title: "is it just me, or is he losing it?"

Fandom: Transformers Prime

Summary: Knock Out wasn't there. Again.

A/N: Saw S2 ep.8. Gave me more stuff to incorporate into this fic, gave it more direction. Ep.8-inspired material doesn't all show up in this chapter, but it will eventually. Last chapter I just took a guilty interest in Knock Out absent while his partner was in trouble again when trying to make up for the last time he was gone-and in that process end up losing his partner for good.

chapter 2

Megatron paused over Knock Out's report.

"It had Optimus' voice?"

The medic nodded. "Yes, Master. It sounded like Prime, and it said something Prime would've known, him or...him or Breakdown. And Breakdown, he...he might be more likely. Between the two, we know that only Breakdown...he was the only to be captured by MECH. Seems like they would have more of an opportunity to...to pick around his brain, than Optimus Prime. Breakdown-he never said they had, but he was unconscious for a time, who knows what they could've done while he was out. There was only so much I could determine what happened from his injuries..." Knock Out trailed off, eyes narrowing. He shook his head, and continued with a sarcastic sneer and a bitter scowl. "Of course, they could've caught Prime and the Autobots took him back without us knowing."

The younger medic folded his arms, his frown deepening as he continued. "MECH could probably record enough of Prime's voice to duplicate it, but it's harder to see them getting at his memories if they never caught him. Unless I'm gravely underestimating their long-distance technological capabilities..."

Knock Out finally stopped, knowing he was rambling and repeating what he'd reported, but Megatron was the one who had stopped reading and asked.

Megatron scanned the report again, Knock Out waiting and Soundwave silently looming along with Dreadwing.

"And MECH's attempt at a Transformer only had its skeleton and Breakdown's optic?"

Knock Out immediately started to nod-then stopped, eyes widening.

"...I'm not certain, Master," he quietly admitted. "I had only been focused on retrieving Breakdown's optic."

The medic tensed, waiting for Megatron's outburst, if his narrowing glare was any prelude.

Soundwave stepped forward, text flitting across his screen. 'Knock Out and I were unaware of MECH trying to create their own Transformer. Intelligence only demonstrated that Breakdown's optic still survived.'

"And as Knock Out himself admitted in his report, he had not expected the prototype to speak, let alone in Optimus Prime's voice. Not to mention referencing an event that should predate said prototype's inception," Dreadwing softly added. "He was clearly caught off guard."

Megatron regarded Soundwave and Dreadwing, still looking incensed but calming down a bit. Knock Out blinked at the two essentially coming to his defense.

"Even so, I expect him to be more adaptable and observant," Megatron still snapped out, and Knock Out inclined his head.

"What now, Master?" He asked, still uncharacteristically quiet.

Megatron regarded his medic. "For now, return to your regular duties."

Knock Out stilled, and looked back up. "But MECH-"

"-is not your concern at the moment." Megatron began to turn his back on Knock Out, finalizing his dismissal.

"Sir, you said Breakdown's remains couldn't be found; either it was Airachnid who took them for parts, or MECH grabbed-"

"Knock Out," Megatron warned his medic with a hiss, eyes flashing, but back still turned to the smaller 'Con.

"-them to finish that prototype-"

"What part of, 'return to your regular duties,' did you not understand?"

"MECH should be a priority now-!"

"Are you suggesting that I do not appreciate the threat, or presume to know better than I?" Megatron asked, deathly low, finally turning back to Knock Out.

Knock Out worked his mouth wordlessly for a moment, trying to find the proper response. "I-"

"You are operating under the assumption that any action taken against MECH would include you," Megatron said, unquestioning.

The Decepticon Lord's eyes narrowed when something seemed to snap further within Knock Out.

"I have to go-!" (Silently adding he couldn't stay behind this time, there was no Starscream to order him to stay, there was no medical help to offer, only sheer destruction and retrieval of his partner's remains.)

"Not when your judgment is so compromised-"

"It isn't-"

"Do not take me for a fool, Doctor!" Megatron snarled. "You did not even retain enough of your senses to properly examine the prototype for any other stolen parts, let alone completely dismantle it when you had the chance!"

Knock Out glared, pressing on mutinously. "If you hadn't just ditched Breakdown back then and finished MECH off from the start we wouldn't even be in this situation-!"

Megatron snapped out a claw, backhanding Knock Out. The smaller Cybertronian slammed to the floor with a sickening thud.

Soundwave somehow grew even more still; Dreadwing's eyes narrowed and his frown further thinned; but neither went to help Knock Out to his feet.

Knock Out swiped at his split lip, while Megatron towered over him.

"Do not question my authority, Doctor," the older 'Con said in a dangerously soft voice.

Eyes wild, Knock Out snapped, "Of course, Master! If you can't take it from Starscream, you can't take it from anyone-!"

Knock Out spluttered as Megatron yanked him up by his throat. Megatron noted the medic had enough sense not to protest anymore, arms not scrambling at the iron-clad grip on his throat but lying limp at his sides, with a slight violent tremble across them as his throat was constricted.

Finally Soundwave stepped forward, placing a claw on Megatron's shoulder. Megatron turned to him, but kept Knock Out gagging and compliant in his grip.

Text scrolled across Soundwave's facial shield again: 'I was the one who did not inform you of what Knock Out and I were up to. I denied Knock Out further back-up when he invaded that MECH base, with only the objective to retrieve Breakdown's optic. There was no one to support the doctor when he faltered from shock.'

Megatron counted to three in his head, then released Knock Out. Rather gently too. He set Knock Out down instead of dropping him, steadying the younger 'Con when he swayed and almost fell. Still he whispered in Knock Out's audio receptor, "Get out of my sight. Now."

Knock Out quietly obeyed this time, limping off the bridge.

###

Regular duties did include scouting for Energon. Soundwave accompanied Knock Out, making it easier to pretend he wasn't even there, which ruled out even trying to look closely at why it was specifically Soundwave that came.

Like other patrols with Breakdown before, it devolved into a fight with the Autobots. Knock Out felt something satisfactorily boil over as shots were fired and he swept out his Energon prod straight for Optimus Prime ("...rims...sweet...rims..." that prototype had croaked in the duplicate voice Knock Out listened to instead of being with his partner, who probably lay dying even then).

He heard the crackle of the groundbridge as reinforcements arrived. Knock Out spared a glance to confirm that Soundwave had left his side in the chaos of battle, saw him faraway and dealing with the yellow scout. The Troopers were a rush and focused on the enemy and each other, trying to lessen their proclivity for being mowed down.

Knock Out thought he should feel a trickle of fear at the prospect of being truly alone on the battlefield, but he still felt that heady rush of adrenaline and...anger. Yes, it was anger. He needed to—or at least try to—beat the scrap out of something, even if it wasn't Airachnid or MECH.

Feeling a flash of irritation as Arcee intercepted his struggle with Prime and took over, Knock Out shook it off, any enemy target would do right this fraggin' moment. (she's the wrong shade of blue anyway, wrong shadewrongshadewrongshade)

Arcee did a quick twist Knock Out didn't quite comprehend to his detriment, grappling and using his own momentum to slam him into the canyon wall. The medic scrambled to rise, but Arcee's gun clicked faster, and Knock Out was disturbed to still feel no fear, absolutely nothing at the thought of having his head blasted off and dying. For Primus' sake, what the frag was wrong with him, was he fraggin' suicidal now, he shouldn't be suicidal, it was damned impractical; but still no fear or survival instinct rose up, perhaps it was shock still, yes, it was shock, had to be, he was going to die of shock or damn close to it, this would be of no use to Breakdown-

And then there was a sudden large flash of blue that shielded Knock Out, and his spark froze.

You're not dead of course you're not dead you're invincible it was just a mistake Dreadwing made he was wro

"Knock Out, get up," and it was not Breakdown's voice but Dreadwing's, and it was not Breakdown's face that turned to him but Dreadwing's, and how could he have mistaken Dreadwing's blue for his partner's for even a moment, that was the wrong shade wrong shadewrongshadewrongshade-

Jaw clenching, Knock Out snarled at Dreadwing while he rose up and shoved the larger 'Con away. Dreadwing only swayed slightly, looking down at him with shocked eyes.

"What in the name of Primus do you think you're doing?"

"Assisting you," Dreadwing said calmly, the shock shifting to a narrowed glance.

"Did I ask for your help?" Knock Out kept screaming, poking the larger 'Con a little too hard with his prod.

"Certainly looked like you required it-"

The medic jaggedly swung the prod at Dreadwing, who deftly sidestepped. "I don't need you or anyone to fight my battles!"

And Knock Out transformed and rushed Bulkhead, both flying off a cliff. It wasn't too high, and they soon hit the ground. Knock Out pressed his advantage and continued to take advantage of Bulkhead's shock, grinding his wheels into Bulkhead's face-

But his vehicle form soon lost its balance, and Bulkhead tossed him off with a yell of rage and pain. Flipped on his side, Knock Out looked back, dazed; an upside down Bulkhead held one of his tires in his grip.

Bulkhead was peppered with laser fire from Troopers above, and Knock Out transformed, flicking out his prod again.

"Decepticons, retreat!" Dreadwing shouted as he joined the Troopers' side.

Knock Out was incensed. He shouted at Dreadwing, whipping his prod about. "They're not all dead yet, we can't run when we could fight—!"

And realizing what he was saying, Knock Out felt the urge to purge his chassis of their digested Energon contents overwhelm him. (That was Breakdown's line. This was nowhere in the script. He'd never hear his puns again.)

Snarling and shaking, Knock Out saw an absolutely unappealing haze of red and dashed forward, prod raised for the Autobot—

Soundwave flew down and transformed, landing in front of him and deftly catching his prod arm. He stabbed a claw up at the Troopers and Dreadwing still providing cover fire.

Knock Out swore, but submitted to Soundwave, remembering how easily he'd dealt with Airachnid and why for Primus' sake why didn't the flyer kill her then why why why-

His claws shaking horribly, Knock Out scrambled up the cliff face. Once he was up, their groundbridge lit up, and the Troopers ran in, Soundwave flew in, and Dreadwing did not go in until Knock Out had entered.

###

The Troopers had discussed it, and had rather soundly criticized themselves for failing to keep a closer eye on Knock Out during the fight and letting normal instinct take over. Instinct had to be adjusted. There would be no Breakdown to have Knock Out's back in any more battles.

There would be no more Breakdown to make small talk with either of them (Petrol had been the one listening to the larger 'Con share how he thought Airachnid oddly intriguing, and now the conversation stung like acid). No Breakdown to sternly check on them, only to encourage their hard work later. No Breakdown to gleefully lead the charge ahead of them and make them feel bolder and less like cannon fodder.

It was agreed that Breakdown would want someone to keep an eye on Knock Out, and the medic had shared his partner's kindness to the Troopers, treating them well in the infirmary. And so the Troopers would keep a closer eye on their doctor.

At first they thought that would only pertain to the battlefield, but eventually Trooper Shiv noticed that Knock Out had not gone racing since the Incident.

Petrol volunteered to approach Knock Out first.

"Sir, Shiv and I are gonna let off some steam at the race track-wanna come?"

It felt surreal, proposing a race to Knock Out; before it had always been the reverse (but before there had been Breakdown).

Knock Out momentarily blinked from the computer screen reflecting green back at him. He looked briefly to Petrol, then shook his head. "What? No, I have too much work to do—"

All you've done is work since Breakdown died, but Petrol choked back that response.

"—you two go on and enjoy yourselves." His voice distracted and distant.

And Petrol left Knock Out to his Synth-En formula researching, sadly sharing the news with her kin.

###

Knock Out had not been sleeping well. Or at all after the first nightmare. He threw himself into tending to damaged members of the Nemesis crew and research into Synth-En when there was no one to be fixed. Knock Out had to be reminded to take his Energon ration. Turning into a complete workaholic helped nothing, sleep eluded him still. The thought of racing no longer moved him.

Soundwave took him aside.

"Where are we going?" Knock Out asked, trying to make his voice as loud and obnoxious as possible. He blinked when he realized they were outside the door to one of the training halls. The medic scowled; he had to be really out of it to not realize their destination by the direction they were going, just letting the Nemesis walls blur before his eyes.

"What's the point, Breakdown's gone," Knock Out spat out, voice still tinged with bitterness. Soundwave had been trying to help them fight better together as a team before, ever since he'd played back audio of Bulkhead calling Knock Out a landing pad for Breakdown.

Soundwave simply stabbed a claw into the hall, and Knock Out groaned but obeyed, feeling distinctly like a scolded sparkling.

The one-on-one sparring session had been grueling, but Knock Out had finally slept that light without any dreams. In the morning, the medic thanked Soundwave.

The only acknowledgment Soundwave made was sparring with him again that evening.

###

Father was gone, and Chimera Project could finally wake up.

No, he did not want that name anymore—Nemesis. The Other had pictures of a pretty ship called Nemesis that would show all sparkly like in his processor. Chimera would be Nemesis. He liked it. That would be his, all his.

His. His eye.

Only one glowed.

Nemesis wanted the other one back.

Knock Out, the Other supplied, and Nemesis felt a hot flash of something he did not understand.

He didn't like it.

A/N: Gonna get into my interepretation of Nemesis Prime, while hoping he does make a comeback in canon with sentience and Cloning Blues eventually.