The alarm rang as if there was no tomorrow, Outride got back to his pedes after the impact had made him fall to the floor. He cursed Primus and all the Thirteen and activated his blaster. He could guess what had just happened, the Seekers had attacked the base instead of flying the Pit out of here.

"Prisoners are escaping!" Somebot shouted as Outride ran down the corridor with many other soldiers.

When they got to the prison wing the fight was already over and the landscape didn't look to appealing. Two missiles had destroyed the thick, concrete walls so Cons that could fly probably had vanished but grounders had had less luck, as they were still outnumbered by the Autobot soldiers. Nevertheless the whole place was demolished beyond further usage, at least for a few lunar cycles. Most of the guards who had been on duty during the attack got offlined, their motionless frames were laying among the rubble.

"Call for the medics!" The chief of security shouted her orders, "Search for survivors!"

The truth was, the more guards had died, the less witnesses there were to confirm that Outride had been in the storage room before the incident. He sighed, it all had turned out too spectacular for his liking but as long as nobot suspected him... Still, the stupid glitch could have warned him first. What if he had made it on time to her transfer? He would have been dead just like those guards here.

Watching the flames dying out Outride made a promise to himself, if he ever met this crazy femme again, he would thank her for reminding him how dangerous and strong Seekers really were.

The units of Cons who had escaped the Autobots returned to their old bases or grouped up and built temporary shelters, North had stayed and helped with the building of a place like that where she could tend to injured mechas after the attack. Busy with her work, she still wondered if the bright-green mech was alive, he seemed to haunt her mind as an agitating reminder that, if it weren't for him, she'd still be there. And worse, she'd be offline.

A few lunar cycles later she was cleared to go on another scouting mission, her objective was to search for any survivors and this time she came prepared with heavily armored grounders for her protection and a few stealth seekers to watch the skies as she worked. They had to ward off a group of Autobots leaving North to herself as she attempted to repair a mech whose midsection was practically destroyed. Unluckily for her a familiar Autobot happened to be in the area and she was none the wiser about Outride's presence.

His current mission was to simply command the small Autobot squad on their way from Macron Gamma to Macron Delta base and back. The squad contained two transporter car-formers, two bodyguards and him – the commanding officer. The mission objective was to deliver the supply needed for repairing the equipment that had been destroyed during the latest prison escape. And all would be easy like a piece of oil-cake if not for a certain, unidentified cybertronians that one of the bodyguards had just spotted off-road.

It was only two individuals but that could be a trap. Outride ordered them all to wait while he and one of his bodyguards would transform and approach the unknown bots with caution.

The two of them walked forward as quiet as they could and to Outride's surprise the dark frame kneeling over the others half-destroyed frame looked awfully familiar. Those black perky wings, those scarlet red bio-lights – he knew that femme, no doubts. It had to be NorthStar.

They were still a few mechanometers from her when she heard their pedesteps. The bodyguard aimed at her with his gun but Outride held him from firing with a hand gesture. The other three Autobots stood quite far from them but the femme seemed to be on her own. At least that was what Outride thought at that moment.

The femme's wings flared as she turned around hearing somebot approaching.

"Oh frag," she muttered under her breath pulling out an energy shield and activating it.

"You can't leave me here, the Autobots are coming," the mech who she was repairing croaked and she only sighed.

"Look, I'm just doing my job so why don't you all just move along," she said giving a sharp look to Outride, now pulling out her sword too.

"Sir, they are Decepticons!" The Autobot soldier shouted noticing the faction logo on the injured mech's shoulder plate.

"Everybot stay calm," Outride commanded and then turned to the femme, "Are you two alone here?"

"Lucky for us, no," she said with a smirk before the flyers landed pointing their blasters at the Autobots and the grounders came waltzing up after. "You see, I don't make the same mistakes twice." North cooed as she carefully picked the injured mech up. "But we'll leave now and no one has to get hurt, just let us go," she said slowly backing behind the grounders.

He thought of that for a long moment, the tension between the Autobots and Decepticons all aiming their guns at one another was getting unbearable. The other three members of his team had already seen more Cons arriving and they were heading this way as well. A few more astroseconds and their forces would be more or less equal. Or rather less than more - considering the Decepticons were all trained soldiers while two bots of his squad were only mechanics and couriers.

Making his decision he slowly raised both hands up in a gesture of surrender. Seeing this, his bodyguard did exactly the same. The Cons didn't lower their blasters but some of them smirked contemptuously.

Suddenly, with a move as fast as lightning, Outride pointed his gun at the Autobot next to him and fired. The mech fell to the ground hit square in the helm, his frame shaking convulsively before he offlined.

North stared at him in disbelief, was this the same mech that had gagged and cuffed her for only comparing their two factions? And now he had seemingly turned on the Autobots?

"What do you think you're doing?" The poor medic was so confused and still trying to process what just had happened.

Even the grounders looked a bit surprised by his actions, though the other Seekers couldn't really care less.

"Don't just stay there," Outride barked at the Cons who still stared at him or at the offlined body, "kill the other three before they call for reinforcements." His blue optics had a cold expression when he locked them on NorthStar's face. "We will talk in a moment, Sweetspark. For now enjoy the fight."

The Seekers instantly armed their sniper rifles taking all three remaining Autobots out and only slightly questioning why they were taking orders from some bossy mech they'd never seen before.

North arched an optic ridge at him.

"Sweetspark, huh?" She questioned with a skeptical look. "So betraying the Autobots? You had it good with 'em Boy Scout, why give it up?"

She handed the injured mech off to one of the grounders and walked over to Outride.

He didn't dare to move just yet, just in case the Cons wouldn't believe in his good intentions. They didn't know him obviously, only NorthStar could actually testify to his previous act of helping her. But seeing her all surprised and unsure and maybe even curious to hear his story made him a bit too cocky for these circumstances.

"Don't flatter yourself." He smirked, and this smug expression didn't really fit his young-looking face-plate. "It's not because of you. I was on the Decepticon side all along," he briefly explained. "Why would anybot sign up for a losing team when they can join the future winners?"

"I never said it was because of me, smart aft, and why should we believe that you're not trying to trick us?" She questioned cocking a hip as the other Seekers turned their aim to his helm. "As far as I'm concerned, you're just another Autobot. So tell us something to sway our opinion, otherwise you'll be joining your buddies over there." She nodded to the dead Autobots keeping a cold glare on him.

"Yes, ma'am," he agreed mockingly, imitating her own way of acting from a month ago when she still had been trapped in the Autobot prison. "Do you remember when I asked you to memorize my name? That name was a lie. My real name is Acrid. You can check my files if you have an access to the list of bots recruited at Vos five solar cycles ago. Or maybe you'd rather call Commander Starscream about that?" He cocked his head to the right side. "I guess the fact that I also already saved your spark risking my cover means nothing to you?"

"Oh, you are a clever one, and no it never did. I just thought you were another mech who'd fallen hopelessly in love with me," she said jokingly. "Well, if you are a Decepticon, I'm glad I won't be sided with a complete idiot. Alright boys," she ordered her escort, "I need to save this one but my good tools are at base, transform and let's move out!"

The mechs nodded, transformed and took off.

She really did find it amusing that he risked so much to save her, he was hopeless. In love? Dubitable. She chuckled to herself thinking over her little stay in the prison.

Acrid looked at their sleek, fast alt-mode with a pang of envy in his spark. Seekers really had it all, the grace, the looks and the fire-power. Of course a femme like NorthStar wouldn't bother with a grounder like him, and if all he had done so far didn't impress her enough to show some gratitude, he didn't know what would.

"You still owe me!" He called at her trying to outshout the sound of jet engines. But to be honest, he didn't believe they would meet again. And even if they did, she wouldn't give him what he wanted. It was better to forget about her, about her and her damned wings and hips and heels.

She chuckled softly hearing his call, ordering the others to continue to the base and take the injured bot on hook. She flipped up and around transforming midflight and hovering down to him. "Owing you, am I?" She questioned with a smirk, walking around him. "I suppose for busting me out I do owe you some shred of gratitude. It is after all not every day that a mech would do that for someone, let alone another Decepticon," she stated stopping in front of him. "So tell me, how do you wish for me to repay this debt?" She murmured teasingly and her wings flicked, she couldn't believe she was honestly doing this. What about this mech made her want to stay, what about this jerk made her happy? What about him made her curious? She just couldn't wrap her helm around it.

At first he couldn't believe she actually came back down to him, her unexpected action made Acrid suddenly lose most of his confidence. Did she want to tease him some more as she had done before? Should he fall for her seduction and tell her what was on his mind?

"Well," he started, his voice sounding raspy. He licked his lipplates which had gotten dry for some reason before he could even utter the rest of it. "Back in the jail we didn't have the time and we got interrupted, remember?" He moved his right servo to touch her faceplate just like he had done back then. "So I though..."

"Well, if that's all you want~" she purred softly before cupping his cheek with her servo, pulling him into a quick kiss. Her wings fluttered slightly as her visor and biolights glowed happily. She had to admit, she was glad he'd said something before she was out of audial shot.

A jolt of pleasure shot through his frame the very moment their lipplates met. It all happened so fast and made him hungry for so much more. He put his left servo on her perfectly curved hip-plate not wanting her to move away just yet.

"It's not all," he whispered into her audio receptor, "I want to... Let me play with your wings."

She gave an amused look before turning around. "Go ahead, but be careful. They are rather sensitive." She chuckled, the lightest hint of a dusty blush covering her cheeks.

Acrid's spark pulsated frantically as the femme submitted to his request. Her long, black, delicate wings were within the reach of his servo. Finally! He licked his lipplates again and slid one of his fingers along the edge of her right wing. The movement was as light as a gentle breeze. He would take it slow this time - he wanted to fully enjoy it.

Next he pressed both hands on the spot where the wings connected to her back-plate, he gave a small rub and slowly moved up to the pointy top. When his palms got there, he pinched the sharp, red end and teased it with his fingers. It was the first time he had a seeker letting him do things like that, the excitement filled his energon-lines, his frame starting to overheat.

She purred softly crossing her arms and biting her lip, she'd never admit how amazing it felt and she was definitely going to try not to show that either. Though, that ultimately didn't work as her wings pushed lightly into the touch which was making her relax.

That was until he pinched the tip making her face go bright pink, her purring got a bit louder as her frame heated up a bit. She'd never really let anyone touch her wings except other Seekers and that was for cleaning and repairs.

"Hey, w-what did I say about being careful!" She grumbled, cursing herself for stuttering.

He knew she enjoyed it as much as he did, he could tell from the sound of her voice even if the words she had actually said suggested otherwise. He smiled but she wasn't able to see this.

"Did it hurt?" He mocked still grinning like an idiot. "Don't worry, darling. Let me kiss it better."

Not waiting for any reply, he pressed his warm lipplates against the side of her right wing.

She shuddered softly as her wings arched.

"Shut up, I don't have to let you play with my wings," she huffed not liking his smart remarks and at the same time enjoying the wing rubs.

Not even pretending to be sorry for this little mockery and not really discouraged by the femme's grumpiness Acrid let his lips travel up her wing, kissing his way to the top.

"Of course you don't have to," he murmured seductively stopping his caress for an astrosecond, "but you want to, don't you?"

To make his point, he used his wet glossa to lick the tip of her already warm wing with a quick, flickering movement.

She blushed darkly as a soft pleasured gasp escaped her and her wings started to quiver.

"Maybe, but I can find any mech to do it. It doesn't have to be an inexperienced little grounder," she snorted. "Maybe I should go find another Seeker to do it, I'm sure they'd already have me pleading for more~"

She was teasing him, seeing what buttons she could push before she pushed too far. Unfortunately, she had just touched on a sore point with her snide remark. Acrid paused for a moment feeling the energon boiling with rage in his cables. His palms clinched on her wings uncontrollably.

"Shut up," he huffed, his optics burning with a mixture of need and anger.

She winced slightly, both at the grip on her wings and his harsh tone.

"Alright, if you're going to be like that let me go and you'll never have to see me again."

Realizing that he might have overreacted, the mech loosened his grip and tried to calm down. The second was hard to achieve however, especially with all those mixed and intense feelings that were rolling inside his tank. He didn't want her to go. Heck no, he was not going to let her fly away just like that! But at the same time he was not going to apologize to her either.

"You're talking too much," he muttered half-annoyed and half-embarrassed of what that damn femme had done to him, making him lose his self-control as if he was a mechling. "You Seekers think you're so independent. But if it wasn't for me, you'd be rusting in the Autobot prison 'till who knows how long. The Decepticons will always need some grounders. And I can make you need me too, just wait." He nipped at wing passionately showing her his determination.

"Talking too much? You must not have very much experience with the Seekers, frankly what I say is bland compared to others," she snorted once again submitting to his welcome touches. "Seekers are practically made to play off the strength of others. It's just how Seekers work, it's how we've always worked." She said softly as her wings twitched, she squirmed slightly when he started nipping her wing making the other one flicker and her frame heat up even more.

Acrid, being a deep cover agent had almost never had an occasion to interact with the Seekers at all. That was partially why he treasured every astrosecond of this situation. He might even have been interested in what NorthStar had to say, if not for his mind full of other, more pleasurable thoughts right now. His greedy hands wandered over her wings along with his glossa, he was leaving soft bites here and there admiring her frame's reactions to that.

After a while the mech moved on to her hips. Not like he was bored playing with her wings already but he wasn't sure what would pleasure a Seeker femme the most and he had a few ideas to try out. Putting one hand on her right hip-plate he pulled her even closer, wanting her to feel his overheating frame behind her. When their armors connected he let out a small gasp. With all the attention he gave to her he almost forgot about his own frame.

"Someone's ready for some fun~" she chuckled turning to face him and pushing her chest against his before kissing and nipping his neck while her servos roamed his frame with light teasing touches around more sensitive areas. She bit down on his neck hard enough to draw energon, which wasn't a challenge with her rather sharp fangs. Her claws traced his transformation seams before she leaned toward his audial: "Too bad you won't find that type of fun here~" she whispered before pulling away from him and taking a few steps back to look at his face while the pink in hers faded, replaced with a smirk.

The mech's blue optics, dimmed with desire, gazed at her with a sheer surprised as if the words she had just said didn't sink in yet. He took a step in her direction, a few drops of energon from the bite mark on his neck cable staining his bright green armor.

"W-what?"

She cupped his face.

"Oh Sweetspark, there's a lot you've yet to learn. Lesson number one, don't let your lust show around a seeker, we instantly pick up on it. Lesson number two, I don't get down with mechs who I know next to nothing about. You've had your fun, you played with my wings and my dignity, and I gave you a little something back. Move on to something better than a stubborn seeker." She said with a soft smile rubbing circles on his cheek with her thumb.

Acrid's optic ridge twitched out of frustration. Not only he understood that there would be nothing more and that his fun time was over, he also just got lectured by this pesky femme as if there was nothing between them at all.

He brushed off her hand with an angry gesture.

"Who do you think you are, femme?"

"Who I am? I'm a worthless piece of slag who was torn down and reconstructed from the ground up to serve a cause I don't believe in, another pawn in Megatron's game. I'm what I've always been. You're wasting your time getting mad at me, go find a nice dull seeker femme who's worth your time. Because it's fair game with them."

That was not the reaction he had expected but surprisingly enough it made him calm down.

"Only idiots believe in Megatron's cause," he told her with a serious tone, "and still Megatron is gonna win this war, he's strong and that's all that matters." He looked around at the dead Autobot frames around them as if they proved his words. "You think you're the only one who has gotten seriously damaged?" He added with some hesitation. "And do you know how much was left of my frame after the Armada destroyed Simfur city? Not much but I learned my lesson."

"Nothing from my frame was destroyed when they 'repaired' me, but they wanted a war machine. Not a scrawny runt who couldn't outrun drones in her alt mode." She explained flatly but a bitter undertone was still to be heard in there. "The Decepticons will win this war, and we'll be right there with them." She said wiping the energon off his armor "I'm sorry your city was destroyed, I believe we both have an understanding of what it's like to lose it all."

Indeed, nothing was left of his old life as a neutral, career-focused merchant called Outride. He was Acrid now with everything to gain. And nothing, absolutely nothing would stop him from getting the position he deserved.

"I'm not gonna lose everything twice," he convinced her with a small smile on his face, "that's why you have to help me here. The Autobots will come to realize this mission has failed. And they will find four offlined frames. Four frames and one injured mech, who just happened to survive. You know what I mean?"

"I do, now how much pain can you take and how convincing would you like the wounds to be?" She smiled cracking her knuckles and neck as her wings fluttered. She liked him but she liked beating the crap out of people a little bit more.

He let an air out of his cooling system with a troubled 'heh'. What was coming wasn't going to be pleasant, it couldn't be avoided though. At least he had some nice memories of the sweet taste of her pretty wings on his glossa.

"Convincing," he decided. It was better to be safe than sorry, his story of the Cons' attack had to be believable. "But maybe not extremely convincing," he added on a second thought.

All he hoped was not to whimper in front of that femme and got himself ready for a world of pain.

She purred softly before getting to work, slamming her knee into his chest plating, successfully denting it before adding a deep slash along his arms and abdomen but not deep enough to be difficult to repair, she grabbed his arm and dislocated his shoulder before destroying his left leg, grinding it under her heel.

Once it was all said and done he was left on the ground. She smiled kneeling down next to him and cupping his cheek.

"Until we meet again~," she murmured softly before kissing him sweetly and holding him there before letting go.

With a mouth full of his own energon coming from a cut on his swollen lipplates, Acrid wanted to say something but wasn't really able. The words he mumbled sounded a bit like "find me" but on the other hand it could have just been "thank you". He watched his winged beauty walking away before transforming into her jet-mode and taking off.

He would definitely miss her – that was for sure.

When NorthStar flew away he opened his comm line and called the base: "Mayday, mayday!" He coughed spitting the energon while talking. "Officer Outride speaking... We got attacked... We're requiring a medic, Autobots down..."