Author's Note:

Due to how LONG this chapter was becoming, I've chopped it into two portions, so you'll probably get an update sometime in the middle of the week.

On top of that, thank you very much to all my reviewers! You guys are awesome, and I can't wait to hear from you again! :D Have some internet cookies! *throws cookies*

After Nightstalker's hysterical fit of screaming in the night, Nightflier had been sure he would never go back to sleep. Just the memory of it, the recurring nightmare, made her scream like that? Shivers tingled down his back. He couldn't even begin to imagine how horribly she had screamed when Megatron had been in the act of that depraved deed.

And yet, recharge he did, if only to wake from his own sleep violently thrashing from the flames consuming him. Hot and sticky with sweat in the early morning, Nightflier staggered to his peds, leaving the berth rooms entirely. He needed some space, space that wasn't occupied with others.

Stepping out into the chill air of the morning dusk, Nightflier sighed, opening his vents and letting the hot air billow out and the cool air to cycle in his sweltering systems. The sun had yet to come up yet, the grey-blues of the sky having yet to release the star into the air, the lingering darkness a hollow echo of his past. Striding to the edge of the base, Nightflier stared out across the dunes, the sand ethereal and barely stirred in the brisk winds, indecipherable lumps against a flat pane of horizon.

It was . . . He hesitated on the word. Dare he say it? Peaceful. And it had been quite some time since Nightflier had felt so peaceful. The constant strife he had combated the second he came upon Earth had finally abated long enough for him to consider his place in the world without any preconceived notions and a clear processor, uncluttered from the distractions from the day.

And the first thing on his mind? Nightflier's lip curled up ruefully. He missed those crazy Protectobots. He wondered how they were doing back on Cybertron. Did they realize yet that Shockwave was off planet? Most likely. Even so, they would jump on this chance for reconnaissance on his base to scavenge and root.

He doubted they would find anything of much use. Shockwave may be mad with his experimentation, but he wasn't sloppy. He bet the place was pristine and empty, devoid of anything of importance but the residue of his findings. He could almost hear Blades stringing a line of colorful swears.

Reaching out into his spark, Nightflier searched for First Aid. His brother was quick to respond with reassurance, and there was a conflicting seesaw of faint emotion as he tried to convey something, but the message was stilted. Unable to decipher what the mech was trying to say to him, Nightflier just sent back more reassurance; everything was all right. It was all going to be all right, wasn't it?

Love and relief swamped over him, a warm comfort unlike any he had ever had before.

Again, Nightflier's lips tipped up as he stood at the edge of the base, watching the slow influx of dimming darkness and growing color of morning. What would they think of him now? Little Bit-Brain, all grown up into a Prime? He could just see the shock on Hot Spot's features that Nightflier was now HIS superior! And Groove, cool Groove just waving him off and telling him he always knew he had it in him. Oh, First Aid would glitch! Blades would hate every second of it, and Streetwise? Heh, he'd have to be sure Streetwise wouldn't try to sell him on any half-baked tips to help him out!

Nightflier's mouth pulled a little more as he dwelled on his family. They would get along great here. He was sure all the bots would love them, though he'd have to separate Wheeljack and Blades. They hadn't even met yet, but Nightflier was sure he could smell an angry, dangerous rivalry brewing. First Aid had always wanted to meet Ratchet. His spark melted at the thought. To finally provide his brother with the joy of meeting the mech he had idolized all his life . . . A rueful chuckle spilled from him before he could stop it. And to see the dumbfounded look on his face when Ratchet expressed HIS impressments when it came to Nightflier's wings.

He bet they would love Nightstalker as well. And now that he was dwelling on it, he realized exactly how much he wanted Nightstalker to meet First Aid. His gentle compassion would be just the right fit to her personality. He could only imagine how phenomenally well they would get along.

"You're more handsome when you're content."

Nightflier's wings twitched up in surprise, and he turned from the waxing light to see Arcee coming towards him with soft, barely audible footsteps. She was smiling gently, and Nightflier blushed a little for getting caught in his musings.

"Good morning," he greeted her as she came to stand by him. "I didn't wake you when I left, did I?"

Arcee shook her head, crossing her arms. "No. I was already awake."

His wings relaxed again in her presence, soothed by her company. "I didn't want to disturb you." He sent a wayward glance to her. "Couldn't sleep?"

The edge of her lips curved as she tilted her head up to him. "It was just an early-rising morning. No special occasion, but it's nice to be alone with you again."

Nightflier chuckled, the sound husky and deep, like thunder and smoke. "And without our nanny hovering over our shoulders."

Arcee laughed too, voice a little huskier with the rough of morning, but no less sultry. "I suppose we can cut him a little slack. He did make an aft of himself and have one awful day yesterday. By the way, you have a mean right hook."

He grinned. A playful elbow hit her side. "Wait a second—you called me handsome."

She attempted a look of nonchalance, shrugging her shoulders and tilting her chin, but she elbowed him back. "That I did."

"I think that's hot. You know what else is hot?"

Arcee immediately rolled her optics, anticipating his flat response. "What?"

"The sun." He snickered when she gave him an incredulous look. "YOU—Now you, you are anything but hot. You are beautiful, stunning, lovely, DIVINE—"

She shoved him with an unwilling grin, shaking her head. Blue optics ringed with striking purple lanced beauty through him. "Oh, you are absolutely laying it on thick, aren't you?"

"No I'm not!" In saying so, he shoved her back just a little harder, making her stagger a step to prove that she couldn't push him around. He waggled his brows at her in the brisk early morning air. "Hah, or would you rather me insult you? You ugly, knock-off, dull finish—"

"Oh, you are asking for it!"

Nightflier laughed a warm, honest laugh as Arcee tackled him to the ground. Briefly falling in a tangle of limbs, Nightflier felt Arcee dig her knee into one of his thighs, searching with her hands to pin him. With a short struggle, Nightflier fought against her, wrenching her wrists and grunting when she forced all of her weight onto her knee, flinging her off. Lunging over her, he yelped in surprise when she feinted and wriggled out from beneath him. Before he could reorient himself properly, he felt her weight thrown across his back and arms pinned his shoulders to the ground.

Turning his head to the side so he wasn't swallowing the sand, Nightflier cried indignantly, "Hey, wait a second! This was just a fluke; I can pin you!"

Arcee laughed the sound of a vixen with a saucy, "Oh really? I bet you can't."

Nightflier grinned. "I bet I can!"

Flicking his wings up with force, one of them clipped her jaw and sent her reeling off of him. Twisting and jumping at her, Nightflier grunted when her peds planted on his chassis and shoved up, sending him flying over her. Tumbling across the sand and lunging back towards her, he met her in the middle, grappling her arms and she, his.

Nightflier used his greater strength to hurl the smaller femme down on her back. Before he could drop on top of her, a ped flashed up his way, and he jerked back with a shout. Instead of his face, her foot found purchase with his shoulder, knocking him flat on his back. Before he could get back up, Arcee had flung herself over him again, hands pinning his shoulders to the ground.

She arched a sassy brow. "Pinned you again."

He wrinkled his nose even though they were both laughing. "Best two out of three."

Arcee grinned, laughing a little more as she leaned down, nuzzling her helm with his. "You've already lost if we do that."

"Yeah, well I know I can pin you."

"No you can't."

"Yes I can—"

He didn't know how they had kissed, or really when it happened or what possessed him to, but he fell into it with unquestioning fluidity. Caressing her lips with his own, Nightflier reached up a hand, grasping behind her neck to force her closer to him. Her servos, pinning him with delicious force, slid inwards to grip his chassis at his collar, fingers digging desirably into him. His other arm hooked around her shoulders, rolling over her and deepening the kiss a fraction, wrenching a soft moan from her chest.

They parted, Nightflier's spark racing at the passions she so effortlessly drew from him. His lips curled as they nudged helms. "Pinned ya," he whispered breathlessly.

"Doesn't count," she murmured back, kissing up the center of his neck.

A sound he couldn't place escaped his mouth, close to a whimper, perhaps? "Of course it does."

"You still lost."

"No I didn't."

"Yeah you did, two against one."

"I thought those didn't count—"

And then he was kissing her again, a servo venturing to feather soft touches down her arms, intoxicated by the magnetism that drew them together. His wings dipped with desire, but his undoing came when HER servos began to explore, tracing down his back until her fingers forced themselves beneath his armor, digging into his sensitive new protoform. He groaned into her, hips bucking impulsively against her pelvis.

They both immediately paused, taking this thought in, and finally, it was Nightflier who cleared his vocalizer of static and managed to rasp, "Um . . . Sorry about that. I—my back is REALLY sensitive since I got my protoform back. I mean, when it was matted with the burns, I couldn't feel much, so everything's really—"

She cut him off by kissing him again and trailing her fingers down just slightly enough to tease him cruelly. Nightflier choked on a gasp, immediately jerking her body up to him to press their hips, navels, and chassis flush against each other. The prickling heat of friction spread to his interfacing panel, and, with a last slide of his glossia against Arcee's, he drew back with stuttering vents.

He smirked a little. "Well, if you want it like that, I suppose we'll have to lock ourselves up somewhere." In saying so, he waggled his brows at her.

"Well then," Arcee said suggestively, handing her wrists together to him, "take me where you will."

With a broad and rakish grin, Nightflier leapt to his peds and reached down to take her hands and help her to her feet. However, the second she had found equilibrium, he swooped down, dug his shoulder into her waist, and flipped her over his back.

She squeaked indignantly at the treatment, legs flailing for one instant before they settled. She gave an unladylike grunt. "Absolutely romantic," she remarked sarcastically, but her irritation was ruined with the slightest hint of a laugh. "I feel like a sack of potatoes."

"Well, I suppose I can make it more romantic." Ducking her back down into his arms, he smiled at her, optics twinkling with mischievous teasing. "Does bridal style suit you better?"

"Absolutely," she agreed. Her fingers traced illicit little circles in his chassis, managing to distract him from even walking straight. Arcee glanced to the hangar that had yet to be in use that morning. "Don't hit my head on the door," she warned him helpfully as he came up to the entrance.

"Don't worry! I'm not gonna hit your head."

Surprisingly, it was a lot harder to manipulate the door with his hands full than he realized it was going to be. Arcee offered to help, but Nightflier told her not to as this was romantic, right? She just laughed at him as he struggled, but he eventually manhandled the door open. And promptly bonked Arcee's helm against the doorjamb.

"Smooth."

He blushed sheepishly. "It's not my greatest forte."

Arcee chuckled at him as he used his butt to shut the door behind them, and bringing her to an open section of the room between the land rovers, Nightflier laid her down much gentler than he had taken her across the threshold. He kissed her immediately, unable to deny his excitement, as well as how much fun he was having. That was a good word for it. He liked her enough that they were having fun.

As he decided to explore more interesting places, he left behind her mouth and instead headed up her jaw, intending on nibbling on her audio receptors. He heard her throaty chuckle and felt her hands slide around his slim waist. He felt his wings twitch when she tickled their base.

"Now," she hummed softly, taking in his affections with delighted ease, "it's common knowledge a seeker's wings holds lots of hot spots. Shall we find out where yours are kept?"

Heat blossomed in his navel and his cheeks. Nightflier gave a small, nervous chuckle as he wondered where to touch her. "If you think you can find them," he replied. Was her chassis too forward? Then, remembering where they would be by the end of this, realized how stupid and naïve he was being, so he went ahead and cupped her round chassis, circuits buzzing at the thought of the soft mounds hidden beneath.

As he nipped at her audio receptors, Arcee slid her fingers up the bottom edge of his wings; he shivered particularly hard when she reached the center, feeling out his hot spot, but that was nothing compared to the embarrassingly loud moan he gave when her fingers pinched his winglets.

Her lips curved devilishly at the reaction as she fiddled with them. Nightflier panted sharply, voice weak and his own touches faltering without his concentration. "I see your wingtips are particularly sensitive . . ."

Not to be outdone, Nightflier dipped his fingers into her wheel wells, getting an answering cry to leap from her vocalizer and her back to arch. He chuckled, a sexy sound based on the octave lower that his voice dipped to. "Two can play at that game."

Arcee just rolled her optics and grinned at him, fondling over his wings some more with curiosity. "I'm still going to top."

His mouth that had been kissing its way down her neck towards her chassis stopped suddenly, and he popped up immediately in indignation, optics widening. "Are you crazy? Don't be ridiculous; of course I'M going to top!"

"No you're not," Arcee berated him. Just to further patronize him, her fingers dug beneath his back plating again, drawing a gritted groan and a shudder from him. "VIRGIN."

"Not a virgin."

"Might as well be."

"Still doesn't matter," Nightflier said with a huff, and he kissed her again, tongue delving inside her hot mouth and sliding against hers. His internal temperatures rose again at the slick, steamy taste. "I'm still topping."

"I bet you're not," she breathed breathily back into his audio, finding another hot spot in his wings and pressing her fingers there. Nightflier twitched, interface paneling burning hot as he ground against her hips. His adventuring hands dipped to her waist, niggling beneath her plating to the wiring. She jerked and he finally won his first soft moan from her. His mouth tipped up rakishly again as they extended the foreplay just a bit longer.

"I bet I am . . ."

Though she knew he was busy, she was sure he would spare a bit to talk with her. She had considered waiting to talk about it with June, but . . . no. She needed to talk to Ratchet. Someone who understood exactly what happened to her and knew exactly what she was about. Nightstalker's mouth tugged half-heartedly. Hopefully, before all the distractions of the day hit, Ratchet wouldn't be TOO irritable and would be able to hold his temper in check.

Reaching up, she tapped his hip. "Ratchet? Can I talk to you for a minute?"

The medic glanced down from where he was booting up his computer for another hard day's work, and his optics similarly brightened at the sight of her even as they drew a little tight from hearing the gravity weighing her voice. "Good morning, Nightstalker." He reached down, squeezing her shoulder with a warm and strong hand. "What's troubling you?"

"Well . . . I . . . Wait, let's set down first."

Ratchet just nodded, and they sat down on one of the low tables. Kicking her legs nervously, Nightstalker wondered how to broach the subject. Drawing in a stabilizing vent, her fluttering wings must have given away her unease. Ratchet touched her shoulder again, giving her a small squeeze. A little, supportive smile tried to curl his lips, but she saw the worry overshadowing his optics.

"Are you all right? It's Megatron again, isn't it."

Nightstalker blinked wide. Her nightmare—she had almost forgotten about it by now. "No, no that's fine. I'm fine, I just . . ." She drew a breath, trying to sort out her thoughts. "Ratchet, can you promise me NOT to get angry?"

His optics flickered before he nodded. "I promise not to get angry."

She huffed in relief. "Okay. Well, I've been thinking about what Ultra Magnus said."

His hand dropped from her shoulder so he could cross his arms. "Yes?"

The amount of information cycling behind his optics was disconcerting. Nightstalker felt her energon tanks hit her peds at the unreadable expression he wore for this occasion, already clamping up. She arched a brow weakly, shrinking back a little. "You promised you wouldn't get angry," she reminded him at the risk of getting him even more irritated.

He gave her a nod, a little too curt to be convincing. "I promise I won't get angry."

Nightstalker nodded, biting her bottom lip. "Okay . . ." Sucking in a breath to bolster her courage, she said, "I know the rape's not my fault, but I think what led up to it WAS my fault."

She watched his lips thin to a razor edge. The edge of his optic twitched, a minute detail, and anyone would have missed it if they hadn't known the mech as well as she did. The second he opened his mouth, Nightstalker jumped in quickly, spilling out her explanation before he could squish her argument.

"Wait! I mean, if I had stayed at the Autobot base like I was supposed to instead of going out after Megatron, he wouldn't have had a way to get his claws on me in the first place, right?" She fluttered her wings once, fast, wingtips dipping the more she went on. "I mean, sure, Ultra Magnus was being a jerk in the way he told me all of that, but he DID make a point when he said that I just ran right back to Megatron. A-And if I hadn't went back, Cliffjumper wouldn't have gotten hurt, and I would have never been in harm's way in the first place . . ."

Ratchet's lips pressed mulishly. For a minute, he didn't respond, but she could see his thoughts percolating behind his gaze as he tried to think this through. Finally, a huge blast of air vented from him, and he reached a hand up, scrubbing his face.

"I really wish you wouldn't keep trying to find ways to pin the blame on yourself."

She kicked her legs some more, looking down at her clasped hands in her lap. "I'm not trying to . . ."

A soft groan caught in the back of Ratchet's vocalizer. He dropped his helm in his palm, trying to wrap his mind around the implications she was presenting him with. Nightstalker let her gaze self-consciously drift over the room. Soundwave was still knocked out cold and strapped to the table, Smokescreen poking his fingers and trying to act tough. Bumblebee was trying to dissuade him, twittering nervously behind him about how he really shouldn't be doing that. Cliffjumper was laughing, as per his usual.

On the far end was Ultra Magnus, clearly irritated at Wheeljack for something else, but the mechs were actually talking it through quite civilized; Nightstalker couldn't even hear their voices from where she sat. And talking to Bulkhead was—

Dreadwing?

Her mind stuttered and stopped on them. That was . . . interesting. For a fleeting moment, she wondered what exactly they could be talking about, but Ratchet huffed next to her and finally looked up.

"Nightstalker, this is NOT your fault," he said seriously to her, clearly having tamed his temper in the lull. "No matter how you ended up within Megatron's reach, it was by HIS hand that the rape happened."

"But you can't deny that I just handed myself over to him," Nightstalker pointed out.

Ratchet pinched his brow, frowning. "No, I cannot deny that inevitably, you put yourself in harm's way. But that still does not change the fact that the rape was not your fault. In fact—" and he paused suddenly. Nightstalker felt her brows cinch at the look on his face, the way his lip plates thinned again and something ticked in his jaw. "It wasn't even your fault that you went back to Megatron."

Nightstalker stared at him for a full beat. "Ratchet. That makes absolutely no sense."

She watched his throat work. "It's not your fault . . . because it's Optimus's."

The mention of his name, much less trying to blame it on him instead, made her confused between being hurt or angry. Maybe she was both. "Don't say that!" she snapped at him in an undertone, trying to keep too much attention from focusing on them. "It's bad enough he's gone, don't try to dig him deeper!"

Ratchet's hands landed on her shoulders, shaking her just slightly. "Nightstalker, stop. This time, allow ME to explain."

Though she pursed her lips, she crossed her arms and let him.

Ratchet hung his head for a second before sucking in a vent and looking her in her optics. "Nightstalker, the only reason you went back to Megatron was because you truly thought there was something worth saving in him. You thought you were doing right, even if it was wrong. What you needed was someone to tell you what was right, to speak up and tell you not to do that to yourself. And Optimus . . ." Nightstalker blinked at the same time something seemed to crack down the back of Ratchet's spine.

"He failed you," Ratchet told her quietly. "He let you go, KNOWING that it was wrong for you to go, and allowed you to keep fraternizing with him even knowing the dangers."

Nightstalker bit her lip and tucked her head. Her wings sank, and she felt the regret trying its way back up again, seeping onto her insides like a coating of lava. "I just . . . I don't want to keep blaming him . . ."

Ratchet chucked her chin gently up, bringing her optics level with his. "You can't protect everyone from their mistakes," he said quietly. "Even the greatest have their faults."

Lips wobbling a little, Nightstalker sank into his open embrace, cuddling up close to his chassis. The tension in her sank away when he kneaded that special spot between her wings. "Thanks, Dad."

His strong arms wrapped around her. "My pleasure," he replied softly.

Nightstalker tried to fight a small smile, but it made its way out. "And thank you for keeping your temper."

She heard him grunt, almost a concealed laugh, and say, "Not without effort . . ."

"Well, I appreciate your—"

"Has anyone seen Nightfall?"

Nightstalker and Ratchet looked up to see Ultra Magnus standing arms and legs akimbo, strict frown roving over the base that was absent of her brother. Nightstalker poked Ratchet's chassis, whisper-singing, "Someone's in TROUBLE . . ."

Ratchet snorted. "As he always is."

Ultra Magnus huffed, muttering, "I'm going to have to find him again . . ." and then, he paused. His gaze swept the room again, counting the bots inside. Dreadwing glanced over at the same time that Ultra Magnus scowled.

"Out of all the IRRESPONSIBLE things . . . !"

Coming to the same conclusion that Ultra Magnus had, Dreadwing quickly stepped up to the commander, saying, "Sir, I know it is not my place to ask it of you, but please leave them be. While he is Prime, he is also young, and he hasn't spoken to you of the stress he's been feeling lately."

Ultra Magnus vented shortly, irritation already spiked. "Regardless, we need him here. It is paramount that we contact Megatron as soon as possible in regards to Soundwave's ransom to hopefully give us a leg up in this war."

Dreadwing's back stiffened just the slightest, treading the deep waters in defense of his son and trying to keep in mind Ultra Magnus's rank—a rank he lived and breathed by. "Sir, there is more to this life than just the rule book. This is good for him."

Ultra Magnus scowled. "And there is more to this argument than you understand."

His cold blue optics flashed. "The Matrix of Leadership?"

He froze the SIC abruptly. Ultra Magnus stared at him, cobalt optics digging into him before he turned sharply on his heel and strode from the base.

"Ultra Magnus—Wait!"

Dreadwing took one step before he stopped himself short. His fist clenched a bit helplessly. It wasn't his place. And, his standing with the Autobots was still shaky, so he couldn't outright disobey the SIC or who knew where he could end up.

But he DID do the only thing he could.

Cycling sharply, Nightflier tried to control the buzzing high of his systems after such a powerful overload. Servos shaking, his fingers feathered back up Arcee's chassis, and he circled his thumb against her cheek. Then, flopping his helm back and shuttering his optics, he gave a half groan, half sigh.

"Best two out of three."

Above him, Arcee chuckle, leaning over him to press a kiss to his lips. "I like the sound of that," she purred suggestively.

When Arcee lifted her hips, allowing him to slip out, Nightflier caught a whimper before it could escape and moaned softly. He flexed his wings, pinned a little uncomfortably to the floor where he laid flat on his back beneath Arcee. When had she gotten the drop on him and topped? He opened his mouth to respond, and then his optics popped at how quickly Dreadwing suddenly invaded his spark with a warning.

Shock poured into Nightflier's systems. Arcee, watching the unholy panic rise in the back of his optics, stared.

He whipped up to a sitting position so suddenly that he almost knocked helms with her. "Slot, Arcee, Ultra Magnus is coming!"

She jumped up to her peds with him, closing her interfacing paneling and exploding, "All right, well DON'T panic. Don't panic, all right? We're good. Here—"

Nightflier closed his interfacing equipment as Arcee hurriedly grabbed an old sweater forgotten in the back of one of the land rovers, and she wiped up the transfluid from both them and any left on the floor before shoving it back and out of site. "And see?" she said again, spreading her arms for him to see, "Since it was a quickie, we're not even undressed. We're fine."

Nightflier blinked, sputtering spark slowly falling back down to a bearable level. "We're fine," he repeated. He paused, listening to his father. "We lucked out. Magnus is just starting to come our way. Dreadwing's watching him."

Arcee nodded, grinned, and shook her head. "Right. I'll scram before he—"

"Wait! I've got an even BETTER idea!"

Arcee blinked.

Nightflier grinned rakishly. "He's got an idea of what we were SUPPOSEDLY doing, right?"

"We WERE doing it."

Nightflier flapped his hands. "Sure. Let's just make this as awkward for him as possible." When she blinked again, he grinned, and before she could stop it, Nightflier threw back his head and gave the loudest, most obscene, "ARCEE! DEAR PRIMUS, RIGHT THERE!" that he could, successfully making heat gorge into her cheeks and a sputter to burst from her lips.

Nightflier winked at her, and she pressed her lips, fighting back a grin and deciding to Pit with it all. With an equally orgasmic, "OH, NIGHTFLIER! YES! YES! PLEASE, LIKE THAT!" they sent the most wrong message they could to him.

"UHH, ARCEE! SPANK ME, I'VE BEEN A BAD BOY!"

She snorted on a laugh, covering her mouth to muffle the sound. "YOU'RE MY BAD BOY! AH—UH, HARDER!"

He moaned like he had in the throes of ecstasy. "FRAG ME, ARCEE, PLEASE—!"

The door was thrown open, and it took all of Nightflier's self control NOT to burst out laughing when Ultra Magnus wasn't even in the doorway.

"You. Both. Dress. Out. Now."

It was Arcee that decided to throw the cherry on top. "Did you want to join us, Sir?"

That broke the straw on the camel's back. Ultra Magnus took a slamming step into the doorway and fixing his glare on them that could have burned through steel. "Are you out of your fragging—"

He stopped mid-sentence when they were both completely dressed and, initially, unassuming. But then, both Arcee and Nightflier burst into hysterical laughter at the duped look on Ultra Magnus's face.

Nightflier couldn't help it—he was HOWLING. Doubling up, he managed between his hysterics, "Arcee—Arcee, I can't believe—YOU ACTUALLY SAID THAT!"

From the doorway, the icy glare that fixed on them from the tall, broad, absolutely BROILING furious Ultra Magnus only seemed to make the situation even more funny. Arcee didn't press her luck by pushing his buttons more, but Nightflier gasped out, "What—What did you—THINK we were doing!" before that sent them both into stitches again.

Even worse, both Nightflier and Arcee knew it was taking them too long to control their glee when the black storm was just across the room. Stifling it down to painful giggles, Ultra Magnus waited, arms crossed as intimidating as possible and finger tapping for the mirth to die.

Finally, Nightflier wiped the lubricant from his optics and managed a tight, "Arcee, you are dismissed from—" he choked on a laugh—"DUTY."

Snickers sputtered from Arcee's lips immediately as she tucked her head and slipped past Ultra Magnus, but the second she was free from the line of fire her laughter began to shriek out again.

Try as he might, Nightflier was able to squish the laughter, but he couldn't do anything about the impish little grin even when he pressed his lips as tightly together as he could. Coming to stand at attention, he managed one word, tight from holding back laughter.

"Sir?"

A strangled vent worked its way out of the immobile SIC. His tapping finger didn't stop as he surveyed the completely unrepentant Prime who was STILL struggling to hold back his amusement. Nightflier stared back, lips quivering against the laughter as he waited for whatever Ultra Magnus was going to say. Instead, the instant he opened his mouth, Nightflier jumped forward while waving his hands.

"Wait, wait, wait, okay, I'm sorry—" but he was still laughing, shaking against the laughter. "Sorry about punking you like that, but—Magnus, you really are TOO EASY to pick on!" Before he could stop it, he was snickering again, tears beading up for a second round.

Finally, Ultra Magnus blasted an extremely perturbed vent from his systems. "Nightfall—"

"No no no," he hurried to say, "I'm really sorry, I really am, and it's not going to happen again, all right?" Nightflier looked up at his SIC in the effort to meet his optics to make the promise more authentic, but his lips twitched at the sight of his pinched features and flat lips and testy optics. He couldn't help the silent laughter shaking his shoulders, and the choked, "Cybertron below me, you have got the BEST expression on your face . . . !"

A tired sigh escaped the SIC. He pinched his brow between his fingers. "Nightfall, please control yourself."

"All right! All right, hold on."

Trying his best to do as asked, Nightflier took several deep breaths, making sure that even his stomach was relaxed from clenching so hard. However, he looked back up at Ultra Magnus, caught a second little fit, and had to fight those down too.

Finally, after making sure all the laughter was gone for good, Nightflier look back up, and this time he smiled sheepishly, putting a hand on his head. "Seriously, Ultra Magnus, it won't happen again. And I can't help but pick on you—it's how I show my love. You've SEEN me with Nightstalker."

Ultra Magnus frowned, dropping his servos to his hips as he looked down on the small mech before him. "Regardless," he tried, "it is unbecoming of a commander, much less, the PRIME to pursue activities like this at times like this. I've been looking for you all morning."

Nightflier shook his head, and gestured him down. "Come here." When Ultra Magnus hiked a brow, Nightflier gestured harder, saying, "Get DOWN here, Ultra Magnus, I can't talk to you when you're towering way up there."

Though clearly a little reluctant, Ultra Magnus knelt down to his knees to be on a closer level with his Prime. When he was settled, Nightflier reached forward, grabbed his shoulders, and looked him right in the optics.

"I need to tell you exactly how much I appreciate you."

The reaction was exactly what Nightflier was expecting. Ultra Magnus's optics popped wide in surprise, a flash of complete confusion marring his face before he managed to school his expression again.

Without missing a beat, Nightflier continued, "You do more in a week than I can do in my entire lifetime. You are the absolute backbone of this little group we've got—barring Ratchet, of course—but YOU." He waggled a finger at him. "You keep us running like we've actually got some function now that Ratchet's busy with other things. You keep the scheduling straight, inventory records, off-duty times, mediating disputes, and you'll mete out fair and proper punishments—minus me, of course, and you can let Arcee slide this time."

Nightflier tried to shake him when he seemed too stunned to react, but he met an immobile wall. "And on top of that, you've put up with ME. I mean, ME! You've helped me from the beginning, first of all, simply CATCHING me when I was falling to my death, and now every time I screw up as a commander, you're catching me now too. You helped me when I didn't have my wings, you let me sob all over you, and you've taught me more than I could have ever learned on my own. So I want to tell you THANK YOU, for all you've done, and all you're sure to keep doing. And to top it off, I'll even put my nose to the grindstone today and get as much done as I possibly can. Square?"

He watched the emotions flicker behind his SIC's face, optics wide open he was so shocked and completely readable. For a minute or two longer, he just stared, and finally he snapped out of his stupor and gave a soft, defeated groan, scrubbing his face. He sent Nightflier a withering glare.

"You are young, impetuous, and beyond troublesome, but damn it all if you aren't a genuinely decent mech."

Nightflier immediately gave an impish grin. "Just decent? I was shooting for a little more than that!"

Ultra Magnus grunted, lapsing back to his former self again, standing tall and saying, "Well. I'm sure one of these days you'll earn your stripes."

Nightflier nodded his helm, leading Ultra Magnus out, and he frowned suddenly. "Hopefully those aren't prison stripes."

"I have yet to decide which I meant."

Nightflier shrugged, almost skipping along he was in such a good mood. "Well, I want the tiger stripes, so don't go jinxing me. What is a jinx, anyways? Or why do tigers have stripes, for that matter."

He heard Ultra Magnus give a tempered sigh. "I would not know, Nightfall."

"No biggy," he said as they came into the base. "I'm sure Jack could probably explain it to me—NIGHTSTALKER!"

He bolted into a run, and before she could make it to Cliffjumper, Nightflier swooped in and grabbed her up in a tight hug, whirling her around. "GOOD morning, Nights!"

She rubbed her audio receptor pointedly and hiked a brow at him even as a smile toyed at the edge of her mouth. "Good morning," she replied wryly. "Though I didn't need you shouting in my—"

"Hey, I see what you did there!"

Before Nightstalker could finish was she was saying, Cliffjumper grabbed her up in an even bigger, tighter hug. He grinned as he sat her back down on her peds, a pleased light twinkling in his optics. "Good morning, Nights."

She pursed her lips, unable to decide if she found them cute or irritating. Nightflier smirked. "If this ends up being a hug competition between you two . . ."

*Did someone say hug competition?*

Her optics popped just in time for arms to latch around her from behind, and Nightstalker squeaked when she was twirled around again. *I win!* Nightstalker kept her face as disgruntled as possible as Bumblebee cuddled her up close to his chassis, unwilling to let go. *I win because I'm the cutest*

Nightflier let his jaw pop open in horrified shock, truly enjoying the irritated expression on his sister's face. "YOU?" he said, aghast at Bumblebee. "The CUTEST? No no no, dude, you've got it all wrong. I'M the cutest one!"

A barking laugh exploded from Cliffjumper. "Oho, you both are barking up the wrong tree. Everyone knows I'm the cutest! Aren't I, Nights?"

All three mechs looked expectantly at her, and Nightstalker pressed her lips tightly. Then, her savoir came from the crowd.

"I wouldn't answer that, Nights."

She glanced over to Jack on the gangway and arched a brow. "Why not? Because I'm the cutest?"

He grinned, but shook his head. "No. Have you ever heard of the Judgment of Paris?" When she shook her head in response, he said, "Basically, there was a golden apple sent to the fairest of all the Greek goddesses. Three goddesses claimed it, and the tie was broken by a man named Paris choosing who was the most beautiful."

When he paused, Nightstalker shrugged her shoulders. "So? What happened?"

"The Trojan war."

His flat, deadpan voice caused her to snicker. "Well, I doubt this war could get any worse—"

"PRIME!"

Nightflier nearly jumped out of his skin at the sound of Fowler's voice booming through the computer. Ratchet, nerves tempered over his time with dealing with the high strung human, didn't even blink.

Nightflier hurried over, excusing himself from the fun. "What is it, Agent Fowler?"

"I'm on my way to the base, but I just got word the 'Cons busted into the Solaris Particle Project at the South Pole!"

"In progress?"

"In progress!"

Nightflier grinned. "Well. Then let's put the brakes on this wild animal! Autobots! Up and at 'em!"

When Ultra Magnus made a move to go with, he was stopped briefly by Ratchet, given a voucher from both Nightstalker and Wheeljack of all people, before Ratchet reluctantly let him into the field. Nightflier glanced around the room before saying, "Bulkhead, Smokescreen, remain here with Ratchet to guard our prisoner." Briefly, he heard his sister squeak in excitement that she was finally getting to go with. His energon tanks twisted in worry, but he immediately felt his father's soothing touch in his spark that he was doing right.

It didn't really make him feel better, but the thought was there. "Everyone else, let's get this show on the road!"

It felt kinda funny, running through the ground bridge when everyone else transformed—barring his father—but that thought was swept from his mind the minute they got to the Pole.

"Frag me flying, it's FREEZING out here!"

Arcee transformed as they spotted the building in the distance that was most likely the endeavors of the Decepticons. "It's the South Pole," she remarked dryly. "You might want to brush up on your geography."

Nightflier waved his hand. "Another time." Gesturing for them to follow, he took them at a brisk, if wary, pace towards the base, on the lookout for any resistance. He didn't see any yet, and he presumed in his processor that with circuit-chilling temperatures like these, they would bunker inside the building instead of braving the elements. But, there was still call for precautions.

They were approaching the nearer vicinity of the base when he suddenly received a patch from Ratchet. "Nightfall," the medic said to him. Nightflier held up his hand, stopping the group as he focused on Ratchet's words. "I know this hardly seems the time, but it may aid you in your task."

"Go ahead."

"I believe that Megatron may be attempting to rebuild the Omega Lock." Surprise and shock etched across Nightflier's features. Of all things . . . Was it even possible? "Do we let him?"

Nightflier pressed his lips together. He knew what had become of the Omega Lock. He knew the pros and cons of it. And as he rapidly rifled through his thoughts, trying to figure out what the most prudent course of action was, he desperately wanted to talk to Ultra Magnus about it. He glanced back, but the mech merely frowned at him, wondering what was wrong.

His first major decision as Prime—to save or condemn Cybertron. A part of him wanted nothing more than to allow the Decepticons to do so, but he knew the political reasons they couldn't, and he knew the probabilities of them actually being able to seize the Omega Lock weren't good. He closed his optics, straining against his spark. If Primus willed it, the Omega Lock would be built or restored regardless of his decision.

"No," he finally said. "I know why, and you know why. And I'm not going to allow a repeat of the tragedy that happened the first time."

Ratchet's crushed sigh was audible over the line. A guilty thread wove itself through Nightflier's spark. "Understood."

The line cut dead, so Nightflier continued their quest, unrest weaving into his spark as he went. He wasn't even fully sure of the decision he had just made. Something so important, and he hadn't even dwelled on it long. But then he reminded himself that he COULDN'T dwell on it long. If they were to stop this heist, that would mean to stop the construction of the Omega Lock—

A sharp screech rent the air. Nightflier jerked and whirled, and his spark hit his peds at the sight he saw.

THAT was the Predacon? Nightflier gaped, astounded at the primal magnificence of the beast heading their way, fear slithering its way into his spark. He couldn't fight that. He wasn't enough to fight that—

The Predacon pulled up, hovering, and its chassis expanded, and unholy horror rose in Nightflier's optics. Swimming flames gathered in its chassis, and he watched, frozen as the pressure rose up its throat, and a cold chill settled in his chassis.

"Down!"

The fireball shot from the Predacon's jaws, and the Autobots scattered.

Nightflier stayed rooted to the spot, paralyzed by suffocating fear as the burning flames hurtled towards him. He stood in the streets of Kaon, in the heart of the danger, pinned by the weight of his fear, pinned by the weight of the beam on his back, mangling his wings, fire, so much fire, it loomed, it came closer it was going to kill him he was dying and he could hear the screams of the dying—

"NIGHTFLIER!"

A heavy weight slammed into him in a full throttle tackle. The wind gusted out of him. The heat singed by. They landed, and Nightflier felt himself whipped up to his feet and his shoulders grabbed and shook. He was shaken almost violently, and through the twister of sickening terror in his spark, Nightflier felt unbridled panic forcing itself again him.

For a second, he didn't even realize it was his father shaking him. And then, it took him a second longer to realize he was shouting in his face.

" . . . do that to me again! You hear me? Don't you EVER do that to me! NEVER freeze up like that! NEVER!"

For one second, Nightflier felt like a child again. Just a young sparkling, in way over his head, and he trembled all by himself when Dreadwing released him. Whirling around, almost shell-shocked, Nightflier tried to keep himself from hyperventilating.

"Go," he finally cracked out to them. He pointed when they just looked at him. "This battle is for fliers only." He looked to his second in command. "Ultra Magnus—"

"You heard your leader," Ultra Magnus said when they hesitated. "Forge ahead!"

Nightflier whirled to Nightstalker. "Nights, I need your whips."

She blinked at him. "What?"

"Please!" he said more forcefully, extending his hands. "I need your whips! Trust me!" She jumped at the force in his words, but obligingly handed them to him. "Ratchet, Nightstalker needs a ground bridge, immediately."

"No!" Nightflier jerked away when she nearly grabbed her weapons back. "You promised I'd be in on this one! You promised me!"

"No!" Nightflier snapped at her, optics hardening. He glanced up, watching the beast as it came around for another attack. "That was before! This is NOW." The ground bridge blasted open near them, and he pointed a finger, servo shaking in terror as he pulled the rank he had barely used. "Go."

"You promised me!" she shouted back. Anger curled in the back of her optics, and she clenched her fists. "I can do this, Nightflier, but you won't let me!"

Dreadwing drew his cannon, watching the Predacon circle back. "Nightflier, you've held her back long enough!" he said sharply to his son. "She CAN handle it, Nightflier! We need all the help we can get—"

"I said no!" Nightflier growled. "Nightstalker, I am your Prime, and I order you back to base!"

He watched her facial features shutter into an icy mask. She turned on her heel without another word to him and headed through the ground bridge, and it closed behind her with finality.

Though he didn't know how he was ever going to make it up to his sister, the vice of apprehension clenching his spark released a little. She was safe. She was going to be safe. It was going to be all right. She was safe now.

He whirled back around when his father open fired on the oncoming beast. Holstering the whips on his hips, Nightflier pressed his lips mulishly together. He ignored his father's reprimand about his sister and instead focused on the battle at hand.

He could deal with that later. For now, he had a beast to tame.