Author's note. With thanks to ZabuzasGirl for her wonderful suggestions, they've been a big help in writing this chapter.

Suggestions are welcome.

Enjoy and please review.

"Hey Celeste, how'd ya get on?"

It was WildRacer who asked this question with a grin as his face mask was retracted. He wasn't used to wearing one and had it retracted much more often than the other masked Autobots. Besides which, he preferred for everyone to see his facial expressions, especially when he was happy.

However, he always had it up during a mission or when he was training, it felt like extra protection. He could understand why Optimus and Blurr wore them, you didn't want the Decepticons to know you were scared or hurt.

But at this moment in time, he didn't need to worry as there were no enemies anywhere near, only his friends.

"Okay," Celeste said with a shy smile. "Starscream taught me how to hover over water, and I really enjoyed myself."

"Cool," Radical said with his own smile, coming over to her.

"So uh, Starscream was okay then?"

"He was really nice," she admitted softly. "And he told me a little bit about Seekers. Did you know they always come in Trines?"

She smiled even wider as she said.

"I said you guys were my Trine."

"Aw, thanks Amiga," WildRacer said a laugh.

"Hey, what about Megatron, he was there too, wasn't he?"

"Yeah but I didn't speak to him much," Celeste with a shrug as she watched Optimus go to talk with Scavenger and Blurr.

"He just stood with Optimus and gloated a bit. I couldn't hear what they were saying but you can always tell with Megatron."

"You certainly can," Radical said sardonically.

"Hey never mind," WildRacer said kindly. "Least he's not the one trying to win your hand."

"Thank goodness," Celeste said seriously.

"I don't know what I'd do if he started with all that."

"Aw, don't worry, we'll protect you," WildRacer teased.

As she smiled at him, Radical said.

"Come on, let's get something to eat, Scavenger wants to try some new fighting techniques with us."

Celeste nodded and followed her two friends. Neither she nor them noticed the way the three adults were watching them.

"She seems fine," Blurr said quietly. "But Starscream isn't the type who'd scare her, he'll take his time wooing her."

"Unlike others," Scavenger said softly, looking at Optimus.

"You're worried Megatron might take an interest."

It wasn't a question.

"Yes," Optimus said gravelly. "So far he hasn't, but given time he may change his mind. On the face of it, not only is she a good catch, she has barely any suitors and..."

"She's your daughter," Scavenger finished for him.

"Precisely," Optimus said grimly. "I just worry that if Megatron has enough time to think about this situation, he may change his mind and decide he does want Celestial."

"And he's ruthless enough that he won't care his own Second is desperate for a mate," Blurr said in his gruff voice.

The three of them fell silent, mulling all of this over. And then Optimus sighed.

"In the end it's Celeste's choice, if Megatron asks her and she says no, he can't do anything about it."

"But what if she ends up saying yes to Starscream?" Scavenger questioned.

"At the moment, I can't see it but that might change," Optimus said gravelly. "But he's a good Mech at Spark and if that's what she truly wants, then I'll support her."

"Maybe she can help him, even if she doesn't accept his suit?" Scavenger said thoughtfully.

"I noticed when I was with the Decepticons he got picked on a lot by Megatron. And all he wants to do is please him, and since he's so capable, Megatron's much harder on him. He could do with a good friend who believes in him."

"That he could," Optimus agreed.

Scavenger smiled softly before asking.

"Is she seeing him again?"

"Probably but we didn't actually discuss that," Optimus replied. "But Megatron did give me this warning, he believes that Sideways is interested in our kids."

"That makes sense," Scavenger said grimly. "They ruined his plan and he'll want revenge."

"Especially as he knows how much they mean to us," Blurr added.

"Indeed," Optimus said gravely. "But I won't let him or Megatron harm them."

The two Mechs nodded at their leaders statement before following the kids to the Rec Room. But all three of them silently promised that they'd keep a closer eye on the kids to ensure that nothing happened to them.

The next few days were rather peaceful with no Minicon alerts or any sigh of the Decepticons or Sideways. The kids got into a routine where they followed a schedule set by their guardians. In the morning, they would go and practice fighting techniques with Scavenger and Hotshot who wanted them to be trained up as fast as possible.

They would then either have a lesson with Hoist or Red Alert, learning about transformer mechanics or history. They enjoyed it a lot, it was so fascinating to learn and in return would tell the two bots things about their own culture.

After a small break, they would then go outside to learn more about their vehicle form and how to use it with ease and safety. Radical would do with either Optimus or Blurr while WildRacer went with Sideswipe. Celeste would go flying with Jetfire who gradually helped her to fly higher and higher as her confidence grew.

When that was finished, they were free to do their own thing as long as they didn't stray far from the base. They were careful not to disobey, they wanted to be taken seriously as Autobots. Finally, after a well deserved cube of Energon, they'd spend the evening with the Autobots.

Despite the fact they were now transformers, Optimus wanted to continue doing this as they were still kids. It didn't matter they couldn't sit on their laps, they could now give their guardians proper hugs and sit beside them safely. Things were going better than good, despite the threat of Sideways.

But like all good things, it had to come to an end.

Megatron's POV

While the kids had been practising their new techniques, the Decepticons hadn't been idle. Cyclonus and Demolisher either spent their time on the shooting range or learning about the human culture. Tidalwave mostly recharged, preserving his great strength for when it would be needed.

Wheeljack brooded a lot of the time but still made sure he used his fighting abilities enough so he wouldn't get rusty. Starscream meanwhile, did flying and sword manoeuvres over and over again, almost to the point of obsession. He was determined that if any Mech dared to challenge his right to the Autobot Femme, he would easily be able to repel them.

Meanwhile Thrust was plotting and trying to suggest several new plans to Megatron who wasn't interested in listening. Megatron himself mostly brooded about the situation they were in currently in, not bothering to do much else except to watch feeds from their spy cams.

He was bored, there hadn't been a Minicon panel activating for several cycles now and he hated being idle. But unlike Cybertron, there were no Autobots trying to raid them or walking around as easy targets. It was strange, there was only one small group of Autobots on this miserable planet but it was surprisingly difficult to find and destroy them.

He still didn't know where their base was which annoyed him no end. He wondered if it would be possible to place a tracker on one of the kids but knew Prime would watch his men's ever move when the kids were about. Speaking of those kids, he'd been watching them practice during the times Prime let them out of the base. And there was no denying them were getting better.

"Primus," he growled aloud, he was getting thoroughly annoyed about the whole situation.

It didn't help Starscream was still moping about that Femme, it was all Megatron could do to stop him chasing after her. While it would be amusing to watch Prime chase the Seeker away, it was better for now that Starscream followed proper courting procedure.

Sadly, that procedure meant they couldn't bother the Femme until a reasonable amount of time had passed since their first meeting. This was so a Femme would be able to see more than one suitors and meant they weren't all fighting for time with her. Which in the present situation, seemed rather stupid considering she only had one suitor.

"He only wants her because she's a Seeker," he muttered to himself.

Granted, she had a rather nice form that promised to develop her into a delicious specimen, enough to get any Mech's attention. And with her small, delicately build and bright colour, she was very feminine, a tract most Mechs looked for. Nowadays, too many Femmes were big and chunky, a by-product of the War. It didn't help that Prime allowed Femmes into the army, this ended up running many a lovely Femme as they donned bigger armour.

But this Femme was too young for that, so she kept her shapely body with its pretty wings. He smiled, Seeker Femmes were so good in the berth, they had so many sweet spots, meaning they moaned deliciously. And if you were good, they'd come back for more.

It was no wonder that even celibate Mechs like Demolisher were taking note of her. It had been a bet of a shock to observe him watching her with interest as they viewed some footage. OF course, it had been amusing to see Starscream growling at the beige Mech, clearly warning him to back off.

Though Starscream had a harder time trying to get Cylconus to stop making jokes about it, the helicopter just had too much material.

He wondered if enough time had passed for him to request another meeting with the Femme on Starscream's behalf. He was getting tired of the Seeker's moping and skulking about, he wanted him out from under his feet.

"I wonder what their up to now?" he said softly as he realised it was round about the time those kids would be out training.

He hadn't checked out the Spy Cam in a while and couldn't think of anything better to do. So he ordered Thrust, who was at the computer, to switch it on.

"Right away my Lord," the jet said in his oily, toady tone.

Megatron rolled his optics but said nothing, he was hoping for something interesting to happen. Maybe a natural disaster, something to liven things up.

"That's it Celeste, you got it!"

Was it Megatron's imagination, or did the Spy Cams tend to focus an awful lot on that Femme? Perhaps they were as smitten as the rest of his men. Or maybe it was just a coincidence.

"Imagine teaching a Femme how to fight?" Thrust now said in his obnoxious voice as Jetfire demonstrated how to swoop down on a grounder.

"Hmm," Megatron grunted, not really listening.

Surprisingly for a former human, she did have a certain amount of talent when it came to flying. He knew it was no easy feat, he could when he combined with TidalWave. And she did look rather good with the wind rushing past her.

Perhaps he could understand why Starscream was so taken with her.

"...I should get a chance, why should that stupid Seeker be the only one...I'm just if not more worthy..."

"What in Primus's name are you mumbling?" Megatron growled, glaring at the jet who cowered.

"Oh, uh, nothing my lord," he grovelled. "I was just thinking, why can't I offer my hand to that Femme?"

"Because Prime forbids it," Megatron replied lazily. "He does not consider you a worthy candidate."

"But why?" Thrust whined. "It's not as though Starscream is better than me and yet he allows him to court that ripe Femme."

Megatron raised an optic brow, that Femme was hardly that, she wasn't even fully grown.

"I wouldn't let Prime catch you making such statements," he said lightly.

"Or he'll beat you to scrap and that's if you're lucky."

Thrust blustered and stammered but Megatron wasn't paying any attention. He didn't liked Thrust's coarseness but it did make him think of something. Would this Femme have good Coding that could be used to produce some strong offspring? Apparently, these human females were very fertile and had no problem pushing out child after child.

Well, being fertile was only half of it, you needed to be coupled with a strong Mech to form the best Sparklings. In Megatron's opinion, as a Femme's primary programming, that's what she should focus on, finding herself a decent mate, bare his Sparklings and raise them. All this going to war nonsense was just asking for trouble.

If he didn't know Prime as well as he did, he might have thought it was all part of an elaborate plot to distract his men with these Femmes. But no, Prime wasn't sneaky enough to do something like that, not when a Femme could get hurt especially. He'd considered it but in the end decided it was an idea that was just asking for trouble.

For starters, his soldiers would not be happy that their Femmes were being used as bait and really, he wasn't that fond of the idea. So it was essentially a no go idea.

But suddenly, his attention was drawn back to the screen where something seemed to be happening. He leaned forward, the two flyers were all of a sudden agitated, what could be going on. He quickly barked out a command to Thrust.

"Increase the volume."

"A-at once, my lord," Thrust replied, jumping at the sudden order but still doing as told.

Megatron listened intently as Jetfire spoke.

"Starscream, what the hell are you doing here?"

"Starscream," Megatron growled softly, clenching his fists. What was that fool up to now.

"I mean no harm," Starscream was none assuring the two wary Autobots.

"I only want to talk."

"What about?" Jetfire said suspiciously as Celeste hovered near him.

"About...well," Starscream said slightly awkwardly.

"I...I want to get to know you better," he blurted out to Celeste who looked surprised.

"Our culture states that I must wait to see you again but...I felt last time I couldn't talk to you properly, not when we were being watched."

"Oh," was all she said but it was in understanding.

"Well, I'd be happy to talk, as long as it's not a trick."

"Never," Starscream said firmly.

"I don't want to force you into anything, I just want a chance."

"I don't know about this," Jetfire said, glaring at Starscream but Celeste placed a hand on his arm

"It'll be alright," she said soothingly.

She turned to smile at Starscream who smiled rather goofily back at her.

"Why don't you show me some more tricks?" she said gently and Starscream eagerly came closer.

Jetfire made a 'I give up' gesture and simply folded his arms, watching them closely to ensure everything was okay. Megatron too, watched as Starscream took Celeste's hand and started showing her how to deal with clouds. He watched as she laughed, flashing Starscream smiles and squeezed his hand.

And the leader of the Decepticons and feared warlord began to feel the first stirrings of both jealousy and...desire well up inside him.

In a corner of the room, hidden by the darkness, a shadow smiled. His plan was going perfectly and he was enjoying watching as it came to fruition.

Author's note. Megatron decides to make a move on Celeste but will she accept this? Find out in the next chapter, until then.