"As the caterpillar hangs from the branch mid-metamorphosis, a marvelous miracle of nature occurs within." Prowl watched the television slack-jawed as the once caterpillar emerged from the cocoon as a butterfly. It was the most amazing thing he'd ever seen. Then Bumblebee changed the channel. Deafeningly loud rock music blasted from the sound system. Prowl was knocked onto his back from the sheer force of the sound.

"Hey Prowl, hope you don't mind that I changed it to something that won't bore us to tears. You don't? Thanks Prowl, you're the best," Bumblebee lied back on the couch and smiled. Prowl got on all fours and positioned himself, just as the cat had done. Then pounced! He knocked Bumblebee down and landed on top of him. Then as quickly as he'd gotten on him, Prowl pounced off then away.

"What's gotten into him?" Bulkhead wondered.

"Oh yeah! Sure! Go on while the rest of us have some FUN!" Bumblebee shouted.

"Speaking of fun," Sari intruded, "I say we get this sleepover started."

"Sleepover?" Bulkhead scratched his head.

"It's where a bunch of friends get together and play, tell stories. Ya know? Hang out," Sari explained.

"So where do we hang this out?" Optimus picked up a sleeping bag and looked through it.

"You don't hang it," Sari giggled, "You sleep in it. But! Remember, the first rule of sleepovers: No one sleeps."

"Ooh, this sleepover stuff is hard," Bulkhead rubbed his temples.

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Meanwhile, right under the Autobots' noses, the Megatron-possessed pocketbot was scuttling though the factory searching.

"You Autobot fools are the keepers of the AllSpark?" Megatron said to himself, "This must be some kind of cosmic idea of a joke." Roughly two hours later, he was still looking.

"The AllSpark must be here somewhere," he assured himself.

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Back at the base, Sari's sleepover had begun with Bumblebee and Bulkhead playing Holo-Twister.

"Left hand on green!" she announced. Bulkhead reached for the nearest green, but his girth prevented him. Bumblebee was also blocked by Bulkhead's mass.

"So, this is some kind of dexterity exercise?" Optimus observed.

"It's a game," Sari answered, "Ya know? For fun. Now, right foot on orange!" Sari pressed a button on the board and some untouched blocks flashed orange. Bumblebee noticed Prowl walking to the kitchen.

"Hey Prowl!" he called, "You're all into that whole 'balance and agility' junk. Why not lending a hand? Or a right foot?" Prowl sighed. He leapt up and landed with his left hand on a green block, followed by his right on red, then right foot on orange and left foot on purple. Bulkhead gasped. All of the blocks flashed different colors and turned off. Prowl easily rolled out of his contorted position and went back to the kitchen. Bulkhead's arms gave out and he landed on top of Bumblebee's head.

"Hey! Where ya goin?" Bulkhead asked. Bumblebee managed to force his head out from underneath Bulkhead's gut.

"What's the matter? We not 'still' enough for you?" Bumblebee called, "Well ya know what ?! Fine! Hope you enjoy watching THE GRASS GROW!"

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"The search is futile!" Megatron concluded, "I've searched all over this facility and come out with nothing!" Then Megatron came up with a thought that cheered him up if just a little. "At least I can still annihilate the Autobots responsible for my fall…"

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"And then, the old man vanished! In a cackle of evil laughter," Sari whispered loudly with the flashlight purposely placed under her chin for maximum eerie.

"Ahem," Ratchet interrupted, "What would the point of this story be anyway?"

"You're always supposed to tell scary stories at slumber parties," she answered.

"Well I'm not scared," Bumblebee smiled and puffed out his chest with his fists on his waist.

"Oh don't worry, I'm only just getting to the good part," Sari sneered. Behind her back, she inserted her key into a nearby crane. "Then, with the old man gone, the three children were now all alone in the spooky house," Sari continued, "Then, just when they thought the scares had ended, there was a horrible scraping noise." She manipulated the crane to scratch against the ground causing a loud metallic screech.

"Did you guys hear that?!" Bumblebee gasped.

"What's the matter Bee? Feeling scared yet?" Sari grinned.

"I already told you, I'm not scared!"

"Good then, back to the story," she smiled, "Then, the old man's ghost, sneaked up behind the youngest kid," the crane moved right behind Bumblebee who was doing his best to hide how badly he was shaking and sweating, "And then—!"

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Prowl was meditating in his room. But Bumblebee had once again ruined Prowl's concentration. This time with a horrible scream. Prowl sighed. Would he ever get some peace and quiet?

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"AAAAAHH! PUTMEDOWN! PUTMEDOWN! PUTMEDOWN!" Bumblebee demanded.

"Too sweet!" Sari laughed, "You shoulda heard yourself scream Bumblebee!" The crane set down Bumblebee and patted him on the head. Bumblebee pulled his jacket over his head and pouted (with a blush).

***************************************************************

"Laugh now child," Megatron told the image of Sari laughing, "for I will show you true fear." The pocket-bot crawled to the control panel of the factory and opened up the casing to the wiring. It began to rewire the circuitry then inserted a cord into a drive.

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"Sari how'd you do that?" Prime asked her. The crane tapped Bumblebee on the head earning an "Ow!" from the Autobot.

"It's my key. It doesn't just fix you guys up. I found out that I can do all kinds of other stuff with it too!" Sari told them. Then, the remaining lights went off, and red lasers moved across the area. All of the cranes and machinery on the assembly lines started moving.

"That, though, wasn't me," Sari peeped.