It was a dark and stormy night aboard the Nemesis, everything was quiet. Too quiet. Most of the crew was in recharge, but Knockout was up late, working on the Synthetic Energon formula he had acquired from that. . . interesting experience with the Autobot medic a couple days ago. Megatron had ordered its immediate analysis, and he had been working overtime in order to keep up with the warlord's demands. Tonight was one of those nights. Quietly he hummed to himself as he stared at the computer screen.

Clank!

He looked over his shoulder, trying to determine the source of the noise. He turned back around, shrugging it off as nothing when the computer screen turned off abruptly, and he heard the clank again. He threw his hands up in frustration.

"What the frag? Ugh, worthless glitch-ridden. . ." He kicked the computer.

The room went silent, and he was about to call maintenance when he heard a very quiet. . . drilling noise? Then another large CLANK.

He walked out of the medbay, and looked both ways down the hall. It was empty. he quickly picked a side, and started walking. It was probably a stupid decision, but he was going to investigate this himself. Blame it on the lack of sleep. Normally, he would have woken up Breakdown up to go with him in such a suspicious case, but his friend was a heavy sleeper who could get a little more than grumpy when woken up, especially for such a simple, stupid thing like this.

Following the sound of the drilling noise, he heard footsteps coming down an opposing hall. He quickly prayed that it wasn't Megatron, or worse, Starscream. He rounded the corner and met a Vehicon patrol.

"Hey, you." Knockout greeted the leader. "Can you tell me what that grating noise is? My audios can't stand that awful sound much longer!"

"We haven't heard any such noise, doctor." The Vehicon responded.

"How can you not hear that?! Be quiet for a moment."

Empty silence.

"We are sorry, doctor, but we don't know what you're talking about."

Knockout cursed. "Fine. Continue."

The patrol walked off. Soon after, the noise started again.

"Are you serious?" Knockout said under his breath.

As he continued onwards, the sound only got louder and louder.

Whirrr. . . CLANK. Whirrr. . . CLANK.

He kept walking down the corridor.

Whirrr. . . CLANK! Whirrr. . . CLANK!

Knockout covered his audio receptors. By the Allspark! What was going on? Just when he thought his hearing was going to be permanently damaged, the noise ceased. He about to turn back, but his gut told him that he was close. He rounded another corner and nearly gasped.

The entire wall was bare and exposed. All sorts of electrical workings were damaged, and lights were flickering off and on again while various outlets sparked.

"Primus and the Thirteen. . ." He said out loud, then quickly covered his mouth. "What happened here?"

He turned away and made a comm. link call.

"Yes, maintenance? The entire left wall of sector Ceta has been completely stripped. . . yes, I'm serious! I'm standing right in front of it! Come down here immediately!" Knockout sighed and looked over the damage again. He could hardly believe this was real either.

"Good, thank you. Now- wait, be quiet."

Knockout paused. The noise was back. It was. . . down in the floor? There was a loud popping noise as a crack appeared in the floor. He took a slow step back.

That's when he saw it.

A Scraplet! What was one doing aboard the ship?! The cute little thing blinked innocently at Knockout for a few seconds before giving a toothy smile. The sound of drilling filled the air.

"AIIIIIIIIIIIEEEEEEEEEEE!" Knockout screamed as it flew towards him. The Vehicons he had talked to earlier came in running when they heard, but once they saw the Scraplet, they turned and ran the other direction. Knockout followed them, still screaming, and pulled out his chainsaw.

"Not the paint! Not the PAINT!"

Breakdown woke up when he heard the loud scream. He rubbed his optics, his vision still blurry. He got up off his berth and walked out of his quarters. There was nothing but empty silence either direction. He was about to go back to bed when he heard frantic footsteps coming around the corner fast. He flinched when he saw Knockout sprint around the corner, nearly falling over but colliding with the wall. The medic didn't even take a moment to recover before taking off again towards Breakdown.

"Hey doc, what's got you so-?"

"SCRAPLET!" Knockout shrieked as he raced by.

Breakdown's optics went wide as he saw a little silver thing flying through the air. . .

"AAAAAAHHH!" Breakdown barely had time to yell as he began running as well. Then he heard a strange noise in front of him.

Whirrr. . . CLANK.

A little piece of ceiling fell on him, hitting his shoulder. When he looked up through the hole, he saw hundreds of Scraplets open their mouths and charge. Still screaming, he transformed into his vehicle mode and drove as fast as his wheels could take him, the Scraplets not to far behind.

He soon caught up with Knockout, who was telling a group of Vehicons to sound the alarm.

"Scraplets coming through!" Breakdown hollered to the upcoming group. Knockout looked over, then dived out of the way as the five unlucky Vehicons became targets. This gave Knockout and Breakdown a chance to get a head start. They transformed and raced down a hallway.

"How did they get on the ship?!" Breakdown asked in confusion.

"I was about to ask you the same thing!" Knockout spat in return. "Do you have any ideas on how to fix this situation?"

"We have to sound the alarm. There's fragging Scraplets onboard!"

"Are you insane?" Knockout replied. "Do you want to wake Megatron up?! Your funeral!"

"It'll be all our funerals if we don't" Breakdown looked in his mirror, seeing five puddles of energon that used to be Vehicons.

Knockout sighed "You're right. Screw it. We're fragged anyway."

They raced down the halls. Breakdown almost remembered that alt. modes weren't allowed onboard the Nemesis, but just the mere thought of being torn apart by Scraplets pushed the rule from his mind.

When they got to the tall doors of their leader's quarters, they heard the familiar drilling noise. They paid no mind. They pressed the emergency button on the door controls.

"WHAT IS THE MEANING OF THIS INTRUSION!? IF IT IS ANYTHING LESS THAN THE AUTOBOTS MOUNTING A FULL ATTACK ON MY SHIP, YOU WILL REGRET YOUR DISTURBANCE!"

The two nearly jumped out of their frames when they heard Megatron's voice through the speaker.

"Scraplets-!"

"Scraplets, my liege! On board the ship!"

The doors opened, and a very angry Megatron stepped through.

"How did you let Scraplets onboard my ship?!" He snapped.

"It wasn't our fault-" started Breakdown.

"-I heard the noise and when I went to go investigate and the Vehicons and-" Knockout frantically added.

"Then come back when this infestation is taken care of!" Megatron replied. "Next time, find a better reason to interrupt my recharge!"

Megatron stepped back into his quarters and the door shut behind him. Knockout and Breakdown looked at each other in alarm.

"What are we going to do?" Knockout whimpered.

Breakdown did not reply and his face became stern. He reached for the emergency button again.

"What are you doing? Do you want to die?" Knockout tried to shove his arm away, but it was too late. Breakdown hit the button.

The door opened again.

"WHAT ARE YOU DOING JUST STANDING HERE-!"

There was an excruciatingly loud noise. A familiar noise.

Whirrr. . . CLANK!

The back wall of Megatron's quarters split open. The entire Scraplet horde crawled through, their feet clinking quietly across the floor.

"My liege, behind you!" Knockout pointed.

Megatron turned around.

"S-S-Scraplets?"

They bared their teeth.

"EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEKKKKKKKKKKKKKK!"

The three barely had enough time to think, let alone transform before they took off running. Megatron, with the taller frame and the longer legs, quickly took the lead, and Knockout and Breakdown followed the random path he took down the halls. Where they were going didn't matter, not with Scraplets literally nipping at their heels.

Knockout was quickly out of breath. He wasn't built for this kind of endurance. Even though his instincts screamed at him to keep pace, he began falling behind the group.

Megatron saw him losing speed and did a quick victory dance in his head. If Knockout was Scraplet bait, it meant that he had time to get off the ship in one piece, never mind that he'd probably need a medic at the end of this.

Knockout gasped for air as his leg motors burned.

"Break- Breakdown! I require. . . your assistance. . ." He called out.

Breakdown looked over his shoulder and saw his friend struggling. He began slowing down as well.

"Are you a fool?!" Megatron could not believe his optics. "Do not go back for him! I command you!"

Breakdown ignored his leader and slowed down to Knockout's pace.

"Come on, doc. You got this. Breath." He started the pep talk. "Run like you've got Scraplets on your tail."

"But- I DO have Scraplets- on- my- tail!" Knockout said between gasps.

"Well then keep running!"

"You don't have to tell me that, frag you!"

Soundwave snapped out of power-down when an alarm rang on his visor. He bolted upright, and accessed the emergency footage.

It was in hall Alpha. Lord Megatron, Breakdown, and Knockout were all sprinting the direction of his quarters. He heard their voices.

"I didn't know Lord Megatron screamed like a girl!" Knockout said, half laughing, probably in shock.

"If we weren't getting chased by Scraplets, I'd have your spark for that!" Megatron replied, but his voice shook by one point nine percent. This was not normal.

"Who cares?! Just RUN!" Breakdown responded to the two.

Soundwave tried to run a quick evaluation of the scenario, but his visor didn't have enough processing power. He got up from his berth and connected with his computer.

The burst of power as he connected with the Nemesis mainframe was the same as always, and there was no time to revel in the feeling. He quickly ran a simulation of the scenario, and simultaneously gathered evidence of the ship's damage status. Thirty-five point six percent of the ship was out of operation, as evidenced from the many error messages he was getting from the various systems.

The evaluation was complete. Soundwave viewed the data. It showed an obvious solution to the Scraplet problem. It would, however, require him to override his basic instinctual programming and stand his ground in front of an entire horde of four thousand Scraplets.

Soundwave disconnected from the computer and calculated the time of Scraplet arrival. He checked to make sure that his Groundbridge operating system was operational. It was. He set the coordinates.

He stepped out of his quarters and heard the faint sound of footsteps and shouting. It grew closer each passing second. He walked to the middle of the hallway and planted himself there.

Just as he predicted, Lord Megatron, Knockout, and Breakdown rounded the corner. They noticed him and began shouting at him, likely thing like to begin running and get out of the way. He tuned them out.

He could still feel the vibration, the vibration of the thousands of tiny drills, each whirring in unison.

Soundwave faced the Scraplet hoard that charged around the corner. He stood deathly still and opened up a Groundbridge in front of himself as soon as the first Scraplet got in range.

Fear. Fear was all he felt. All he could feel. The sheer noise felt like a thousand needles stabbing into his processor, the drills and whines of the Scraplets as they were sucked into the abyss. Still he stood silent, the green flickering of the Groundbridge reflecting off his visor.

He kept it open until the last scraplet made it through, and then quickly closed it. He stood there for a couple seconds, trying not to shake, knowing that his leader was behind him. He turned around.

Knockout, Breakdown, and Megatron all had their mouths hanging open and optics wide.

Soundwave looked away and walked back to his quarters.

"Holy frag. . ." Knockout was the first one to speak. "Did he just. . . did he just do that?"

"Yeah. At least, I think he did." Breakdown replied.

"Of course he did."

They both looked at Megatron in surprise. He spoke with great respect and sounded. . . admiring, even. Something flickered in his optics.

"My. . . liege?"

"Of course he did!" He snapped, his voice returning to its usual angry tone. "You two imbeciles couldn't think of any solution besides being cowardly! Take notes."

Knockout and Breakdown looked at each other, before speed walking away. They weren't going to run if they didn't have too.

"That was quite the experience." Breakdown said.

"That was terrible! I never want to do anything like that again. And I scratched my paint! Ugh!" Knockout looked over his frame.

"We can fix that tomorrow, doc." Breakdown replied, then started laughing.

"What are you laughing about?!" Knockout asked.

"I still can't believe Lord Megatron screams like a girl." He giggled.

"I HEARD THAT!" The warlord roared.

They both ran faster than they did from the Scraplets.