::

Optimus just continued to shake his head. ::Your as likely to get sidetracked as Perceptor as Prowl is to get ahead of himself.::

::I don't see it.::

Optimus's avatar stalled. He couldn't figure out if she was serious or trying to be funny. He couldn't see how she could be humorous at a time like this, but was astonished she couldn't see the former.

"The Boss trusted us like that even then."

::That one!:: Optimus said suddenly. ::That one is Rumble. He always addresses Megatron as such.::

It was the red Minicon.

::Huh.:: she noted, suddenly disinterested. ::I could have sworn I've heard the purple 'Con say Boss before.::

::Don't twist the metal.::

"There was only a small test group that was drafted for the initial upgrades." Rumble was saying. "What were their names? There was like ten of them or something."

::Wait.:: Optimus commanded. ::Are they about to willingly divulge information about the phaser programme?::

"Thirteen I thought."

::Seems so.:: Phage hummed. Her expression belied her sudden boredom. ::But do I care?::

::I do.::

::Now you want to focus on them.::

He shot her a look over the Gray that brooked no amusement on the matter.

"Maybe it was seven?" Rumble blew a raspberry. "Pfft- numbers don't matter. What were their names again?"

Frenzy shrugged. "You think I took the time to remember their names? They were all dead within a quartex."

Rumble vented a long winded sigh and began counting off on his fingers. "Shadowmark and Coldtrace-"

"Of course them." Frenzy shuddered and Phage and Optimus did not miss the note of disgust. "The Brothers." Something in the way Frenzy said that made Phage feel like the 'brothers' was a big 'B,' like how Sunstreaker and Sideswipe were 'the Twins.'

"Reverb, Glint and...Wink?"

"Blink."

"You do remember."

Frenzy grunted. "Has to be. No Decepticon ever had a name as dumb as Wink. Maybe an Autobot..."

Neither Optimus nor Phage rose to the bait.

"Wasn't there a Resonance?"

"I think you mean Resound."

"Was that it? Maybe Rebound."

"I dunno."

It wasn't that important to Rumble, who carried on. "I remember another -Snappet? Snuppet?"

"Snippet."

"Snippet. There it is. Smart son-of-pit-spawn. He was the last one drafted to the program."

"He was the one Megatron thought we had to worry about the most."

When Phage glanced backwards at the two, Rumble held his hands up and twiddled his fingers. He whispered loudly, "He was a mnemosuregon before the phase-drive upgrades."

Phage cocked an eyebrow at the Minicon. She couldn't help the question. "What in the world is a mnemosurgeon?"

"Cerebral doctor."

"Huh." was Phage's non-committal response.

The scintillating Cybertronian script and streams of code behind Optimus were cold light. He elaborated further were the Minicons would not. In one word, Optimus neatly summed up the horror that could be a mnemsurgeon that used their skill for darker intents.

::Bombshell.::

Walking ahead of the Minicons, they did not notice the palor of her transorganic flesh pale to a deathly shade-not all due to the pangs of the resonation.

Bombshell. The creepy crawly transorganic Insecticon that even Megatron and the Decepticons hated. Bombshell whose twisted little cerebro-shells ate their way through the metal helms of Autobots and integrated itself into the processors, damping the autonomous systems of the individual Cybertronian and leaving them open to suggestion-much like the zombie drug Devil's Breath did to humans when ingested. Bombshell- whose cerebro-shells were used on countless humans, including Sparkplug. Her poor uncle who now had a permanent metal plate attached to the back of his skull to cover the entry damage. They were only just lucky that they were able to remove the damn device without it burning out in Sparkplug's brain and killing him, much as it could do to a Cybertronian as well. Much as it had done to a plethora of other humans who weren't so lucky as to have Ratchet as their doctor or Autobots as friends and allies.

"Somebody in upper brass thought a mnemosurgeon phaser was a good idea." Frenzy made an indistinguishable noise that sounded suspiciously like he had tasted bad energon. "I think Megatron smelted them in the Pools when he got the report."

"I thought it was Starscream."

"Pft- he got his comeuppance then." Frenzy shrugged. "If not him, then someone else put in the draft notice."

"Who were the others?" At Frenzy's scowl, Rumble shrugged. "Ri-ght. So there's the Brothers, Shadowmark and Coldtrace, close as can be. Did everything together. I liked those two. My brother and I had drinks with them."

"Before the phase drive upgrade." Frenzy elaborated as if it needed clarification.

"Yeah, before. So, the Brother's get flying colors from the doctors that their systems are most likely to integrate with the new phase drive upgrades. They celebrate, good times all around."

"Pffth. Yeah." Frenzy droned sarcastically. "Good times."

"The Brothers were the first in the program and the first to catch phase rot."

Phage's optics slide back to the Minicons.

::You know about any of this, Op?:: As they had gone on Phage had grown more and more interested in the conversation.

::This? No. We never had names for any of the Decepticons in the phaser program. By the time we realized it was even a thing was when I was nearly assassinated by one.::

::Seriously?::

He nodded. ::After the failed attempt, Megatron shut the program down and deleted all data on the subject. I had chosen Mirage to infiltrate the Decepticon forces to discover what was afoot. When he returned he had only found incomplete deletes and corrupted data. Only that was enough to know that the programme *had* existed.::

"I don't think she knows about phase rot, Rumble."

"I don't think she does either. She wouldn't be jumping if she did."

"I'm going to go out on a limb here," Phage remarked deadpanned, "and say they died."

"Smart aft." Frenzy snipped.

"So remarks everyone I meet." Phage muttered.

"Well they died," Rumble looped the conversation back around, "only in the worse possible way. Go right, here!" Rumble and Frenzy suddenly flanked her. Rumble shouldered her in the thigh, forcing her to take a right turn. She stumbled ahead of the duo and rubbed her thigh. He was quick to continue his story despite her glare, "So one day, one of the Brothers snapped."

"Shadowmark."

Rumble nodded to concur with his counterpart. "Before the Brothers, there was no medical explanation for phase rot. We didn't know the warning signs."

"Damn it all to Pitt if they aren't flashing neon signs."

"The Brother's didn't show up for training so Soundwave, Frenzy and I had to go track them down. We found them in their hab-suite. Shadowmark had been jumping outside of training. The idiot was addicted to phasing as much as the next mnemosuregon was to jacking in. When we showed up half his armor was dissolved."

"So was half his face. He could have been one of the Ravaged from the Hordes of Mortilus."

Across the Gray, Optimus had a hard look in his optic thrown her direction. Phage crossed her arms and snapped defensively, ::I'm not addicted!::

Rumble grimaced at the memory. "Less biblical, you'd think he was hit by Gideon's Glue. You know what that is, noob?"

"I can imagine." She supplied numbly. And she could. By their short description of Shadowmark's condition she really could.

"Hear that, Rumble? She can imagine."

"Pfth, then picture this: Shadowmark murdered his brother while he recharged. By the time we got there Shadowmark was drinking the sentio metallico from Coldtrace's endoskeleton."

Phage gaped. Prime's optics had doubled in size. She stumbled over a false start. "He-he what?"

Rumble repeated himself slowly for dramatic emphasis. "Drinking the sentio metallico from Coldtrace's endoskeleon." Rumble slipped back into his normal pattern of speech as he went on, "He was raving mad about needing to feed. That it would restore him. Of course, everyone knows sentio metallico can restore a mech from fatal wounds-but there wasn't nearly enough of it in Coldtrace's endoskeleton- or anyone for that matter- to fix him! He would have had to bath in the stuff. That's not something that's medically done anyway unless you were an egotistical functionist Council-mech. Otherwise you just pay up for a new body. And that wasn't easy either. Do you realize how many mechs would have to die for Shadowmark to feed off of to restore himself?" Phage's mind spun. It was a rhetoric question. She could quantify that no matter the amount of life it was not worth it. She could not fathom how the Decepticon had murdered his brother to drink the marrow from his bones.

::What. The. Fuck.::

Optimus was shaking his head. ::They're trying to intimidate you before you even reach Megatron.::

Phage stared wide-eyed across the Gray at him. ::I know.:: Her thoughts had gone numb. It was working in ways that it hadn't when Ratchet had just said 'it was dangerous' and Prime had waged a finger at her and said, 'don't use your power under any circumstance.' She was trapped in a paradox – how had she not already degraded?

"We tried to talk him down. Really! But his processor was as degraded as the rest of him. When Shadowmark lunged for us Soundwave terminated him."

Frenzy snapped his fingers. "Clean through the processor."

"The rest of the phasers went much of the same way."

Phage's mouth went dry. She felt sicker than she had a breem ago. She Sensed that even Prime was disturbed by the information. Cannibalism-no matter the species-was cannibalism.

Rumble started counting the phasers off on his fingers again. "Blink failed a leap and never re-materialized. Reverb, Rebound-Resound?-whatever, and Glint started complaining about seeing balls of light and energon running through the walls. The medical officers called that sign of phase rot 'burn through' because of CPU damage. They all terminated on successful assassination missions-except Glint. He was suppose to assassinate Optimus Prime. That didn't happen."

::You were suppose to be assassinated by a mech named 'Glint.'::

::That was his name.:: Prime's thought was disjointed, and another brief snippet of a memory passed from the city. A time back on Cybertron, panic in the Autobot headquarters, Autobots rushing about and screaming about a green shimmer on base. Later, in Ratchet's medbay, Optimus stood nearby as the horrifically degraded corpse raved and howled like a wild animal. The Decepticon's spark gave out in a burst of light and radiation. Ratchet quickly discovered that the phase rot had destablised the chamber. There was nothing Ratchet could have done to save him or the thirteen other unlucky Autobots that had crossed his path before security brought him down.

Phage's words were hollow as she inquired, "What about Snippet?"

"Who-oh. The mnemosurgeon wanna-be phaser? Pffh! Even the ol' doctor contracted early onset phase rot. He thought he was being smart not to say he had burn through, but Soundwave knew better. He had jumpy optics. Started muttering all the time about shadows moving out of place. You know, just how you've been muttering."

Unease settled between them. ::Have we been muttering in front of them?::

::No.:: Optimus reaffirmed. ::Except for when they walked in.:: she Sensed him churning events over before adding, ::There must have been security footage in the cell.::

The avatar of Phage's optics enlarged. ::Oh god. Do you think it had audio?::

::No. It couldn't. We wouldn't be going to Megatron right now if it did. They'd be extracting my spark from you.::

Even her avatar worried her bottom lip. ::You know,:: she said critically, ::if they think I have early stages of burn through we could use that to our advantage. Maybe they have noticed our resonation and are writing it off as phase rot.::

Optimus's avatar shifted marginally, straightening further than before. ::That's the kind of stroke of luck we need right now. If only events continue like that we should have a chance.::

While Phage and Optimus shared their conversation in rapid pace, Rumble was saying, "Eventually, Snippet snapped under the strain and attacked Starscream. I think the ol' Aerial Commander had come down to inspect the progress of the programme or something."

Frenzy put his hand to the side of his mouth and whispered loudly, "It freaked ol' Screamer so bad that he developed the nullification ray to deal with the phasers."

The information hit Phage and Optimus both equally hard. There was irony in there somewhere, Phage just didn't want to spend the energy to examine it. While they were digesting the onslaught of information meant to scare Phage, Rumble made an undistigusable noise. "Who wouldn't be freaked out when you have a mnemosurgeon phaser after you."

"Again, pretty sure Megatron slagged the mech that drafted Snippet to the programme."

"I presume Starscream terminated him." It was Optimus speaking through Phage, who was to preoccupied to formulate words herself as she ran through and processed their stories versus her own experience.

"No." Rumble tapped his cranium. "Soundwave made him heel. Then I hit the control for his 'leash'. Snippet was out in the medbay for awhile before they reversed the phase rot. Not that it mattered in the end. I think he went out the same way as Blink."

Frenzy illustrated with his hands, extending all his fingers outwards suddenly. "Poof!"

A morbid curiosity seized Prime. "Who was Snippet's target?"

Rumble's grin was apparent in his tone. "Optimus Prime, after Glint fragged up."

An cold electric chill zipped down Phage's spine and pooled in her fuel tanks. Lightheadedness swooped in.

::You are one lucky son-of-a-bitch.::

Optimus jerked out of his reprieve at her disjointed thought. He didn't know how to properly respond to that.

"How many Leaps does a phaser make before phase rot sets in?" Optimus had the wisdom to ask while they were engaged on the subject.

"It starts from the first jump and gets worse over time. On average I'd say fifty to seventy leaps before its terminal but when we identified phase rot we were able to start treating it at the outset. So, more in theory." She could feel their optics borrowing into her back. "Given your already showing early stages, I'd say you've made at least twenty prior leaps since you found out you could. The damage should still be reversible. And lucky for you we have the means. If you end up living through your meeting with the Boss femmie, you'll get stuck rolling with Soundwave and the likes of us. You might want to consider how to cozy up to ol' Wavy soon. He's still sore about the cliff escapade."

A slow grin swept across Rumble's face that split it from audio to audio as he watched her expression grow long.

"I wouldn't fit." the words slipped from her throat in a thin whisper.

Rumble laughed.

"I don't know." Frenzy supplied. "You do shrink down to human size using what-subspace displacement? Has to be. Megatron could have you modified into a new cassette for Soundwave. I think he'd be pleased with that." The glow from Frenzy's visor was cold light. His lips twisted into a malicious grin. "Very pleased actually. He'd keep you on a tight leash."

Rumble snickered. "Maybe we should call her Cliffjumper."

Phage didn't say a word but Optimus Sensed the cold dread pooling in her abdomen. ::Don't let them get to you.::

The thought of encouragement ran away from him as he was suddenly slammed with one of Phage's own memories.

\\\

Something was seriously wrong and she couldn't put her finger on it.

Try as she might, she struggled to comprehend why Megatron would go to such lengths to orchestrate an infiltration mission of the Ark just to kidnap her for- a talk. She had expected to be used as a hostage for some loftier aim. Not what actually occurred. Not a sit down to discuss how the Autobots were deceiving her. As if. About recruitment of all things. Pah! And she certainly had not expected him to simply let her walk away when it was over.

She'd nearly fled when all was said and done.

Sweat beaded down her face. The sun was up and unforgiving. Absently she scrubbed at her cheek, wiping away the thin trail of perspiration.

One foot after the other. Slowly but surely, she had to remind herself, she would make her way across the dune lands on the drier eastern side of Mt. St. Hilary. She would be found by the Autobots, she assured herself, or she would arrive at the Ark herself on foot.

Heavens, the Ark never seemed so far away. Except, she supposed, the night she fled the Blackrock estate in Portland when her relationship with Garrison imploded violently.

Her hand went to her throat-

::Where had the Autobots been? Where was Optimus?::

-and fell away.

They had no idea how terrible things had gotten. She hadn't talked to Optimus, or anyone really, in months. She had allowed a bad relationship to consume her life.

It was strange to think it had been only a year ago when the episode felt a lifetime ago. She blinked and glanced at her metallic hands. Was a lifetime ago.

She pushed the memory aside. That was neither here nor there. Why had she even thought about-? She discarded that thought too.

Her mind churned the scenario over with the Decepticons again and again in her head. Why? What was the point?

'Time you were given a choice.' Megatron had said. Ha!

The longer she walked, the longer she had to mull over everything that was said, Megatron's words became weight. A weight that hung heavy in her mind and spread like poison.

::You are the prisoner to the Autobots.::

No. She adamantly reaffirmed. No she wasn't. That was ridiculous.

She couldn't get the image of Megatron out of her head. When she had been so unceremoniously dropped to the meeting point by Starscream and the Seekers she had looked up to find Megatron had claimed a boulder on which to sit his warlord ass. The fusion cannon had been set aside. That alone had been so shocking. Without it he seemed so -nude.

::Innocent.::

No. Not innocent.

When he implored her to listen his voice was sincere. Desperate she would see reason.

::He was telling the truth.::

No. No-

Megatron had a silver tongue. Literally and metaphorically. He was a murderous-

::He was a wise mech.::

Abruptly, she halted and stared long and hard into distant unseen horizons, ignorant of the natural river run off from Mt. St. Hilary that she had been following for about a quarter of a mile. Those weren't her thoughts.

Something flirted in the back recesses of her mind.

She forgot how to breath. Her optics doubled in size.

Something was seriously wrong.

She jerked her head back the way she had come. The plateau she had to slip and slide down was visible in the distance and she thought, if she stared hard enough, she could just make out the dark shapes of the Decepticons watching her from atop.

Fear pounded through her veins. She turned and bolted upstream. The river would eventually wind her back to the Ark. She had to reach the Ark!

A sudden violent stab pierced her brain and exploded outwards in the worse headache she ever had the misfortune to know. It was a pulsing, pounding living hell. She screamed. Her palms pushed hard against her temples. Her legs bucked, suddenly unresponsive to her command. She kissed the earth and tasted dirt.

::You will stay and you will obey.::

The headache lessened incrementally. Panicked, she scrambled to stand and run. The precise sword thrust came again. The headache flared to a living hell. Her legs gave out a second time. She wailed in agony.

In the mindscape of her consciousness there stepped an intruder from the outer recesses into the sanctity of her conscious. It looked like Soundwave, but the swagger of his gait belonged to a pompous fat cat.

::You should have done this the easy way and joined, Phage.:: When he made his first step onto the delicate dark skin of the undersea energon blue ripples pulsed with every footfall. His trajectory had him on a collision course with her. ::Now we do this my way.::

She had always entertained the idea of how wonderful it would be to share her mindscape with someone else who could appreciate the depth and beauty of it all. Never had she imagined it could happen. Or that it would happen like this.

"Get out of my head!"

In her mindspace, Soundwave was nearly upon her before she had the startling realization of self preservation to run from him. He chased her with a brisk measured pace, unperturbed by her efforts.

She had to escape! How did she escape him in her own head?

::You don't. No one ever does.::

Soundwave's hand rose up and flicked his wrist. The motion reminded her of a cat staring down their owner as it callously knocked over an item. With the motion pain lanced through her cranium like lightning and held until his hand dropped.

Her right hand sought purchase in the earth and dug in. She bit back on the scream. Soft pained moans passed her lips.

::Every thought you have passes through me first, Phage. Megatron wants you for your outlier power. And any phasers fall under my jurisdiction. You step out of line I put you back. So let's try this again. Megatron is a wise mech.::

"Get. Out."

For the defiance, Soundwave scrambled her electrical currents in her brain module again. Her hands spasmed and clenched into fists. Knowing what was coming she swallowed the scream and breathed through the pain. When Soundwave dropped his hand, the pain subsided once again.

::We will do this again and again until you obey.::

"Go fuck yourself."

And again, there came the electrical scramble.

It came so suddenly that she wasn't able to choke the scream out. Her short lived scream burned her audio receptors to hear.

::The pain will only end once you submit to Megatron's will. And his will is that you obey. His will is for you to infiltrate the Ark and shut off the security grid.::

She was sucking in ragged shaky breaths between her denta, a twisted grin working its way onto her face. "Fuck you. I just have to out wait you until the Autobots find me. Do you think they're not out looking for me right now? That they won't hear me?"

He flicked his wrist again. Again, the pulsing headache jumped alive and pushed on every inch on the inside of her cranium. She let the scream come. Loud and piercing. Someone had to hear her. Someone-

Soundwave caught up with her and seized her wrist and squeezed mercilessly. He choked the electrical current that ran to her vocalizer. He cut off her screams. She Sensed he was able to do it because he had her.

An overwhelming fear threatened to drown her. She struggled to stay calm as she laid there in the dirt beside the roaring river unable to vocalize. Unable to move. A forgotten and broken toy, trapped in her own head as Soundwave affronted her core consciousness.

::Let me be clear. There are no Autobots within miles of you. No one is coming.::

Suddenly, she understood something in the shared thought from Soundwave. There was underlying information to the thought- an understanding that his telepathy had a limited reach and in that radius he knew there were no Autobots whose electrical thought patterns he could detect. Not yet at least.

And she understood something else when he seized her- that it wasn't an avatar of Soundwave. It was Soundwave. Just as assuredly as he had her.

::By the time I'm done with you, you will be singing Decepticon war songs. Now,:: Soundwave's core consciousness loomed over her in her mindspace, ::who is your lord?::

She steeled herself and broke his hold, an easier thing to do than she realized. Soundwave too, seemed surprised. And she understood it was because very few ever fought back. Very few understood how. Fewer still ever knew that they could. She seized the moment and fled from the undersea and down a cold, rock hewn tunnel. She descended into herself.

::How fascinating. Compartmentalization? I don't often encounter types like you. Do you really think you can hide from me?::

The pompous cat followed after her and quickly became lost in the caverns of her mind. She Sensed he had moved out of his element. That mind-digging wasn't his field. She Sensed his ego led him deeper to find her, to not be outdone by the likes of her. Soundwave traveled down a long winding tunnel and found at its end an old disused wooden cell door long since unlocked.

Hesitation held him outside the door for only a moment. The old iron lock was cold and the door creaked heavily on disused hinges. Inside yielded nothing but shadows darker than the ones behind him.

She Sensed he became perturbed.

Nearby her body lying in the dirt, the river churned and roared angrily, flowing constantly to meet its end over the cliff.

::Where are you? Phage?::

Soundwave had fairly fled the tunnel only to become lost down another. He came upon a long shaft. He was disturbed when he glanced upwards by the countless hands and half formed arms growing from every space in the skyward tunnel, all palms face up. At the extreme end of the shaft, she Sensed that he thought he spied light as far away as the stars. Distant, remote and cold.

She Sensed his disquiet.

Rather than press forward down the only other tunnel in the shaft, Soundwave backpedaled.

::Phage.::

The thought wavered. He was trying to coax a thought from her. He was trying to find her.

Abruptly, Phage sprang to her feet and leapt into the river.

There had been no surface thoughts. No preemptive motivation. Just impulse. An action as instinctive as breathing.

Soundwave panicked. His ancient consciousness raced to escape the winding tunnels of her consciousness, realizing now, too late, her deceit.

::You'll kill us both!::

Laughter sung throughout her mind and was accompanied by a singular thought: "As you so eloquently explained, it's me or my 'bots."

The river carried her swiftly downstream and straight over the edge of the cliff. In the fragile moment of weightlessness as she crested the cliff, her stomach rose to the back of her throat. And then she was plummeting.

Soundwave tore himself free of her head and fled in a panicked rush.

Grinning wildly, Phage entered a leap and phased before she would have struck the water below.

\\\

::Optimus, I – you weren't...you saw that.:: her thought carried a note of finality. Across the Infraspace, her avatar was carding her hands through her synthetic hair.

::It's alright, Phage.::

::That- wasn't the response I was expecting.::

::You were expecting judgment, criticism even. Who would I be to judge the scars on your conscious? My own are numerous.:: his shared thoughts were somber and she Sensed he felt responsible for the scarring, that he should have foreseen that Megatron would discover her outlier power and stage an operation to press gang her into the Decepticons. More than that, she Sensed he hadn't forgiven himself for not realizing it would have happened, even though apologies had long come and gone. ::As you said before, the resonation process will inevitably lead to a mind meld as our sparks attune to one another and lead to other unenviable physical alterations.::

::I didn't say it so much in those words.:: She took a brave step towards him. The Gray reeled back like a fog where she walked and the black waters of her consciousness rushed forward to trail in her wake. ::Although you did put it more delicately than me.::

Optimus Prime stood firm on his half of the golden metal plains, watching her bridge the gap. Something in his stance and the glow of his optics signaled his uncertainty.

::I'm familiar with the process via the combiner programme.::

::Of course.:: She nodded absently before adding gently, ::Optimus what happened wasn't your fault.:: She reached for him as she drew near, a teal and white hand against white space.

::Of course it was.:: His optics reflected his age even as they slipped from hers to her outstretched hand. ::The Seekers slipped into the Ark undetected and kidnapped you out from under me.::

::The Decepticons lured you all away with a decoy raid!:: she countered fiercely, ::Of course they were able to slip in unnoticed.:: When she Sensed he wasn't convinced she reaffirmed, ::It wasn't your fault Optimus. You can't predict the future.::

::But I know the inner workings of Megatron's processor. It was an inevitably he would come for you. If I had-::

::Done what?:: She retorted than flippantly shrugged her shoulders. ::Misfortune finds everyone. Just, please forgive yourself and reassure me about the here and now that this will work. I- you said Megatron wouldn't kill me. That he'd rip me apart for the Matrix. And then what, Optimus? Put me back together and throw me to Soundwave like a bone to a dog?::

Coming to some foreign conclusion on his own, Optimus breached the Gray. Phage stared after him as his long powerful legs ate up the distance in a few strides and met her in the middle. The gray mists chipped like old paint and burned in a chemical fire where he strode. His path was marked by a bridge of scintillating Cybertronian script and numerical code that formed underfoot and connected him back to his half of the hemisphere just the same as hers did.

::It won't come to that.:: The back of his hand reached for her face as her hand rose to meet his. ::I won't let it come to that. You can't either. More than just our lives are at stake.:: His hand turned down, missing her cheek and settled on her shoulder strut and squeezed reassuringly. Her fingers touched the underside of his forearm and settled there. The gesture was as calming as it was familiar. ::If we fail to convince Megatron the consequences will effect all of Earth. You have to get us out of here. I have to get back to my own body. Stay focused. Ignore Rumble and Frenzy and just remember what we discussed::

A sudden rift split his veneer. A vulnerability swept over him. Optimus shifted his weight and before he could give himself a nanoklik to reconsider he rose his hand off her shoulder and cupped her face. Retroactively aligning with his shift, her slender fingers ghosted up his arm and gently pressed his hand to her cheek. ::I didn't want any of this on you, Alo Ata.::

Phage stalled, her face cracked. She felt like she'd just been sucker punched. The blow came harder than when Sparkplug called her Alice.

He jerked his hand off her face. A rare bout of confusion cut his optics. ::What is it? Phage?What did I say?::

"Stop!'

Jarred by the command, Phage jerked to a halt at an nondescript door. When the hydraulic door slid aside soundlessly one of the two Minicons checked her into the washracks. She stumbled into the room but caught herself midstep. Looking back, Rumble gestured aimlessly around the washracks.

"Boss said you get three-thousand astroseconds. No more."

"Pretty gracious of Megatron really."

One of Phage's optical ridges rose incrementally up her forward. "Why?"

Rumble eyed her up and down. "He doesn't conduct business with scrapheaps. Now make it snappy!" Rumble continued when she just stood there staring at them stupidly. "Times ticking."

"With you two-" Phage trailed off, the two Minicons just stood flank on the other side of the door staring back at her, the light of their visors unchanging. She had her own private wash room in her lascivious hab-suite. It had been meant as a high ranking officers quarters, but as she was the only femme on base Prime had assigned it to her. Nobody had disputed Prime, as far as she knew. She had never stepped foot into even the Ark's public washracks.

"Us two what?"

::Just hurry.::

She backpedaled, turned and headed for the long mirror wall ahead. For near a minute Phage was numb to her disheveled appearance.

::Phage.:: She blinked hard. There was an abashed undercurrent to Prime's thought. The femme jerked and numbly began undoing her braid that had degraded to little more than a gathered collection of flyaway's held loosely together. She couldn't recall getting the shower on. Only that she had as she stood in the downpour, watching the grime and energon race from her exostructure and swirl into the drain. Her silver synthetic hair became a curtain around her face as it weighted with the water. Her hands came up underneath and scrubbed at her face before pressing hard at her temples.

"Conduct business." she echoed, a hard edge to her tone. "That's what he wants to call it."

Optimus Prime's consciousness sat smoldering on his half of her cranium. Smoke trailed from the smokestacks of his avatar while the Cybertronian code script burned fiery orange. A spike of unfamiliar inadequacy from Optimus Prime burned in her breast hot as white iron. Phage identified the emotion spot on: an incapability to protect her.

::Your not in your body.:: She tried to soothe his bruised ego.

::If I was...::

::You're not.::

"So, how'd you pick your name?"

"What?" Wrestled out of her conversation with Prime, Phage jerked up, her hands throwing her wet synthetic hair aside. She stared hard at the Minicons in the reflection on the wall.

"We're going to be partners real soon, femmie. Well, so long as the rot doesn't do you in. So I thought I'd start with the basics. How'd you pick your name- Phage." Rumble said. He was leaning against the door frame while Frenzy stood half-in half-out, arms crossed. The purple minicon kept glancing between her and the hallway they had come from. "In mechanical terms it means a trojan horse. Which, lets face it, suits perfectly to your phaser ability. But I thought you didn't find out about that until long after you activated. So how'd you pick it?"

::Do I answer that?:: the question, seemingly so innocent, bewildered her.

Slowly, Prime offered; ::I see no harm.::

"I love books." Phage said gradually, monotoned, expecting cruel laughter and surprised when she got none. "I thought I was being clever by adding an 'h' in 'page.' Turns out, like you so clearly pointed out, that 'phage' actually meant something. I decided to keep the name even after learning its meaning."

"Why?" asked Rumble.

She really wanted to run with her first impression that they were more like rude, squabbling children.

::They are not.:: Optimus quickly shot her down. She felt flustered. Was she openly thought-sharing with him again?

"Why does it matter." she snapped back, flustered with her reoccurring issue with Optimus.

"It doesn't." Rumble shrugged nonchalantly. "Just thought to ask. It's a little odd is all."

Her frustration grew and she became defensive. "It is not odd."

Rumble shrugged again, crossed his arms and his legs and looked aside. "Just strange to me to pick a name that means an infiltration virus hiding a payload while the organic definition means to devour. You could have had any name and you chose to stick with that." his fingers drummed absently on his arm. "I don't know if any of those Auto-drones told you, but on Cybertron you choose the name that suits you whether that's your function or your outlier ability or something about your alternate mode that just sticks out. So you're going to stand there and tell me that after learning what the name meant, you chose to keep it because you felt it suited you."

Maybe it was because she had pinned the minicon brothers as streetwise children of low intellect, but Phage suddenly felt vulnerable and exposed standing under the running water with her armor intact.

She glanced away from their reflections in the mirror and caught her own and wondered, not for the last, if it really was her own. Was the intent of her creation something dark masquerading in the borrowed features of Optimus Prime's favorite human Alicean Witwicky, and if so to what end? What had been the point? What was the point? Her pale face exposed her inner turmoil as her thoughts ate her alive.

Slowly, her optics dropped to her hands and turned them over slowly. "Yes."

Optimus reached for her but she was already backpedaling, retreating back across the bridge she had cut through the divide. It did not fade in her wake. Optimus trailed after her. ::That's why you reacted like you did when I called you Alo Ata! You're suffering an identity crisis? Why didn't you come to me before?::

::I don't go to you for all my little problems.::

She Sensed her response flustered Optimus Prime on a level few could. ::You are her. Phage,:: Optimus emphatically stressed as he followed her, ::You. Are. Her.::

She shook her head slowly, disbelieving. ::Am I? Or do you want me to be.::

"Well, at least you avoided the 'ah' trap." Rumble cackled. "Half of femmes I knew usually didn't."

Between the the questions and crude scare tactics and her struggle with Prime, everything set her short fuse to burn. "You knew femmes." she struck back.

Immediately the minicons became expressionless.

"Yes." Rumble snipped.

"Was that really the best name you could come up with?" jeered Frenzy.

"I had one other that I kept coming back to."

"Yeah? And what was it?"

Phage became hesitate to say.

"Come on-"

Dredging the name pass her pale lips took effort. "Pandora..." The dark blue of her optics burned into her from the mirror. "But I felt it wasn't mine to take."

Rumble titled his head. "Why's that?"

Phage licked her denta. Her optical ridges met together. "It didn't fit the face."

Optimus's avatar had become critical of her. There was that look in his optics like he was trying to solve a puzzle box. ::There was more.:: his head inclined the way it did when he picked up a transmission. ::There was another name and a second half to Pandora.::

Phage's avatar looked away. ::It doesn't matter. I didn't pick the others.::

"See-," Rumble stressed, "there it is. The 'ah' trap. Good that you didn't pick it. Good for you."

::We need to talk.::

She tried to busy herself by braiding her synthetic hair. She didn't care that it was waterlogged.

::There's nothing to talk about.::

::I'm not forcing you to be anything other than who you are.::

::And who am I?:: she implored emphatically, gesturing rapidly. ::I've been asking myself that question for months. I don't know if what's all up here is a copy of Alicean's memories or if I am the sum of all that she was- a reconstitution of her flesh and bones in new form. I keep thinking about the Autobot Spike incident and wondering if there's a body left behind somewhere. And if so what that means for my human condition or, as it stands, my Cybertronian condition? Do I have a soul or a spark? Is there a difference or is it all semantics? Is the soul the point or is it the accumulation of life's experiences? All of which is moot to my conflict of why and for what purpose was I made? And therein lies the true deciding mark for why I settled on Phage.::

::All of your questions are valid concerns, some of which I myself struggled with in my earlier years.::

Her optics had become downcast as she carried on. When she looked up she found Optimus had closed the little distance between them. Out of millenia habit his hand went to her shoulder strut, hesitated then strayed and gently cupped her face. Phage leaned into the reassuring touch. Her thought was delicate. ::Really?::

::Yes. I know I've told you the story before, just not the grittier details. Few, I fear would believe my narrative. Most would prefer to believe the falsehood that when I became Optimus Prime I became the divine infallible extension of Primus himself. The truth is the Matrix houses the Wisdom of the past Primes.:: the way he phrased the thought was as if it should have been common knowledge. ::When I accepted the Matrix I had to contend with all of the past Prime's previous experiences. It was a...jarring time for me. The war was freshly begun, the old functionist government cast down. Cybertronians were scattered and directionless and flocking to Megatron's cause in droves. When I was Chosen I was untested and uncertain as a leader, but I had had many functions by that time: dock worker, archivist and enforcer, and finally warrior. In time my experiences enabled me to connect with my fellow Cybertronians on a level where I could relate to their predicaments and ultimately lead them in battle, gardening a level of trust amongst the troops that Megatron could not. I learned to rely on the Wisdom of the Primes as a guidance in my choices, to use their past victories and failures to gain an unparalleled insight into my own decisions. But that,:: he stressed, ::took time.::

::Some would tell the story that when I became Optimus Prime I was no longer Orion Pax, but that simply isn't true. I was still that same dock worker turned warrior with all of his hopes for a better Cybertron devoid of the corruption that had consumed the end of the Golden Age.:: Optimus had taken to gently stroking her cheek with his thumb over the course of the narrative and was relieved by her content expression. ::And all of his fears and concerns, grief and desires.:: His second hand rose up and joined the first to frame her face. Her optics became half-hooded as she listened, her slim fingers of her left hand entwining with his first hand.

::In relation to the concerns troubling you, I can attest that there is no body left behind, as you put it. Phage,:: he rested his forehead against hers and closed his optics. She mimicked his act of devotion, her face gentling as a deep weight lifted from her conscious. ::You are her. You are Alicean Witwicky and you are Phage. There does not need to be a division. You are one and the same.::

In the wake of his speech, a calm silence settled between their separate halves. It was broken only when Phage hummed softly and muttered airily, ::I've missed your narratives.::

When she opened her optics she found he had already. The soft glow of his liberty blue optics were only for her. ::That can be rectified when I return to my body.::

::And this?:: came her loaded thought-question, indicting their intimate proximity with her optics.

The battle mask clicked and whirled apart, extracting into his helm. Forehead still pressed to hers, he bumped and rubbed olfactories with her in an affectionate Eskimo kiss. Their lips brushed as he spoke. The critical mental synapses bridged between them were electric. ::The lack of this can be rectified too.::

::Bold, Optimus. Bold.:: She Sensed a flare of pride in his ego. ::How did a pep talk,:: she teased gently, smiling, ::turn into this? You were never so informal.::

::How do I edit the underlying data to my own thoughts?:: he moved to close the infinitesimal space left between their lips and suddenly Phage jerked away, leaving the lost kiss on their lips cold. Bewildered, Optimus stared down at her as her face dissolved into shock and mute horror. He Sensed her tense.

::Why couldn't you have told me this sooner?::

Optimus blinked hard. ::You are referring to before the battle. I thought it would be inconsiderate to approach you while you were transitioning to your new life.::

Phage shook her head. ::You noble, romantic fool.:: She disentangled herself from his arms and backed away.

::What?:: They stared hard at each other, uncomprehending. Realization was slow dawning on Optimus's behalf as he decoded her shared-thoughts. ::Your- seeing someone.:: He wanted to demand who. Who, among his Autobots, had the audacity- ::Since when?:: he demanded and forgot all of his emotions would be sent along the thought.

He Sensed her become defensive and realized he'd made a mistake. ::Since after the incident in Wheeljack's labs.::

His optics became narrowed as he slashed names off a shortening list.

::Stop it!:: she hissed, shoving his arm. ::Every time. You've no right to be jealous when you've never taken action.::

::Jealous?!:: Optimus straightened to his full height, the battle mask locking back into its rightful place. He stumbled over false starts. ::I have. Did. You just- I thought- Wait.::

Under Optimus's directive her body jerked alert. At some point her forehead had pressed against the mirror wall and her optics had closed. They opened and flared, finding they were fixed to the floor. He pushed off the mirror and started to look up. "Rumble and Frenzy haven't said anything for fifty-six nanokliks. Something's-"

Something slammed her hard between her shoulder blades.

Phage pistoned forward and collided violently into the mirror. Her head cracked first and the mirror spider-webbed on impact. Stars exploded across her vision and her world tilted crazily. In the reflections cast she saw a set of large fingers dawn around her head like black rays before she felt them latch on and dig into her cranium. It was all a nanokliks intake before she was smashed a second time into the mirror wall. The glass shattered. She lost equilibrium and stumbled. The hand left off her cranium and grabbed her braid and yanked. She whip lashed back and would have collapsed if a second hand didn't seize her arm in a crushing grip. She saw flashes of color, bodies, arms and legs as she was guided in a wide arc and then slammed into an opposing metal wall. She would have bounced off of it if her attacker had not jabbed his elbow into her back and pinned her against it.

Phage's first instinct was to enter a jump. Her body flickered to make the transition, not unlike a real life visual glitch, and she was cruelly reminded of the existence of the null-restraints. The pain that lanced up from her wrists to her CPU was an incalculable level as every atom vibrated to make the jump and abruptly seized- just as had happened on the battlefield before she passed out. Her vision spiraled and nearly collapsed into complete darkness if not for the combined force of will of both her and Prime to hold fast by tender threads. Distantly she registered she was screaming. The horrific experience left her feeling like Windcharger's used and abused tires- burnt, worn down and feeling like the she'd fall apart at the seams.

If she hadn't of been pinned she would have collapsed to the floor and just lied there. She didn't trust her legs to support her own weight.

Dark hollow laughter echoed around the wash racks as her body spasm. Her legs were spread and her attack jammed his knee into her crotch.

"Get it going."

A dial somewhere was turned, the subtle clicking echoed across the expanse of the wash racks, increasing in frequency until it hit its max.

"Motormaster!" Rumble's voice filtered through her disorientation distorted and from somewhere far away. "Stand down!"

The Stunticon leader did not acknowledge the minicon outside of a scoff. "Your the little glitch to blame for the battle today." his voice sounded as if it came from the depths of a deep bellows and rumbled in her right audio. Her transoranic skin crawled when she felt him rest his chin in the crook of her neck. "I've also heard around the cooler that you were the Prime's pet when you were human. Must have continued after your ascension." His knee rubbed between her legs. Between the shock and pain and Phage's revulsion and horror, Prime flared in a protective rage that petered into a frustrated inadequacy at his inability to do anything. The roiling broth of emotions swirled and collapsed in rage. "You look like you're protoform. Were you just his pleasure bot or all of the Autobots? We could continue your function here."

She bite back derisively, "I am nobody's pleasure bot."

"Motormaster!" Rumble tried again but his protests became background noise between Motormaster's voice and her disorientation.

"I disagree." His elbow ground into the middle of her back. "In fact I think you would find me a great replacement for your deceased Prime. I transform into a semi truck too."

"Go to hell." she spat through clenched teeth.

She shifted her weight to lash him with her elbow but Motormaster slammed her head into the wall again. She went slack, barely grasping the tendril threads of consciousness.

"I wouldn't do that." Motormaster's voice drifted from one audio receptor to the other.

"Ready." said another voice.

Desperately Optimus and Phage struggled to fight off the descending darkness. Falling unconscious was unacceptable. They stood a chance to fight back if they could stop her world from spinning and make her limbs obey her, but they were heavy and useless.

Motormaster's leg disappeared from between her legs. He peeled her from the wall and shoved her in the direction he wanted her to go. He never let go of her long braid. He yanked her back when she stumbled too far and she fell on her aft. The back of her head smarted and her massive headache had never really lifted after Optimus had woken up. Reality kept wanting to slip away into darkness.

"Up, pet."

He yanked hard on her braid. Her aft left the ground then hit the floor again. There was laughter from several others somewhere behind them. She and Prime knew that she had to be on the floor, but it kept wanting to tilt to a forty-five degree angle. Motormaster was practically dragging her across the wash racks by her braid.

Disjointedly the thought crossed between them that Phage swore to cut it all off and get a helm.

Phage grit her teeth. In the infraspace, smoke poured from Optimus Prime's smokestacks. Between the both of them was such a miasma of boiling emotions that it just gave way to Prime's rare but furious rage and her short temper. Through joint force of will they commanded her body to function and grabbed at her braid, trying to lessen the pain there as she struggled to her feet and dug her heels into the floor.

"Let go of me! I said let go of me you bastard! I'm a medic protected under-"

"You hear that Stunticons? She plays nursebot too."

There was another round of snickers from the other Decepticons she couldn't get a good view on. She bit her lip to bite back on the slew of venomous words that wanted to pour out.

"Must not be a good one. Optimus Prime died on your watch."

A maddened shriek broke from her lips. "Bastards!"

Abruptly she plunged forward, yanked forward by her braid. She threw out her hands before she hit the floor and her fingers curled around a ledge and came face to face with bubbling boiling oil.

Phage's optics doubled in size. The sweat that began to build on her face was not just from the steam rising from the pool. Her fuelpump hammered wildly against her breastplate.

Immediately, she struggled to push herself away but Motormaster's hand came down hard and latched around the whole of her cranium. He held her cheek close to the surface of the boiling pool.

"Scared?" came his cold cruel drawl. "An oil bath is a wonderful pleasure to loosen the servos. You on the other hand look nervous. Do oil baths not sit well with transorganic flexi-metal?"

"What do you want?" Phage tried to keep her voice calm but the strain pitched her vocals to a shrill edge while she strained to pull her head back against his downward force. She did not think Motormaster was trying all that hard to hold her down. Optimus was seething at the predicament and infuriated at his own inability to do anything. "What is it you want!"

"I want to be enjoying the amenities the Ark has to offer between the volcanic oil baths and the bar, but you stole that from me. And not just me but from my Stunticon brothers here with me too." His fingers kept digging and digging into her cranium as if he was trying to crush her cranium open like an egg. A low cry cresendoed from Phage's lips. "That's what I want, glitch. And somehow you single-handedly stole victory from us! I don't know how someone as insignificant as you could have possibly done that, but damn it all if I'm not going to have my anger out on your aft."

"Come on now, Motormaster!" It was Rumble's voice that drifted through the distorted haze once again. She thought he had been protesting the entirety of the time if that distant warble had been him. "Leave off the femme! Enough is enough!"

The weight of his hand on her head slackened only marginally. From her peripheral vision she saw him shift his head to look over his shoulder strut. "No. It isn't."

"The Boss is going to be furious when-"

"Frag Megatron!" Motormaster roared. "Drag Strip is dead! For what? Tell me that! Where is the final victory Megatron promised? Where is our rewards?"

"Motormaster," Rumble's voice was all stressed patience wrapped in a hard edge, "I know your hurting-"

"Not nearly as much as I'm about to make her."

"Motor-"

He came down with all his strength on her head and abruptly Phage's head went under.


Rumble's optics doubled in size behind his visor. His mouth fell open. He had seen worse tortures performed on mechs over the last five million years- but always on mechs. Never femmes.

"-master! No! Stop! Pull her back up!"

The intensity of her scream could not be muted through the oil. Her fingers flexed sporadically and punched the ledge repeatedly. Her feet fought for purchase on the smooth floor and failed. Motormaster was an allusion of cruel malice as he held her head under and shot the minicons a mocking smirk.

Rumble's servos clicked and whirled to burst into action but stalled when Wildrider reminded him of the barrel of his plasma-energy blaster pressed to the back of his cranium.

"Do you think her flesh will liquidate like a humans?" pitched Wildrider's voice behind him.

"This is a horrible, horrible idea!" said Breakdown anxiously from the doorway where he held his concussion rifle on Frenzy. "If Megatron finds out..."

"I agree with Breakdown." Dead End concurred, standing aside of the rest and with his compressor air gun inclined more towards the floor rather than the minicons.

"Motormaster pull her out!" Anxiety fueled Rumble's shout, "You could be frying her fragile transorganic brain!"

Motormaster yanked Phage back up by her synthetic hair. Her head came out of the oil bath in a woosh, spluttering and spraying black oil through the air and gasping greedily for it in turn. The flexi-metal of her white face was a hot pink hue. Her optics and the fine grooves on her android face burned with a fierce neon green hue where before they had been standard energon blue.

"She doesn't look like she's liquidating to me."

She had barely caught her first breath before Motormaster plunged her back under. Wildrider burst into cruel laughter. The Stunticon leader looked over to his team and shrugged before his optics locked on the minicons. "I don't think Megatron will notice a difference, do you?"

Suddenly, Phage struck out and hit him square across his chestplate with the flat of her fist. Motormaster did not flinch. His laughter was cold as she repeated her efforts to knock him off.

"Now hold on, Motormaster." Wildrider clicked his tongue, his optics fixed on Phage. "You know, I've been really looking forward to fragging the femme." Breakdown and Dead End looked to their companion with measures of disgust. Rumble and Frenzy's visors darkened and their lips pulled downwards in mirrored expressions of distaste. Wildrider's optics lifted to Motormaster. "I think that'll be a lesson to her and reward for us. What do ya say, Motormaster?"

He shrugged. "I get first frag."

Wildrider perked up. "So I can still frag her."

Dead End pulled a face. "I can't believe you'd actually want to frag the Autobot's pleasure bot."

"I look at it like spitting in their optics. Every time they'd look at her they'd think that every 'Con must have fragged her twice." He laughed and nudged Rumble in the back of his helm with the butt of his blaster. "Their little booster juicer becomes their morale drainer. What do you say to that?"

"You're fragged up in the CPU, that's what I say." clipped Rumble around a Billy Idol sneer.

"I agree with the minicon." Dead End spat.

Wildrider's demeanor turned violent. He darted a glare in Dead End's direction and waved his plasma-energy blaster menacingly between him and Rumble. "You on this team or not, Dead End?"

"I am but-"

"Then look me in the face and tell me that doesn't tickle your joystick."

"No."

"No wait, hold on." Breakdown said, waving his empty hand. "I see his point."

"Your both fragged up." Dead End spat.

"Enough!" Rumble shouted. "Motormaster, the Boss wants words with her!"

"I can't imagine why Megatron would want to hear how many Autobots have conquered her."

Wildrider's mood shifted again just as suddenly. He was practically vibrating with excitement. He looked to Motormaster for confirmation. "How are we doing this? Are we taking turns or are we doing this as a team?"

"Motormaster!" Denta gleaming and solvent flying Rumble raged at the Stunticon leader, terrified of the consequences of what Megatron would do to Frenzy and himself for failing to escort her safely to the meeting within their own base. "Pull!Her! Up!"

"I'm leaving." announced Dead End around a grimace. He made to leave the wash racks before he realized he couldn't get pass Breakdown and Frenzy.

"No, your not." Motormaster's cavernous deep voice cut through all the rabble. Dead End's foot came up short as his head whirled in Motormaster's direction. The Stunticon leader had his cyclone rifle drawn on him. With the other he pulled Phage out of the pool. "You're staying with the gang."

The femme's desperate noisy gasps for air mingled with Wildrider's burst of hysterical laughter. "Let him go, Motormaster. We both know he's just going to hang outside until we're done. I'll call you when it's your turn. Might be awhile though. I'm going to have so much fun desecrating the Autobots whore."

Even if for separate reasons Dead End, like the Minicons, had the decency to look disgusted. "Like I want Autobot sloppy secondhands."

"But it might not be Autobot secondhands," Wildrider stressed, "It could just be Optimus Prime's. I'd frag her just for that alone. Stick it to the dead Prime. To the winners go the spoils, that's what Drag Strip would say."

Dead End shook his head. "Where did you even hear that."

"I saw her weeping over Prime's corpse and Megatron had to haul her off. And everyone knows she was around Prime as much as a human as that other one hangs with the yellow Autobot."

"She might not be."

Abruptly, Motormaster said with a leer, "I'll frag her double in every port if even for a nanoklik she could be the Prime's. The rest of you are going to have to wait."

"She isn't!" Rumble snapped off suddenly, his voice failing to disguise his stress. "She's been rolling with the Lamborgini Twins you drones!"

"See!" Wildrider said with a wave of his hand. "Straight from the espionage department themselves! She's Prime's glitch or all of theirs. I won't miss fragging the junk in that trunk over semantics."

"How on Cybertron did you come to that conclusion? I just said we've seen her hanging with the Twins. You do know who I'm talkin' about right, Wildrider?"

"Tch. Yeah. The un-killable duo. If she wasn't Prime's lady why would she have the Twins as her phalanx?"

Rumble's visor retracted long enough for him to rub at his optics. He was muttering a string of slurs under his breath in Cybertronian til he finally snapped.

"Motormaster," stressed Rumble methodically, a final gambit at diplomacy. "When the Boss finds out what you've done to Phage, and he will, he'll visit down on all your heads some old fashioned gladiatorial dismantling."

Motormaster's glare could have frozen energon. "When he finds out we'll be long gone. We've had our repairs. We're just collecting our reward for the battle and we're out. For good. Megatron can shift through her remains when we're finished."

"You know," Frenzy said suddenly around a deepening sneer, "we can't let you do that."

"I thought we made it clear, you two try anything..." Wildrider tapped his blaster barrel against the back of Rumble's head.

Rumble clicked his tongue, glancing sidelong at his brother. "The younger generation has no respect for their elders. We're going to have to teach them manners on the Boss's behalf and save the damsel in distress, isn't that right Frenzy?"

A slow grin pulled at both corners of Frenzy's lips.

::Dead!:: The undersea in Phage's immediate vicinity caught aflame with green chemical fire and quickly spread outward. ::I want him dead. I want them all dead!::

Adrenaline crashed hard through her systems, consuming all other sensations of pain and exhaustion to fuel the flame.

Optimus soaked in the familiar sensation. It was more than the rush of adrenaline. The sudden energy that burned through her circuits he likened to a boost from the Matrix, only he knew that wasn't possible. His spark was doused in its Light, so he wondered offhand if their resonating sparks allowed her to pull Matrix energy from him.

As enraged as Prime was, smoke pouring from his smokestacks in copious amounts, he despaired at her bloodthirsty outcry. ::I can't do that in this condition.::

Her lips twisted in contempt. Her optics burned a savage green fire. ::Humans do it 'in this condition' all the time. I can get creative for the two of us. I have a laser scalpel in my subspace pocket-one quick slice to the neck cables to sever the energon flow or a jab straight through his damn optic should be enough to reach the brain module!::

Optimus knew straight away a few things: the innocence of Alicean had died long ago but that was far from any new intel, and calming Phage would not be easy. Instead of diplomacy, Optimus opted for another road a few shades less dark. ::Phage, let me.::

As always the thought came loaded with underlying tones and implications. Phage picked up on Prime's and relented to his control. ::Wreck them then. That'll be fine by me. Just put him to within an inch of his life.::

Unified in one goal, Optimus Prime slammed outwards with her elbow hard and connected solidly with Motormaster's fuel tanks. The blow caught him off guard. The Stunticon leader groaned and doubled over, shocked by the power behind the jab. It was quickly followed by another and another, the last catching him across the mouth. A spew of volatile colorful expletives in Cybertronian and English lashed out from Motormaster's vocal processor. All the same, he let go and backed away, fingering at his jaw and spitting out a loosen denta.

All of this happened at the same moment that a sudden explosion of white noise shrieked through the washracks with the intensity of one of Thundercracker's sonic booms.

All of the glass walls shattered. The standing Stunticons lost balance. The hydraulic door suddenly misfired and munched Breakdown between itself and the frame.

Frenzy threw his head back and roared an energon curdling scream that matched the mania-inducing frequency of his 'battle cry' sonic boom before lunging for the disoriented Dead End.

Riding command of Phage's body, Optimus leapt up from a prone position to her feet, her braid flying out in a wide arc and spraying black oil along a scatter path. Quick flurry of precision strikes lanced out from the femme, the assurity of the martial techniques backed by Prime's millenias of practice. First strike struck Motormaster in his exposed neck cables and silenced the mech. Second saw him disarmed. The third saw Prime delivering savage punishment unto Motormaster with a series of powerful jabs into his midsection.

Sharply the femme twisted at the waist, clapped her hands together and slugged Motormaster hard across the face with Optimus Prime's signature move. The Decepticon toppled into the boiling oil bath.

Optimus directed her body to backpedal and while cycling air through her systems he turned her hands over for inspection, amazed at the surge of vitality and strength.

"That won't harm him." noted Optimus as her voice reflexively dropped a few octaves and settled into his usual measured syntax.

"I know." she remarked briskly.

As one they turned to address the rest of the Stunticons and Minicons, only Phage's consciousness reeled back at the sight that she saw. Optimus was use to the carnage the Minicons could wreck but the shock disjointed their unison and her body stalled.

Rumble maintained his cool as the wash racks descended into utter chaos. For the minicon, Frenzy's sonic attack and beserker war cries were nothing new. As everyone around him lost their equilibrium or suffered minor malfunctions, Rumble calmly transformed his right arm into his signature pile driver, turned on his heel, and pistoned it straight into Wildrider's midsection. The mentally questionable Stunticon seemed to instantly teleport from the impact and collide with the far wall with such force that he went straight through into the adjoining room.

Rumble transformed his arm back and laughed as he turned back on his heel. "Bunch of scrap-talking upstarts! Wouldn't you say, Frenzy? Frenzy!"

The other minicon was astride Dead End as he delivered one merciless blow after the other anywhere he could land a punch, even if he had to knock aside Dead End's hands raised in supplication. Dead End's pleas for pity had long ceased when he realized there was no getting through the minicon's head. When Rumble turned around, Frenzy slammed a fist into the mech's face with such force that the Stunticon was knocked senseless. He seized on the opportunity by grabbing Dead End by the neck guard, hauling him off the ground and ripping into his exposed throat cables with his denta.

"Whoa! Whoa there! Hey, bro. How about you drop Dead End and cut the music. Sound like a plan? We can listen to something more easy going. How about Enjoy the Silence by Depeche Mode?"

Frenzy let Dead End drop to the floor like so much useless scrap and stood, scrubbing away the lifeblood from his chin. The minicon was heaving and scanning the washracks for additional signs of enemies. His optics alighted on Phage and maintained sight. "I hate that song." He did shut off the high pitched frequency noise. "You play it too much."

"Fleetwood Mac?"

The deadpanned glare Frenzy shot Rumble's way told Phage and Optimus that that too was apparently played too much.

Rumble caught her optic and grinned widely. "Damn. Thundercracker said you hit hard. I didn't believe him. You're-uh, all there right? Upstairs I mean. You seem alright."

Phage didn't move. She didn't know how to respond. Neither did Optimus Prime. She felt better now, if that was an answer. She didn't think it was one though.

Frenzy turned on his heel and his visor flashed vibrantly. "What's with the green optics?"

Motormaster exploded up from the oil pool in a glistening shower of black rain. Hearing his emergence, Phage chose her fate and rushed to join Rumble and Frenzy. Motormaster set his jaw back in place. "The glitch has some mettle after all. Did Prime teach you that trick in some one-on-one tutelage?" the way that Motormaster implied 'tutelage' was not in the sense of martial sparring.

Rumble pushed her towards the door. "Too far, Motormaster. I warned you." Frenzy spat solvent and energon in Motormaster's general direction before tailing his brother. "Don't know how far you'll get now carrying these dead weights. Looks like you'll have to stay longer for repairs. I'm sure the Boss will be wanting a word with you then."

Motormaster's optics burned into them as Rumble practically pushed her out of the wash racks. When the door slide open perfectly for them to pass, Breakdown hit the floor and didn't move. Frenzy eyed him lazily as they passed over him. "He's going to need a Medbay soon or else he'll terminate."

"Forget him. The Boss is going to blow a gasket when he hears what they did."

Frenzy mulled the thought over for half a nanoklik. "They'll wish we terminated them."

Not half a breem later the two slipped back into their usual pattern as before, shocking Phage with how normal they treated the whole escapade.

She was teetering between reeling from the whole event and riding on the burn of her blood lust. Optimus was trying to navigate her to a calm focal point.

::You were right.:: Her thought was scattered. ::I don't think I can look at them,:: her thought indicated the Minicons, ::the same way ever again.:: Optimus did not respond to her right away. She did not need to Sense him to see something was troubling him. She reached for him and found his steady frame to lean against. ::Optimus?::

His optics flared and settled and fixed on her. ::The Gray is gone.::

It took her a moment to comprehend. She glanced around. ::Aye. Yes. It is.:: Her oceans ran aground of his Cybertronian plains before the spheroid city fortress. They stood there, on the metallic beach she supposed to call it. Her hand settled more firmly on his arm. Everything in the Infraspace was still. There was no wind to stir the tides to shore.

He chose his next thoughts carefully. ::If I had my way, I wouldn't put you with your short temper in the same room with Megatron. As it is relatively out of my hands I have to ask, are you capable of this? I'll risk the drivers seat if-::

Her temper had far from settled to coals. ::I can do this.::

He Sensed it was more than pride. She didn't want him to find her incapable. She didn't want to disappoint.