Please note that this IS slash (as in man on man action) so if you don't like it, don't read past these words! You have been warned.

Title: Mile High Club

Pairing: Humanized Lockdown/Devcon

Verse: Humanized AU, but meant to take place in Animated

Rating: Pg-13 for molestation

Warning: Some inappropriate touchings on a plane, but nothing you couldn't watch on prime time TV.

Summery: Lockdown isn't afraid of anything, but Devcon finds evidence to the contrary on a little plane ride...

Disclaimer: I don't own Transformers, because if I did, it would pretty much all be porn.

Lockdown helped Devcon open a large rolling door. The old aluminum covered fence creaked and rattled over the cracked pavement. The brunette ducked in before the door was fully open, walking off into the interior of the garage. Lockdown gave the door a final shove and it banged into the stop.

"Real classy place you got here, Dev," Lockdown said.

"Doesn't have to be classy," Devcon said from beside a tarp covered something large. "Just has to be quiet."

He tugged the dusty cloth and it fell away. A small, older model plane sat uncovered in the middle of the large space. Its white wings stretched a good ten to fifteen feet above them. The blue and white paint matched Devcon's Lotus. If it wasn't for the large silver propeller on the nose, and the big tail standing up on the back, it could have been the car's larger twin. A twinge of unease rippled through Lockdown's gut, but he pushed it down until it disappeared.

"Didn't figure you for an antique collector." He crossed his arms and leaned up against an oil splattered work bench.

Devcon chuckled and ran his hand down the blue side as he circled the craft. "There's a lot you don't know about me, Lockdown," he said.

"Why do you have this hunk of junk anyways?"

"Obviously to fly it."

Lockdown arched an eyebrow. "You can fly?"

Devcon opened the right side door and peered in at the interior. "I have my pilot's license for civilian aircraft and I've spent hundreds of hours in an F-22 cockpit."

The hair on Lockdown's arms stood on end. He covered, smoothing them back down with a nonchalant uncrossing of his arms. "You fly jets but you own this relic?"

"I earned my wings in a plane like this," Devcon said. "It brings back memories of flight boot camp."

"Ex-Air Force? Fuck, you weren't kidding when you said I didn't know you."

Devcon circled around the tail, back around to the front and messed with the propeller. "Maybe you should ask me more then just 'wanta' fuck?' or 'are you in the mood?'"

"But those are my favorite questions," Lockdown said.

"Yeah, I can tell," Devcon said, straightened up. "Now come on and get in."

Lockdown grit his teeth for a second before he got control over his jaw. "What?"

Devcon kicked a pair of 2x4's out from the in front of the wheels. "I said get in, we're going up."

"No."

Devcon turned, his eyebrows arched. "No?" he repeated. "What do you mean, no?"

Lockdown shrugged, doing his best to keep cool. "You take your little toy up for a ride. I'll wait in the car."

Devcon stopped what he was doing and stared at him. "I already got it ready for both of us, and booked the air time. Get your ass in and let's go already." He opened the passenger side door and pointed.

"I'm good right here," Lockdown said, lifting his chin.

"Quit fucking around," Devcon said, his eyes narrowing. "Get in."

Lockdown shook his head. "No."

"Get your ass in the plane. I mean it."

"So do I. No."

Devcon slammed the door and stormed over. Lockdown felt a purr bubble up in his throat when those flashing blue eyes locked with his. Devcon stood in front of him, hip cocked to the side to hold his weight, but Lockdown saw it as a sassy invitation to touch. He reached out, but his hands were slapped away. Devcon put a hands on the bench and leaned in. A scowl pulled his pretty lips down.

"Give me one good reason why not."

Lockdown glared back. No one talked to him like that.

"Because altitude messes up my hair," he snarled. He stood from the bench and pushed the brunette back. "But mostly, I just don't fucking want too."

Devcon didn't back off. He stayed firmly in Lockdown's face.

"Well I fucking feel like it. I do enough shit for you that I don't want to do, it's your turn to do the same for me."

Lockdown crinkled his nose and pulled his lips back into a snarl. "No."

"If you ever want to fuck me again get your ass in that plane!"

Ultimatums weren't something Lockdown was about to tolerate.

"I'm not setting one foot in that junk heap with someone's who's useless pilot's license went out of date with the dinosaurs. Fuck off."

Devcon's eyes widened for a moment, then he backed off. "Alright, I get it. You're scared."

"I ain't scared!" Lockdown snapped.

"Please." Devcon turned on his heel and walked away. "You haven't balked at an AK-47 shoved in your face or a knifed held to your junk. Clearly a ride in a little Cessna T-41 Mescalero makes you shit your pants."

Lockdown grabbed Devcon's wrist and yanked him back to his chest. "I ain't fucking scared of no plane!"

"Oh, of course not," Devcon said with a roll of his sapphire eyes. "Let go, you're hurting me."

"I'm not scared of anything," Lockdown snarled.

"I'd believe that," Devcon said a little softer. "If you got your ass in that seat."

Still glaring, Lockdown let him go. "Fine. I'll get in the damn thing."

With a snarl, he pushed past Devcon and headed for the plane.

"At'a boy," Devcon said, smacking him on the ass. "Show me how it's done."

Lockdown glared over his shoulder as he climbed into the flying death trap. Squeezing his six foot two frame in the cramped cockpit, he slammed the door and crossed his arms. Devcon appeared a moment later in the pilot's seat.

"Glad you saw things my way."

He started punching buttons and looking at dials. The engine revved to life and the silver propeller spun into a blur. Lockdown gripped the door handle and gulped.

"Here." Devcon handed him a large head set. "So we can talk over the engine."

"I don't want to fucking talk to you," Lockdown growled.

"Just put them on, you big baby."

Lockdown snatched the headset and pulled them over his ears. He turned and looked out the side window at his car that sat parked just outside the hanger. What he wouldn't give to be in those seats and not this one.

Devcon shook his head and put on his own set. "You're such a fucking princess," his voice crackled through the headphones.

Lockdown growled, but said nothing. Devcon flipped down a sun visor and pulled a pair of Ray Bands off a clip and put them on. The engine rumbled louder and the plane slowly inched out of the hanger.

When they were clear of the hanger and the rest of the rows of planes, Devcon fiddled with the radio. Voices crackled in and out, speaking a language of call sings and numbers Lockdown didn't understand.

"Plane N-33826N calling tower, over," Devcon said as the plane rumbled along the asphalt a little faster.

"33826N, this is the tower, over."

Lockdown continued to stare out the window, but he couldn't escapes the voices in his ears.

"Requesting permission to take off when we reach the runway."

Lockdown's gut tightened.

"You're a few minutes early, 33826N, permission denied. We have a twin engine coming in. Que up and wait, over."

Devcon leaned over and nudged Lockdown in the side. "Don't be such a baby."

Lockdown waved him off, his gaze never leaving the window.

"Alright, fine!" Devcon growled, turning back to the front. "Silent treatment."

The plane came to a stop at the end of the pavement just before it bent around in a U-turn back the way they'd come. They sat in silence while the radio chattered away. The propeller spun as a distant roar grew louder.

"This is going to be fun, alright?" Devcon said. "You're a thousand times more likely to die in a car wreak then in a plane."

Lockdown felt his fingernails dig into the handle. Instead of saying anything, he looked up at the jet that was coming in for a landing. Devcon leaned forward, his shoulder brushing against Lockdown's.

"They're coming in pretty hot," he muttered.

Lockdown ignored the light touch and kept his eyes on the incoming jet. Its two engines drowned out the sound of the little Cessna as it roared past, only fifty feet away. The headphones exploded in chatter. The tower hailed the the jet over and over, ordering them to reduced their speed. Devcon plastered himself to his window, screaming.

"Son of a bitch, slow down!"

Lockdown leaned across the seat to look out Devcon's window. The jet still hauled ass half way down the runway. The tires belched thick gray smoke and the engines screamed. They barreled along the last five-hundred feet toward a concrete wall at the end. It wobbled for a second, its wings teetering like a see-saw. It lurched to a hard stop. For a brief instant, Lockdown thought its tail would flip right up and over its nose. With its engines powering down and a small army of people and vehicles running toward it, the jet was back on terra firma.

"Primus!" Devcon said, still plastered to the window. "Must be their first time flying a jet! Those things need more space!"

"Stuff like that happen a lot?" Lockdown asked in a horse voice.

Devcon turned back over his shoulder, smirking. He swooped in and captured Lockdown's lips in a kiss. "Silent treatment over?"

Lockdown scowled and retreated to this side of the tiny cockpit without a word.

Devcon sighed and went back to watching the commotion. The jet was taxied back from the edge and off of the runway. The headphones crackled and the tower hailed them.

"Plane 33826N, runway is open. You are clear to take off."

"That's us," Devcon said.

There was a slight pitch change in his voice that made Lockdown glance at the brunette. He sounded excited. His lips where turned up and his eyes where straight ahead. He looked... happy. The plane slowly made its way around the U-turn and halted when it lined up with the parallel stretch of asphalt. Devcon flipped a few switches and fiddled with some buttons, then looked over at Lockdown.

"You ready?" he asked with a smile.

Lockdown felt his stomach turn over and the color drain from his face. He glowered and looked out his side window, dreading what lay ahead.

"Fine," Devcon said. "You want to play games like a child? We'll play games."

Devcon jammed the throttle forward and the plane's engine roared. The leisurely pace of before vanished. Now they hurtled down the runway, picking up speed every second. Devcon rammed the throttle up to full, took his hands off the control stick and crossed his arms.

"What are you doing?" Lockdown yelled over the engine.

"You want to act like a spoiled child, so will I. I'm not going to do anything until you start talking to me."

Lockdown looked out the windshield at the rapidly shortening runway. "You wouldn't!"

"Wouldn't I?" Devcon said, sliding his sunglasses down his nose. "Just to spite you?"

Lockdown licked his lips. His eyes darted to the concrete wall looming larger and larger every second. Biting his lip, he looked back into Devcon's clear blue eyes. The brunette was calm and collected, leaning back in his seat like a fiery crash didn't await them in under five-hundred feet.

The plane began to tremble from propeller to tail. Its engines shirking a ear spiting pitch as the wings shook.

"Fine!" Lockdown yelled, clutching the door handle with one hand.

"I'm sorry, you say something?"

Lockdown's fingers dug into the cloth seat cover. "I'll fucking talk again, just get this thing in the air!"

Two hundred feet flashed by. Lockdown could count the cinder blocks in the wall they were so close.

"You swear?" Devcon asked, still completely nonchalant.

"I fucking swear!"

"Alright then."

Devcon smirked and jerked the stick back. The bottom fell out of Lockdown's world. He was forced back into his seat, the positive G-forces straining his lungs and rapidly beating heart. Devcon laughed as the wall flashed under them, so close, Lockdown swore it was going to rip the wheels off the bottom.

Nothing but clear blue sky lay before them as the plane climbed for a moment or two and then leveled out. Lockdown sucked his breaths in rapid succession. His heart pounded so hard he could barely hear the chatter of the tower in his headphones. Closing his eyes, he leaned back in the seat, not letting go of his grip on the chair or the door handle. Devcon laughed his ass off beside him.

"You look even paler then usual Lockdown. Need a barf bag?"

Lockdown didn't open his eyes. "Just do your flying so we can land," he ground out. "The sooner the better."

"I don't think I've ever heard you scream so much outside of sex."

"I wasn't screaming!"

"The cockpit recorder will prove otherwise," Devcon chuckled.

Lockdown opened his eyes. He wanted to punch Devcon right in his handsome face. His hands stayed frozen in their death grip. "I'm going to fucking kill you!"

"Seeing as how you can't fly a plane," Devcon said, turning to look at his passenger. "Or land one, I think I'm safe for the next few hours."

"Hours?"

"Fully loaded with fuel, she can stay in the air for several hours. So we're not landing any time soon, you better sit back and enjoy."

"Do I friggin' look like I'm enjoying any of this?" Lockdown snapped.

"Come on, Lockdown, lighten up. Have a little fun. Even you can have fun."

"This is not fun!" Lockdown snarled, his knuckles creaking.

"I think it is," Devcon muttered, facing front again.

Neither of them spoke for a few minutes. The engine droned on, filling the cockpit with noise.

"Look!" Devcon pointed across Lockdown and out the side window. "We're almost over the city. You can see Sumdac tower right smack in the middle. There's the proving grounds, you can see lake Erie in a minute. I'll take us right over the docks, I bet we could pick out the warehouse."

"Yeah, great. You do that." Lockdown took a deep breath, and then another. He tried to count the tiny rivets in the ceiling to distract himself from the fact that a few pieces of thin metal were the only thing keeping him from falling to his death.

Devcon's hand appeared on his chest."You really need to relax."

Lockdown grunted as the brunette's fingers tweaked his nipple before sliding down and squeezing his cock.

"Want me to jerk you off?"

"What!" Lockdown tore his eyes off the ceiling. "You're flying a damn plane!"

"I can multitask," Devcon said, sliding his hand up and down. "And I know just how to get you to relax."

The built up adrenaline in his veins combined with Devcon's touch made Lockdown's pants uncomfortably tight. Releasing his grip on the seat, Lockdown snatched Devcon's hand and flung it away from him.

"Fly this fucking thing without killing us!"

He returned his hand to the grove he'd made in the fabric. Devcon shook his head and rubbed his hand. "Just trying to help," he said, staring out the windshield. "I wanted us to enjoy this."

"Then you should have brought Jazz!" Lockdown growled.

Devcon stayed quiet for a full minute, eyes dead ahead. Lockdown started to regret his outburst when Devcon spoke.

"I've never taken anyone up before," he said. After another moment of silence, he heaved a sigh. "I'll bring her around for a landing."

Lockdown reached out and grabbed Devcon's bicep. Trying not to squeeze hard enough to leave bruises. "Keep flying."

Devcon looked shocked. "What?"

"Just," Lockdown let go of his hold and looked back up at the ceiling. "Keep going. I'm fine."

"No you're not," Devcon said. "You're clearly afraid."

"I ain't afraid of anything!" Lockdown roared. "I just need a cigarette is all."

Devcon rested his hand on Lockdown's thigh. "Thanks, baby."

"Whatever," Lockdown grumbled, not talking his eyes off the ceiling.

They flew for over an hour before Devcon headed for home. When he lined up his approach on the run way, Lockdown's death grip tightened. He hadn't shifted the whole flight. His knuckles remained white as the airport grew larger in the windshield. He jumped when Devcon touched his shoulder.

"Easy, Lockdown, it's not going to jump out and bite. I've got hundreds of hours of practice at this."

The reassurance didn't make him feel any better. "Get us back on solid ground," Lockdown grunted. "That's all I want."

Devcon grinned and gave Lockdown's shoulder a squeeze. "Alright, big boy, I can do that."

The runway came up quick. Too quick in Lockdown's opinion. He looked at Devcon. He was clam as ever, casually easing the stick forward while pulling back the throttle. The plane lurched hard when it made contact and the tires screeched. It bounced up a little, then lurched again, this time it stayed on the ground.

"Relax," Devcon said, without even so much as a look at Lockdown. "That's supposed to happen."

The engine lost its roar and they rolled down the run way a little slower as they went along.

"We're officially landed," Devcon said. Slowly easing the plane around another U-turn and off the main drag.

Lockdown let out his breath and slumped in his seat. The little plane made its way off the tarmac and back to its garage.

"Wasn't so bad, was it?" Devcon asked when he eased the plane into stall.

"Yeah," Lockdown grumbled. "Was it."

Devcon killed the engine and pulled off his sunglasses. "You can have that cigarette now."

"Thought there was no smoking in your plane," Lockdown said, pack already in hand and open.

He fished his lighter out of his pocket and tried to strike the flint. His hand shook so badly he couldn't get the thing to spark. Devcon put his hand over Lockdown's and pushed the wheel himself.

"I'll make an exception for you, babe."

Lockdown leaned in and lit the end of his cigarette. Smoke filled his lungs and eased his yearning for nicotine. He exhaled and let his head fall back against the seat. He felt the seat move and opened his eyes. The brunette crawled into his lap, straddling him. Lockdown raised his shaking hand to his lips for another drag as Devcon's hands undid his belt. He moaned when Devcon's fingers delved into his open jeans. Devcon brushed aside the smoldering cigarette and pressed his lips against the pale ones.

"Can I relax you now?" he whispered against Lockdown's lips.

"Could I finish my cigarette first?"

Devcon kissed him again, making the nicotine craving vanish and a new craving take over.

"Have two after," Devcon said, snaking his other hand under Lockdown's black shit. "Right now, you're at my mercy."