Chapter 3

"Commander."

Ultra Magnus looked up. In the hour since Knock Out had left, dusk had fallen. But it was still easy to pick out the red mech by his glowing red eyes and the curves of his chassis.

"What are you doing back here?" Ultra Magnus asked sharply.

"I couldn't reach them over the comms."

Ultra Magnus had suspected as much. It had been a long shot. "Then why aren't you on your way to base, soldier?"

"Mmm . . . " Knock Out stood up, looking at the sky. "Clouds coming in." The two red circles appeared again, over a foreshortened view of his chassis. "It's going to rain."

Hardly a surprise since it had rained every night since they'd left. "Go back to solid ground. Set up camp. And head for base first thing tomorrow," Ultra Magnus ordered. Knock Out might be overly quiet and overly watchful, but he did obey direct orders.

At least, he always had before. The red grounder looked up again. Then down. His pale face was visible, but hard to read. "And what will you do? Sir."

"I have my shelter with me." Ultra Magnus had already checked his pack to make sure the tarp hadn't torn. It hadn't. "There is no reason I can't set it up here."

"In the sand? Have you tried? Try."

Ultra Magnus didn't move. Neither did Knock Out.

"You're at the bottom of a funnel," Knock Out said. "Sir."

"I will survive."

"You'll die, more likely." The Decepticon didn't sound upset, neither did he sound gleeful. He sounded . . . speculative. He paced back and forth along the rim of the pit, slowly, his optics always fixed on the Second-in-Command.

"Knock Out, go back to base." Magnus was well aware had no way of enforcing his order. Knock Out could tell the Autobots that Ultra Magnus had been killed by Predacons, or head off to join Megatron or Starscream, and no one would ever know what had happened to him. "Now. Immediately."

Knock Out hunched a little at his tone, taking a step back. "Do you really carry all those things? On that list you gave me?"

It took Ultra Magnus a moment to realize he was referring to the checklist of supplies he'd given Knock Out before they began the mission. "Yes. Have you left some of those items out of your pack?"

"Most of them," Knock Out said. "Sir." Before Ultra Magnus could express his moral outrage, the Decepticon added, "So, you have a shovel then?"

Ultra Magnus wrestled with himself for a moment before taking the portable shovel out of his pack and tossing it up. Knock Out's arm shot out to catch it.

"What do you intend to do with it, soldier?"

"I've told you, Commander, I'm not a soldier." And that was all Knock Out would say.


He had no time to waste wondering about Knock Out's intentions or actions. Ultra Magnus pulled the tarp out of his backpack and began fitting the poles together. There was no solid ground to drive the supports into, but if he propped them just so, they stayed upright. He tossed the tarp over the top and tied it down to the poles.

There. Almost done. He took the cot out, unfurled its accordion pleats and flipped down the legs. Pushing it under the lean-to, he sat down.

The legs promptly sank into the sand until the top of the cot was level with the ground.

Ultra Magnus looked up to gauge the sky and met those alien red optics. There was no telling how long Knock Out had been watching. Wordlessly, the Decepticon withdrew. Ultra Magnus hoped he had gone for good and was headed back to base.

Sort of.


Ultra Magnus was listening to the rumble of thunder when he heard another sound. Something heavy being pushed or dragged over the ground, accompanied by little grunts and curses in a voice that was unmistakably Knock Out's.

"Soldier, I thought I told you to—"

"Heads up. Sir." The shovel shot down like a javelin, thudding into the sand at his pedes. Immediately afterwards something broad and heavy tilted over the lip of the pit, skidding down the steep slope. Ultra Magnus had to step backwards to avoid being hit by what turned out to be a huge, flat piece of natural metal.

"Knock Out, what is the meaning of—" He broke off as the smaller mech skidded down the slope himself, leaving a loose furrow of sand behind him. "Knock Out!" He'd known Decepticons were sly and untrustworthy, but he'd never thought they were foolish. "Now we're both stuck."

"Not to worry, Commander. Prime once punched me clear across a canyon. If you give me a good toss, I'll reach the top." He looked upward, judging the distance. "I might even be able to get out on my own—if I picked up enough speed first. There are advantages to being lightweight."

He was pushing at the slab of metal as he spoke, but unable to get enough leverage to move it, in the cramped space. Ultra Magnus bent down and picked it up instead. As he examined it, Knock Out dug the cot out of the sand and dragged it back.

Ultra Magnus looked at him for a moment before nodding. He shoved the flat piece of metal into the shelter and Knock Out set the cot on top of it. When the Second-in-Command cautiously lowered himself into it, it didn't sink at all. The slab had distributed his weight.

"Well done, soldier." His tone was grudging.

Knock Out gave him a cautious, sideways smile, as though he wasn't sure of his sincerity. He seemed ready to say something, but the first raindrops began pattering down and he dodged beneath the tarp.


They sat side by side as the thunder rumbled and the acid rain fell. They were, as Knock Out had said, in a funnel. Between the two of them, they rigged Knock Out's tarp and cot in front of them in a sort of barrier to divert the acidic solvent.

The rain gushed down the sides of the pit, digging channels in the soil. Periodically, part of the sandy walls would slough off and slide down. Neither mech brought up the possibility that the pit would collapse in on itself, burying them.

Neither said anything at all.