EmeraldMoonGreen, who owns Kristin, asked for this one. Here you go, Amiga! Enjoy!

Transformers Prime belongs to Hasbro. I own nothing.

Tickling You Crazy

Knockout gazed around his hideout with a sigh as he put some of his tools away. The teenage girl he had kidnapped while on an earlier drive was in a cage glaring at him. "You're going to be sorry you kidnapped me when my guardians come!" she said to him.

He just laughed cruelly. "I'm not afraid of your human guardians, human," he said. "They couldn't hurt me."

She glared at him again and decided to not correct him on her guardians. She had a feeling Soundwave would be charging in soon too.

She then saw Knockout pick up a buffer and start buffing his armor and rolled her eyes. "At least he's not Shockwave," she muttered to herself.

Knockout gave a grunt as he tried to reach over his shoulder to his back, but was unable to. "Oh, curse that I don't have extendable arms," he said out loud.

Kristin looked at him and remembered Soundwave telling her that buffing to Cybertronians was like humans taking a shower and she knew how it felt not being able to reach a spot on your back. She then had an idea. "Knockout, I could help you buff your armor," she said sweetly. "That was your armor will be all nice and shiny."

The red Decepticon would have been suspicious of that, but her last sentence tickled his ego and he gave it some thought. "Alright," he agreed and let her out, laying down on one of the medical berths as she grabbed the buffing cloth and he let her use his hand as a step ladder to climb up to his shoulder and down his back, stopping midway up his back and beginning to buff the red armor.

Knockout turned his head a bit to watch her and saw she was focused on buffing his armor good, making sure she didn't miss a spot. "You're quite thorough," he said in surprise.

She smiled. "I try to be," she admitted.

The Decepticon was quiet as he accessed Kristin's school records and noticed she had many absences that had been excused due to her being badly hurt. He glanced back at her. "Kristin," he said. "Why do you have so many excused absences from school?"

She looked at him. "How do you know about that?" she asked.

He gave an amused smile. "Cybertronians can access files from most buildings," he answered. "Now, about my question."

Kristin looked away and pressed the buffing cloth a little harder on his back than she probably meant to, making him realize she was upset. "Kristin?" he said gently. "Easy on the buffing."

She stopped and looked up at him. "Bullies," she answered softly.

It took him a minute to realize she answered his question. "Every day?" he asked cautiously.

She nodded as she moved the buffing cloth over his armor again and was surprised when Knockout moved one arm carefully and beckoned her to come up to his shoulder and when she did, he gently grabbed her and placed her down beside his head. "From your records, it says the bullies were spoken to, but apparently it never stuck," he said. "Why?"

She shrugged. "They don't care if they get punished, but if they do get punished, then they really try to beat me up badly," she said sadly.

"That's not right," said Knockout before he sighed. "Humans can really be bullies, can't they?"

She nodded and then looked at him. "You mean that MECH organization?" she asked.

He nodded. "Yes," he said and then looked at her. "You know, you're the first human to genuinely help me and be kind to me."

She looked surprised and he chuckled at her surprised face. "Just as there's 'two sides to every coin', as you humans say, there's two sides to every Autobot and Decepticon," he said before grinning hugely. "Which you're about to find out."

Soundwave followed Optimus with Bumblebee behind them as they followed Knockout's path to his hideout and was about to suggest an attack when they all heard a familiar scream. "Kristin!" All three exclaimed and Optimus raced in with the other two behind him, intent on rescuing Kristin.

Knockout didn't hear them come in as he was chuckling at his discovery, but he yelped in surprise when Soundwave charged in and trapped the red Decepticon in his tentacles, pinning him down to the medical berth and growling angrily at him. Bumblebee went up to Kristin and picked her up, seeing she was trying to catch her breath and Optimus came in with his sword drawn. Afraid, Knockout swallowed hard as he saw the three come towards him to hurt him for kidnapping Kristin.

The teenage girl opened her eyes to see her three friends looking ready to hurt Knockout and she jumped up in Bee's hand. "Wait, guys! He's not a bad guy!" she said.

They turned to her in confusion and she heard the hum of their scanners, which made her smile. "He didn't hurt me," she said.

"But you screamed," said Soundwave, accepting her from Bumblebee.

Seeing that they had been alarmed at hearing her scream, she smiled. "That was because he found out I was ticklish," she explained. "He and I were talking about bullies as he noticed the reason I was absent from school a lot was because of bullies and well, he was showing me that there's more to him than just being a mad doctor."

Knockout gave the girl a grateful look at that, but then felt Soundwave's tentacles tighten around him to keep him from escaping. "Did Knockout tell you that he is also very ticklish?" Soundwave asked with a chuckle.

Knockout gulped and tried to squirm, but the tentacles had him tied down too tightly. "Is he really?" asked Bumblebee in surprise. Even Optimus was surprised.

"Oh, yes," said the former silent 'Con. "Extremely ticklish."

Kristin giggled. "Can I see, please?" she begged with puppy eyes.

The three couldn't say no when she did that and they surrounded Knockout, who was shaking now as he watched Soundwave place Kristin up on his shoulder, which left his hands free to tickle the trapped Decepticon.

They attacked all at once and Knockout let out a high-pitched scream at first before deep laughter filled the room as the three tickle tortured him and he tried to squirm away from the attack, but when he'd move slightly away from one of them, it made it worse because the other two didn't let up on the attack.

Kristin laughed as she watched for a bit. "Is he ticklish on his neck?" she asked Soundwave quietly.

"Yes," he said with a chuckle as one tentacle grabbed her gently and placed her down beside Knockout's neck before that same tentacle grabbed the red 'Con's head to keep it still as Kristin began tickling the exposed neck.

"AHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!" Knockout laughed as he now couldn't move and the four tickling him increased their tickle attack.

"You weren't kidding, Soundwave," said Bumblebee with a laugh.

"Indeed," said Optimus with a smile as he turned to Knockout. "Do you surrender, Knockout?"

Knockout was so desperate for the tickling to stop that he threw his ego out the window. "YES! AHAHAHAHAHAHAHA! I SURRENDER! STOHOHOHOHOHOHOHOHOHOHOHOP!" He laughed out.

"But we're just having fun," Kristin said teasingly.

"PLEAHEEHEEHEEHEEHEEHEEHEEASE!"

That plea convinced them and so they stopped and Soundwave released him and moved up to him. "Kidnap Kristin again, and we won't show mercy next time," he said half-seriously as he poked Knockout's stomach, making the 'Con laugh, but nod as well.

Back at the base, Soundwave kept Kristin with him as she told him more about what had happened after Knockout had kidnapped her. "He's really not a bad guy once he throws his ego away for a moment," she admitted.

Soundwave agreed before Kristin started another tickle fight between her and him and he burst out laughing as he tickled her back and she laughed happily as they tickled each other playfully with happiness filling them both.

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GoldGuardian2418