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When Airachnid first arrived on the ship and found another insecticon she was almost...happy. It had been a long time since she’d found one of her kind that wasn’t just a mindless drone. Then she actually spoke to Knock Out and while he was certainly a mech she had no plans to mess with considering his status as the ships only medic and his stupid hound of a partner, he was nothing but a sham. Starscream had ruined a perfectly good car to make a poor facsimile of an insecticon. At least that was her opinion, Airachnid still stood by the moral of what the Well wanted the bot should accept no matter what strange ideas they got in their damn heads. Considering Knock Out had no choice she almost felt bad for him...almost, part of her also found it humorous because of the medics suffering but most of all she felt insulted by Lord Megatron that he would think being turned an insecticon was a punishment! Insecticons were the only damn mechs who could still survive on their pitiful husk of a planet! If that didn’t earn them supreme dominance those fools were just delusional. Which wasn’t surprising honestly.

Her opinion didn’t seem to matter as time wore on however. While she was happy to ignore the vapid moth for her entire stay on the ship her swarm had other plans. At first it wasn’t a problem, she’d catch them lingering around corners near the medbay or the medic’s personal quarters. Sometimes she’d hear them in whispered chitters admiring his...assets but as soon as their thoughts on the matter started affecting her it was too far! She wasn’t going to stand for it. She didn’t care how wonderfully plump his lower abdomen was or how vibrant the bands on his wings were! She certainly didn’t care that the length of his antenne were perfect or that he smelled so closely of home! It needed to stop! So she took things up with Lord Megatron.

“YOU NEED CHANGE HIM BACK!” The warlord only gave her a look of confusion. It certainly wasn’t wise to make demands of the leader but she was at her wits end!

“Excuse me Airachnid….explain.”

“Knock Out, Lord Megatron. Knock Out! I don’t know what CNA or earth creature Starscream used but…” Airachnid didn’t want to admit that she was losing control of her swarm the hornier they became...practically losing herself some cycles. Thank Solus for her strict preference, if Knock Out had been a femme she’d have killed that dumb brute of his and turned him into the most complancent breeder. Beautifully engorged with her spawn, constantly mewling for her spike! The thought was intoxicating to the point of nausea. “He’s upsetting my swarm and there’s only so much I can do! You turned him into that monstrosity so you have the power to turn him back! Certainly there are better punishments for him your grace. How about a minicon, or better yet a drone! No need to deal with that pesky personality of his.”

This didn’t seem to move the leader in the slightest. Knock Out hadn’t done anything too disappointing as of late and Knock Out’s form proved more useful than any of them would have guessed. The last thing he needed was Airachnid to lose control of the swarm though. While he was sure he had enough will and strength to control them on his own he knew the bugs had...odd requests for their leaders that he did not want to deal with himself. “How may I ask is our medic doing such a thing? The bugs haven’t seemed all that unsettled to me...if anything they seem content.”

Airachid hurried for an excuse. “Exactly my Lord! They think he’s their queen! They’re becoming complacent! A complacent swarm will not go to war for you!” Megatron was quiet for a long moment.

“While I feel this is more of your problem and yours alone I don’t need the Doctor whining at me about the insects or have them risking him harm so I will have Starscream do something about the issue. You’re welcome Airachnid.”

“Thank you my Lord.” Airachnid gave a curt bow before turning on her heel to seeth as she quickly retreated. Megatron saw right through her! At least he’d agreed to do something. She’d have to leave Screamy a list of tips to go off of if he couldn’t give the medic a full change of alt. It couldn’t be that hard to revert the poor slagger back to normal now could it?

Thankfully just a few hours later she was treated to the joyful sound of Knock Out screaming as he was being carted off by two very lucky Insecticons. Oh if only they knew they were actively helping to destroy the only good thing they had in their miserable lives. Served them right! They might not have been thinking mutiny just yet but she knew it was only a matter of time. The slaggers would only be content to watch from afar for so long and Breakdown was nowhere near close enough of a deterrent! They might not have immediately killed her, demoting her to simply general but there was no way she could stand the sight of her army dotting on that fat fluffy slagger while she was being forced to serve! Her anger would get the best of her and the moment she laid a digit on the moth she’d be swarmed.

Oh well she could actually feel good about her sneaky little deed. Knock Out would likely get to choose his prison this time around and if Starscream could only make him another bug? So be it at least he would be ugly!

Airachnid was furious to see the medic nearly a week and some time later so she went right back to Megatron.

“HE MADE HIM WORSE MY LIEGE! HE DID IT ON PURPOSE!” Unlike before unfortunately, this time Starscream was there to defend himself and despite wearing the smuggest most obviously conniving smile the femme had ever seen it was clear Megatron had no fucking stake in her plight.

“I did no such thing My Lord. I followed as many of her points as I could. It isn’t my fault I couldn’t reverse the CNA slice. It’s a very complicated procedure, if I really wanted to get Knock Out back to normal we’d have to practically reforge him. Not only would that take months but it might set him back to nothing, a sparkling, a blank slate! What would we do with him then? So I tried giving him a new insecticon alt, Knock Out’s poor spark wouldn’t take it. Insecticons don’t appear to be like vehicular or aerial mecha once they have a form they get very attached and it’s not so easy to switch. So I tried to make him more threatening, tried to dull his color, tried to make him uglier as you asked!”



“At least I tried to mix him with a bug that humans hated! Besides bumblebee, wasp, how am I supposed to know the difference between what earth bugs are and are not disgusting when I think they’re all disgusting! Should I have made him a spider? Would that have pleased you Airachnid?”

“I told you to splice him with a roach! Lord Megatron! There’s a damn Autobot with the name Bumblebee! If his bumbling idiot of a partner still thinks he’s “adorable” you know you’ve done something wrong! Are you really going to allow dissension like this!? Make him do it again!”


“ Those two things prove nothing! Lord Megatron what would you have me do? Knock Out doesn’t deserve to be treated horribly just because I was ignorant on what disgusting beasts found attractive! Certainly not just because she decrees it! If he spiraled into a depression because I made him hideous then where would that get us? Short the only medic we’ve been able to get into contact with in nearly a millennia! I know Knock Out’s not a perfect medic but honestly he’s a better healer now as a bug than he’s ever been. Are you really going to let her trick you into destroying that just because she can’t handle her brute’s libedos?”

Megatron’s helm bounced slightly left to right as he watched the two Cons continue to bicker. Airachnid had a point, Starscream had absolutely made the situation worse on purpose. Whether for Knock Out’s sake or his own he was certainly trying to slight Airachnid. However Starscream also had a point, they didn’t need Knock Out per say but he was an asset. A valuable asset and having him miserable would make him useless. Knock Out was also not as weak as he pretended to be if he really was so appealing to the bugs why not let them abandon Airachnid for him, he could certainly control them even if it disgusted him. He would do it if ordered. It would certainly bring her down a peg and if she fucked up then he would be the only thing keeping her alive and he would happily keep her alive as long as she stayed in line. So like Zeus on the matter of Persephone’s hand Megatron made his decision.

“Let the bugs have him then Airachnid. I don’t believe you when you tell me they will become useless once appeased and even if all they do is mine for fuel and offer protection to the ship that will be enough. If you’re that upset about what your place will become well, I think you will need to take that up with Knock Out then.”

“Lord Megatron-”

“Enough! I’ve given my orders now get out of my sight the both of you! Fight this out amongst yourselves if you must! I’m done with your squabbles.” The two did end up fighting things out in the halls of the Nemesis but as expected things ended in a standstill. Airachnid was smart enough to back off after leaving Starscream with enough scratches to sate her wrath. She’d deal with this one way or another whether Lord Megatron wanted to help her or not.


While Airachnid was dealing with the problem Starscream made Breakdown was too.

He’d been terrified when Starscream demanded he bring Knock Out to get “fixed” again and he well...refused. He just refused. The egg thing wasn’t that big a deal and they handled it. While it was some trouble the infertile eggs were a great source of raw strong metal that they had so little of, so good in fact that they hadn’t lost a single Vehicon in the last three months since they’d been using it. Sure Knock Out complained he felt a bit like a factory first with the healing gel, the silk, and now fresh metal, but he didn’t...actually mind the egg part and it gave the two an excuse to be as intimate as they wanted even if that never stopped them before. So it didn’t need to be fixed and he wasn’t going to send Knock Out into a needless panic attack over it.

His refusal however didn’t make much of a difference considering Starscream just got the insecticons to get him only for Starcream to then inform him that he hadn’t done much of anything at all.He’d given Knock Out a bit more sleek metal for when he needed to go out in the field, strengthened it with rare kaonite obsidian so he didn’t complain about feeling so vulnerable considering he was one if not the smallest Decepticon now, added an extra set of optics simply for the look of it and few more spines since he used them so much as a last defense. All useful stuff really. He also with softened and increased Knock Out’s fluff, gave him thicker thighs, and smaller peds. All simply just to trick Airachnid into thinking that he’d done something he hadn’t. Which Breakdown didn’t understand at all but...well appreciated. He certainly wasn’t gonna be the mech to make a fuss of turning his partner more enticing to cuddle.

Dealing with Knock Out the past couple of days though Breakdown was starting to get the feeling Starscream may have...lied a bit about what he did and didn’t do. Knock Out seemed easier to distract than usual, happy to spend hours cleaning and washing the medbay or just sit at his desk to daydream or cuddle but at the same time he was more focused spending good hours on making new arms and peds for wounded vechs. His demeanor had definitely softened but... his brutality had also gotten strangely worse. If a vehicon came in with a few shots to the gut Knock was happy to take his time and fix up a mech he would have slaughtered but if a flier came in with a wounded wing or a grounder with a popped tire Knock Out would bring out the saw! Thankfully he was there to keep reminding him that those wounds weren’t nearly fatal and he would easily back down but it was still...worrying. Breakdown was more than eager when Starscream finally strutted in even as pissed off as he seemed all scratched and leaking as he was. He needed answers, real answers.

“Oh thank Primus you’re here! I need your help doctor! Or is it not obvious?!” Knock Out looked up slowly from his cup of fruit juice, his optics just sweeping over him. Starscream watched the moth’s wings gently flutter and expected him to get up and get to work but Knock Out only returned to his drink with an almost mournful hum.

“Put him out of his misery Breakdown he’s clearly a lost cause with that wing of his.”

Starscream screeched in response “EXCUSE ME!-” Breakdown quickly stepped in before Starscream could really get up in arms.

“Ay, ay,ay calm down commander calm down! Knock Out, what have I been tellin’ ya all cycle. Easy fixes remember?” This seemed to get Knock Out’s attention.

“Oh yes, right. Quick weld, just a quick weld. Thank you Breakdown.” The two watched Knock Out abandon his drink for the moment and slowly wander off to his parts closet. As Starscream leaned back against the upright med pallet waiting for Breakdown to lock him in Breakdown only grabbed him roughly by a bit of injured arm. Starscream was more than about to tell the nurse off but then he saw the rage in those golden optics and he laughed nervously. It wasn’t often anything pissed off Breakdown.

“You screwed up.” Starscream could only sputter at the accusation.

“Are you blaming me for your partners terrible gallows humor?”

“It ain’t humor he’s been doing this all cycle! Thinks any mech who can’t drive or fly is a lost cause but fixes dying vehcs he would have brought the saw down on any other day so clearly you fragged something up! I don’t care what it is but you need to fix it and now!”

Starscream continued to laugh as he tried to free himself from Breakdown’s rough grip. “M-might have gotten a little carried away this round. Spliced him with a few too many bugs. You know I haven’t had the chance to do real science in a while and...its exciting I’m sorry for getting overzealous Breakdown I know you were already nervous. Personally I just thought you didn’t want to be the bad guy but clearly I was wro-”

“You told me you didn’t do anything!” Starscream tried to shy as far away as he could and still save face.

“Well...what I meant is that I wasn’t really changing much and I didn’t but I did have to splice some new DNA together. See I wasn’t trying to change him physically all that much but then….let me explain!” The tightening grip on his arm loosened by just a fraction. Thankfully Knock Out had come to his rescue.

“I’ve got the metal. Let’s patch that hole!” It seemed Breakdown was eager to continue their conversation though.

“You know Doc, you might as well just make a whole new wing then attached it. We got plenty of supplies now. The commander deserves it don’t you think?” Knock Out casually looked to the metal in his servos then Starscream’s wing then back and and shrugged.

“Alright.” Breakdown couldn’t help but smile at the way Starscream’s plates rattled.

“Who are you? The Breakdown I know-”

“The Breakdown you know doesn’t give a slag. You’ve been messing with the Doc’s processor and that ain’t appreciated by any Decepticon and you should know better Starscream so you better talk real fast why I shouldn’t give you a few good wallops myself for touching things you shouldn’t have.”

Starscream could only shake and stutter as he tried to get control of his circuits. “I want control of the damn Insecticons! Airachnid is losing control because of Knock Out and I figure well Knock Out can have them as long as I can order them around.”

“Knock Out won’t want to control them. He barely wants anything to do with them.”

Starscream promptly rolled his optics at the obvious. “I know that which is why I used the opportunity of Arachnids demand to instill in our good doctor...a bit of a brood queen mentality. A hive mentality to soften the disgust.” The pain in his arm quickly returned.

“So you did manipulate him!”

“He can still say no! I’m not making him do anything! All I did was put in the idea that maybe the Insecticons aren’ bad...or ugly. Think about it this way Breakdown! If he says yes Knock Out gets a whole army of mechs who only want to protect and make him happy and if he says no the same mechs will just continue to spend most of their time trying to get him to say yes. They’ll never hurt him, ever! They still have Airachnid so Knock Out wins no matter what.”

Breakdown growled under his invent but finally let Starscream go. He still wasn’t happy about the idea of him playing with Knock Out’s mind but...the idea sounded harmless enough. “Seems like there’s a catch in there somewhere.”

“No catch..aside from the other wayward thoughts and the...physical attributes that might manifest but I can fix those if they do. What’s important is! They’re already infatuated with him. Now if you get a little bit...jealous at that well, that’s your business not mine. It’s not like you and the doctor are together, right?” Breakdown could only seeth. Starscream knew just where he was digging. He should have punched the slagger for it but he needed him to fix Knock Out.

“Right. Just set him right and make sure you get it perfect this time you hear me.”

“As crystal as Knock Out’s shiny new armor Breakdown, heheh~ You know you’re actually quite- Menacing when you try you know that?” Breakdown only continued his steely glare and swiftly yanked the handle to shift the med pallet.


After Starscream was pretty much healed up he was at least repentant enough or smart enough to offer to fix Knock Out right away. As it usually did It took a little coaxing to get Knock Out to go along willingly, to him after all nothing was wrong. Thankfully since it was Breakdown personally telling him some wires had gotten crossed it only took a few promises to get him to go along with it. So Breakdown led Knock Out to the lab and left him and Starscream with a chaste kiss and threatening growl.

Starscream snapped at the closed door with a hiss and a rattle of his plates. Breakdown wasn’t a bot he really wanted to fight with; he was usually loyal and stupidly obedient but who did he think he was making demands of him! Sure he may have crossed a line but Knock Out was lucky! He could have made him a roach like Airachnid wanted! So he had some morality issues, some problems in critical thinking, who didn’t nowadays! What did mechs expect when he had to play mad doctor with organic DNA. Knock Out would have been able to do this all himself if he hadn’t put up a fuss! Now it was Starscream fix this, fix that, pah! What did he get out of his hard work? Nothing!

“At least you have someone who cares enough to put a ped down. Should have known he’d grow a spine eventually. Knowing him though he would love you even if you were a disgusting roach. You lucky slagger.” Already nestled safely in his tube Knock Out certainly couldn’t hear him thankfully. Starscream sighed as he realigned the wires of his digits. “Let’s get your processor in order Doctor.”

The night quickly drifted by and after hours of pinpointing data and correlating it into functions Starscream was sure he’d fixed everything he needed to. Who needed Mnemosurgeons when you could simply treat a mech like a machine and code them back into functioning properly. With a yawn Starscream locked everything down and left Knock Out for the night. The last thing he wanted to do was deal with Breakdown again that night and Knock Out would be groggy just out of the tube. Better to have him out of commission most of the next cycle then working with a glitched processor because of a misstruck keystroke.

Unbeknownst to Starscream however Airachnid already had her plot in motion.

She’d been roaming around the lands just close enough the the cities to attract Autobot attention so of course Arcee picked up on her in no time at all. She’d ran, pretending to be interested in some form of pray. Her precious Jack wasn’t there so she chose any old thing. It was working the charm. The damn starving fools, at a mere mention of a mine they were already drooling for fuel. Dear little Arcee though Airachnid new that was the last thing on her mind. No this was personal, it was always personal so when she called for a bridge Airachnid waited just long enough for her to get close before running through.

She feigned surprise and panic as soon as she stepped foot on the Nemesis. Arcee still heated from the little episode with Jack had played her part perfectly. Airachnid could savor the burn in those pretty blue optics forever but she had more important things to get done. Airachnid “lost” the femme just outside the laboratory hall then hissed open the door for the other femme. Even wary and filled with rage all it took was one good backhand to knock the Bot out. Arcee fell to the cold floor like a dropped brick. Airachnid elegantly followed her down, twisting and turning her relaxed face in admiration.

“Oh, Arcee~ It’s going to be a shame to have to hand you over to Megatron and that snake, but I need to get rid of this fool and you and your little Autobots are the perfect out. No hard feelings.” Shooting a bit of web to the wall she picked Arcee up like an empty sack and threw her into the sticky mess, making sure to add just enough extra webbing to keep the other femme in place. With a curt dark laugh she put her attention on the row of tubes. Knock Out catching her optic in an instant. “Ah, and you. Same feelings I’m afraid. Starscream’s likely just using you to piss me off, but you have to go.” With a swift punch to the glass solvent was already rushing free and pooling at her peds, with just one more and she was breaking off chunks to get to her prize inside. Still stuck in standby poor Knock Out couldn’t even put up a fight. He didn’t even have his brute to save him. She was almost sad it was so disappointing but she quickly got over it.

Ripping Knock Out free from the connections she dragged his limp chassis out into the hall till she found what she was looking for. Slamming the emergency intercom she set off the ship's alarms. “Autobot breech! I repeat Autobot breech!” The ship was alive with panic in seconds, drones and officers alike searching for enemies that weren’t even there. Of course she’d look like the hero with her catch once all was said and done but for now, priorities.

She had company on the deck, one lone vehicon manning the bridge controls. The poor thing on high alert and waving his shaky blaster arm like a ward. He calmed just a little when he noticed her. “Officer Airachnid, did you nullify the Autobot insurgents?”

“I did mine. Type me in a fun new location, anything will do as long as it’s remote.”

“Of-officer you kn-know I can’t do that when were under- I-is that the medical officer?” With an annoyed sigh Airachnid quickly removed the roadblock in her way. One shot to the head sending the tin can crashing into the wall.

“Honestly you drones need to learn some common sense, you’d die less if you weren’t always doing stupid slag with your lives. Like questioning me.” Free from the Vehicon Airachnid typed in a random coordinate and even before the portal could settle into place, heaved Knock Out up and tossed him through. Leaning back with a sigh she cleaned her servos of the mess and headed back to Arcee.

It didn’t take long for things to settle down, for Airachnid to proudly produce her catch and for Megatron to be brimming with joy. It had been ages since they’d had a prisoner so they weren’t going to let the opportunity go to waste.


It took hours for them to all realize Knock Out was taken. Breakdown for the first time in quite a while actually threw a fit and got a tad violent. Not with Arcee, but with the rest of the team. Namely Starscream and Airachnid. Eventually when the hammers came out Soundwave handled the situation even though Megatron was happy to let him wreak havoc on the idiots who he was sure at least had aided the loss of the only medic.

Airachnid of course blamed the Autobots, Starscream adding that it was of no fault of his since he’d only had the most benign intentions leaving the good Doctor in the incubator overnight. Megatron suspecting Airachnid but having no proof could only do the responsible thing and blame the Autobots even though he had absolutely no idea why they would want him. Perhaps as a prisoner of their own simply because he was an easy mark? Perhaps as the main target of their attack, their own medic possibly ill or injured and needing treatment? The idea wasn’t out of the realm of possibility it was just very, very convenient. Unfortunately a quick scan for his signature came up with nothing. Either in the Autobot base or dead in a ravine Knock Out was MIA.

Sweeping a glare at every one of his remaining officers his optics finally fell on Breakdown who wasn’t even fighting Soundwave’s hold anymore and likely seconds away from turning into a useless lump. There would be no stopping the idiot brute if he said nothing to give him reason to remain calm. So he made a decision. “Well….Breakdown since I am on your side in this issue but I don’t want to act too brashly we will have to wait to see if the Autobots ask for a randsome. You know how they work just as well as I, the good Doctor will likely only come to minimal harm in their servos. If nothing happens I will let you kill Airachnid for her crime.” No amount of the spider femme’s sputtering or what if scenarios were able to sway the Warlord’s mind so as soon as they were all freed she went right to plotting her escape.

Breakdown and Starscream sulking right off to the Medbay. Well...Breakdown was sulking Starscream was fuming. “I can’t believe how fast she acted! I didn’t think she’d try to kill him you have to trust me on that Breakdown!” Breakdown didn’t respond, simply flopping down on a empty med pallet like the depressed hound he was. Starscream could only flounder uselessly, no idea how to deal with the mech. “Sh-shouldn’t you of all mechs be able to tell if he’s….left us? Certain rumors and all that~” That only got Starscream a growl and a piercing gold stare.

“You should think of leavin’ me alone commander unless you want me to convince the tank drones to hold you down while I SHOVE RAW CRYSTAL UP YOUR RUSTY PORT!” Breakdown’s hammer hit the metal of the table with just the amount of menace he wanted. So, called for or not, Starscream left the mech to wallow in his misery for the sake of his spine.

While Breakdown was wallowing, and Starscream was slunking off to do anything with himself the insecticon swarm were watching their leader. While Megatron may have had his doubts of who had kidnapped the Doctor the Insecticons had no such thing. They knew what Airachnid had done and they honestly weren’t surprised. Still it was a bit like popping the ball because no one would throw it to you sort of situation. The sultry moth had a beautiful painting set in the middle of a bombed out city to the swarm. Nothing more than a fantasy, a thing to enjoy from afar and joke about between themselves. Because of that most of the swarm collectively heaved their pointy shoulders and with a sigh silently mourned the loss of their fun.

Some others however were not nearly so complacent. Honestly, just dumping the moth in some far off local to likely starve or go mad was a poor move on the usually thorough spiders part. Knock Out was...well he was queen material whether he liked it or not and being as such he was made to be found by those who wanted to search for him. Airachnid’s pride was about to be her downfall.

Shriek couldn’t say he was a handsome mech. He had a few splashes of color thanks to hard won battles of the past and he was a fairly high ranked Insecticon. Snapper certainly wasn’t either but her and Shriek were partners in formation and she was better at finding energon than any of the Decepticons fancy tech. Volt was their favorite breeder not just because if they promised their loyalty to him he’d allow them unique forms and breeder status but because he was an actual decent mech. Just as bloodthirsty as any drone but with enough tact and intelligence to make him more. If one could place blame on Airachnid’s paranoia that the swarm wanted to dethrone her it was because of Volt. Jilted and stripped of his purpose and unique form he wanted nothing more than to see the Spider crushed under her own hubris so right now he was having a very good time. That said he knew better. If the three didn’t act as swiftly as their soon to be ex-queen they would be dragged along by the swarms influence. So when Airachnid asked for a team to go find energon for her the three rebels were the first to offer their services.

Chapter Text

Knock Out woke up in a forest with absolutely no ideas. He didn’t know where he was, who he was, even why he was! Just that he had a pounding ache all over and that….he didn’t quite fit in the world. Slowly he’d been returning to full function, slowly wanderting. As he did he couldn’t help but notice how...small everything was compared to him. The strange creatures, the trees, the strange buildings on the horizon. Why was it strange that they were so small though, shouldn’t it be more unusual that he was so big? Had he always been this big? What was he even supposed to be?! Anytime he tried to think nothing but red flashed in his mind, painful and screaming red that only resulted in garbled gibberish and strings of code when he tried to push through.

So he wandered blind. Resting in spots his wounded processor told him were good and testing out his frame the most he was allowed. Despite all the aches and pains he could still function fairly well, it just took a while to get a handle on. Some things came easy like the swing of his legs to walk, the curl of his fingers, the cycle of his optics, but he had a sense that he could do so much more and that he was starving. He felt so slow, sick, wanting to rest more and more under the shady spots of the trees than follow the path of the blinking lights in the distance. The lights called him though, drove him mad with want so he followed them anyway.

His curiosity served him, driving him unknowingly closer to town and closer to a large cave just a few miles out that was rich with energon. Knock Out stood at the mouth shuffling and stalking back and forth in the quickening dark. Half his processor whispering to him calmly that caves were good, safe homes, full of fuel and the other screaming about danger and disease. His worrying thirst was strong enough to send him deep into the cavern, something primal urging him despite his fear and disgust. He needed to fuel up, he needed to hide, needed to rest. He was too weak to go out, too vulnerable to explore.

As soon as he spotted the glowing blue crystals his claws were clashing against the wall breaking off hunks of the stuff. As soon as his fangs bit in he felt like he couldn’t stop, feasting till his tanks were wonderfully full. Breaking off random chunks as he went deeper to hoard Knock Out went searching for something nice and dry. Finally stumbling upon a room a nice room the moth got to making himself a hammock to lie, it took hours but it beat having dirty fluff.

Knock Out may have rested for a little too long but he woke up content and certainly less sore than before so it was worth it. He honestly didn’t want to move from the calm comfort of his cave but part of him knew something was wrong. He needed to know why he was where he was, what he was supposed to do. He needed any sort of answers.

With the sun warm on his wings and the wildflowers lining the grass where he wandered Knock Out was constantly pulled to bask for a moment its rays or indulge in sweet scents. Like everything else around him though the flowers were so small but he wanted nothing more than to chew on them, reaping in the sweet nectar hidden inside the only way he could. It was easy to be lazy with barely any thoughts on one’s mind. Did he have obligations? Was someone looking for him? He didn’t know so he was content to hide in the tall grass and let the wind ruffle his fluff. Besides he didn’t want to get too far from his cave so there was no real problem with being lazy.

By the time the sun was setting Knock Out had wandered far enough to start seeing...buildings? His processor told them they were buildings but they didn’t look anything like the buildings his processor connected the tiny homes with. There was something certainly living in them though, Knock Out could see them just barely though the tiny clear bits. He was only weakly interested though till he found a home that was filled with flowers. Flora thriving so well and wild that it nearly eclipsed the home all on it’s own. It was intoxicating. Unfortunately as soon as he made it over the small gate he spotted a small creature just sitting in the middle of it all. They had quite a strange display set up, like some ceremony Whatever it was he’d clearly interrupted it and now the...human? Human was staring right at him.

It took them a moment to move but eventually the little girl pushed back from her little plastic chair and headed right over. She took a long moment to look him up and down before doing a tiny bow in her blue frilly dress and reaching her little hand up to him. “Afternoon your majesty. Welcome to chateau Lin.” At first Knock Out couldn’t understand though it seemed like a greeting. Knock Out’s linguistics program needing a moment to register and reboot but by the time she was inviting him to sit down for tea he could understand her perfectly even if he had no idea what tea was.

Unfortunately she seemed at a loss to deal with him when they finally got back to her little tables. He was after all much too large. Even after resituating a few of her other “guests’ to the grass and stacking up the remaining plastic chairs into a teetering pile only to dismay with a curse that it was unstable as she’d feared. With no other ideas she ran off into her home and quickly returned with a large sheet. “Mama scolded me for trying to sneak off with the nice cushions but she said I could use this sheet! I hope that’s alright your majesty.” Knock Out who had been lying in the grass all cycle couldn’t have cared but some part of him appreciated the gesture. He was more interested in what all this “majesty” stuff was about. Did these little humans know about him?

“I also got you some tea so I hope you like it.” As Knock Out situated himself the young human placed a few tiny boxes by his side of the table before rushing over to move her plastic seat and tiny set up closer to him. For some reason he recognized the boxes though they too looked different from what his processor was telling him. Juice. They were juice. Apparently he liked juice. The young girl watched him stab the little foil spot with a digit and slip his long glossia through the hole to sip at the sweet solvent inside. He did indeed like it. How odd. Her smile gave away her joy that her guest was indeed enjoying her refreshments.

Knock Out didn’t really know what to say but it was safe to say a thank you was in order. “Thank you. you know what I am?” Knock Out meant the question honestly but Lin being the young girl she was had read plenty of books on fairies to know better and the age on her to have even read a few of the more violent, risque stories..

“Of course your Majesty you’re a faerie queen!. You’re beautiful after all it’s obvious plus your wings they’re so big and fluffy! Did mama’s flowers distract you?” A faerie queen? His processor was giving him no help on that one but the flowers did distract him so maybe this little human did know about him.

“They did. How did you know?” The girl simply chuckled as she reached into the drawer of her table and pulled out some thick coloring books. Slapping them open with more excitement than grace Lin was eager to show off the pretty messily colored pictures inside.
“Books and stuff! Mama used to tell me stories, in her opinion fairies are sneaky so it’s hard to see them but you guys love flowers and sweets and young fair youths to entertain yourselves with. The books also said you guys were small... but not all of them of course. That’s alright. Nothing wrong with being wrong when you barely understand something.” The pictures were very detailed works of tiny beautiful…. well...faeries he supposed. All small as a flower zipping about or resting in gardens or by streams enjoying fruit. Sometimes they even had animal companions, racing through forests or working on strange projects. Something about that triggered something in Knock Out’s mind...but he couldn’t explain it. A big blue...beast with him, racing through the trees and chasing after birds and leaves. Maybe he really was a faerie. Even if he wasn’t it was all he had to go on.

“You seem to know your stuff. How smart. Have you seen any other faeries besides me?” The girl shook her head as she carefully tore out a clean page from her coloring book and slipped it over to Knock Out. Pulling out a box of bright crayons and colored pencils just after.

“Sorry I don’t have much for us to do. I don’t think mama would take you too kindly. Are you hiding from someone?” Knock Out considered it. For some reason the idea of assassination didn’t seem foreign to him. Carefully he plucked a small crayon from the box and followed in Lin’s instruction, coloring in the bits of picture inside the thick black lines.

“Perhaps. I think I might be lost though. It’s hard for me to remember.” Lin nodded sagely.

“Sometimes mama takes me to the town and I forget why we’re there too. It’s….so much stuff...usually boring. It must be the flowers for you.” Again Knock Out considered the idea, it didn’t quite fit with his waking up aching with an empty tank but it could have been a factor.

“I think I may have been hurt.” Lin gasped as if that was the worst thing in the world.

“A coup! An evil Princess tried to take your lands for herself? An unseelie prince even?” Knock Out couldn’t say but that didn’t seem to make much of a difference to Lin. “ Well your Majesty you can stay here till my Mama makes me come in for dinner and then after that I can walk you home to protect you! If you need someplace though you can hide in our shed!” Knock Out looked over to the shed in question, it was small but certainly he could hide in it if necessary...but his cave was nice enough.

“I have a cave but I wouldn’t mind staying if you could tell me a little more about faeries.” Lin’s eyes couldn’t get any brighter after hearing that.

Starscream got to do the honors of torturing their Autobot prisoner but like any good war hardened soldier she spent more time spitting in his faceplate than telling him anything. Not to mention deafening him anytime they took her gag off. Her alt gifting her a sonic shriek that rivaled Soundwave’s. With the interrogation going along so poorly Megatron had held off on allowing Airachnid’s execution leaving Breakdown grumpy and miserable.

He wanted to believe Knock Out was with the Bots, just throwing a massive fit and biding his time till their old medic croaked and the team no longer had a need for him or even helping the old bot simply out of solidarity. Despite being ruthless Knock Out wasn’t sparkless and he’d helped plenty of medics in their times of personal distress. He didn’t though, it was just all too convenient and he was tired of waiting.

So as soon as Starscream called him in to clean up Breakdown did an extra good job. Arcee watched him weakly through hazy optics as he popped on a full IV bag of energon and slathered her wounds with stocked healing gel. Even through her daze she seemed astounded at how quickly it worked. Not surprising Breakdown didn’t expect a fat chicken to have many perks when it came to healing.

He waited for her to focus to return before dropping a half empty orange bag on her middle and disengaging her arm restraints before quickly stepping back. His hope that if she could see he wasn’t in the business of torture she might be more inclined to talk to him. A bribe couldn’t hurt either.

Arcee did calmly sit up, taking a moment to inspect the bag Breakdown had tossed on her. Dried Peas? What in the world was a mech like him doing with those? Finally removing the gag she worked her jaw for a moment before addressing the other mech. She knew quite a lot about Breakdown thanks to Bulkhead. He used to be a quiet, nervous bot before the Cons. Bulkhead had plenty of nice things to say about the mech he used to be but Arcee had seen the beastly wolf’s fangs try to bite Bulkhead in half so she wasn’t going to just drop her guard. Pulling out a single pea she rolled it between her digits.

“What’s this all about? Trying to poison me?” Breakdown didn’t seem in the mood for jokes. Arcee couldn’t blame him. Everyone on the team suspected that him and Knock Out were closer than they were allowed to act. If he really thought she’d kidnapped the Con medic he’d have the most stake in finding out the truth.

“It’s bird food. You’re a bird. Thought you might like it.” Arcee scoffed even as she popped one in her mouth. She wasn’t big on organic food like Bulkhead and Bee were but the peas were delightfully crunchy and sweet.

“I’m a raptor. Pretty sure they eat meat in the wild, not peas.” Breakdown only shrugged.

“Soundwave likes them. I ain’t got no idea what kind of bird he is but he seems like a predator type to me.”

“He’s a monster. You’re all monsters. Not really that subtle.”

“Better than playing pet but I ain’t here to talk about that slag.” Arcee heaved a sigh.

“Yeah and the second I talk I’m worthless so what do I get out of this aside from some peas?” Without a hint of fear Breakdown disengaged the bonds on her peds. Arcee stared at her talons for a moment in awe. “Really? You’re just going to let me go?” Breakdown’s optics suddenly dimmed.

“I-...I got no reason to stay if he’s gone. They won’t give a slag about me an’’ after the last couple of months I’ve had I don’t think it’s even safe for me to stay.”

“You’re seriously thinking of defecting?”

“Pit no! I’m leaving! I’ll convince Megs I’m on some sort of crusade, that I’ma go find the other stunticons or something. Buy myself some time to search this mudball for any sign of the Doc I can suss out before I leave this Pit for good.” Arcee went quiet for a long moment, there was no danger in just...going their separate ways but...she honestly felt bad. She of all mechs knew what it was like to lose someone close, to Airachnid too no less.”

“I really am sorry to tell you this Breakdown but we don’t have him, no plans, nothing. I can’t even offer you any information. She got me before I even got a glimpse of him. I know...I know you don’t want to defect but we can help you. I can help you! Alive...or not...we can find him.” It was easy to see Breakdown had been prepared for the answer but Arcee couldn’t predict how he was going to react. For good reason she really wasn’t expecting tears. “B-uh-Breakdown?”

Breakdown silently cleared his optics with the back of his fist. “W-eugh-we don’t need you sorry slaggers for anything! I’ll find him on my own don’t you think I can’t. J-just go kill the damn bug in her recharge or something I- heugh- I gotta go mine something to calm down!”
Arcee couldn’t get another word in before Breakdown was gone. Just the pounding of his retreating peds as proof that he was ever there at all.

Arcee slowly moved just in case he had a change or spark but there were no signs of that. So she lightly trashed the place to look like some sort of struggle had happened before sneaking off.


Snapper was taking her sweet time trying out different alts, to be fair so was Volt. Shriek didn’t mind but the longer they waited the harder it would be to track the moth. Knock Out wouldn’t stay offline forever unless he was seriously wounded by his reckless trip into the ether. His thirst would wake him up and either spurr him to action or slowly kill him. The later option was actually more ideal, at least he would go into hibernation and they wouldn’t have to chase him down but if he hid somewhere too well they might never find him.

The bruiser just didn’t get the appeal, as an Insecticon who had been a drone his whole life he just picked the biggest toughest looking thing he could find. A nice beetle, nice dark red shell and a little bit of white for some accent marks. Good and simple. It at least made sense for Volt who’d been born a breeder and had a unique form for quite some time but Snapper had been a drone like him! Certainly anything fancy would have been an improvement but no hers took the longest. He was just a little too bitter to admit the effort had been worth it. Snapper looked amazing when she was done.


With beautiful new earth friendly alts the three bugs set out. Airachnid who’d been as lazy as she was infuriated had failed to notice when she typed in the coordinates for the ground bridge the computer had popped up with a preset location. Either one of Knock Out and Breakdown’s favorite spots to go sneaking off to or a location with a mine nearby that Soundwave had marked. If it was a mine marked for the future that meant Knock Out could have easily found it and hidden out. Shriek could only hope. Breakdown wasn’t stupid and as soon as Megatron gave him free will to roam where he liked he’d check the groundbridge log history too even out of desperation. The three didn’t mind sharing the medic with his preferred partner, in fact Volt was already thinking up fun designs he could pass off to Starscream to integrate him to the swarm and Snapper was already having fantasies about the orgies the four would have with their beloved new queen but first they had to make Knock Out a queen and that would likely not happen nicely if Breakdown managed to find Knock Out first and Airachnid came up with a good enough excuse to exonerate herself. It might not be possible but killing a mech was one thing, tossing them out to the wilds for a few months to simmer things down was another and Megatron needed all the servos he could get.

“Snapper? Shriek? You two smell anything yet I feel like we’ve been walking for hours?” Shriek looked up from the ground to acknowledge the breeder, his chassis still glimmering and glowing in the morning dawn.

“That’ because we have been and we’ve walked in a few circles. Can’t blame her. Earth is so rich in fuel it’s hard not to get turned around even for the best. Trying to find the strongest scent is like walking into a merchant market.”

“Hey!”Snapper chirped to defend herself. Shriek wasn’t wrong but it wasn’t just her senses muddling her tracking, earth was so strange and new and so much of it looked the same yet completely different at the same time. Not to mention the few back home that still cared for her calling. She was getting better the longer she spent though and she was sure she was on the right track. “I’ve got it now Volt don’t you worry. I was thinking at first he wouldn’t go to where the humans live but then Shriek reminded me he actually likes humans a bit! Not to mention he’s a moth. The lights will remind the insecticon part of his processor of the brilliant crystal caves of our homeland. Not only that but I smell a mine! That lazy idiot really didn’t think this through!”

Volt hummed in understanding. As a breeder he could really only hone in on a queen’s scent so like Shriek’s apt analysis of earth he couldn’t exactly say he could do a better job. He believed Snapper anyway simply because she was the best but also he swore he’d seen some very familiar pedprints in the soft soil. He’d been holding off mentioning it in case earth managed to have bigger fauna than they knew of but now he could assure the other two. “I think you’re right darling. I’ve seen some suspicious tracks and some substantial damage to the flora around here. I think he’s trying to collect from these tiny flowers. How cute~”

Snapper didn’t quite agree with the sentiment. “Cute! That’s no job for a queen Volt!”

Volt tried to explain himself. “Well of course not but it does mean he’s becoming more and more of an Insecticon doesn’t it? That’s promising.”

The two had to agree, it was promising. Almost as if Starscream had really done what he’d done on purpose. Which was honestly the most stupid yet fortuitous thing to happen at least for the small band of rebels. If Starscream thought he could steal the swarm from Airachnid just by increasing Knock Out’s influence he was surely mistaken. Most of the swarm would still remain loyal to the femme as long as she kept her servos off the new queen. Even now breaking off to simply start fresh if the three returned with good news they wouldn’t get the whole swarm to go with them, perhaps a dozen or so weaker drones or strong ones fed up with Airachnid but certainly not all of them. That wasn’t how the swarm worked after all.

Suddenly Snapper stopped in her tracks then just as quickly broke out into a run the mantis easily leaping far ahead of the other two over hills into and through a massive field of wildflowers. Both Volt and Shriek transformed and flew after her to catch up till all three of them stopped at a mouth of a cave a fair distance in the forest. It was perfumed with Knock Out’s scent.

“He’s been here!” Snapper screeched gleefully before rushing into the cave,Shriek and Volt still quick at her heels. The trio were only mildly disappointed to find the small cave room Knock Out had set up empty because it was clear the moth had really set up. The floor was lined with fresh leaves and flowers and the nice dry walls with handwoven silk drapes, small energon lamps littered in the corners still glowing strong and lively. Even the moths hammock was stuffed with strange soft cloth covered lumps, perfect to not crush tender wings. Knock Out may have not been there but he would certainly come back.

Knock Out returned to Lin’s house often. Mostly because she begged. She spent quite a bit of time with just her grandfather thanks to her mother’s work and to quote the young girl he was a nice boring old man who liked to take her places often but liked naps a whole lot more.

He was fine returning to entertain the her as long as she had juice for him, which she always did. It wasn’t as if he’d had anything better to do. Being a mythical creature according to Lin he was wise not to go to the town in case of devious scientists wanting to pin him to boards and keep him in strange museums and his cave while nice and cozy was boring to spend all day in. His trips back and forth to the small cottage did him more good anyway. He had been getting much better. His memory was still fuzzy and blank but he’d managed to relearn how to transform and fly, even use his mass displacer so he could easily sit at Lin’s tiny plastic table with ease. Which she personally delighted in. Not to mention with sleepy grandfather he’d actually been invited into the house to watch some movies. They were all very brightly colored with strange fantastical plots, fun ways to waste time. Knock Out didn’t know why he found them so familiar.

They were sitting outside that day, Lin’s grandfather had set up a small inflatable pool for her thanks to the sweltering heatwave and she was splashing around happily while chatting away about whatever she liked. Apparently she’d be going back to school soon the idea of it sounded familiar but no memories flared back to life as he tried to mull it over. “Is school fun?”

“Um-” Lin paused to think, looking conflicted as she made her way back over to lean on the rim of the pool. “Kind of. I see some friends I don’t really get to because I go to a boarding school but its really strict sometimes and mama expects me to do well in everything! I don’t think that’s how people work really, doing well in everything. You might not get it. I’m sure you’re great at everything, being a faerie queen.”

Knock Out couldn’t say one way or the other. He didn’t know why being a faerie queen would make him inherently good at everything but he had no memory of ever failing at anything. He was sure he had though. It was simply the way of things, no one was perfect at everything. “I think that’s a wise mentality. I’m sure your guardians just want you to succeed at this school.”

Lin let out a tired laugh. “Yes well I don’t think she’s ever had to go to home economics. Do you know how many times I prick my fingers needlepointing? What it’s like to have some ancient hen tell you your squares aren’t tight enough? What does that even mean?! Don’t even get me started on sewing and cooking! We never get to make anything good and when we do and I do manage to do a good job someone always steals my hard work because their thing isn’t going well! The teacher never believes me! I hate it.”

Knock Out had no idea what any of that really meant and a quick search only gave him so much to work off of. “Sounds rough. Things are always so much more frustrating when they’re boring. You are good with the flowers though. You made me all those crowns. You take such nice photos too. Those things aren’t important at school?”

“Exactly and hardly! Nothing I like seems to be very important except for maths, everyone loves to copy my maths work and science, history. Harpies the lot of them.” Knock Out laughed softly at the girl’s mutterings.

“You seem well off at school if these other girls are copying you. You really shouldn’t care that your not good at some things.” Lin sighed.

“Well... it doesn’t help. Especially because it’s what all the other girls seem to like. The popular girls. They all like sewing and dancing and baking and makeup. They always look like they’re having so much fun. I get envious of them sometimes. I want to be able to sew my own dresses and sneak off to the boy’s school. I don’t get what’s so exciting about boys really though. Sometimes I go over to England and stay with my aunt and older cousins and they’re boys. They can drive already and sometimes they let me sit on their lap and steer the wheel. They taught me how to play poker one summer and they sneak me cider. They’re fun don’t get me wrong...because they don’t treat me like I’m all that much younger than they are to a point. Grandfather was a boy once too, he promised to teach me how to woodwork and fix a car next summer when I can see in it. Interesting but still mundane. I prefer faeries, you get so much variety...and they don’t smoke. You know, I didn’t believe in them anymore before I met you. I liked them sure but I stopped thinking they were real a long time ago. Like dragons and ghosts. They’re cool but I think the other girls thought I was childish for saying I liked them. Like I wasn’t grown up enough for them because they thought I still believed in such childish things. I don’t think murder and political unrest is childish though. I was excited to be wrong!” Lin sighed as she flopped back into the water. “I’m so glad no ones come to hurt you your majesty but I was sort of hoping you’d have spirited me away by now. I want to see your world. Learn how to do magic and sword fight and...I don’t know. Something exciting! Has your memory gotten any better?” Knock Out shook his head Lin just hummed dejectedly. “Can’t be helped. Would you like a frozen treat?”

Lin already had grass coating her feet by the time Knock Out was nodding to her, he watched her slide open the glass door and disappear off to her kitchen. Left to wonder if he really did have some strange homeland somewhere. Someplace magical and fantastic. It seemed far fetched for some reason probably because the thought of home made him extremely tired. A sudden rustling in the bushes tore him from his ponderings, optics scanning wildly. A tall lean figure was there just beyond the fence, almost out of nowhere. The...well... faerie stood there intimidatingly for a long moment but slowly advanced in cool strides, Knock Out felt the spines buried in his fluff perk up in fear as the stranger called out to him in a deep charming voice.”

“Doctor, thank goodness you’re alright. Now I know you may not know me but I assure you I’m here to help-”

“Help this!” With a rush of wind Lin ran past and with an impressive leap for a creature her size jammed the end of a sword into the strange faeries knee guard.“Next one will go through your heart you devious pest!” Eyes live with fire she turned to Knock Out. “Run your Majesty I’ll protect you I promise!” They stranger stumbled back sending Lin crashing to the ground the very next moment but the girl just managed to tuck into a roll. “Seriously! Fly away!” Instead of that Knock Out quickly returned to his right size and swept Lin up in the safety of his palm. The thought was nice but even she had to know there was no chance she could take down the stranger. Thankfully they didn’t seem aggressive.

Chuckling nervously the handsome faerie just clutched at his bleeding knee and pointed to Lin hidden away in his servo. “A friend of yours….your Majesty?”

Chapter Text

Lin and Knock Out stared the strange faerie down as he sat at the opposite end of Lin’s very small table while she stood on top brandishing her school-issued rapier. Considering he was the only lead Knock Out had he’d convinced the girl to let him speak upon her condition of being the tiniest wall of protection.

“The name is Noxhide your majesty but I hate to inform you, you’re not quite there yet. Certainly in the running though that’s for sure.” Impossibly thin legs crossed the other as the spider-like creature admired his claws. “You’ve got competition. Vindictive competition.” Their four back legs flexing for emphasis.”

Knock Out still had a healthy amount of skepticism of the fellow but with him giving weight to Lin’s knowledge it was a bit hard not to trust what he was saying. “Why? What for? I don’t even remember who I am. What I am. Are we really faeries?” Noxide seemed taken aback for the moment as his frame tensed slightly and...something about him became suddenly cold and sharp but his smooth smile never faltered. It all when away in a second though as he leaned forward just enough for the tip of Lin’s dull sword to just touch his chest.

“May as well be. Humans are very good at remembering the rarely seen. If that’s what they’ve dubbed us then yes that is what we are. We, of course, call ourselves differently even in our own tongues we may each have different names. So we can stick with faeries if that helps you.” Noxhide leaned back as if that had explained everything then his brain jumped back to action as he remembered he was asked more questions. “You! You, of course, Knock Out. I can’t believe the awful things that happened to you. That evil Airachnid, tsk, tsk, tsk. She needs to be stopped.”

This confused both Lin and Knock Out. The girl prodding the taller creature roughly. “You could be mistaken for an arachnid mister! I know I may be young but I’m not that stupid!” Noxhide only chuckled. It was a touch nervous though.

“Yes. That’s...because…. I am. The fa-erie in question though uses it as her name, however. The queen of the arachnids if you would. She’s not though. Not by a long shot. Our head figure, our queen if you would is named Verada. We, myself, her, and them respectively, are quite a rare group of faeries you see all with a special….cognitive talent. A gift of premonition if you will...generally. Airachnid was born without that gift so she quickly turned spiteful and- well first to understand- One of our kind is only born when there is to be a new queen. An overall queen. The highest of queens that we all live under. We’re born to serve as counsel. Despite the fact that Airachnid hadn’t been born with any gift at all the Queen Airachnid was born to serve under accepted her anyway and she thrived in her own way….then promptly killed them as thanks and took her throne. So you can imagine she wasn’t eager to know that I was born or that you were.”

Lin had lowered her weapon, enraptured by Noxhide’s tale. “So, you’re Knock Out’s council?” Her awe was swiftly stamped down by reason, however. “You’re not very good at your job! Knock Out was hurt! They can’t remember anything! Did she use a spell, chase them through the lands by inciting a mob, hired vicious assassins?! Where were you?!” Noxhide tolerated the weak nicks her blade caused, only scratching his paint, but for a moment his field was wild and thorny. Knock Out slowly reached forward and pulled her back a good foot or so.

“A sore spot for you that Noxhide? Considering I have no memory I’m not exactly going to dump blame on you for what happened. I’m more interested in why you think I’m a doctor.” Lin turned on her heel, she’d missed that bit in her moment of wild fury.

“A doctor? You don’t look anything like a doctor.” Knock Out had to agree, his thin, almost serrated digits looked like they would get caught on anything and he was covered in fluff. He’d absorb any disgusting fluid that would come in contact with him. Very unhygienic. He did have his gel though, somehow he’d made it instinctively. Lin had hurt herself some way or another and despite her goal to keep any and all battle scars Knock Out couldn’t stand her picking at the wound. All he remembered was it pooling in his palms and then a strange tickle in his wrist as soft strands of silk wrapped around her leg to seal the disgusting temptation off. If was gone within the day Knock Out had forced her to keep the bandage on.

Noxhide slumped forward against his claws, the strange ever-fluxing energy around him now quite faded and clammy. “It’s who you were...before you got dragged into the mess you’re in...because of me. I was so excited to find you. To prove myself. To change things. I relied far too heavily on my gifts and I was too cocky, careless. I thought Airachnid could never figure out what we were doing. Not like she could see the future, right? She’s hurt so many creatures because of me, my failure to stop her. When she got to you...I didn’t think I’d ever find you.” Knock Out could feel the sorrow in the mechs words, feel the actual guilt in his energy...but something was wrong. There was something he wasn’t getting across. “Not like you ever stop being a doctor though right? I’m positive your memories will come back in due time you’re majesty.”

“You’re not telling me something. A-are you alright? How bad is the situation we’re in? What of our world? Our...kind?” Noxhide’s optics actually shuttered as his frame shuddered with his sigh.

“Y-you’ve- Heh.” Noxhide buried his face in his servos again. “It’s so strange to tell you this...because it probably feels like no time at all. Our world is gone, Physically it’s still there sure but it’s a hellscape. Not just thanks to Airachnid, even she fled from what happened. The coward. Finally met an enemy she couldn’t poison and toss into the void. If she’d only listened to me if she tried sooner... The plague it struck so quickly, Airachnid barely cared. Sure she set her scientists to take care of the task...but they weren’t fast enough. We needed a real healer. We needed you.” Knock Out wished he could say he was moved by the strange spider’s tale. certainly sounded heartbreaking but there was something inside him, some wall simply saying “oh come on now.” He had no reason to believe this creature was lying and yet he also had every reason. He was the only faerie he’d seen, he was trying to drag him into something dangerous, and he just seemed off...but there were scars all over his thin jagged pinstriped plates, warped and dented bits of...carapace...and it was clear he was dealing with some sort of trauma. So part of him wanted to believe, wanted to help, wanted something to hold on to even if it wasn’t an ideal situation or...wasn’t even real. At least it was a purpose that wasn’t entertaining Lin and lying around in flower fields and caves.

Carefully he cupped his servo around Lin who had wandered near, either in her own attempt to comfort him or looking for comfort herself. “So...somehow you escaped from Airachnid and somehow survived this plague yourself I’m guessing. Why find me now? Why bother if our world is destroyed, if our kind is gone? What do you think I’m able to do in wake of such destruction?”

Noxhide stood from his chair, nearly all his airs gone and yet replaced with different ones, ones much harder to define. Without Lin as a barrier, he drew closer, choosing to kneel in the grass at the moth’s peds. “Not all hope is lost. Our worlds might be in ruins but our kind still survives no matter how diminished. You’re the only hope I know to turn to…..I don’t know what else to say.”

Something pinged in the back of Knock Out’s mind. “Worlds? More than one? C-can you show me! Show me... what happened? What could possibly destroy whole worlds?” Noxhide went quiet for a long moment and Knock Out could only guess why. Too many things that were better off left unsaid. He didn’t want to push someone who had clearly suffered but he needed answers. “Please, I need to know what we’re dealing with.” Noxhide gave him a weak smile.

“Of course your majesty. You deserve to know what happened to your own home but I assure you it’s not pretty.” Noxhide took a moment to fiddle with his chassis and cast out a soft blue light from his palm. It widened in a blink and the color darkened to a dull blue screen dotted with tiny pictures.

“I-is that a computer?” Curiosity overtaking disappointment that she wasn’t going to be able to live out her faerie knight dreams Lin had stepped out from behind Knock Out’s palm to see the destruction for her own eyes.

“You could say that. Our society is quite advanced.” Knock Out tried to catch as much as he could as Noxhide zipped through the files on the screen but despite understanding the words they meant little to him.”

“Is it run on magic? Crystals? Blood? Strange ethereal energy?”

“All three. As do most of us in fact.” At that Lin seemed doubtful.

“That’s not true. Knock Out runs on juice.” Noxhide got a laugh at that.

“Well, he’s always been special. I can bet you when he sneaks off back to his cave he enjoys a crystal or two though, don’t you darling?” Knock Out felt his face heat a tad and his spark go thorny. Why didn’t he like being addressed that way, Noxhide didn’t mean anything by it. Did he?

“I can’t lie. My cave is filled with crystals. I do love juice though.” Knock Out carefully combed Lin’s mussed hair with a talon. “Can we please continue on with the important details now, Noxhide?” Noxhide visibly shivered at Knock Out speaking his name aloud, in a pleasant almost trusting tone no less. He was so used to being screamed at.

“Yes...yes.” Getting back to his computer Noxhide finally pulled up some images. “Well, first here’s my home. Before the plague, and after.” Knock Out watched Noxhide switch through two videos. One of a beautiful lush vibrant world full of fauna and thriving flora and the other of a gray burning nothing, strange beings that despite looking different it was easy to see they all shared something. Knock Out heard Lin gasp as his side and he had to agree it was devastating to see something so beautiful lost...but it didn’t look like the damage of a plague. Perhaps the burning had been a protective measure to stop a blight or kill an air born virus by superheating the area. He could extrapolate forever but there was only one question on his mind. “Your world? Are we not from the same one?”

Noxhide shook his head. “Not entirely, no. Not that it matters. We’re all connected and we all suffered.” With quick fingers Noxhide switched files, pulling up a different scene. “Here is your world. Vibrant and thriving before it’s fall.” This world was much more diverse. There were towering cities, small towns, and even thick lush forests and shimmering neon colored coasts. They all met the same grayed out fate as Noxhide switched to the aftermath. Again all very sad...but a distant sadness. There was a nagging thought in the back of Knock Out’s mind that spoke so loudly. That wasn’t his world. For the moment he blamed it on the trauma, his inherent denial. Noxhide was worth trusting, he’d been more than forthright despite the obvious pain the situation caused him and he didn’t seem violent in the least. None of that changed the reality though, fatesent monarch or not he had no idea how he could possibly fix what had happened.

“I...I don’t know how to fix that. I’m sorry Noxhide.” Noxhide fell back lightly against Knock Out’s leg with a sigh and despite the sudden panic the contact caused, he didn’t push the mech away; he even rested a servo on his slim shoulder in comfort. Perhaps he’d been through his own traumas. Hopefully not at Noxhide’s own claws.

“Don’t worry I can’t expect you to. Not right away at least. You need help, time, better info. It’s just... I can’t be of much more help till I get a vision or catch something in the wind. As far as I know, I’m the only one who went here to earth but I could be wrong. I’m just so glad I found you. I was….actually starting to doubt my visions for a bit.” Knock Out only hummed in agreement, thoughts still locked on their dying world.

“I’m glad you found me. We’ll keep each other safe. Won’t we Lin?” Lin’s eyes glittered with pride as she dashed to pick up her abandoned sword. Crossing it dramatically over her chest.”

“Proudly your majesty!”


Surprisingly despite Arcee getting free on his duty, because he set her free, Megatron didn’t bother to hurl any sort of fit or punishment at Breakdown. Perhaps it was because he’d held himself up in a mine for two weeks, sobbing like a fool between destroying the place in the comfort of his team or perhaps the adrenaline of the femme trying to murder him took the sting out of the escape. Arcee had put up a good fight before getting away, giving Airachnid and Starscream a few thank you wounds for their hospitality and giving Megatron one hell of a chase before Prime showed up to save her. She killed a few Vechs which was disappointing and crashed the Nemesis....but he hadn’t been on board to care.

The only mech to drag him back to the Nemesis had surprisingly been Soundwave. Unharmed in the little Autobirdy’s escape he’d been doing a fly around in high winds and crashed, garnering him a lot of nasty gouges and a cracked visor thanks to an ill-timed transformation. Still more than angry at every mech of the “team” Breakdown was ready to just tell him to go screw himself and wait for his auto repair to fix it but he knew it never would and if anyone could help him find Knock Out now that he was likely offline it was Soundwave, so he soldiered on back to the ship.

Soundwave regarded the nurse with a slight wave. It was obvious Breakdown was hurting from the loss of the doctor and while he’d fallen out with Knock Out himself there had been a time when they were once better acquaintances. It was an unnecessary loss and one that even with the little time gone was sorely felt. The silence sure was less lively without Knock Out’s personal banter. Breakdown weakly waved back to him as he headed over to the sink to clean off his servos and dusty face.

“Sorry to leave you waiting Soundwave just...a lot of mining to do you know.” That certainly was true but anyone could tell just by caring a little that Breakdown’s field was so taut and thorny with sorrow. Megatron had yet to give Breakdown the go to murder Airachnid, still expecting Optimus to call for a randsome or for Knock Out to simply show up tied up somewhere ready for pick up but it was clear that Breakdown had no such hopes and he was simply wasting his hours where no one could see him at his weakest. It was a wise decision. One that Soundwave would have happily let him continue living till Autobots did make a move but he really needed to be able to see again. “Any….any sign?” Soundwave debated about telling him what he knew. Truth was, thanks to Starscream’s mad science Knock Out’s spark signature was very, very hard to track unless at close range. Mingled with earth insecticon DNA looking for it turned the scanners into nothing but a fancy tracker for large populations of moths than any life beacon. He’d fixed the problem by planting a tracker on the racer but Starscream had clearly found it and removed it for the mech. There was no way to track Knock Out. He was simply a ghost now. Dead or alive.

“I guess that’s a no.”Breakdown’s despair was near palpable. He didn’t let it show more than that though. Clean and sanitized he’d brought over the near-empty jar of healing gel the Vehicons had been personally helping themselves too since the nurses bout of depression and got to work. First with a heat gun to smooth out the metal, then with the thick metal staples to keep everything together and lastly the cooling gel, applied with the nurses usual careful, gentle servo. All the while Breakdown glared through Soundwave’s broken visor with a keen optic. Judging the severity of the cracks. Soundwave had told him it was urgent enough that he could no longer see but that was a wiring problem he could have honestly fixed himself, not one that affected the glass. Technically he could see through a cracked visor...but he didn’t want to.

“Well...I could just fill it and buff it out but you’re gonna see the lines and it’ll be prone to cracking again. I don’t know if the Doc still has the mold here...or if he made a mold at all but If I find it in the parts closet it’s an easy fix. I could try to replicate it but...I’ll need it to take apart to take accurate measurements. You think you can deal with wearing one of your old masks?” Soundwave was already clicking apart the connections as Breakdown went to wiping off his servos. Walking back he was treated to the sight of Soundwave’s real face. It wasn’t as if it was a shock to the nurse, he’d seen it before since Knock Out had been the one to do the surgery. Popular to rumors he had once started out with an actual faceplate, Soundwave couldn’t remark on the beauty of it but it certainly had been the standard of the day. The years of fights in the Pits and then the brutality of the war simply took it away piece by piece till there was nothing left to salvage and since he’d never been attached to his face he let Shockwave improve upon it.

Breakdown nervously looked from the mask to the hollow mess of wires and struts that was Soundwave’s face. “You….you really trust me with this?” Soundwave nodded curtly, with Knock Out gone Breakdown was the only healer left, so capable or not Soundwave would let Breakdown do his job. “Well...alright I’ll try to get it done as fast as I can.” Soundwave stood and gave Breakdown another curt nod before turning to leave. Breakdown watched him disappear out the doors before heading to the parts closset.

He’d been deep in junk when he heard the heavy venting and screaming of another mech. Figuring it was Starscream hoping Knock Out had somehow miraculously rematerialized he detangled himself from the pile he’d been searching through and headed back to the front. He knew something was off when he heard it was his own name whoever they were, were calling.

“Commander Breakdown! Can you hear me?!” Breakdown gently but firmly grasped the vehicon’s face who was screaming into the closet. Cutting off his shouting and moving him a few feet away so he could get out.

“I can hear ya’ just fine Axel what do you want?”

The mechs voice came out slightly muffled till Breakdown let him go. “I’m sorry to bother you since I’m sure you’re swamped but Crosstrack wants to see you!”

“Crosstrack?” He’d declared the poor generic dead. No matter how good the clone’s metal was now it still couldn’t stop a near point blank blast from one of Airachnid’s black market guns.

“Yeah! He woke up. The blast must have just knocked him into an emergency stasis.” Well...guess it could. “He was going to wait for his shift in the mines to tell you what he knew but I saw you come in on the bridge.”

“He knows somethin’? What’s he know, did he tell you?” Axel seemed hesitant. It wasn’t often Vehicons had achievements so stealing the thunder from another was not seen well. This was the sort of information where urgency was best though.

“He said he saw Airachnid with Knock Out and he was alive. She hadn’t done anything to him. Said she wanted to use the space bridge.” Axel saw the commander stiffen with determined rage. His glare going back to something on the desk before returning to him.

“Tell Crosstrack I’ll look him over when I get back till then I don’t care what your duties are I want you in that stupid closet looking for Commander Soundwave’s visor molds. If you can’t find them just stall for me.” Axel barely had the chance to stutter out a yes sir before Breakdown was gone.

Thundering down the near-empty corridors Breakdown could only bless his lucky star that Soundwave wasn’t on bridge level. The few aerials waved him hello as he scooted them over. The clones crowding him in excitement.

“Did you get the all clear Commander?”

“Yeah are you going to go take Airachnid out for all of us?” Breakdown only grunted as went down the line of previous coordinates. Quite a lot of them were the middle of nowhere. The spot where the femme had crashed her ship? Could she really be keeping Knock Out there? Some sort of sick prize? Maybe just so she could sell him off somehow? Either way, he didn’t like it.

“If I have to. Load this one in for me guys.”


The two fae had spent most of the day with Lin but as the sun was starting to set Noxhide had pulled Knock Out away for a well needed moment alone. Thankfully he didn’t have to fight the child for the opportunity, her guardian calling her in for food. Knock Out had suggested they do the same, make the trip back to his cave for the night but Noxhide had other plans. He’d dragged Knock Out off to a more secluded wood away from any prying human eyes. Knock Out seemed on to him right away but thankfully he didn’t run, he seemed intrigued as slowly knit himself a chair of sturdy silk and watched as Noxhide pulled nearly a whole chem lab out of his subspace.

“So, Noxhide. You have what you want, privacy. Any reason for this dangerous idea you’re going to give me? Any more bits of story lore you’re going to share?” Noxhide couldn’t hide his nerves in his laugh, Knock Out’s tone and stance mimicking such a familiar frightful one. If he wasn’t bright red and fluffy Noxhide would be running for the hills.

“Just thought we could do with some time alone and while you’re cave sound’s lovely...I prefer the outside.”

“Sounds more like you don’t trust me. Odd for the history between us.”

“I beg to disagree, though my motives are less than platonic. You can’t enjoy earth’s night from a cave.”

“Less platonic? Whatever do you mean Noxhide?” The spider rose slowly from his small stove and inched over on his knees to rest on one of the trees that anchored Knock Out’s swing.

“Ah well...I know you won’t believe me and I can’t blame you and I don’t expect anything but...we had a budding romantic relationship before...everything went to absolute slag. I was wildly in love with you,’d like to think you thought me cute if...beneath you perhaps but that might only have been my insecurities talking. That never stopped you from….having fun together. I thought something like this...something like home would help jog your memory. It’s been a long while for me Knock Out...a long while. I didn’t think that sort of topic would be appropriate to bring up around a child and...if I made any sort of advance in your cave I was worried you’d feel set up.” Noxhide watched Knock Out’s optics narrow but it wasn’t in suspicion, not in the way he cast his gaze away.

“An advance? What in the world does that mean?” Noxhide made himself much more intimate with Knock Out, settling between his legs, resting his head on the moth’s lap. Knock Out’s secondary servos slowly moved to explore the fae. Claws dipping under tight silver cables and rimming the strange lip of Noxhide’s odd rectangular optics. For some reason, all he wanted to do was dig his claws in, rip Noxhide’s carapace apart to see what could possibly be underneath. That sounded so...beastly though. That wasn’t him.

“I think you understand perfectly. I found you by your scent….the only way I could have done that is if you’d been scenting lately. What have you been getting up to in the privacy of your cave? It’s made you so plump and lovely.” Knock Out felt his face turn hot. He didn’t like bringing up the rather present ache that lingered between his legs, the primal want and warm hum that his frame broke into from time to time, usually at early morning when he woke up from a lovely dream. The deep growling call of his beautiful mystery beast leaving him a shuddering mess. Bright blue and dazzling gold filling his thoughts as his talons wandered along seeping sticky seams. It was a far cry from the near gaunt face in his lap right now but...that didn’t mean much. Noxhide...he was handsome in a sad sort of way, something like an old painting and if he was to be believed their love was new. Perhaps the beast he dreamed of was something long since lost...or something he could never have.

The gold...perhaps it was the gold that he found solace in, Noxhide’s optics weren’t nearly as wild or raw, sunk so deep in his face and lost in a pool of black but they were such a lovely gold. Desperately searching for something. Searching for him?

“So, confused and paranoid you really think I’d just fall back into your arms simply because you need me and you asked nicely?”

“ I told you I wasn’t expecting a thing.” One of Noxhide’s claws had found its way to Knock Out’s thigh, slowly following the ridges of his metal. “I just know you’re not one to shy away from a fun night and no loss of memory could change that. All I’m asking for is a chance...and if nothing comes about it then for me it’s one last night I get to spend in utter bliss with you. It changes nothing between us. I protected you with my life before I loved you and I will continue to do so if you can’t find it in your spark love me back. Like I said I was never sure you did at all. But it is looking out to be one lovely night and I am a broken, wanting fae whose aim is for comfort. Let me please you, your Majesty. Trust that I can and that it gives me nothing but equal pleasure.” Knock Out let the proposition linger as he set his gaze on the burning sky. The horizon had only just turned purple but the moon was already high and proud in the sky.

“What exactly did you have in mind?” The happy clicking buzz that echoed from Noxhide’s frame was adorable, accompanied by the persistent twitching of his back legs the fae seemed more honest than he had all day.

“Let me show you.” Sitting up Noxhide grabbed for Knock Out’s servos, holding them tightly in his own. “Don’t be afraid. I’s just kinky.” As Noxhide pulled his servos away he left behind something like the silk bandages Knock Out made binding his servos together. Knock Out must have looked shocked because Noxhide slowly caressed the back of his twitching servos with his thumbs. “Don’t want too much strain on those wrists of yours now do we?”

With a flick of his wrists, thick almost rope like webbing was dangling from the high up tree branches. Noxhide tugged them down and quickly got to work.

Giving up his hands was honestly the hardest step, Knock Out found himself trembling and mumbling, the ghosts of regret on his lips but as Noxhide tied a set of beautiful knots, then another, then another, till the webbing was nearly to his elbows and Noxhide was ever so gently nudging his arms higher as he let the boughs Knock Out was attached to return to their place. a strange feeling came over him. An almost comforting warmth and a dull thudding pulse it echoed in the ropes making his digits twitch in time, the strange live current of the spider's silk syncing up with his own. “Noxhide…”

Noxhide was quick to soothe him of his fear. “Just let me get a few more knots tied. Trust me. It gets better.” More and more strands soon tangled in the tree, Noxhide cutting down Knock Out’s own little swing so he had more room to maneuver. Ropes soon crisscrossed his middle, Noxhide weaving thick ladders and small interlocking diamonds. Eventually, those too dragged him up into the air, the thrum of pulsing energy and calm easing him deeper into content security in Noxhide’s capable claws, but not wholly, there was still just a surge of panic with each new knot, each new show of dangling ropes as thick and sturdy as steel cables.

“I don’t know if getting tied up is as fun for me as it is for you Noxhide. Are you sure I like this?” Noxhide’s smile was almost terrifying in the growing shadows of night.

“Of course your Majesty. Just let yourself go, think, perhaps you’ll remember.” As if on cue, as Noxhide started to bind his thick thighs Knock Out’s head throbbed in a dull pain as something flashed across his optics. Warm colors, sultry images, the teasing, demanding voice of his mystery beast. Knock Out was hesitant to call it a memory since it didn’t seem to fit with the others...but what else could it have been. Just seemed happier than the others? Just because it was fuzzy and distant didn’t mean it wasn’t a memory.

More snaps of memory flashed in his mind, lewd and foggy but familiar. Then there was one that seemed so strangely bright, he was stuck to the headboard of a berth, Noxhide’s cautious servos carding through the fluff on his thighs. Perhaps it was vivid because of its recency? It made sense, as much sense as anything else.

Held up by nothing but silk now Knock out was really starting to feel the pulsing current. The whole area starting to smell like Noxhide, like charcoal and...something astringent. Each invent making him woozier, each throbbing pass of energy through the silk building the warm tingle through his frame, it made Knock Out squirm, his frame slightly swaying back and forth much to Noxhide’s delight. His laughter echoing unusually loud in his audials as if it was the only sound.

“I told you you’d like this. Be patient for me though, I’m not nearly done.” As soon as Knock Out felt the spider’s sharp claws even inch towards his wings, they flared up in defense, the strange mechanisms of his frame clicking and twisting and urging him to transform and take flight, but it would be a little late for that. It was impossible for Noxhide not to notice his fear but with Knock Out’s wings up and stiff it only gave him more space to weave his pretty web. “I forgot how sensitive you are here. I’ll be gentle, I promise.” Knock Out tried to look back to see Noxhide work but his wings were like a thick red curtain, hiding the spider away. The only thing he could take in was the soft stroke of his delicate wings and the swish of more webs joining the mess of others.

Knock Out didn’t think things could get more intimate, utterly ensnared and exposed enough as he was but it was clear Noxhide was a master of his craft, utterly enthralled by the obscene beauty of it all. More and more silk ropes had been worked into the net around his frame, more and more knots studding the spiders work at expertly sussed out points of Knock Out’s frame and yet he was still far from happy. Noxhide couldn’t think of a time that he’d ever gotten to show off like this, he could weave forever for Knock Out. The moth so pliant and trusting despite how he threatened. Noxhide just wanted to make the moment last, fearing that this might be his only chance.

He’d been working on binding the moth’s secondary arms when he heard the soft hiss of panels retracting, every now and then he’d catch a glorious whiff of the moth's arousal, or the glance of the beautiful ruby sheen in the moonlight and his whole frame would shiver and his mind would go blank. At the sound however he couldn’t stay his claws, one servo abandoning his precious work they eagerly cupped and caressed Knock Out’s interface array, expecting more than he got. Metal slick, warm, and throbbing in arousal it wasn’t the feeling of a plump waiting valve. Noxhide’s touch did cause Knock Out’s whole frame to buzz and shiver, his massive wings fluttering in the most erotic panic. The sight did something beastly to him. Arousal flooding him, smashing through him like a gale through his seams. Noxhide felt his fangs flare hungrily, poison filling his mouth. He swallowed it down. Tried to regain his composure. He was alone, perfectly alone. No other disgusting bugs to fight for his rightful place. Everything was perfectly fine.

Snatching up his abandoned ropes and fixing the damage he’d done he secured them tightly to the others decorating Knock Out’s back and went to see if his queen was still doing alright. Snapping his legs back he shakily scuttled around and was met with an amazing sight. Noxhide tentatively grazed the line of Knock Out’s jaw, the jagged points of metal that made up his mouth, slowly twirling a claw around the extended length of his glossia. “Are you alright you’re majesty? Did I take too long?” Knock Out certainly looked like he’d just had a rather fantastic overload panting so heavily, his glossia flicking slow and sensual along Noxhide’s claws, the weak strobe of his optics his only response. Even if he did, it would only be the start. Noxhide’s pheromone-laced silk had finally subdued the pretty queen fully and it made such a nice sight. His frame shivering and humming, musk perfumed dust rising off every tuft of fluff and filling the air with the most arousing aroma. The amount of control and fight Knock Out still had left despite the chemicals clouding his processor was worrisome though... and almost sad...and yet it was a challenge. Seemed Knock Out could do with a few more ropes.

Noxhide chirred loudly as he tipped Knock Out’s chin up, the moonlight glinting mystically off his smooth mask-like face. “You truly are amazing your majesty. Please...just relax. We can get to the good part if you’ll let me.” Noxhide’s kiss was sloppy as metal met metal, more of a nuzzle really but Knock Out nipped affectionately at the ridges of Noxhide’s cheeks in response making the spider’s frame thrum with want. “Hmm, you like the sound of that? You want me to make you writhe and scream. Forget your own name again?” Knock Out’s frame only shuddered, tugging on the branches above and making the leaves rustle almost musically. Noxhide slid his claws down Knock Out’s glittering middle, finding the shallow hump to grind his palm against. With Knock Out in such a daze, it took a little help but Noxhide patiently waited for the stutter of the moth’s array cover before digging his claws under the lip to slide the metal back himself. Warm plum slick oozed free and covered Noxhide’s servos. He wasted no time savoring his victory slipping his claws along intricate mechs folds, thumb gently squeezing fat throbbing sealing mesh. Knock Out wailed, his frame kicking up more powder and his wings flitting uselessly against their holds. “Mhmm, I told you. Just...a few final touches.” Noxhide promptly cleaned his digits before returning to his masterpiece, the taste of Knock Out’s overload filling his senses and making his spark jolt.


When he was finally happy Noxhide stood back to admire his work. Returning to his stove he switched off the heat and ceased the bubbling of the boiling energon. With little thought, he picked up the beaker and poured the bright blue liquid into a thick cube. Impatient he blew on the fuel before taking a few well-needed gulps, swirling the rest of the liquid to cool it as he returned to Knock Out. Gently Noxhide guided the moth’s glossia to the warm fuel and watched in delight as he drank. “Don’t gorge yourself now your majesty, might make things uncomfortable for you.” Knock Out wasn’t exactly coherent, the steady pulse on his clit keeping him at a steadily building arousal. Noxhide didn’t know if it was enough to get a mech like Knock Out off, let alone drop eggs but the moth sure wasn’t complaining and neither was his valve.

When Knock Out’s optics livened back up to their proper glow Noxhide pulled the cube away and downed the rest. Curling the end of the moth’s still lazily flicking glossia around a claw. The tickling way it slithered up and down made Noxhide’s thoughts go to perverse places, thoughts that nearly made him blue screen at the simple indulgence of them. His whole frame shuddered as he slipped free. “Perhaps later we can act out our dirty fantasies darling. Right now, this is all about you.”

Up on his legs, Noxhide circled his pray, taking it all in. He could simply watch forever but he was much too aroused for that and Knock Out wouldn’t become a queen by himself. No, he needed to breed to become one with a part of the hive and the hive wouldn’t want a thing to do with him till he was lovely and gravid with insecticon sparks. Going straight in though, it seemed so impersonal and even with the pounding in his array and the crackle in his circuits he needed something more.

Back face to face he nuzzled against Knock Out again till the moth was nibbling on his cheek guards. Claws lazily combed the softest fluff he’d ever felt as placed awkward kisses wherever he could. He felt foolish for being so stupid. For stalling like he was. He didn’t need to be doing this. The heat of the moment would drive him high enough. And yet. “Knock Out darling~” Knock Out shuddered in recognition.

“Are you satisfied? Have I given you all you could ask for?” Knock Out could only let out a weak wail and that wasn’t at all what he needed. He tipped Knock Out’s chin up with a digit. “Your words darling, I need your words.” Noxhide knew it was foolish to give Knock Out even a hit of coherency back when he’d already gotten the mech so close but he needed validation. He needed to know...even if Knock Out’s responses needed to be a bit….scripted.

“You’ve done so well Noxhide. I’m very pleased.” Circuits still overstimulated there was only so much Noxhide’s influence could do to keep Knock Out from sounding stuttered and flat but it was enough.

“Y-you really like my work darling? I did it all for you!”

“You did such a beautiful job Noxhide. Your skill is amazing, I’ve never felt this way before in my life.” Knock Out’s adoration nearly stalled the spider’s spark. It simply sounded so genuine. So perfect.

“R-really? Truly? Are you sure there’s nothing else I could do? Nothing else you’d want. I can get you anything, do anything!” Knock Out’s head slowly lolled against Noxhide’s shoulder, the moths glossia leaving thing hot tracks of charge along his metal. “Noxhide~ Just frag me. My wings are starting to get sore.” Noxhide shuddered as his spark stalled, the dull thunk of his spike hitting his modesty panel making his face heat. He..he hadn’t coerced that one.

“Ah- ah- Of cours-se your Majesty. Of course.” Servos sliding along Knock Out’s frame Noxhide quickly scuttled in place. It wasn’t often he was ordered so nicely and he didn’t want to disappoint, not even mentioning the swell of his spike in its housing. Noxhide slid back his plating to free himself as he stroked the thick bands of Knock Out’s plush lower abdomen. Eager claws found the leaking apex, the waiting aperture already set to it’s receiving configuration, eagerly waiting for Noxhide’s brood. It was a shame he wasn’t quite a stud, Knock Out had the potential to be such an impressive queen he deserved to shine as brightly as he could. Noxhide supposed...with a few rounds he could produce multiple clutches but it was unlikely. The idea of keeping Knock Out as a mate...his mate...his lovely soft caring mate- it had his frame thrum so terribly it made his knees weak. “You’re so beautiful.

Noxhide buried his face in the soft fuzz of Knock Out’s aft as slipped his claws between the moth’s thighs. Pushing past the taut rope, already slick from Knock Out’s rutting against it, Noxhide sunk a claw into Knock Out’s warm port, then quickly another, the internal mesh pliant and ready. Knock Out wailing softly, already trying to get Noxhide’s digits deeper. Noxhide obliged him, curling his fingers as he slowly fragged Knock Out.

Shifting two of his legs to hold Knock Out steady, Noxhide stroked the moth’s side till he found the two tanks hidden away in the mechs lower abdomen. One was empty but the further one was already halfway full. He’d get to them in a moment, presently he was determined to plant his own brood. He did need to please his lovely queen to be though, Knock Out had been so patient for him. Gently sinking his claws through tightly strung wires Noxhide fondled embedded nodes, exciting them and stretching Knock Out till seeped from the protective coating and squelched between his digits.

“Ah~ Noxhide!” Knock Out struggled and squirmed against his bonds, the flutter of his wings kicking up more pheromone-laced dust. “M-more I need more.” His weak begging call only spurring the spider on.

“Of course you’re Majesty. Anything.” A shame he didn’t have a partner to help him, pleasing a queen was a two mech job, but if Knock Out wanted more he’d get it. Slipping his claws free Noxhide took up his throbbing spike and pumped it till it was slick. With a deep chirr, he steadied Knock Out’s aft and guided his spike in. The cutoff moan escaping him as he was swallowed by Knock Out’s throbbing heat far from dignified. Just a few rough thrusts making his thoughts go foggy and primal. Knock Out was going to look like a masterpiece gravid with his spawn. They’d have to leave the area after tonight. He’d find them a new place to lay low, cocoon his lovely moth in a warm protective sack till he was ready to lay. That would be lovely, just lovely. “D-ahah-dddoes this satisfy you, your Majesty?” All Noxhide could get from the other mech was a shaky moan, he wasn’t surprised he doubted anyone had attempted to breed the moth before. It had been a long time for Noxhide himself, so long left without a queen to please and not with the most pleasant company.

Knock Out’s brood channel was also better innervated than any other insecticon Noxhide had the pleasure of mating with, which to be fair was a small but diverse group. Perhaps it was due to Starscream’s most recent experiments on the good doctor or just the luck of the splicing in general? Noxhide had to admit the scientific query was the furthest thing on his mind. Knock Out was making such lovely noises, already lost in another overload. The more the better, more for him to seed. There was always a lesser chance bringing a new fateweaver into the world from the host's brood but Noxhide liked to believe his genes were rather prolific despite his small clutches. “N-Noxhide. I-I-” Noxhide’s audials perked at Knock Out’s desperate almost petulant whine. The poor thing, overloading with an empty valve was never satisfying. He’d promised to satisfy his precious queen.

“Oh, I know darling~ Let me see what I can do.” Noxhide cast a doubtful look down at his own array and was left surprised, finding his spike already swollen and flared. He did a few experimental tugs and despite a few lewd mewling shouts from Knock Out his spike stuck firm locked snugly in the moth’s port, it was just what he needed. Tentatively he shifted his beast legs, one by one securing them to structural points of his web. A better Aracnicon could pull off this particular move with ease, it was after all highly desirable considering its show of skill and trust. A shame that he’d never once trusted a mech enough till now.

Legs tangled in his own web Noxhide admired his reflection in the shine of Knock Out’s middle, the black crystal so clear and polished and glowing from within. All his optics focused on the slowly flashing cosmetic lights and the quick shots bright blue as Knock Out’s fuel pump did it’s namesake over, and over again. Such a tempting sight. Noxhide’s Slim digits slowly returned to Knock Out’s abandoned valve, pushing through tight slippery mesh as he started up a steady roll of his hips. Knock Out gasping above him with each thrust and slow drag. The sound music to the spider’s audials, a wave of accomplishment fueling his arousal knowing his queen was finally, truly satisfied.

Chapter Text


Breakdown wished he could say it was dark and creepy as he came upon Airachnid’s crashed starship. He wished he could say there was unnatural lighting and that all the grass was dead and there was an oppressive aura that signaled that this was a place none should enter. There was none of that though, just some downed trees, a big pile of dirt, and it was kinda windy. All in all zero out of ten, not spooky in the least. The threat of traps in the femme’s ship though, that was a little concerning. Breakdown was positive the arachnicon would have something to protect all her prized catches. Perhaps something even new and actually deadly if she was really keeping Knock Out here. Despite his brain and his scouting instincts telling him to be careful though Breakdown just kicked down the door. It was already on its last legs so it came away with ease. Giving the entrance area a few good looks inside, there was no immediate danger so he went in.

The bruiser didn’t know what he expected the inside of Airachnid’s ship to look like, thinking as she was a femme and even he had helped Knock Out make their own ship feel like home it was disappointing to just have it be the bland factory standard. Girl didn’t even try. Primus even Lockdown detailed his ship and half of his was just cells waiting to be filled with screaming glitches begging for their lives. Not only was it bland but it was also a disaster. Massive holes in the walls and too many broken lights. The crash couldn’t have caused all of that. Unless...maybe Airachnid had some live trophies on board? Maybe she’d been trolling earth to catch them and caught a whiff of the Autobot’s and Arcee’s signal. Primus he didn’t want to know what could be out there wrecking shop. Humans were clever but the galaxy had some nasty creatures in it.

Following the long poorly lit halls Breakdown did try to keep his optics focused. There were a lot of doors though and not much else, it would make sense for Airachnid to just shove Knock Out in any random room rather than keep him someplace obvious but there was nothing to say she didn’t force him into his smallest form and lock him in a cage close at servo. Airachnid was a personal killer, she only went after the rarities she wanted so it would make sense. One way or another he figured he would have plenty of time to start kicking down doors so it was best to get the lay of the ship first before backtracking. The place didn’t exactly look that big.

He turned out to be more right than he could have expected. Aside from the four long fairly tight halls the bulk of the ship only had two main rooms. Breakdown recognized the design instantly; an era one med ship. An old design that hadn’t been in use for eons. How Airachnid got her claws on the relic Breakdown could only guess but he supposed it fit her M.O. Unfortunately for Breakdown because the main bulk of the ship was nothing but two rooms meant to be filled with portable pallets and bulky equipment he was treated to the horror show that was Airachnid’s collection earlier than he ever wanted to be.

The double doors that opened up into what would have been the main medbay weren’t even locked. Breakdown easily slid them back and took in the wall to wall room of the spider’s “trophies.” Tightly packed with shelves and cages, shadow boxes and jars and just plain bodies Breakdown didn’t know where to keep his optics. Aside from the context, the room wasn’t nearly as gruesome as it could have been. Airachnid obviously took pride in her work so all the creatures were clean and in perfect shape. It might have helped his resolve that Knock Out had taken him to a few medical museums on various planets and they all sort of looked like this, some just more...obviously fake than others. So this was nothing new to him.

It was more the dread that was building in him that made his circuits itch, that anywhere in this mess of poor lost souls that for all he knew could either be alive or dead was Knock Out. Trapped in a cryobox just waiting to be saved. He’d have no way to know without a good deliberate search and even being the mech he was Breakdown didn’t know how long he could stare at the rows and rows of lifeless bodies Airachnid had decided were worth so little and yet so much that she lined her walls with them in pride.

Case in point his spark nearly gave out as he passed a rather bare spot of wall with a whole Cybertronian frame just hanging dead, surrounded by various types of crystals and flora. The mech a gorgeous dark burnt orange whose sleek black steel protoform still glittered even in the poor lighting. It was that and the far too familiar shark fin style helm that had caught his attention. All of that and with the long thin limbs and shapely curves the poor mech was undeniably a Velocitronian and a remarkable one too. Thankfully they just weren’t the one he was looking for. The small plaque written in tight script confirming his deduction.

It was….disturbing, to say the least, to see someone who reminded Breakdown so much of Knock Out. They’d never seen another speedster in their travels and Knock Out had never had much mind to search for anyone he’d known. He didn’t talk much about his home so Breakdown didn’t know if he missed it or was glad to know it had fallen to pieces but it was clear he took some comfort in it. The old fashions he still went back to, the way he wore his armor, the way he coordinated his paint, even the lilt his voice still took on when he got too drunk. It was all so telling.

Looking over the mech that was taller than he was Breakdown had to wonder if Knock Out had been considered as gorgeous as he was everywhere else. Surely Airachnid could have guessed what he was. Even with his mutation, even with the matte paint he’d worn to hide the glimmer of his natural metal, even with his stocky size, it was obvious. Knock Out had been picked up and hit on by desperate mechs wanting to swap code with what other cyberforms considered “perfect” mechs. He could remember all the offers he’d gotten from bounty hunters and black market traders wanting to buy Knock Out from him for more money than he could ever conceive! If they could guess certainly a hunter of the spider’s caliber would know. Would he have been a prime specimen though? Something worthy of Airachnid’s wall if Starscream hadn’t gone and “ruined” him and perhaps she didn’t already have one?

Breakdown didn’t want to think about it.


(㇏(•̀ᵥᵥ•́)ノ) Even with all that junk and the surgery bay behind it filled as well there was no sign of Knock Out anywhere. It was discouraging but at least he could get to what he did best. While Breakdown had every mind to take a hammer to all of Airachnid’s disgusting prizes there was something wrong about beating the dead deader. Her ship on the other servo, well Breakdown was a paranoid mech and a moth Knock Out’s size could fit in a lot of places. If some sick part of her brain wanted him just as bad as her insecticons did and she knew he’d come looking then she knew she’d have to hide Knock Out the best she could. So it was hammer time.

Destroying half of Airachnid’s ship in his search for Knock Out quite possibly was just the therapeutic activity he needed but as he busted up closets and vents, ductwork and plumbing he was getting the foreboding feeling that Knock Out wasn’t there at all. With all the destruction absolutely nothing had happened. Even with her ship offline, Airachnid was better than that, if she was protecting something she wanted, even just wanted to keep it hidden away there would have been decoys, explosives, pitfalls, something! Hunters loved the chase sure but not to the point they were stupid enough to just let their prey get away. If it happened, sure that was one thing, they just proved to be even more impressive prey but they weren’t this lazy about it. If she had taken Knock Out to kill him off ship she wouldn’t keep his dead frame around just like any old corpse. It took care to keep her trophies looking as good as they did so if Knock Out wasn’t worth enough to be considered a trophy he wouldn’t be there.

The thought also occurred to Breakdown that Knock Out could have simply gotten away. Airachnid had lingered around the Nemesis for much longer than she needed to. Sure it made sense if she was trying to get her ship in order and it was clear that she’d made some progress but she could have made plenty more in the time she was gone. If Knock Out had gotten free and she was spending half her time hunting him back down it would make sense why her ship still wasn’t done and why there was nothing here to protect her catch.

Knowing he couldn’t stay much longer without getting a call from Soundwave at least, Breakdown decided to give one last room a try on the opposite hall. He had remembered one, in particular, catching his attention on his way in. Seeing in despite the lack of light and window that it too was full of junk. Hopefully, despite assuming Airachnid chose to make herself a little web hammock like Knock Out often did to recharge in when he wasn’t burying himself in Breakdown’s fluff, said mystery room would actually be Airachnid’s personal quarters. There wasn’t really anything Breakdown truly thought the spider would actually negotiate for but having a ransome never hurt an already slagged situation.

The fact that there were no traps should have tipped him off enough that the room certainly wasn’t Airachnid’s but as he busted the mechanism and the hidden machinery away till the door easily slid open with a good strong shove it became obvious. Airachnid wasn’t messy per se considering her work but she certainly was organic. Her designs and interest had no rhyme or reason aside from it was rare and she wanted to own it one way or another. She put little thought into how things went as long as they fit but whoever stayed in this room was a different sort and Breakdown had a feeling the mechs perfectionism had bled out to Airachnid’s things as well.

Even cluttered, everything in the room was perfectly placed, perfectly balanced, perfectly decorated. Every side around the berth each had the perfect amount of walking room, each shadow box and shelf perfectly leveled, every item that needed it perfectly labeled. Breakdown could go on. It was almost like a display room but it was clear someone had been living there. Despite the rooms perfection, there was a stack of datapads on a low side table, a portable computer at the head of the bed just hidden under a support block and a few empty energon cubes just under the bed. The question there was who? If there was someone else living on Airachnid’s ship then they couldn’t possibly be a Con but…. then again Airachnid hadn’t exactly planned on showing her servo. If whoever the femme had been harboring had Knock Out then they could be anywhere!. With a frustrated growl, Breakdown brought his hammer down on a large display case sending shattered glass everywhere. He was so tired of this! He was going to make these freaks pay!

Pushing past his rage Breakdown went to ransacking the room to find anything that could possibly link to the mystery mech. He’d subspaced the computer, one of the glasses, and part of a sabaton from a closet. Anything thing that could still have lingering spark energy or CNA attached to it. Anything to give him a clue. As he was shoving a heavy bookcase he’d toppled out of his way the lights in the room popped on. Which was odd because they hadn’t worked before. Swearing Breakdown tore open the door and bolted down the hallway but he could already hear Airachnid screaming, the chirr of a few insecticons at her side.

“Noxhide! You insufferable glitch! If you sabotage my work one more time I’m leaving you on this planet to rust! I know it’s you! No more fucking excuses!”

Breakdown quickly ducked into an open room before he could even catch a glimpse of the femme or her him. If this had been one on one...Breakdown felt his digits curling. She deserved what she’d get but he knew he couldn’t take more than one or two Insecticons with her and from the sound of it there were at least five or six. Through the small window of the door he was hiding behind, Breakdown could see them come upon the room he’d trashed. Airachnid’s face turned unsure and then angry. Turning swiftly on her heel she gave her orders.

“Search the ship! I don’t know what the hell he thinks he’s doing but if you find Noxhide or anyone else bring them to me immediately!” Thankfully drones being drones went and did what they were told but not well or efficiently enough. Thanks to whatever logic they had or Airachnid’s own pride all five of the massive creatures transformed and headed straight down the hall to search the main ship leaving the femme alone. Breakdown vented deeply as his digits dented the handle of the door. He’d likely only have one shot if he wanted revenge. He could do it, with just the right angle, with just the right amount of tact. Assassination was never his style, he preferred a fair fight, one a mech knew they were fighting but....exceptions could be made.

Breakdown waited for Airachnid to go further into Noxhide’s room to slide the door open. The warming hum from his shoulder cannon already adding to the ambient noise of the hall. Too preoccupied with her investigation she didn’t seem to notice Breakdown slowly stepping out into the hall, unfortunately, she only failed to notice one step. Turning to the sound in an instant a smooth smile split Airachnid’s lips.

“Oh~ It was you. Well, can’t say I’m surprised but it sure took you long enough.” Her voice stayed light and teasing but her posture was tense. “Looks like you’ve come up with empty servos though, ain’t that a shame.”

Breakdown felt his circuits prickle with rage but if there was a chance that the femme’s friend still had Knock Out, then he had a reason to keep her alive. “Who’s Noxhide?”

Airachnid looked shocked for a moment, likely in disbelief that she could have missed such an obvious threat for that long but her smile quickly returned and yet her tone just as quickly turned sour. “Just my tradition only. A useless slagger, just like you, considering I didn’t rat him out to Megatron just so he could protect my collection and yet here you are.” the femme paused as she looked Breakdown up and down. “So I suppose you are proving to be less and less useless by the cycle. Are you here to say thank you for ridding your life of that monstrosity Starscream saddled you with? If you’ve already killed Noxhide that’s thanks enough. Consider us square and get out.”

“Say that slag again.” Breakdown transformed his servo back to his hammer. Airachnid took a slight step back, her spider legs flexing and flaring equally ready to go.

“Well, that’s a shame.”

“What did you do with Knock Out?”

“I think you mean what Arcee-”

“SHUT YOUR FACE!” Breakdown swung and Airachnid darted out of the way, quickly jumping to the ceiling to be just out of Breakdown’s reach.

“Come now Lassie, take a joke! You’re barking at the wrong well and you know it. It’s not my fault the Autobots got your man, you should be swinging that thing at Starscream.”

“He’ll get his too.” Airachnid’s optics glinted in the weak light of the hall.

“Ooh~ I’m so scared.” The sudden roar of Airachnid’s guard echoed loudly down the hall. “Oh yeah, no I’m not. You should run big boy.”

Breakdown knew he couldn’t do that. If he turned his back the femme would attack him, and if it was only one Insecticon-. Airachnid took advantage of Breakdown’s moment of thought to lung at the mech. And paid the price for it. Mistaking the brute’s cannon simply as a light Airachnid was knocked back by the weapon readying to take the shot then the subsequent blast to her torso.


The sun was rising by the time Noxhide was heading back to Knock Out’s cave, the moth mindlessly crawling around the spider’s long digits. Adorably dazed little legs clinging and reaching as Noxhide flexed and twisted his servo. Carefully adjusting the small veil of the spider’s silk still ensnaring the mech keeping him calm and obedient, Noxhide lovingly stroked Knock Out’s fat abdomen as he sauntered down the empty path. “We’re almost home darling and then we can put you down for a long rest. Doesn’t that sound nice? A comfortable nest? A few crunchy energon crystals? No more of that annoying child? Just me, our cave, and our brood~” Knock Out just paused to clean his long antennae, his large wings flapping contently. “That’s what I thought. You’re just the most magnificent creature your Majesty.”

Unfortunately, while his new queen would be resting easy, he would have to start a breakneck pace to get defenses built. The other insecticons would be coming, not just the little band of defectors his vision had tipped him off to, but others from the bowls of the Nemesis as well. If Knock Out was any good queen and any sort of real insecticon his body would start putting out signals that went miles wide. Demanding drones, warriors, workers of all sort, and while he likely wouldn’t get anything beyond drones there was a chance that the call of a new queen could instill a transformation in the drones Airachnid had awoken. After all delusional and gravid Knock Out would have no qualms over the sort of swarm he ruled over.

Noxhide knew the arrival was inevitable but he’d be calling the shots on who was allowed in so none of the more assertive drones got any bright ideas. There was also...the dog. Hopefully, he’d be too busy weeping to think but Noxhide would be ready for him too.

As a light mist started to permeate the field the temperature dropped to a chill. The spider hearded Knock Out to the tips of his digits and placed the moth on his collar, letting them sneak under his plating, the gentle vents of warm air ruffling fluff with every ex-vent. Noxhide ran a light digit down the rim of a wing. “Mind those peds of yours, your majesty. They tickle.”

Soon the mist turned to rain as the sky darkened to gloom, the clouds thundering and showering the land below. Noxhide had taken for the forest long before it started knowing that was where Knock Out’s cave was hidden but he was happy to have the trees to swing and jump from making the rest of the journey quite a fast one. As he came upon a familiar area he quickly scanned the mess of swaying green till he found what he was looking for. He waited cautiously outside, looking for any signs of his competing suitors but found nothing. No musk, no energy signals, no ped prints. There was a good chance most of it could have been hidden by the rain, it had been falling for some time now, the other bugs simply could have been smart enough to mask themselves, or he simply could have beaten them to the punch.

Noxhide entered warily, but proud, assuming he was safe for at least some time. All he had to do was get Knock Out hidden and then he could start his plan.

Lulled by the overwhelming smell of energon hidden in the walls of the cave and the thick walls that soaked up any sound Noxhide was too deep in when he finally caught a sense of another insecticon. The musk of a breeder. “Those damn arrogant drones!” Noxhide barely had the time to think but a decision had to be made. It was no doubt that they could smell Knock Out even in his miniature alt but was his scent strong enough that it covered the spiders own? If it was he could make a break to the exit but if they knew he was there- Noxhide felt the rumble of peds coming his way. “Slag!” The spider snarled as he took off at a run deeper into the cave.

With how deep the cave went Noxhide had the hope that he could outrace and confuse the other insecticons. It was clear they didn’t know where he was by the pounding waves echoing through the rock coming from all sides of them...but at the same time, the waves were so disorientating making him question every thought, every turn. This certainly could be Volt’s plan. Spark, mind, and peds racing in the pitch dark of the cave Noxhide hadn’t even noticed that Knock Out was no longer snuggled safely under his collar plating till he reached up to cup the moth as he skidded off a ledge.

Dangling by his silk, wracked from the near-disastrous fall, panic truly set in. His queen. He’d failed to protect his precious queen! “Oh, no, no, NO!” Nearly snapping the tip of a leg as he launched himself back onto the edge and into the tunnel, Noxhide searched for any sign of the moth but all that flew past his vision were the craggy walls of the cave. He’d been all over the place his queen could literally be anywhere!

Noxhide searched for what felt like ages, managing to outpace the other three insecticons but not finding any sign of his queen. On the brink of an actual panic attack, he managed to catch the odd movement of a shadow on the wall, turning on his peds he found Knock out lazily licking a crystal. “Primus above.” Noxhide carefully cupped the moth and nudged him under his plating. “Sorry to interrupt your snack your radiance but now is not the time I’m afraid.”

Noxhide stalled for a moment as he assessed his situation but as he ran for one of the offshoot tunnels he was slammed back into the wall, a rough set of claws pinning him as they crunched around his intake.

“Going somewhere Noxhide~” Noxhide hadn’t wasted his time getting to know the drones Airachnid commanded, expecting them to stay nothing but, so he had no idea who the femme was even though she clearly knew him. It wasn’t surprising, they all knew him, he was Airachnid’s bitch after all. They probably pitied him, thought him so useless.

“Drone. Claws off if you please!”

The femme flashed a manic smile as she jeered, “Oh no, you’re not going anywhere with our new queen! Airachnid’s cycles are numbered!” Noxhide felt a sudden rush of pain as something stuck in his neck. “Yours too while I’m at it.”

Noxhide’s spark began to pound as the femme tightened her grip, the spines on her palm shearing into his metal. He had to say something quick! “And who says I’m not on board with that plan?!”

“You?” The femme sneered incredulously. “Airachnid’s little ped licker?”

“Yes!” Noxhide felt a cable snap though thankfully not one with a line. “She’s absolutely vile to me. Forcing me to use my gifts to catch her prey, confining me to starve and toil away in that mess of a ship while you get to gorge yourself on fuel and hunt Autobots and humans for fun! I despise her!” The other insecticon laughed cruelly.

“Well, I don’t doubt that. I just don’t think you’ve enough of a spine to go against her.

“Well, I wholly doubted you’d actually be able to turn Knock Out into a queen! So I did the dirty work for you. Whose spineless now?” The femme almost looked impressed.

“You bred with Knock Out? Volt’s not going to be happy about that.” All Noxhide could do was yelp as he was carried off deeper into the cave. The femme headed where he could only guess but he didn’t like his odds.

It didn’t take long till the two were in the roomy cavern where Knock Out had made home in. Volt resting lazily on the moth’s hammock while another dressed up drone worked on the walls to widen the room. The dethroned breeder gave Noxide an amused look as the femme held him out proudly like a caught pest.

“Well, well. Look what we have here. Noxhide. Fled from your web? On orders, I’m guessing.” Noxhide raised his voice to rebut but the femme was quicker to the punch.

“He says he’s made our pretty little moth a queen for us. Don’t think Airachnid would be happy with that. You either. What should I do with him?” Primus the femme sounded almost giddy with bloodthirst!

Volt sat up from his hammock, much more angry than smug now. “He has now? Let’s see if he’s telling the truth. Shriek, retrieve Knock Out.” The other drone lumbered over to Noxhide, he steeled his circuits expecting brutality but the massive beetle was nothing but gentle. His thick claws slipping under the spider’s collar plating till Knock Out was free. None the wiser the moth clung to the drones massive digits as he headed back over to Volt.

The breeder leaned in and with a slim digit felt around the moth’s abdomen. Knock Out squeaked angrily, but the message was nothing but garbled nonsense thanks to the silk still stuck around him.

Slipping from his hammock Volt made his way over, leering and slow. “Certainly smells like spider spawn, and I bet you’ve made sure to leave your disgusting mark on him. Always ready to ruin everyone else’s fun.” A shiver ran up Noxhide’s spine. Volt wasn’t a surviving breeder for nothing. He wasn’t the lazy sort that just aimed to please his queen, he was built to impress.

“I-ehm-” Noxhide hid the crack in his voice. “I could remove my little evolutionary advantage if you promise not to purge my offspring and accept me-” Volt ripped Noxhide from Snappers grasp and slammed him into the wall of the cave. Noxhide, resorting on instinct, stabbing all legs that could reach into the flashy beetle’s metal as Volt, fangs bared and poison dripping, snarled in his face.

“SPIDERS WILL NEVER AGAIN KNOW THE HONOR OF A QUEEN! CERTAINLY NOT ANY I SERVE UNDER!” Noxhide winced as he felt the acidic drool hit his metal. “You and your kind made you decision arachnicon. Thought yourself better than the swarm, better than the state of things so now you will suffer. We don’t need you~” The bellowing rumble of a threat display was working its magic. The menacing hiss of Volt’s tone making the spider's spark pulse wildly and painfully with fear despite himself. “You have only one chance. Agree to say nothing and go back to your mate knowing the only solace that your offspring will have their chance or die at Snapper’s claws and be fed to our new queen~”

Noxhide held strong even though his frame shuddered. He had no doubt Volt would act on his threats but he could convince them to do otherwise. Surely!? “You would be a fool-” Something unfortunate caught his attention. The large drone was removing the veil of silk from Knock Out. Instant panic bubbled in the spider. “Wait- wait NO! No, do not do that!” The drone just glared, snapping the silk and tugging it free. Knock Out flapped his wings for a moment then transformed. Noxhide vented sharply and steeled himself for even more trouble.

Shaking his head from the fog Knock Out looked around the room of his cave. The rather full room. What on earth had happened between the night and now? His sore frame told him something but his data banks were as useless as ever. Spotting Noxhide being held up by a set of mean looking claws he took a wary step forward to help him but strong gentle claws around his own wrist held him in place. “It’s better you stay here your majesty.” Knock Out cycled his optics dumbly for a moment. Who were these fairies!? Were they friends? Allies of Airachnid? The situation was all too much.

He turned to glare at the spider. “Noxhide what is all this?”

Noxhide’s optics darted around nervously. “Just- Just allies your majesty. Part of your swarm.”

The slimmer beetle turned on his heel, shoving Noxhide into the other fairie’s arms. “He is no ally your majesty trust me about that. Have no fear we will undo what he’s done to you.”

Well, that was a lot to unpack. “W-what exactly did he do? I thought you just wanted to hook up for the night?!”

“That is exactly what we did! I cemented your status as our new queen.”

Volt pulled a rapier from the belt that hung close to his armor, the thin crystal and metal spitting sparks. He pointed the tip to Noxhide’s intake. “Against his will you insolent pest!’

“He graciously agreed to mate with me!” Noxhide spit the retort back in Volt’s face and was treated to Snapper roughly crushing his arms with her secondary ones.

Volt was nowhere near fazed, his sneer returning as he drew closer pricking Noxhide’s metal and sinking the blade in an inch.“I highly doubt that. You could never keep a queen pleased. You can’t even calm Airachnid! You are useless and at my queen’s word I will dispatch you.”

Noxhide lurched forward, rage spurring him in spite of the weapon.“SAY THAT WITH MY ARMS UNBOUND YOU WORTHLESS MUD GRUBBER!”

Volt turned back to Knock Out, gleeful mania in his optics. “SAY THE WORD, YOUR MAJESTY!”
Knock Out stood, beyond thought. He had no idea what they were talking about. He had no idea who he should trust! What was even going on! This other bug saying Noxhide was with Airachnid! It sure made much more sense than the wild tale Noxhide spun...but there was something about the battered and worn he truly hurt and longing his spark was, that was real. There had to be some truth to the spider’s word.

Knock Out turned his back on the scene, turning to the massive beetle. “Uh….hi….what are they talking about?” The hulking fairy hunched protectively close, the mechs other massive claw folding over Knock Out’s dainty ones as it stroked the long talons in what Knock Out could only assume was supposed to be a comforting manner.

“Noxhide is not with us. He acted on his own for his own reasons. He’d made you a queen. Did you agree to be our queen?”

“He said...I was already a queen so...I don’t know what he supposedly did….I certainly agreed to an intimate night...I mean look at him. He looks like he needed it.”

Shriek leaned even closer. “What did he tell you?”

Knock Out could barely remember other than the fact is all sounded like it came from one of Lin’s books. “Just that I was a fairy queen and there was a plague destroying our world and some evil queen named Airachnid wants me dead.” The beetle was quiet for a moment but eventually, he nodded.

“A clever story...but a lie. I...think. What are fairies?”

“...Us...I think? That’s what the humans call us.” This seemed to shock the other mech.

“Oh! Then….I suppose it wasn’t much of a lie at all. Except….you do not have to be are now thanks to Noxhide and we would appreciate if you stayed but…”

“Do I have to fight Airachnid? Save the world?” Shriek shook his head. Knock Out slumped with a sigh. “Oh thank Primus. So...what is it that you all want me to do...if he was telling the truth….but lying at the same time?”

The mech blushed a bit. “Queens are for mating. Makes swarm strong. Leads swarm in battle. Mostly mating though. Knock Out is...perfect for mating.”


Shriek stalled, trying to think back to the slang he’d heard the vehicons use. “Sparking? Noxhide planted his brood. His eggs.” Knock Out squinted in confusion but something eventually clicked.

A sick dread washed over Knock Out. “Wait, what! I didn’t agree to all that! I thought we just fooled around! NOXHIDE!” As if lying to get into his panels wasn’t bad enough, he had to knock him up too! Primus the little glitch was lucky the sex had been good!

Volt chuckled darkly. “Ah, the truth. Have no fear we can purge you of the parasites once this is over. Shall we punish him for the slight, his energon will make a nutritious meal.”


“KNOCK OUT PLEASE! Please, I stretched the truth a bit sure...but you are in danger. Airachnid did try to kill you and I am on your side. I made you a queen to protect you-”


Noxhide coughed up energon. “Please! Knock Out, please. I am still useful. I’ll protect you. I wasn’t lying about my gifts. I want to serve you, your majesty! Please!”

“MUTE YOUR WORTHLESS LIES. YOUR ONLY DESIRE IS TO KEEP YOUR PARASITES GROWING IN TANKS OF OUR QUEEN! Do not let him fool you! We can start over on the right terms, at your own command. Trust that, and should Airachnid make any move I will tear her apart or die trying!”

Volt and Noxhide continued to scream and beg, even Snapper getting in on the fun jeering and torturing the mech in her claws making him scream and squirm. The noise of it all quickly became too much. It made his head hurt, so many thoughts and emotions burning through him. Overwhelmed he felt his frame shake, his wings flaring up defensively as he slumped to the ground. Part of his brain screaming to let his swarm kill the nasty creature, how dare he think to lie and take advantage of him, he deserved this, the other remembering so clearly the desperation Noxhide oozed,whoever this Airachnid was she was the nasty sort and connected to her or not it was clear Noxhide wanted nothing to do with her now if he could, the rest simply screaming in confusion, why was this happening, what was even happening, who really was he, who were these other fairies even! Primus he wanted Lin, wanted any other mech who wanted nothing from him! Anyone to ground him to reality.

“VOLT, SNAPPER, ENOUGH! He’s upset.” Shriek had sunk down to the floor with Knock Out, his wary claws carding fluff and smoothing down delicate wings. Knock Out slumped against him as the screaming instantly stopped.

“Oh thank Primus.” Knock Out vented deeply, trying to work through his feelings one step at a time. It took a long moment but he made his decision. “Bring Noxhide here Volt.” Ripping his sword free Volt took Snapper’s hold on the spider’s neck and sauntered over. Knock Out looked up at the proud yet pitiful mech as he silently begged. “Let him go.”

“Your radiance-”

“I said let him go!” Volt did as he was told with a sneer and Noxhide fell to the floor.

Head held in a submissive bow Noxhide was instantly spewing pleasantries as Knock Out gently slathered his wounded intake with healing gel. “Oh Knock Out, I promise you will not regret this! I will serve happily and should I displease you it’ll be my own servo that snuffs my spark from the shame!”

“Get out of my sight.”

Noxhide visibly shuddered.“W-what?”

Knock Out’s tone was soft and calm as he delivered his verdict. “If you leave this cave I’ll send Volt to track you down and drag you back but if I have to look at you any longer right now I’ll be killing you myself you arrogant little glitch.”

Noxhide felt his spark dim, and yet he was still alive, Knock Out’s kindness not just a fantasy and a hope. “Y-your majesty I promise I will make up for this slight! I’m worth so much more alive I promise, I’ll prove it- I’LL PROVE IT-

“OUT! NOW, NOXHIDE! BEFORE I REGRET SPARING YOUR UGLY SPARK!” With a whimpering screech, Noxhide was gone, thin legs frantically kicking off stone as he transformed and fled. “As for the rest of you-”

Volt smoothly dropped to a kneel, holding his slim servo out to the moth. “We’ll get you cleaned up and free of that glitch’s spawn you’re radiance. I have nimble claws, dirty tricks don’t stop me from doing my job.”

Volt’s plan was certainly the sensible thing to do...and yet the thought of destroying perfectly good brood sparked fear and rage in Knock Out like he’d never felt. Some primal part of his processor screaming sacrilege. “NO! No. L-later. We’ll deal with that later. I just need you to tell me what nonsense reality i’m really stuck in.”


Airachnid hadn’t come back. The ship quietly ignored her absence. Megatron assuming her death at Breakdown’s hammer and the rest of the crew simply uncaring. Even the swarm simply moved on, nominating a new leader for themselves. Taking Megatron’s orders in stride with no issue...except...Breakdown swore there were less and less of them. The femme had warned that without a leader they would be more prone to act on their own devices but...where were they going?

It was certainly puzzling but Breakdown had little time to think about it. It was rounding on four months since the incident and even scratching off the multiple times Airachnid had gone to her ship there were still over four hundred locations in the log. Soundwave was slowly striking them off for him, confirming they were nothing but dry mines and sending a few vechs just to make sure she hadn’t disposed of the medic's body later, but it felt for every one the mech took off he was giving him another possible lead, Soundwave didn’t put much faith in the scanners but Breakdown asked for them anyway. There was always a chance and he wasn’t about to leave Knock Out to rust by assuming.

The only annoying part of his search were the Bots. He hadn’t seen a sign of Arcee since freeing her but that didn’t mean they didn’t send a tail. Breakdown knew they would though, considering how close he got to humans in case Knock Out did get free but Bumblebee wasn’t exactly inconspicuous in fact the more and more they ran into each other the more he demanded to help.

“Please Breakdown! Come on! Stop running!” Breakdown didn’t bother turning back around for corgi, but in his battle form, it only took the Bot a few leaping strides to cut him off. Breakdown transformed as he skidded to a halt easily towering over the other mech.

“I said no! Just go back to your cave Bee I don’t need any help and I won’t hurt and stupid humans!” Bee flinched away from the other dog’s massive fangs.

“It’s not about that. You’ve been searching forever. I’ve been following you, you’re exhausted! I can only imagine where you go once you leave! If Knock Out’s still alive-”

“I’LL FIND HIM! GO HOME!” Breakdown didn’t want to admit how exhausted he was, how hard it was to pick up Knock Out’s duties, do his own in the mines, and search for his lost partner. But by the Pit, if he was going to ask for a Bots help!

Bee pushed back, getting back to his paws. “That’s not what Ratchet thinks. Without energon, he can only last in stasis for so long. If he’s injured….”

“Knock Out’s stronger than that! If he’s alive he’ll stay alive till I find him…”Breakdown couldn’t bring himself to speak of the other reality...but if Knock Out was dead he would have been long since dead. “If he’s not then I don’t need you either. I told Arcee.”

“But wouldn’t you like that closure faster? Please, Breakdown... just let me help! I…” Bee sunk back to the ground, casting his gaze away. “owe him.”

Breakdown vented a short huff. He knew Bee and Knock Out were familiar with each other. It had been a time before him, back when Velocitron was still stable. He’d always wondered but he never asked. Assuming Knock Out would tell him if it was...important. “Yeah?”

“Yeah. He...saved my life.”

Breakdown dropped to the ground to join the mech. He had never pried the info from Knock Out...but if Bee was in a talking mood he might as well learn something. “Yeah? When?”

Bee flattened fully, his head on his paws.“Back on Velocitron.”

Breakdown mimed Bee’s action, fully interested now. “I’m listening.”

Bee covered his snout, suddenly embarrassed for some reason. “If I tell you, you have to promise not to punch me.”

A hint of mirthful joy tickled Breakdown’s dour spark. He knew where this was going. “I promise.”

Bee vented, a pitiful growl following. “We landed there for fuel, for help. They thought we were there to save them….but we brought nothing but trouble. The place was amazing, what I could only imagine Cybertron looked like in its prime but better. A speedsters paradise but still pretty great for everyone else too. No fighting, pretty mechs, decent fuel! You would never have imagined they were going through their own crisis. Everything was….beautiful. Everyone was happy for the most part.”

“Save for the mechs that didn’t fit the mold. The workers.”

“Sure, it had its problems but at least everyone was taken care of. At least they weren’t suffering. Override was...nice. Her counsel smart and caring.” Knock Out had echoed similar praises once but usually through a lens of weakness, incompetence. She was too soft, too ignorant.’

“So where does Knock Out come in?”

“Well...Optimus was dealing with Override so we got escorts to enjoy the planet. Knock Out lived in some mansion...Velocitron’s elite. Mechs who were training to one day race in the Speedia. Like the starting race to get to government positions or something. They were servo picked by Override herself from thousands.” That was..interesting. So...Knock Out was impressive by his home’s standards. Then how in the world had he ended up with the Cons? It made Breakdown want to laugh a bit, he was the closest mech Knock Out had, they shared everything but there was plenty they still didn’t know about each other. Breakdown quickly tuned back into the Bot’s story. “They were told to show us around, entertain us as a break from their training. I...didn’t see him at first. I met up with a few others, guys who actually ended up joining us later on. Sunstreaker? His twin brother SIdeswipe? Blurr? Knock Out ever mention them? ” Never. Breakdown could only wonder if they’d been close. He shook his head, Bee continued. “Well...they showed us around and they asked me and the other speedsters if we wanted a friendly race. We all thought it was a great idea. That’s where I first saw him. At the race.”

“Was he...different. Did he look like everyone else? Tall, lanky?” Bee stumbled at Breakdown’s question, trying to think back, remember.

“Ahh, I think he was a little taller…. Oh!” Bee suddenly jumped to his peds, slamming the ground excitedly over and over again with his front ones. “I can’t believe I forgot! He used to be a two-wheeler! A big sleek one with chunky wheels. He looked like something out of one of Raf’s games. Real...spacy. Primus, he was so hot ba-oop-” Bee slammed back into the ground in a flop covering his muzzle with his paws. “Forget I said that.”

Breakdown only chuckled. A two-wheeler huh? Now his partners diminished size made sense. If he ever got to speak to Knock Out again he’d have to ask about that one. “You don’t gotta tell me what I already know, kid, go on.” Bee rolled onto his side, paws kicking dirt and playing with a tree root.

“Well, I actually didn’t pay much attention to him besides getting his name. I was trying to get Sunstreaker’s attention at the time. Primus, I feel so dumb about it now, he was such a slagger back then.”

“That’s what a pretty face’ll do to ya.”

“Yeah~ It still gets me sometimes. I’m so out of his league though.” Bee whined wistfully. Breakdown bopped him lightly with a paw.

“So, what happened?”

“Oh, right. Well, I was trying to get Sunstreaker’s attention and I knew him and Blurr hated each other so I was just being annoying, shoving him and like swerving in front of him. Blurr’s fast but he gets so focused on the road when you bug him he just loses it!. Sunstreaker was laughing up a storm and taking the lead but eventually, Blurr had enough of me and ramed me right off the track. a lot scarier than it sounds. I dropped like... miles and we were racing in a part of the city we shouldn’t have I landed in a bunch of rubble and like tacky street liner. So not only was I stuck under a bunch of metal beams….but I was stuck to the road...and I was leaking pretty bad. For hours. I couldn’t radio anyone, no one came looking for one...except Knock Out.” Bee laughed weakly. “I just remember waking up to him kicking me asking if I was dead yet. Like he was hoping on it sort of. I was screaming for help for hours and when you already have a messed up really hurts so I couldn’t really talk and he didn’t speak neo-Cybex well. I just wanted him to call Optimus, Ratchet, Wheeljack, anyone I knew...but he pried me off the road and carried me all the way back to his room.”

Breakdown hummed softly, the tale so reminiscent of how he himself had met Knock Out. The mech’s spark so fickle yet so much kinder than it was now. Not hardened by reality and war. “He fix you up?” Bee nodded.

“We had to leave my leg, too crushed and the wheel had fused with the road topper. He gave me a new one. Something he’d already made I think but he’d adjusted it for me. Fixed the rest of me up too obviously. That was it, I was too woozy to really talk to him and by morning he was gone and I couldn’t find him. I remember Ratchet pitching a fit when I went to see him because it was kind of a hack job...he thought I did it myself...but he was impressed by my leg. I wish I could say it’s the one I’m still using but ah...I lost both my legs a few years later in a ship crash.”

“That’s how it is. The doc’s made me dozens of legs.” The two sat in silence for a moment. “So that’s it? Just feel guilty that you didn’t get to say thank you for the job?”

Bee pawed at the dirt again. “I almost died out there. I was seconds away from stasis. I don’t know why he came back for me, why he helped me...why someone like that would be working for the Cons now. It’s just...the least I could do and Optimus gave me the all clear to help so I don’t even have to hide anything.”

Sometimes Breakdown wondered too, but he never dared ask. Knock Out was the best thing to happen to him, he couldn’t imagine his life anyway without him now. Breakdown got to his paws and stretched, shaking the dirt and debris from his fur. “Alright fine. I guess I could give you some of the locations. I’ll send you a file...and if you see any stray insecticons give them a look into too.”

Bee hopped to his peds, paws pounding on the dirt again. “Hell yeah! We can do this Breakdown! We’re going to find him I promise!”