The crew had reached another planet with a clear Energon deposit. While restocking their stores, Steeljaw excused himself to check something out that he picked up on his scanner. Seeing as there was no danger present, Bumblebee gave him permission to investigate. Starscream, being in a particularly worse mood than normal, flung himself into full argument mode. Not wanting to listen to the Seeker, Knockout hastily departs their company for the safety of the bridge.

"Yeesh, glad I got out of there when I did!"

"What happened now?" A familiar voice asked, startling Knockout.

"Moonracer?"

"Yeah?"

"Where?"

"Here!"

A small servo popped up into view from behind one of the ship's consoles.

"Ah. What are you doing down there?" Knockout inquired.

"Maintenance," Moonracer replied.

"Is there anything to worry about?"

"Maybe."

"Care to give me more than one word answers?"

"Trying to focus here, Knockout!"

"Sorry! I'll just be going, then!"

Having nothing else to do, Knockout decides to head back outside. Hopefully, Starscream has calmed down by now.

"I swear, Bumblebee, if you so much as make me do that one more time…"

"For the love of Primus, Starscream, just shut up!"

Nevermind.

Despite his oncoming helm ache, Knockout forced himself to move. Starscream and Bumblebee didn't notice him approaching them, not even when he pushed himself between the two.

"And why did you let Steeljaw go off alone? Why does he get free time and we don't?" Starscream whined.

"What do you mean you don't get free time? You have tons of it!" Bumblebee shot back. "And at least with Steeljaw I don't have to worry about him being a flight risk!"

"What's that supposed to mean?"

"I'm sure you can figure that out for yourself, Screamer," Knockout teased, finally garnering attention from the other mechs.

"You're not in this conversation, Knockout!" Starscream spat.

"Starscream, calm down! There's no need for you to bring Knockout into this!" Bumblebee ordered.

"Why are you blaming me? He's the one who started it!"

"Seriously?" Knockout muttered, just barely holding himself back.

"Quit blaming everything on Knockout!" Bumblebee yelled.

"Well it's not my fault he's such a pain in my aft!" Starscream countered.

"You're a pain in every bot's aft!"

"ENOUGH!"

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"Knockout?" Bumblebee dared to speak, slowly reaching out to the enraged mech.

"I SAID ENOUGH!" Knockout snapped, slapping the offered servo away. "WHAT IS WRONG WITH YOU GUYS? I SWEAR, IF BREAKDOWN WAS HERE…"

And that was it.

Knockout transformed and sped away, not wanting to spend another second around the others, only stopping once he felt comfortably distanced. He slows down, transforms to bipedal mode, and stands in place for a bit, unsure of what to do. A metallic tree catches his optic. He then proceeds to absolutely destroy its trunk with weaponized servos.

"OF ALL THE THINGS TO GO WRONG TODAY, WHY DID IT HAVE TO BE BREAKDOWN? WHY IS IT ALWAYS BREAKDOWN? WHY CAN'T I HAVE BREAKDOWN?"

Arm pain forces Knockout to cease his outrage.

"Of course you injured yourself while taking out your frustrations on a big, fat, plant. Why wouldn't you do something stupid like that?"

Knockout sat down and leaned against the tree, gently resting his mangled servos in his lap. He closed his optics for a few minutes, wishing that something would distract him from the pain.

"I really wish you were here, Breakdown. I miss you so much. Who can I turn to now to fix me up properly? My servos need some serious tending."

The red medic laughed at himself.

"Of course, I wouldn't have damaged them in the first place if… well… you know…"

A strange sound catches Knockout's attention, forcing him to stand and take a defensive position. He is alone, and slightly damaged. He doesn't want to think of all the bad things that could happen, especially if he can't get in contact with his team.

Don't go to the noise don't go to the noise don't go to the noise…

Still, it strikes Knockout's curiosity.

Being as stealthy as can be, Knockout sneaks around till he stops at the sudden yet recognizable sound of a bridge portal opening. His vents hitched when he saw what was entering it…

An Insecticon!

And realized what that meant.

Airachnid.

Fueled by vengeance, and throwing the majority of caution to the wind, Knockout snuck into the portal, just behind the Insecticon. As soon as he was out on the other side, he dove for cover behind a cluster of rocks. The red medic peeked his helm out and spotted the Insecticon just a little ways ahead, perched atop a boulder. It sat there for a few minutes before another joined it and they flew off together.

Knockout continues trailing the Insecticons until they arrive at a large canyon filled with holes. The giant metal bugs fly towards them, but their tag-along has his optics set on something else. He circles around and finds himself in a mass grave. Dozens of spaceships are littered across the rocky ground, all of them in bad shape. There is an excess of corpses, too, but Knockout prefers not to think about that. He certainly doesn't want to think about all of the white stuff that is covering nearly every square inch of the place, either.

"This is not good," Knockout commented, realizing how screwed he was and knowing full well what he had to do now. Despite the pain, he reached for his commlink…

A large, clawed servo snagged his arm and spun him around.

"Eager to leave, are we?" A dark red/brown insecticon rumbled.

"See, Ricochet? I told you I smelled something weird!" A slimmer, dark green Insecticon piped, prancing forward like a pleased puppy to be side-by-side with his larger partner.

"Ah, shut it, Shatter Shell! No need to rub it in!"

"Let me go!" Knockout demanded.

"Besides, even if he did call for help, he wouldn't be on long, anyway," Ricochet said, ignoring Knockout's struggles. "His servos are a mess! Bet they can't hold anything for long."

"Let me see! Let me see!" Shatter Shell pleaded, grabbing at Knockout's free servo.

"Hey, careful!" Knockout snapped.

"Stop complaining, 'Bot!" Ricochet hissed.

"If you think I'm not going to need that servo later, then you're dumber than I thought you Insecticons could be!"

Before he could second guess what he just said, Knockout was shoved to the ground, the larger Insecticon's servo keeping him in place.

"You want to try saying that again, runt?" Ricochet growled.

"No, I don't think I will," Knockout wheezed, straining to stay online. With his optics blacking out from the pressure, he relies on his hearing to tell what's going on.

Mixed voices, claw steps, vibrating wings; nothing out of the ordinary or truly noteworthy.

"I hear you have something that may be of interest to me?" A femme asked, and Knockout immediately knew who it was.

"Yes, my Queen!"

Just as quickly as he was released, Knockout was shoved to his pedes, damaged servos held behind him in the Insecticon's rough grip.

"Ah, Knockout, what a pleasant surprise!"

"Airachnid," Knockout replied, malice and sarcasm slipping smoothly from his vocalizer. "I'm not sure how I feel about you being alive."

"How so?"

"Well, I'm either mad that you're alive, and I want to kill you, or I'm thrilled that you are alive, so that I can kill you."

Airachnid laughed.

"Well then, I guess I might as well keep you around for a bit. Should be fun."

"What about the ones he was trying to contact, my Queen?" Ricochet asked.

Airachnid took a moment to look Knockout over before speaking.

"Heard from one of the crew on the last ship that came down that the War was over, but knowing the good doctor here, he certainly wouldn't have come alone. So, who did you come with? Other Decepticons, or are you with Prime and his Autobots? Considering how you are, I wouldn't at all be too surprised if you switched sides."

Knockout didn't answer.

"Interesting. In that case, how about we call your friends once you're settled in, hm?"

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. .

. . .

"I don't like it," Bumblebee stated, pacing the length of the bridge. "He should've been back by now."

"Maybe something happened to his oh so pristine finish and he had to fuss about it," Starscream commented as he lounged in his seat and studied his claws.

"Starscream, take this seriously! When we last saw Knockout, he was upset…"

"Upset? He was about ready to kill us!"

"Can you blame him, though? We really stressed him out with all our arguing."

"I highly doubt that that's why he is so much more than upset. A contributing factor, yes, but not the real reason."

"You mean Breakdown, don't you?"

The clattering of something falling on the floor rings throughout the room.

"Sorry, sorry!" Moonracer frets, reaching down to grab the tool she dropped.

"Something the matter?" Bumblebee asked.

"No, no, I'm good!"

"What was Breakdown to the two of you, anyway?" Starscream inquired.

"I'd rather wait for Knockout."

"Aw, really?"

"Starscream, this is a private matter, and if or when they want to talk about it, they will," Bumblebee argued. "Now, let's leave Moonracer alone and focus on more important things…"

"Like hauling that pompous turncoat's aft back here so that we can finally leave? My pleasure!"

Starscream catapulted out of his seat and rushed toward the doors. Bumblebee tried to stop him.

"Wait, Starscream!"

BEEP!

An incoming call made everyone freeze. Moonracer quickly regained her composure and ran to the communications console.

"It's… Knockout!"

"Oh thank Primus for that," Bumblebee vented a sigh of relief, then turned to the only other mech in the room. "Sorry, Starscream, but no going out now."

"And I really wanted to drag him back here, too," Starscream muttered, traversing over to Moonracer alongside Bumblebee.

Moonracer waited for the mechs to be by her side before she answered the call.

MR: {Knockout!}

No response.

MR: {Knockout?}

No response.

BB: {Knockout, are you there? Why aren't you…}

SS: {ANSWER US, YOU ANNOYING LITTLE…}

KO: {SHUT UP, STARSCREAM! I CAN HEAR YOU JUST FINE!}

Not expecting a shout fest, Bumblebee and Moonracer jumped back, startled. Starscream, on the other servo, was expecting that response from the get-go.

SS: {How nice to finally hear from you! Mind explaining why it's taking you so long to get back?}

KO: {Ah, well, let's just say that I'm a little tied-up, at the moment.}

A: {And he means that literally.}

Moonracer stiffened from the femme's voice that slithered through the connection, but her fear was leagues behind Bumblebee and Starscream, who recognized the other speaker immediately.

"Is that…" Bumblebee whispered.

"No… No, it can't be! She's…" Starscream rambled, shaking his helm.

A: {Supposed to be offline? Honestly, I should say the same thing about you. By the way, hello, Starscream! It's been too long.}

SS: {Not long enough, you horrid, back-stabbing glitch!}

A: {You're one to talk.}

BB: {What do you want, Airachnid?}

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A: {Whoever you are, you clearly know me, but I don't recall ever hearing your voice.}

BB: {It's Bumblebee.}

A: {Bumblebee? As in Prime's little scout?}

Airachnid laughs.

A: {Who knew the bug would last so long!}

BB: {Enough is enough, Airachnid! What are you going to do to Knockout?}

A: {Doesn't matter what I wanted before! I have something else in mind, something I've been looking forward to for a long time.}

SS: {Meaning?}

A: {I'm willing to give you back the good doctor, but in exchange, I want Arcee. We never did settle the score.}

BB: {Are you crazy? That is not happening!}

Suddenly, the call is bombarded by cries of pain and agony.

BB: {KNOCKOUT! AIRACHNID, STOP!}

A: {Arcee, or no deal.}

SS: {Deal!}

BB: {Starscream, you don't have the authority to do that!}

SS: {How is authority of any significance here?}

A: {Let the little bug be in-charge, Starscream. Besides, I highly doubt you could deliver me Arcee, assuming she doesn't kill you first. So, little Bee, do we have a deal or not?}

Bumblebee looks at the bots surrounding him – an anxious Starscream, and a frightened Moonracer, who has been silent this whole time – before making his decision.

BB: {Alright. Deal.}

A: {Excellent! I'll supply you with coordinates, and I expect Arcee to be there a cycle from now.}

SS: {A cycle? You really want to wait that…}

communications disconnected –

"Long," Starscream finished. He lowered his helm and shook it, optics closed, and claws digging into the console.

Knowing full well that if he tried anything, Starscream would claw him to death, so Bumblebee focused his attention on Moonracer, frozen in a state of shock.

"It's alright, Moonracer, we're going to get him back," Bumblebee consoled, dragging the femme into a hug.

"I just… I don't want to lose him, too," Moonracer whimpered. "First Breakdown, and now Knockout? I can't lose another one of my friends, Bumblebee! I just can't!"

"I know, I know. It's okay. It's all going to be fine."

Moonracer didn't respond.

"That was enlightening…"

Bumblebee, Moonracer, and Starscream all turned to face Steeljaw, who just entered the room.

"But it also raises some questions. I do hope you and Starscream plan on sharing with the two of us who are out of the loop, Lieutenant."

"Of course," Bumblebee vented.

"Where have you been?" Starscream snapped.

"Working," Steeljaw answered simply as he walked over to the others.

"On?"

"Guys, later!" Moonracer hissed, removing herself from Bumblebee to stand beside Steeljaw.

"Moonracer's right, now is not the time to fight each other!" Bumblebee stressed. Once he was certain Starscream wouldn't argue further, he turned to address Moonracer and Steeljaw. "To make a long story short: Airachnid used to be a Decepticon, sort of, but she's more of a in it for herself type. She and Arcee have a bad history, and try to kill each other whenever they can."

"She can also control Insecticons," Starscream added.

"We all thought she was offline, but I guess she just ended-up somewhere else."

"You can thank Soundwave for that," Starscream mentioned, ignoring the looks he received from the others because he already knew that they would want him to elaborate. "After she escaped aboard the Nemesis during a… lab accident… Soundwave bridged her and the Insecticons off world. Of course, we never bothered to check, as we didn't want her back…"

"So why didn't you just kill her?" Moonracer interrupted.

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"That is a good question," Starscream admitted, stroking his chin.

"Ponder over it later, Starscream," Bumblebee ordered, skimming through his list of contacts for back-up. "Right now, we need a plan, because it's not just Arcee that's going."

"And knowing Airachnid, she's not going to play fair. I bet she'll have those brutish, mindless drones of hers along to make sure the scale stays tipped in her favor."

"Yeah, and no doubt she's going to leave Knockout behind, too."

"Leave that part to me," Steeljaw said, prompting everyone to focus on him.

"You are going to rescue Knockout?" Starscream questioned.

"All by yourself?" Moonracer added.

"Have a plan, Steeljaw?" Bumblebee asked.

The Lupicon smirked.

"Since when do I not have a plan?"

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. .

. . .

Knockout's optics fluttered open, peering at nothing in particular.

He wanted so badly to treat his injuries, to give himself a good buffing and a wondrous repaint, especially the worst of it. All along his left leg is a nasty gash that Airachnid was more than happy to inflict upon him when Bumblebee and Starscream originally refused to accept her terms. It was a lot worse earlier when the Energon rapidly flowed from his leg. Fortunately, Airachnid needed him alive, and thus did a minor patch job to prevent him from bleeding out.

Knockout shifted in place, careful not to disturb his badly damaged limb while attempting to make himself more comfortable.

"He looks awake to me."

"Apologies, my Queen. He was not so restless a moment ago."

"Whatever. Just leave us be for a bit. Don't interrupt me under any circumstances."

"But…"

"Under any circumstances! Do I make myself clear?"

"Yes, my Queen. Call if you require anything."

Buzzing wings signaled the departure of the Insecticon guard. The approaching steps required no thought for identification.

"I come all this way to speak with you, and you won't even bother looking at me."

Knockout looked up at his captor. Airachnid, servos placed on hips, wasn't standing too close for comfort, but she was close enough so that they didn't have to shout in order to hear each other.

"What is there to talk about?" Knockout asked, meaning for it to be rhetorical.

Airachnid was undeterred by the red medic's foul mood.

"Oh, I'm sure there's a million things for the both of us to talk about, but I only have the time and interest in something a little more personal."

". . . What?"

One look at Knockout, and Airachnid was gleaming with her typical sadism.

"I believe you already know what, or rather…" Airachnid trailed off as she closed-in on Knockout. She leaned over him and grabbed his helm in her servo. "Who I'm talking about."

Knockout wanted to move away, to get far away from Airachnid and this whole mess he found himself in, but even if he wasn't crippled, escape would have been impossible, as he was tied to a stalagmite by multiple layers of thick webbing. Even if he somehow had the power and energy to free himself of his bonds, there was still the matter of getting past the guards, not to mention every other Insecticon around.

"I guess I'll get more out of you if I give you some room," Airachnid said, releasing Knockout from her hold and backing away.

"Since when are you civil?" Knockout questioned, giving his helm a little shake.

"Doesn't matter. I'm just here to talk for a bit. You couldn't possibly imagine how boring it is having only Insecticons to talk to. Most of them don't even talk, anyway, but those who do…"

"I bet you can't wait to kill them."

"Yes, that. Anyway, Breakdown."

"What about him?"

"Nothing much, but I would be lying if I said that I didn't have a miniscule soft spot for him. He may have been big and brutish, not to mention lacking a processor, and way too loyal to Megatron for my liking, but he wasn't the most intolerable mech around. In fact, I probably wouldn't have killed him if he hadn't been ordered to kill me first. Based on your reaction, I can tell this is new information for you."

"No it isn't! I just can't believe what you're saying! It makes absolutely no sense!"

"Doesn't it, though? Tell me this, Knockout, do you remember a single instance where it looked like I may have been thinking of carrying out something like that?"

"You're always thinking of killing."

"Well, that's beside the point. What I'm saying is that I had no real reason to target Breakdown, especially since Arcee and that thing that's always with her blew-up my ship, and my collection with it."

As much as Knockout hated Airachnid, Primus be damned if he wasn't curious to hear what she had to say.

"Okay, for sake of argument, say I believe you," Knockout reluctantly said. "What are you trying to tell me? That when you killed Breakdown, it was out of self-defense?"

"For argument's sake, then, and precisely," Airachnid purred.

"Why kill him, though? Couldn't you have just trapped him and let him be?"

"I'm a hunter, Knockout. I guess you could say that I got a little carried away."

"Clearly."

"However, I still would've preferred it if I hadn't had to kill him in the first place, but it was either him or Dreadwing, and I didn't feel like going back to finish off that fool. I chose the mech closest to me, then left before Megatron showed-up to take me out himself, like he should have done in the first place. At least then he wouldn't have had to lose a warrior, not that he actually cared about Breakdown. Not after that MECH incident."

"How do you know all of this?" Knockout interrupted, not believing what he's hearing. He only knew about a few of those things, and for a rogue like Airachnid to apparently know so much more than him…

"Now, now, are you scared that you might not actually know the facts?" Airachnid questioned, grinning.

Yes, he was frightened by this.

"You do know that Starscream attempted a rescue, right?"

At that, Knockout was speechless.

"Of course not. I couldn't believe it when I first heard about it, either, but I'm sure it's true. I doubt anyone would lie about Starscream being nice. At the end of the day, it was just him being opportunistic, trying to build alliances and such, but the point still stands. After that whole fiasco, Breakdown was desperate, and that annoyed Megatron. It only became worse when Starscream left, but I believe you already know that, and remember what happened next."

"You tried to take over and Soundwave stopped you."

"And then Megatron found out. He ordered Breakdown and Dreadwing to kill me, then sent the three of us on a mission to… I suppose get me away from the ship and execute me in secret. Although, I don't see why he didn't just do the deed himself, and on the ship no less! Really, was he so petty that he didn't want to dirty the floors or something? Lazy, psychotic fool."

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"So, what does this mean?" Knockout whispered. "What are you trying to say?"

Now, Airachnid was irritated. She couldn't fathom how her point hasn't gotten through the red medic's helm yet, or maybe it has and he just needs more justification.

"Let me put it this way: I wouldn't have had to kill Breakdown, if Megatron hadn't forced him to kill me first."

"You're wrong. You have to be. You're lying… YOU'RE LYING! You're lying, right?"

Airachnid just stared at Knockout, then surprised him by turning around and leaving, without so much as a word. His frame went limp, and he returned his gaze to the ground, but with other thoughts in mind. Not about his predicament. Not about what the others are doing right now. He is only thinking about what Airachnid told him. Wondering if what she told him was true.

Right?