Ratchet had long considered himself neither a leader nor a protector to anyone. He was a medi-bot - certainly not a fighter, by any stretch. He was not exactly diplomatic either, culturally curious, or - by his own admission - even all that open-minded. And if he was going to lead any expedition at all – even one he'd practically walked into the trap of being talked into – then surely a pair of small, young femmes were far from the companions he'd have felt most comfortable with the task of watching over.

Speedbreaker's involvement made sense – at least for basic and practical reasons. The apprentice engineer had so much to learn from venturing out – even if the reason then for doing so, had nothing directly to do with engineering. Besides, she was, admittedly, a pretty good negotiator. But Firestorm? Ratchet sighed as he wondered to himself again, exactly how it was that she, of anybot, had talked him into taking her along. And he cringed inwardly for a second as he drove slowly along, dodging the rubble of a long abandoned mountain roadway – too easily imagining just how many ways Soundwave could scrap him if anything were to happen to the white and yellow mini-bot.

'Darksteel's Youngling may well have helped save the life of hers,' Arcee had said that morning, when Ratchet had grumbled, questioning the mini-bot's determination. And her tone had made it fully clear that that should have somehow been enough to convince him. 'That means something!'

Having a flier around did certainly have real benefit though. And Ratchet huffed under his intakes, silently admitting that much to himself as he watched her flying off ahead, only to make a quick, wide loop overhead, before she zipped closer again, keeping up perfectly in from her low elevation above.

"The road is nearly impassible to wheels up ahead," she said, over the low hum of her spinning engine turbines. And to Ratchet's suddenly motion-sick horror, in simply watching her, she flipped a fast barrel roll for no clear reason above him, before righting herself easily and flying slowly onward.

"Well..." Speedbreaker said, as her front wheel slipped just a little against loose ground under her. Her small vehicle form corrected at once. But there was most certainly an audible gasp of momentary panic from the front of her two-wheeled form. "Guess we walk from here then?"

"Yep." Ratchet was in bot-mode before he'd even answered her. And he nodded quickly when Speedbreaker transformed back into hers with the same fast efficiency.

"You stay in your alt mode for now," Ratchet said to Firestorm, looking up – primarily out of habit and simple politeness – to talk to her. "We could use a plane's scouting abilities."

"Sure thing." Firestorm's agreement was instant. And promptly she took off again, in another slow and wide loop overhead.

"We should be close now." Speedbreaker studied the map, and read from a data-pad she held in her hands. And she looked around her, obviously searching for some usable landmark. "This does seem to match the location Shockwave gave us. Although..." she paused, both in her words and her steps. "You're absolutely sure that Shockwave wouldn't lead us right into some trap... or an ambush?"

She sounded so much like Arcee. And Ratchet nearly chuckled out loud in that realization, until he saw the young two-wheeler's chrome foot slip somewhere on the steep path downhill. He grabbed her at once, holding firmly to her arm, to steady her – and looked out over the steep drop off the cliff beside them with his spark pounding hard.

"Thanks," Speedy muttered, wide-optic'd and so clearly relieved, as she looked over that steep edge herself.

"Careful," Ratchet warned her. "We don't need any twisted limbs or busted hinge joints on this excursion."

"Right..." Speedbreaker answered, still just a little shaken up.

"As for the trap or ambush theory, I very much doubt it," Ratchet said, picking up the previous conversation once all feet were again firmly on the ground. "Shockwave may be many things. But he's always been honorable."

They continued on then, with more care than ever now and each nearly tripping more than once on deep ruts in the road. Finally, they reached the mouth of a cave. And Firestorm transformed hastily above them, joining them quickly as they all stood, staring into the blackness beyond the opening. Ratchet turned his headlights on then, waving the group into the cave carefully with a motion of his hand.

"Let's keep moving," he said. "This does certainly seem like the place Shockwave described."

He was relieved when he heard two sets of smaller metal feet directly behind him as his companions followed close behind.

"The Predacons are certainly an elusive people..." Speedy muttered, her voice quiet and her steps still careful as she walked in the beam thrown out by Ratchet's headlights. "I can count on one hand the number of times I've ever even seen one... even at a distance."

She paused in her musings but continued in her steps, before finally speaking up again, still quietly. "It's still so hard to believe they're intelligent, transforming Cybertronians..."

"I think they look... majestic!" Firestorm said, choosing the world after a second to consider exactly the right one.

'Of course,' Ratchet huffed as the silent thought crossed his processor at once. 'She would think that!'

He thought momentarily of telling the cheerful pair behind him to keep their voices down – or even better yet to stop conversing entirely. But then again, if the sound of their inevitable engine noises outside the cave hadn't gathered any notice, then surely their footsteps inside had. Besides, he reminded himself, with some fast-growing unease – it was impossible to initiate a conversation with anyone, without first getting their attention.

"Are you... sure Shockwave himself got this location right?" Speedbreaker's question was asked hesitantly - after the group had walked for some time, encountering all of nothing and not a single sign of life. "By Shockwave's own admission, he himself hasn't been out here in years."

Speedy absolutely had a point. And Ratchet huffed under his intakes as he considered it for a moment. But finally, lacking any better plan, he simply stepped forward again, and kept on walking.

"We'll go a bit further," he said. "This could indeed still be the place. If nothing turns up soon, we'll..."

A heavy flurry of massive flapping wings, and the gust of wind that they created cut Ratchet's words off at once. And he almost yelled out loud, startled, before stumbling backward instead – his head smashing hard against the rough cave wall behind him.

"Wh... what the..." he muttered, finding his own voice just as another growled into his faceplate.

"Get out!" the predacon snarled, furious. And he stomped toward the medic, faceplate set in a look, unmistakable for anything other than anger.

"Now, hold on!" Ratchet raised a hand in front of him – just as much to protect his own faceplate as to get his across his urgency. "Shockwave pointed us here. We just want to..."

He didn't get to finish that sentence either. Because the Predacon, still currently in beast-mode sent him crashing to the cave floor, with one enraged swipe of a massive clawed hand.

"My people kept our agreement... Autobot!" the Predacon spoke the final word with disdain. "We keep to ourselves! We leave you be. And now you come here, so blatantly refusing us the same respect."

Ratchet eyed the Predacon intently as the beast stepped back – granting him the right to stand up slowly once again. And then the medic recognized him instantly.

"Darksteel," he said, hesitantly – rubbing at the back of his now pounding head as he looked the beast over again.

The Pedacon had certainly grown up – clearly no longer the wild and hot-headed youth that had once so begrudgingly come to the aid of the Autobots, alongside his twin brother. But he was recognizable all the same.

"What do you want?" the predacon snapped. Because clearly, pleasantries were the last thing on his processor.

"We have questions." Speedbreaker was shockingly bold as she stepped forward, standing barely to the hips of the once-again-snarling Predacon. But she grew nervous then, so close to one for the first time in her life. "Firstly..." she hesitated for a moment, looking around with her hands up in a gesture of peace, backing up a few steps and stumbling a little. She paused again and spoke very fast. "We would of course in turn tell you anything you want to know about us, and our city..."

"I see no reason why I, or any one of my kind, should tell you one Primus-fragged thing about us!" Darksteel's voice low and dangerous. And when raised a clawed hand again, this time so clearly intent on sending Speedbreaker's small body flying with one single swipe, Ratchet stepped in quickly.

"That is most certainly uncalled for!" he warned, unsurprised when the Predacon only snarled at him in response.

"Your youngling... Ironforge – I want to personally thank him for..." Firestorm spoke up boldly, stepping forward with barely a second's hesitation even as Darksteel continued to snarl.

Her words died in the air around them, replaced mid-sentence by a cry of shock and pain in the second before she was flung clear off her feet and into the jagged wall behind her.

"Firestorm!"

Ratchet's shout of horror was echoed by Speedbreaker's. And he yanked the still-standing young two-wheeler behind him, as the predacon's claws swung fast toward their faceplates again.

"You will have nothing to do with my youngling son, ever!" Darksteel's words were utter rage.

Ratchet was utterly panicked now – and for each of the young refugees far more than for himself. Firestorm was still and silent in the place where she'd landed a good few meters away. And Speedbreaker was backing up slowly, so obviously trying just to reach her friend, who was very likely hurt and possibly badly. All the while the predacon screamed in his still-growing rage at them all. And the old medi-bot felt energon as it ran in a thin stream down his chest panel, from some wound inflicted by sharpened claws that had struck too fast for him to have noticed.

"Your heads will serve as fine trophies, mounted on my wall!" the Predacon snarled. And Ratchet gasped involuntarily, the wind forced from his intakes in a single instant as he was slammed against the wall behind him.

The old bot struggled hard against the beast's claws' which held him tight against the cave wall by his neck. He kicked once, then again, making every effort just to kick the Predacon hard in the underbelly of his beast-mode. But his foot was nowhere close to making contact. He struggled harder as the beast's hold tightened – reaching out toward his optics, But he was stopped at once by snapping jaws instead. And sharpened jagged teeth nearly took off his fingers for every bit of his trouble.

"Hardly seems fair that I have all the fun," Darksteel's words – snarled as he let go, letting Ratchet fall hard to the floor – were as cold as black ice.

Ratchet fought for his intakes, in his place now sprawled across the metal floor beneath him. But he couldn't get up – trying, and failing as energon ran in a heavier stream now, down his chestplate. He gasped hard, every bit of the air he'd just fought for knocked from his body all over again as a massive clawed foot rested on his shoulder panels. "Remember of course that I do have a twin..."

"Darksteel!" The voice – snarling the name from somewhere high above – was one entirely unfamiliar to the old medic. His attacker however so clearly recognized it at once. Because he leaped back – his claws paused for a long moment in mid-swipe, and his deadly teeth barred in a mouth frozen half open.

Someone leaped down to the cave floor in a fast blur of motion, snarling all the while. But it was the mentioned Predacon attacker – not the visiting bots – that was the clear target of her fury.

She leaped at Darksteel with her own sharpened claws extended fully – throwing him hard against another of the nearby walls with every bit of the force with which he'd thrown the visitors. And when he'd landed hard, in an awkward heap sprawled halfway across the floor, she advanced toward him, snarling louder than before.

"Stop this at once!" she growled. "Stop it or I'll tear the spark from your chest, and do the same to your fool brother!"

"And just when will the petulant Swiftwing learn her place, and learn to hold her vile tongue?" Darksteel snapped.

He regained his footing again quickly – only to be knocked backward immediately and with a stream of his own energon running down his faceplate from a gash inflicted by one of Swiftwing's deadly claws.

"I'll hold yours instead, once I've ripped it from your cold dead mouth!" she roared – turning to snarl at him the instant he moved. "You forget that Ironforge is just as much my youngling as he is yours. He can learn nothing good or meaningful from watching you murder innocent bots who did nothing to you!"

"Those 'innocent bots' have invaded our home..." Darksteel stood again, with his hesitation comically obvious. And he spoke with his anger muted only by his forced submission.

"A home they allowed us to claim – peace and sanctuary, to do as we please, in a world that will never again belong to us."

She was truly on their side then – at least in that moment. Ratchet sighed his relief out loud without meaning to – because her actions in that moment were the only ones that mattered.

"Please..." he said, looking up at the unfamiliar Predacon who had likely saved his spark and those of his companions. He gestured toward Firestorm – now barely beginning to move in her place on the cave floor – with a hand waving just as much as he dared move. "She could be injured and perhaps worse than myself. I'm a medic. Please let me..."

He sighed again with growing relief when Swiftwing nodded once, still in her beast-mode – before she simply sat down, hunched and hulking on the ground.

Firestorm's optics were open when Ratchet reached her quickly, kneeling to look her over carefully. And she moved her feet and raised her arms before it was even asked of her – likely just as determined to know she still could as the medic was to see her do so.

"I'm fine, I'm fine," she said, mumbling a little – her optics blinking fast with the shock of her impact. She tried to sit herself up, her struggles to move doing nothing to relieve the medi-bot of his concerns for her.

He made her lay down again on the cave floor. And he focused hard on simply holding his faceplate in a look of assurance, as he reached for his scanner – inside his storage compartment – so that he could carefully scan her.

"You... you're hurt too," the mini-bot mumbled, as her body began trembling hard.

"It's nothing really," Ratchet's hurried response was meant only to calm her, as he scanned her again – slower this time and mostly for his own peace of mind. His chest panel ached to the mesh below his armour. And his head throbbed with pain as he turned it first one way then the other slowly, assessing himself for damage to his upper back and neck wiring. He let himself be grateful for a passing moment, that he was by now far from the only capable medic on Cybertron – that he himself could be looked over later and easily repaired.

"I'm not seeing signs of any real damages on you," the medic muttered – relief flooding his spark to have found her mostly with the wind simply knocked out of her intakes and her paint scratched badly. He allowed the mini-bot to move then, helping her sit herself up on the floor, before nodding to Speedbreaker – who knelt close by with a look of growing worry clear on her faceplate.

"You were foolish to come here, medic," Swiftwing said. And Ratchet turned around slowly – the motion making every part of his body scream in painful protest – to watch her transform into her own massive bot-form – steely gray, and highlighted in deep red, with her massive metal wings held raised behind her. Her yellow optics were trained fully on Firestorm now. And Ratchet stiffened in guarded protectiveness – forcing himself to let his guard down a little only when the Predacon showed no signs of intent to harm her.

"Count yourselves lucky that it was Darksteel, not Predaking, who found you first," she said, turning to look back at the medic again.

She smiled – the tiniest hint of a smile, unmistakable on the faceplate of her bot-form. And that smile turned quickly into something else. Curiosity? Interest? Recognition from one Cybertronian lifeform, of just how much they truly had in common with another? Ratchet decided quickly that it was all of those things – and he returned the smile, hesitantly as he helped a still-trembling Firestorm to her feet.

"Go!" The Predacon said. And her voice was urgent now. "Go on, quickly. I will pass your message of gratitude on to my youngling."

"Speedy," Ratchet's voice was firm and determined – grateful as he looked from the massive Predacon to his own small teammate. "Call for an urgent ground-bridge!"


"Cybershock?" Knockout muttered the name quietly – surprised, as he turned toward the racetrack stands, to see his youngling still there, seated far higher up than she usually sat – and where she'd been all evening, simply watching in silence - and long after the junior league's practice runs had ended.

"You didn't drive today," he said, pointing out the obvious to his child. And as he spoke, he climbed carefully up the rows of benches, sitting down beside her once he'd reached her.

"No..." the youngling bot shook her head, her shoulder's falling and her optics staring down, toward the ground far below. "I didn't..."

"You're fully cleared to race again, you know, my girl?" Knockout told her. And he nudged her lightly, playfully, with his elbow, before he fell silent again, truly concerned now. "I... thought for sure you couldn't wait to race again..."

"Yeah..." the youngling looked up then, her faceplate stained with coolant, and more falling from her optics as she spoke. "So did I..."

Something was truly wrong! Knockout knew that now at once. And for a moment he just sat, his arms around his crying child, and thinking hard about a hundred possible worst-case scenarios. Was Speedtrap bullying his daughter again? If he was then it could only have been so much worse than before to have made her avoid practice entirely. No, he told himself firmly. That was entirely unlikely. Because the blue-painted youngling had inquired and worried for her just as much as any one of her little friends, in the time she'd been recovering. He'd even been to their apartment more than once – telling her jokes and making her laugh, while she sat on the sofa unable to stand for more than a moment, and bored because of it.

Maybe she was still not fully better... and had tried her best to hide how bad she really felt. But no – that didn't make sense either. She'd have told him if she needed help... and she was still so young. Besides, Arcee would have told him at once – pulling him away from his task of timing runs without a second's hesitation – if she herself had had a single reason to think their child even the slightest bit unwell.

"Cybershock, please talk to me," he said, helplessly. And for another good long moment, she just cried – sad shaking sobs, with her faceplate now against his body armour.

"I just... can't," she said, finally speaking up again. "I so wanted to. But... I can't even make myself go near the track, let alone drive on it. I... I think of racing again.. of going faster and faster, and... and I want to. I wish I could.. but I can't. I hear the sounds of explosions in my head, and..." She didn't finish speaking, and instead, she just cried even harder.

"But, racing is the thing you love to do, more than anything," Knockout muttered – his spark sinking fast. This was bad. And in that moment he felt terrible himself for simply never having truly considered the possibility of such a situation. He'd been so sure, when worries over such a thing had run through his processor, that her love of speed and performance would have been enough...

"It is!" the youngling said – and for one fleeting moment she sounded excited again. But the moment passed just as soon as it had come. And she was very quickly crying again, sparkbroken and defeated as she muttered, "or... it was."

The little bot lifted her head again. And for another long moment, she just sat staring – with her faceplate stained with coolant – out over the empty racetrack. She was visualizing turns even then – that was so easy to see in the focus of her optics as her gaze scanned the track. A little racing car bot constantly aware of what could only make her better for the next run.

Except that this time, there might well never be a next run at all.

"It... doesn't matter," Cybershock said, defeated all over again and with new tears falling down her faceplate. She was trembling now too – every bit of her all-too-real terror and the resulting need for self-preservation above all else, causing a truly physical response that she couldn't do a thing about.

'It doesn't matter – because some things can't ever be fixed, even if they do.'

Knockout knew exactly what his little daughter was thinking then, only because he knew the thoughts too well. And it was her, far above most others, who had never let that mean his own personal defeat.

"It most certainly does matter!" he proclaimed, standing up quickly – losing just a little of his sense of balance, in the too hurried motion he'd never quite re-mastered. And he pulled his daughter up with him, determined – his spark sinking when her, quite predictably, began to tremble every harder

"Where are we going?" Cybershock questioned him, shakily. Her tone was curious now, and her crying was close to having stopped as the shaking slowed.

"Onto the racetrack," Knockout explained, sure to smile with his confidence, as he led her carefully back down the steep steps between the rows of empty benches of the stands. He felt the hesitation in her steps, as she followed him – her hand still held carefully by his. But she followed, all the same.

Cybershock stood back from the edge of the track, her hands holding tightly to the safety railing around it long after her creator had stepped onto it. Still, that was certainly something. She sighed then, looking around to the left, then to the right, and back again – optics darting quickly – before she looked up to the sky and stayed staring that way for so many moments.

"Come on, my girl," Knockout called over to his youngling, transforming into his alt mode as he did. He questioned himself for a moment, shoving back any of his doubts about his outrageous decision. But he smiled at once, in his vehicle mode, when the little bot stepped closer – still in her bot form, but on the track nonetheless – wide optic'd and grinning.

"I've barely seen you much in car-form," she said. "I still forget how cool your alt-mode is!"

Back on Earth, where he'd gained his alt-mode in the first place, Knockout would have been considered well and truly 'outdated' by then. And his embarrassment flashed across his processor for just a moment, when he recalled just how much that would have once mattered to him.

"I thought it might be fun to make a run or two around the track," he said to his daughter. And then paused, hopefully. "Of course... I'll need a racing buddy!"

Cybershock was still so uneasy. He could see that all too easily in the rigid stance of her body – a small bot all too ready to run, diving for cover at an age where such a thing should never have needed to have ever crossed her mind. But she smiled too – her expression disbelieving, as she slowly shifted herself in her own vehicle mode.

The little bot was slow at first – slower than her creator had ever seen her drive – because she was all too clearly busy with looking and listening in a hundred directions at once, so sadly terrified of danger. And she braked too, more than once for no real reason – something that she most definitely never did. But soon she sped up, and so fast that she'd quickly raced clean past her creator by more than just a little bit.

Knockout sped up too, his engine revving loudly as it shifted through its gears fast. But even when he was going just as fast as he currently could, it wasn't quite fast enough. And his small youngling daughter was still a ways ahead of him.

It didn't matter, he reminded himself firmly as he drove – dismayed at the sheer amount of focus he required just to drive somewhere close to straight at the moderate speed he'd reached. And so much focus on only that left so little for either accelerating further or anticipating the fast upcoming corner. He hit said turn before he'd fully registered it. And in under a second, he was spinning out, tires squealing loudly as he struggled to correct. His small youngling was further ahead of him now, and the next turn was coming up fast. This time he swung wide on the track's tight bend. And by the time he'd he'd recovered any of the speed he'd lost on the corner, the little bot had gained further ground. It didn't matter though – and he firmly reminded himself again of that face. Because his youngling daughter was laughing loudly. And it was clear at once that her concern then was only going faster, instead of her earlier panic.

"Pull your wheels left around the middle of the turn!" Cybershock called back, behind her – helpful advice, that Knockout recalled only then that he'd once given her, while he still leaned against a walking frame and she was still learning her vehicle mode, insistent as anything that she could eventually race as a SmartCar. "Too soon and you lose valuable seconds, remember?"

He tried harder on the next turn. And he certainly did far better then. So, just a little more confident now, he pushed his engine harder, managing just a little more speed – which promptly caused his front end to pull to the left, and then to the right, as his processor struggled far too hard with any sense of direction while he moved that fast. He slowed down again with little choice.

"Are you... okay?" Cybershock's voice was mildly concerned now. But the checker-painted finish line was up ahead and fast approaching. And the little bot rolled over it easily, obviously not even trying now, as she looked back at her creator – who only drove forward, muttering assurances while slowing further.

"Nice driving!"

Knockout had certainly not expected the voice that shouted the words, over the humming of still running engines. And he looked as he transformed again, to see Arcee – who stood, leaning lightly against the safety railing of the track with a bright grin on her faceplate.

"I can so beat that time!" Cybershock exclaimed. And she transformed into her bot-mode only to grin, waving at her carrier for a moment, before she shifted again into her alt form. "Mind if I run it again?"

"Go on," Knockout told her, nodding. And he grinned then because he couldn't help it.

"I tried so hard to get her out onto the track tonight," Arcee said, sighing – watching the little bot drive away again. "I knew just like you obviously did, that if she'd just get back out there and drive, she might just be okay. Still... I couldn't convince her to even try..."

She shook her head a little, sitting down on a first-row bench in the stands, and gently pulled her mate down with her. Then she chuckled a little – almost amused. "You know as well as I do, she can't learn a thing by you letting her win."

Knockout leaned forward on the bench, his head resting on his hands and supported on his knees. And even then he feared for a moment he might fall over – exhausted though he was from just that single lap around the racetrack, and with it quickly catching up to him.

"Do you really think I let her?" he asked. Speaking slowly after he'd regained his sense of balance. He watched Arcee's faceplate for a long moment – studying it as she first considered, and then fully understood.

She finally sighed again, shaking her head before she rested it against his shoulder panel.

"Hey," she said. "Eighty-five to ninety percent of your physical function still isn't bad, considering that fifty should have once been far beyond impossible." She fell silent again – they both did - watching the track and their youngling as she rounded a slight bend, and then a far sharper one, almost without slowing down.

"She's driving very well already, for being out of practice and barely recovered," Arcee said then – changing the subject so easily, and smiling again. "She'll easily be back in the top three soon enough."

"Would you have been relieved if I'd failed to convince her?" Knockout's question was serious but without a hint of judgment. And he watched his mate for a second, as she considered carefully.

"No," she said then. And her tone was one of a bot that fully meant it. "I was so against her racing at first, yes. And then when the junior league almost didn't start again after the attack, I thought that might have almost been a relief. But..." she looked toward their little bot again and smiled. "She loves it too much to just find a new hobby. And who am I to decide she shouldn't do what she's good at?"

"She'll no doubt race in the Masters' league a century from now," Knockout mused. And he laughed just a little, grinning as he watched the youngling bot, now spinning out on purpose on the far side of the racetrack – practicing as so many racing bots did, with simply correcting quickly in such inevitable situations. "She might just beat Smokescreen one day if she keeps on racing..."

He turned back to his bondmate, surprised by the sudden sad look on her faceplate, as she stared at the track.

"That was your dream once," she said. "To race with the best of them... and win."

Knockout barely recalled those days now – the short time between the end of the war and the end of his functional life as he'd once known it. But he let himself smile as he remembered when prompted.

"And... now our youngling is better than I could ever be again, while only in her second frame," he said – because true acceptance was hard to fully come by, but he'd come by it regardless. "It's her dream now..."

"She's so excited for the newspark," he said, changing the subject after a long moment in which they'd both sat in silence, with their optics on their once again fast-driving youngling. And he rested a hand against his mate's chest panel – amazed to now feel just the tiniest hints of vibrations through her metal body, as the still tiny little life-form moved slowly in a constant spin. "She talked about the baby all the way to the marketplace with me this morning. And most of the way back too."

"She can hardly wait until the baby is old enough to have their own vehicle mode." Arcee laughed then. "No doubt she'll teach them everything she knows about racing..."

"Would that be so bad? Both of our little bots on the racetrack one day?"

Arcee considered that question just as intently as she had the last one. Finally, she laughed just a little again and shook her head.

"No. And besides, I know it's probably inevitable."

Knockout smiled again, watching his youngling in SmartCar form, as she finally slowed again – likely tired out well enough to recharge well perhaps for the first time since the attack on the racetrack. And he reflected with a sudden and sad start, that she would not have that form forever.

"She'll be upgraded soon to third-frame," he mused out loud to his mate, unsurprised when she stiffened just a little against him – the combined stress he knew well, and shared, of one youngling facing frame-upgrades while their second was carried into the end of its term, and with its own frame nearing completion.


The sun was low in the sky when Soundwave stepped through a sliding door of the police station. And the air – noticeably cooler with the fading of the sunlight, covered his metal body in a slight chill, that was not quite unpleasant. He was several floors up – atop a small section of an upper-level roof, used for storage of several large, heavy, and seldom-used power generators.

The place was also used frequently by the police bots for socializing in their downtime. But it was empty now – the largest portion of the patrol bots had already gone home, and the smaller night shift had not yet arrived. And Soundwave was, as usual, glad of the quiet. He learned carefully against a heavy railing that surrounded the edge of the roof. And for a long and grateful moment, he just stared out over the roadways of 'downtown' below him.

The street was busy with bots, all of them in their vehicle modes, driving this way and that as a rainbow of land vehicles all heading to... somewhere, in the usual rush at that time of day. There were conversations as they drove and shouts and laughter from the crowd of Cybertron's commuters. And once an engine rived while brakes squealed – some youngling or nearly so presumably, showing off in the still-increasing traffic flow, as nearby another bot shouted in alarm at his antics.

Soundwave's attention turned then to the sidewalk – the section of it that ran right below the place on which he stood. And he smiled to himself, to see a troop of younglings – nine in total at a hurried count – Hurrying forward in a rushing swarm around their creator and carrier, while the whole lot of them chattered on, chuckling and shouting in excitement. Two of them, among the oldest of the strangely so close in age group, swung the littlest one – a first-frame who was surely just barely walking – between them by her hands. Another of them, walked, limping badly on a pair of clearly defective legs. And twice he fell behind, only for his entire family to stop, waiting until he caught up again without a hint of protest. And that little bot smiled just as brightly as any of the rest of them.

"I'm surprised to find you still here, Soundwave." The voice, which he heard behind him at the same time as the closing of the sliding door, made Soundwave turn quickly – years of peacetime doing little to have dulled his instinctive defensiveness. His relief was instant when he saw only Ultra Magnus and not some unnamed threat his processor forced him to consider, standing calmly by the door.

"I... needed to complete some paperwork," Soundwave said, explaining perhaps too quickly – stumbling a bit more than usual over his words as he did so. "I... wanted a moment of fresh air before I filed it away..."

"Alright." the commander's tone was concerned at once. But he smiled in assurance all the same – reaching out but not quite touching Soundwave's shoulder panel, just as usual, with his heavy hand. "Well don't worry about that tonight. Tomorrow's another day and we both know those data pads won't be getting up and running."

"Thank you, Sir," Soundwave muttered – distracted and unable to help himself as he looked back towards the sidewalk again.

The massive family below had reached the crossing now, as the light turned red beside them, and the flow of traffic obediently stopped. The limping, damaged youngling bot was carried now by one of his brothers – riding on his back and held securely while both of them laughed easily, while two more of the oldest younglings swung their smallest sister higher between them as they ran. Another one among the smallest ones stumbled, hopped awkwardly to catch himself and failed – bumping into the legs of his creator from behind. And the larger bot laughed, smiling every bit of his easy understanding as he lifted the tiny bot up into his arms, running forward, spinning him around once and pretending, playfully, to throw the youngling to his mate as they reached the opposite side of the road.

"Perhaps you and lovely Firestorm will expand your family one day in the coming years," Ultra Magnus said, pulling Soundwave from his distracted observation over the railing of the roof. And the police-bot turned to look at his commander again – aware of the slightest hints of a smile on his faceplate, only after he'd turned around.

"Perhaps," he said before he'd even meant to. Because suddenly the idea was not so entirely inconceivable to him.

"I was about to go and work out in the basement," the commander said. And he waved a hand in a gesture of invitation as he did. "Perhaps you'd care to join me for a while before you head home to your family?"

"Yes sir," Soundwave answered him, after just a moment's thoughtful hesitation. He hadn't had much chance to work out hard since recovering from his recent injuries. And both his body and processor were truly grateful for the chance to finally do so for a while.

"I must admit, Soundwave," Ultra Magnus mused, his words clearly chosen carefully as the two bots stepped back inside the police station, only to quickly board the lift at the end of the upper floor's short hallway. "I've been... hmm... a bit concerned for you today."

"Concerned, Sir?" Soundwave muttered, holding himself as straight as possible while he held his faceplate in a serious, determined expression

"Indeed." The commander had clearly seen through his subordinate, despite his best efforts. "You've been distracted and jumpy all afternoon. You're spending half as much time staring off into space as you are on actual police work. And that report you sent to me earlier – the shouting disturbance in the marketplace – contained a decent handful of typos in the code!"

He extended a hand again as the lift slowed down, approaching its stop – again not quite touching him. And everything about his own faceplate showed concern, true concern, instead of any anger for the uncharacteristic mistakes.

"Astrotrain's execution was this morning..." he said, understanding showing in his optics as he gently prompted.

The pair left the lift in silence then, and walked the several steps, just as silently into the small but well-equipped training gym in the basement level's farthest corner, and far away from the holding cells.

Soundwave immediately selected a medium-sized punching bag, hung from the ceiling close to the wall. And he sighed, conflicted by his thoughts as he began to punch it hard several times in fast succession, before giving it a few firm flying kicks. He looked over then, pausing for a second in his workout to see his commander paused in his own – with a heavier and larger bag - just long enough to flash him another look of genuine concern before he went back to his workout.

"I... I suppose I thought I'd share more in the relief, shared among the refugees..." Soundwave said. He Punched his selected workout bag many times hard and fast – driven by emotions he didn't know he had at all. And then even with his body begging for a moment of rest from his efforts, he punched it a few times, and even harder. "I thought... at least I'd share their satisfaction in seeing him lead away today..."

"Soundwave..." the police commander's voice was serious, and his expression – when Soundwave turned around to see it – was truly understanding and compassionate. He stepped away from his own workout and closer to the 'con defector, sighing a little under an intake as he did. "You knew him personally. It's always going to be different for you than it is for them. You can be among the loyalist of Autobots. And still, that won't do a fragging thing to change what once was... Most of this world – they saw themselves rid of a dangerous enemy today... a threat to their safety and security in a world that's already suffered far too much for centuries. That's certainly true for you too, yeah. But you've also lost someone that you might have once called a friend, regardless. I know, on some level you wished you could have saved him from himself... And it's certainly commendable to have wanted that."

"Thank you, Sir," Soundwave said, leaving it at that because he could not find the words to say anything beyond that simple acknowledgment.

Ultra Magnus just nodded – his faceplate set in a silent, knowing look as he stepped onto the training mats.

"I could use a worthy opponent for some hand-to-hand practice," he said, waving a hand toward the mats in a friendly challenge. A challenge that Soundwave accepted after a good moment to consider carefully.

"I wanted to ask you for a favor, Soundwave," the commander said once the two of them stood faceplate to faceplate on the rubber training mats. And he wasted no time then in changing at Soundwave, hands first – slamming hard against his opponent's chest panel in an unexpected backward-shoving move.

Soundwave stumbled back a couple of paces. And calculating quickly, he knew he stood no chance at all, of throwing the larger bot while he stood firm on his feet. He also knew at once that any try a fast punch would be instantly blocked by his still-raised hands. So he opted instead for a fast-flying kick – planted it at once, firmly but carefully against the unprotected left side of the commander's body panels. He was thrown immediately to the ground for his trouble – the heavy-bodied police commander grabbing him with impressive speed with an upper arm to do so.

"A... favor, Sir?"

Soundwave asked the question before springing hurriedly back onto his feet. And seeing a possible opening in his opponent's defenses again, he threw a fast punch – landing it perfectly against the larger bot's chest panel. Instantly he received one in return, this one striking his left shoulder before he could block.

"I'd like you to train young bots to fight," Ultra Magnus said. He landed the first of a couple of firm kicks before Soundwave blocked the second with some effort, and a fast maneuver to trip the commander by grabbing his ankle joint – yanking him sideways and sending him sprawling.

"Sir...?" Soundwave muttered. Because that request was the last thing he's expected to hear. And the request was also enough to distract him from the match, sending him rolling across the mats himself following a punch to the shoulder, and then a kick to the back of the knee that he hadn't seen coming.

For a moment he just stayed there – considering and reconsidering again, before rolling to the side and then pulling himself up slowly.

"Sir... with all due respect..." his mind went at once to his still so recent beating. And he managed to shove away his threatening unease, just in time to plant a firm kick into the commander's chest panel, before he was fully back onto his feet. "The... young bots of this city do a fine job of violently fighting already..."

"Indeed they do," Ultra Mangus nodded once, offering a handshake as the match came to its natural end without a clear winner. He went back to the punching bag – his hits slow and easy now as he wound down. "And that is precisely the problem. These young bots... they can fight plenty well. But they lack any real discipline or technique. They're fighting for the sake of fighting, and with innocent bots who want anything but to be beaten up for simply walking down the sidewalk in the middle of the afternoon. Primus knows I've personally investigated three unprovoked assaults in the last four days alone. Cybertronians are warriors by our very nature, Soundwave. And I believe it's only logical that so many angry young ones with pent-up energy and rage are seeking acceptable outlets for that..."

"Permission to speak freely, Sir?"

Soundwave began to punch his own favored bag again, slowly and idly at first. But when the commander nodded – his faceplate curious and interested – he began to beat on the bag with his earlier, frustrated fury.

"We train them to fight well, and then what?" he asked, though it wasn't quite a question. "Let them compete for the sport of it? Let them work off their pent-up rage at some past they'll never ever begin to understand, by beating on each other for practice? Put them into an arena and let the crowds choose their own personal favorites to win?" Soundwave kicked the bag twice in rapid succession. And then he kicked, then punched it again – the physical excursion doing nothing to drive away his fast-growing distress as he spoke. "Sir, that could only lead to the revival of the fighting pits on Cybertron!"

"Hmm," Ultra Mangus muttered, not unkindly, and considering carefully. He paused then took an intake of air, punched his own bag again twice with once again impressive force, and turned to face his subordinate with another look of understanding.

"My own career in the pits ended with my faceplate destroyed beyond all recognition, and my optics rendered near useless..." Soundwave muttered the words while he fought back sudden panic, and simply stared at the wall. "If the world hadn't broken out in civil war within weeks of that day, I'd have been left for scrap, to die in the street... and all for the amusement of some twisted, energon-crazed audience..."

"Soundwave, I can assure you, it will be nothing like that." Ultra Magnus' voice was serious and compassionate. He left his place at the heavy punching bag to step closer. And he raised a hand again – this time letting it come to rest on Soundwave's shoulder panel lightly. "What happened in the pits was nothing short of tragic for so many desperate bots born without many choices. I've seen the fighting pits myself you know... only a couple of times that I was pressured to go along to watch the matches in my travels. I can assure you, I've never cared in the least for that disgusting blood sport that turned civilized bots into utter savages. No, our matches would be different, because we don't need that Prumis fragged scrap in this new city. This would involve rules – strict ones – well enforced for the safety of the competitors above anything else. Short bouts of combat in organized rounds... no cheap shots, no showboating... absolutely no betting among the people..."


Ratchet awake from his recharge with a sudden start And he grumbled at a sharp stab of pain that tore, almost instantly, through his upper back, the very second he moved. He moved just a little more regardless, and then still more – carefully and slowly – until he sat leaning reclined on the pillows behind him.

He was in the medbay. That realization shocked and confused him. And it was late into the night – the overhead lights dimmed on their automatic night cycle, and the window nearly letting only darkness through it. That shocked and confused him further. He sat up – cautious, and ignoring further stabs of pain through his wires – on the too-hard and uncomfortable recharge station near the far wall. And for several minutes he just stayed there, recalling the afternoon... the cave... the Predacons... the violent unprovoked attack by Darksteel.

Ratchet shook his head, dismayed and annoyed in equal parts. And slowly, he stood up on aching, stiff legs, to walk cautiously across the dimly lit medical bay. The sliding door opened easily on its track as he approached it. And grumbling just a little at the considerably brighter lights of the hallway, he stepped out without a second's reconsideration.

His steps were just a bit shaky as he made his way past the waiting room – thankfully empty. But despite his state, he continued right on walking, passing the closed doors of first the general care ward, and then the youngling ward. He paused then to rest, leaning against a wall for a moment, sighing as he rubbed a still-aching head. And then he walked on again... nearly smashing into Bumblebee, as he rounded a corner.

"Ratchet!" the warrior-turned-medical student shook his head at once, his expression a near-perfect copy of that of any far more experienced bot in the field. "You really ought to be recharging..."

"Yes 'Bee. I probably should," Ratchet muttered back. And he cast the student a serious look, relieved when the much younger Autobot didn't further push his point.

"Third time in five days you've had night duty, 'Bee," Ratchet said changing the subject as he rubbed his head again. The student just nodded – his faceplate showing not a hint of resentment, despite his situation.

"I swapped tonight with Downshift," he said easily. "She asked nicely, and honestly Ratchet, I don't mind it sometimes. I love my little ones with all of my spark and you know that. But I do of course have five of them. It's quieter here, and a great chance to sit and study." He held up a data pad he carried in his hand, then proceeded to look his mentor over carefully once.

"I... suppose you want to know exactly what went down," he guessed. And Ratchet only nodded firmly – the motion sending a sharp jolt of pain through his neck wires. The last thing he remembered, when he thought about it, was walking into the medical bay on his own, before the entire room around him had turned to black after fast and sickening spinning around him. And he explained as much, before huffing again in his disbelief over the entire ridiculous situation.

"Yes, and you were out cold in a full-on systems crash after that," 'Bee said. "I found you myself, faceplate-down on the floor. And thankfully I found Knockout to come and help in a hurry..."

"I'm hardly a youngling," Ratchet muttered – his embarrassment alone letting him fully overlook the seriousness of a systems crash in the first place. He chuckled then – a response to said embarrassment, and mumbled with a shake of his head, "That bot doesn't see many patients much past a century old anymore..."

"True." 'Bee's tone was still fully serious. "But all other medics were currently in the middle of procedures. And it's a good thing he was not... because he found and repaired a leak in the main fuel line to your processor. Needless to say, you should also have been admitted to the ward. But I know all too well that you'd only refuse..."

"Of course, I'd refuse," Ratchet huffed – the pain in his head and back making him far closer to full-on snapping than he'd intended, and his respect for his student making him regret it at once. He forced a half-smile then, and sighed, adding, "And yes, I'm still refusing."

"I hoped that you'd at least recharge the whole night in the medbay," Bumblebee said. He shook his head – again looking just like the true medi-bot he was fast becoming. "You were after all thrown around by a fragging Predacon! I can't express how grateful I am to you for allowing my Speedbreaker to walk away without a scratch on her paint. And of course, no one will ever forget that you protected Firestorm. But you could have been scrap metal!"

"Bumblebee, come and assist me in my workshop for a while," Ratchet said, dismissing both the gratitude and the justified concern in one firm request. He pointedly ignored the disapproval and questioning unease on his student's faceplate, adding, "We will... count this toward the scientific portion of your medical training."

"You are not going back to recharge, are you?" 'Bee's question was half-sparked yet serious. And again he looked his mentor over slowly – his faceplate ding nothing now to hide his helplessness, as he gave up entirely on reasoning with a stubborn bot to whom he owed his very future.

"Absolutely not," The old medic was serious, as he marched with purpose to the closed door at the end of the hallway. He shook his head and huffed a little – ignoring yet another stab of pain as he did so. "Today's necessity to locate the Predacons took me away from this project for long enough. And recharging through the entire evening only wasted more time, to work on... this."

He unlocked the workshop door with a tap of his hand against the security lock and led his student inside, grateful at last to simply sit down in a chair, in front of his cluttered work table.

"Cyberrmatter..." Bumblebee recognized the long-neglected project at once. And he picked at a glass jar of the glowing bluish and thick liquid carefully, inspecting it with careful curiosity before he gently set it down again on the table. "You... gave up on this years ago. Called it a failure, and dangerous, even though..."

Ratchet cut him off with a waving hand before he'd managed to finish his sentence.

"Primus knows I've made some serious mistakes in my life, 'Bee. Probably far, far more than any decent bot cares to talk about, if I'm honest..." The old medic rubbed at his aching head again – almost convinced by now that it was utter shame and his regrets, that had manifested in his physical discomfort, just as much as his still so obvious injuries. "And walking away from this breakthrough that could easily save countless lives, and improve countless others on our world, was among the most glaring of them."

Ratchet leaned back in his chair, fighting for his balance as the room began to spin just a little around him – knowing full well that he should indeed have been recharging, but not willing to give up regardless. He sighed, thankful as the dizziness once again subsided. And immediately he began to speak again.

"I got scared, 'Bee when Firestorm's outcome was momentarily so hopelessly uncertain. I'm glad she's okay, and that it all turned out alright, and maybe better than expected even. But the fact remains, I could have killed her! I could all too easily have killed a young and innocent bot, who we've all come to love as a member of our extended Autobot family, in my single-minded haste to move into the next stage of research and development. And it didn't matter the Soundwave would no doubt have forgiven me for a grievous error that took the one he loves from him. Because I could never have lived with myself regardless. But... it wasn't an utter failure, and I know that now, even if it's taken this long to see the bigger picture – a bot now fully functional... living a life with no more processor reboots, no walking frame, who you'd never know was ever damaged."

"Her spark shorted on exposure," Bumblebee said, so clearly thinking hard as he grabbed for a datapad left lying on the worktable. He looked it over carefully, reviewing the case notes. "Mine didn't because it stands to reason that it had likely already stopped just a moment before. Knockout's didn't short out either... because his was already fatally slowing as he neared off-lining!"

"Firestorm's however was spinning at full speed..." Ratchet grabbed the pad from his student, grinning at the young bot's insight even as he kicked himself inwardly for his own oversight and so many wasted years. He leaned forward in his chair, not caring now as pain exploded through his back and neck wiring from just that simple movement. He tossed the datapad back to his work table and grabbed the jar of cybermatter instead – staring into the blue glow as he considered and reconsidered his possible miscalculation and its hope for a solution. "If we'd only forced hers into slowing too... under perfectly controlled and safe conditions of course..."

"You're hoping to reopen the trials...?" 'Bee's tone was one of realization. And he smiled then – approving. And though his approval was certainly not asked for it was appreciated all the same.

Notes/

No real notes for this one. Just my thanks for continuing to read and follow. Feedback is more than welcome as always.

Oh... and yes, I know I do indeed have Predacons talking in beast-mode. It makes sense that they could certainly do this (even though we only ever see them transforming to talk,) because, after all, other Cybertronians talk just fine as vehicles. If I'm utterly and completely wrong in this reasoning let me know I'm open to changes.