Back in 2007, when I first got into Transformers, I swore I'd never write a human AU. Oops.

"Alright, Raf," Bumblebee put the car in park and swung an arm over the passenger seat, "what are the rules?"

"Sit next to the ref, wear my safety vest, no talking to anyone," Raf counted off on his fingers, "don't touch any cars."

"And?" Bee prompted, raising an eyebrow.

"And?"

"And don't forget to have fun," he ruffled the kid's hair, ruining the spit curled coif his mother had agonized over. Well, he looked less like a frumpy granddad without it, and besides, it was Bumblebee's unofficial job to teach the poor kid how to be cool .

"Right," Raf unbuckled and grabbed his backpack from the seat next to him, "I forgot, because of all the rules."

"C'mon, Raf," Bee opened the door and stepped outside, "I just don't want you to get hurt."

"You're the one who brought me to an illegal street race," he grumbled, pushing himself out of the car and onto the asphalt. He shoved his glasses higher on his nose and gaped.

The venue was pretty standard, as far as these things went—an empty warehouse in the middle of nowhere, Nevada. Fluorescent lighting made everything seem cleaner, but the place still smelled like grease—not just car smell, either—something more organic. He had the sinking feeling that the boxes shoved off in the corner were full of drive-through fries. Maybe he'd do what Ms. Esquivel and Ratchet always told him to do and get a salad instead of a triple bacon cheeseburger.

"Ahh, you wanted to come. Anyways, it's not illegal, it's just… uh, unlawful," Bee wagged a finger, and shut the doors. The car locked automatically when he pulled his hand away, "It's gonna be great."

"Wow! Look at all the cars!" Raf looked up at Bee. "How does this thing not get busted by the police?"

All the cars? There were maybe twelve racers here, and a handful of showroom models—mostly there to show off their giant engines. Still, it was probably more muscle cars than Raf had ever seen in one place. Poor kid was such a shut-in. Or, maybe it was just that Bumblebee had a misspent and incredibly irresponsible youth.

"Well," Bee rubbed the back of his head, "officially, it's a car meet—kind of underground, but still legit. The racing thing isn't really in the flyers."

"So how do you know about it?"

"What, I don't seem like a cool underground racer? For all you know, I'm part of the in crowd."

Raf gave him a flat look. "You cry when you watch Disney movies and you yell at Arcee when she drives over forty on the interstate."

"What's that supposed to mean?" Bee gaped.

"Well, it doesn't exactly scream 'street racer' when you tear up during the Lady and the Tramp."

"Raf!" Bee hissed, ducking down, "not so loud. I have a reputation to maintain."

Raf leaned around Bumblebee and pointed. "Don't worry. I'm pretty sure that guy cried too."

Bee craned his head to follow Raf's finger. The guy in question was an absolutely massive man with bright yellow eyes and a shaved head. His biceps threatened to tear through his grey leather jacket every time he inhaled.

"Okay, Raf," Bee nervously pushed Raf's hand down, "let's not point at the obvious neo-nazi. Primus, he's big."

"Don't worry," Raf patted him solemly on the shoulder, "you're strong."

Bee didn't have the heart (or the humility) to tell Raf that his shoulders were mostly ornamental, and came from the gym, rather than from punching apart mountains and biting the heads off baby birds and Primus he was big !

"Yeah, right, sure. Hey, why don't we look at some of the cars?"

"Okay!"

Bumblebee stood up and grabbed Raf's hand. He was still pretty small, even if he was already in middle school, and besides, Bee didn't want to lose track of him. Especially here. Sure, racing was fun and all, and most of the people Bumblebee knew who raced were otherwise law-abiding, model citizens, but there was a certain criminal element that hung around places like this. Bumblebee glanced cautiously over his shoulder for bald man. He was still lurking around the entrance, glaring furiously into a phone that looked comically small in his massive hands.

Good, he could stay there; that would be ideal.

"I like this one," Raf declared, stopping suddenly in front of a shiny new Camaro, "it's cool."

It was distinctly not . The thin line of its headlights looked like a sneer, and the fat, gaping grill underneath that reminded Bee of what he looked like during dentist's appointments. Even the body was ugly—a combination of rounded rectangles and a tryhard bootleg Mustang.

"What's wrong with my Urbana?" Bumblebee pouted, "isn't it cool?"

"It smells like McDonald's."

"But I bought air fresheners!"

"It smells like McDonald's in a pine forest."

Bee hung his head in mock sorrow. "I just can't win with you. But seriously? At least tell me my paint job's cooler."

Raf considered. "Okay, yeah. But just a little bit."

He held his index finger and thumb together to indicate by how slight a margin Bee was cooler.

"Oh, come on," Bee waved a hand, "Black racing stripes? Everybody has black racing stripes. Yellow is much cooler."

"If you say so."

"Well, I do, so there," Bee stuck his tongue out, "hey, let's go look at some of the other cars."

Raf reluctantly tore his gaze away from the Camaro and trudged behind Bumblebee. Bee dragged him towards a bright blue car. It was sleek, and Bee couldn't recognize the build, but it looked like an actual race car, instead of the typical muscle car and odd GT that ran these circuits.

Somebody sure was rich. And bored.

"Wow," Raf tugged excitedly on Bumblebee's hand, "look at the wheels!"

The wheels were indeed wow-worthy. They looked very concept, with a series of blades instead of spokes, and a thin line of lighting running around their diameter.

Bee let out a low whistle.

"Real sci-fi. This looks like one of your racing games, right? F-zero? Mario Kart?"

Raf looked offended.

"Pretty neat looking, huh?"

Bee looked up at the speaker—a thin man in a blue racing suit and a killer smirk. His car was blue, his suit was blue, even his hair was blue—albeit that pale silvery version of blue that was more blue-inspired than anything else. This was a man who either designed his life around his car, or vice versa.

Not that Bee had any room to judge. He fidgeted in his black and yellow suit, and ran a hand through his black and yellow hair.

Maybe it was just a racer thing? Like how people's dogs looked like them—people who drove cars a lot eventually looked like those cars.

"Yep," he continued without taking a breath, "these are Seiber N-07 concept tires. See the fan design of the wheel cover, that helps to cut wind resistance by diverting the flow of air over the tire rather than through it, in fact it's very similar to a spoiler, but unlike a spoiler it's load bearing, so the weight of the car itself, not to mention my weight, and the air pressure at high speeds, needs to be taken into effect as well as, well, physics in general, see what I gain in resistance I lose in camber thrust due to the smaller width of the wheel, so it just barely clears efficiency, and the tire loses air resistance at high speeds due to centrifugal force, and have you ever noticed how clever that word is, 'center force' or force from the center, I never graduated but I did really well in higher level physics classes, which is probably why I like racing so much, or maybe it's just that I like racing and fancy cars, in fact my friend Perceptor tells me that I upgraded mostly because it looks cool but what does he know, he teaches chemistry at university, I race, these are very different things, besides the mood of the driver affects how well you drive and I like these tires so they make me drive better. My name's Blurr."

He stuck out his hand. Bee blinked, and shook it. Blurr shook hands almost as fast as he talked, and Bee snatched his arm back before the other racer took it off at the elbow.

"I'm Bee." Primus, it felt like he was speaking in slow motion. Did Blurr have augmented lungs, or something? Did he survive on a diet of nothing but energy drinks? "Uh, Bumblebee."

"I'm Raf!" Raf piped up next to him, and shook Blurr's hand with almost as much enthusiasm, "how do you steer with such a small contact patch?"

Bumblebee gaped at him. "You followed that?"

"Well, it's just a matter of practice and learning to control the specific vehicle, in fact I've been doing daily circuits and speed testing to prepare for this race, so I think I'm accustomed to the new wheels at this point."

"Neat," Raf rocked on his heels.

"Uh, yeah," Bee muttered, "neat."

"So, are you here to race too?"

Primus, even when he wasn't rambling at mach-five he spoke like it was a race. Speaking of…

"Yeah," Bee pointed toward his car, "I'm in the Urbana."

"Ah, you're co-ordinated?" Blurr gestured to his suit.

Bee shrugged, "I like the colors."

Blurr nodded rapidly. Bee swore he heard his vertebrae twinge in sympathy.

"My friend Moonracer says the same thing, except she prefers green instead of yellow, not that there's anything wrong with yellow and really it's more of a mint rather than green—"

"Wait, hold up," Bee put his hands out, "Moonracer?"

"Yep, that's her name, we went to school together and now we race together, isn't that co-incidental, she's just over there, and Moonracer!" Blurr shouted, waving at a woman with chubby cheeks and a heart shaped face. She was, as he said, wearing a lot of mint. It made Bee crave a tic-tac.

"You know her, Bee?" Raf asked as Moonracer walked towards them.

"She had a thing with Arcee once," Bee considered, "okay, so it was more like Arcee asked her out, then panicked the entire date and never spoke to her again."

"Ouch."

"Yeah."

"Hi, Blurr," Moonracer had a smokier voice than her appearance implied, but appearance had little to do with what octaves on which your larynx sat comfortably. For example, Bee sounded a bit like he'd been chainsawed through the throat, mostly because he'd been chainsawed through the throat. Nothing except the brutal scarring stretching from the bottom of his chin to his collarbones would have suggested that.

"Moonracer, I was just doing checks again and I met these two, so I told them about my wheels, this is Raf and Bee, actually his name's Bumblebee, which is a bit like Bond, James Bond, speaking of, did you see that Aston Martin over there, I was just reminded of it."

Moonracer seemed accustomed to, or at least resigned to, Blurr's speech patterns, and she smiled and clasped Bee's hand.

"Hi, Bee," she chirped brightly, "I'm really excited to race. My car's over there."

She gestured to a—surprise—mint green car. It was a little more stock than Blurr's monstrosity—something like a Viper—but it was still a fine automobile. It was just slightly more sedate, which described most of her—she spoke more slowly, looked less like a caffeine overdose on feet, and even her hair was toned down compared to Blurr's. She had natural mousy brown hair, pulled back in a braid, with mint streaks lacing through the strands.

"Hey," Bee shook her hand, "I actually think we've met before—I'm Arcee's cousin."

Moonracer's eyebrows shot into her hairline and her mouth dropped open into an 'o'.

"You know, I remember you," she tapped the side of her chin, "you pulled up when I dropped her off at home."

Bee cringed. "Yeah. And then she fainted."

"Ah, yeah. You know, it still wasn't the worst date I've ever been on."

"Bee," Raf whispered, tugging on his hand, "can we go see the Aston Martin?"

"Oh, yeah, of course. Raf and I are gonna keep looking at cars," Bee turned to Moonracer and Blurr, "see you around."

Blurr wagged his index finger. "I think you mean you'll be seeing my brake lights after I win."

"That a challenge?" Bee raised his eyebrows and looked down at him.

"Oh, please, I could walk and beat you, in fact I'll walk right now, all the way around the track, see you at the finish line," Blurr took off at a fast speedwalk, leaving poor Moonracer to chase him down. She shot Bumblebee an exasperated look.

Bee snorted, grinned, and waved. Raf practically dragged him down the row of cars, looking for the Aston Martin.

"Why are you so excited, anyways? I didn't know you liked vintage stuff."

"I've seen Goldfinger," Raf explained, hiking his backpack higher onto his shoulders, "and it's cool to see a movie car in real life. "You've seen Goldfinger?" Bee blanched. "You're twelve."

"Twelve and a quarter ." Raf corrected. "And what's the big deal?"

"I, well, there's kissing ."

"So?"

"You're twelve and a quarter. Kissing is supposed to be gross."

"There's kissing in Lady and the Tramp."

"They're dogs; it's different!"

A passerby gave him an odd look. Bee covered his face with his hand.

"Anyways," he continued in a hushed tone, "there's fighting and stuff. Not good for impressionable young minds."

Raf gestured to the the cars, then to Bee's racing suit.

"Yeah, yeah, okay," Bee acquiesced, then pointed over Raf's shoulder, "hey, there's your car."

"Wow!" Raf's eyes lit up.

'Wow' was right. Bee typically didn't like vintage models—he was a firm believer in the mid-2000's design concept of 'intimidate at all costs'—but the car had a certain appeal to it. It was sleek, with a red paint job that lingered right between cherry and brick. It even had a wood interior. The dashboard was smooth oak, polished to a mirror sheen, with creamy black leather anlong the steering wheel and gearstick to accent it. It was sexy, but like, not Urbana sexy, which was more of a buff stud Cosmo model sexy. This was clearly in the realm of GQ, or one of those other well-dressed man magazines Bee mindlessly browsed through while waiting in the grocery line.

"You wanna take a picture, Raf?" Bee held out his phone. Raf took it, very delicately, and meticulously snooped around the car for the perfect angle, then took a half dozen pictures.

"This one's the best," he swiped to the third picture and handed it back to Bee.

Bee nodded. "Nice. Hey, take one of me next to it; I wanna show Arcee."

He gave the phone to Raf and posed next to the car, crouching to fit in the frame and pointing at the car. To make it perfect, and irritate Arcee the most, he stuck out his tongue and scrunched his nose up.

"Okay, got it," Raf laughed.

"Awesome," Bee checked the picture. Yep, he looked like a complete disaster. He sent the photo to Arcee. "Oh, hey, the race is gonna start soon. Let's get back to the car."

"Alright."

Bee started walking without looking where he was going—stupid, stupid idea—so it wasn't much of a surprise when he collided with some poor pedestrian.

"Ugh," came a voice from about six feet below his head.

"Oh, man," Bee stepped back and looked down, "I'm so sorry."

He reached down to pull the guy up, only to have his hand swatted away.

"I can get myself up, thank you ," the man pushed himself to his feet and brushed dirt off of his thighs, "do you make it a hobby to run into people? Perhaps, I should check my airbags again, as a precaution."

"Hey, man, it was an accident." Bee held his hands up placatingly. The man glared at him. Anger, Bumblebee realized as heat flooded his cheeks, looked good on him. In fact, he had the sort of face where everything looked good on him. It was the kind of face that looked like it had been lifted from a magazine, or maybe one of DaVinci's lesser known works: Beautiful, Angry Man in Red. Smooth skin, neat cheekbones, pretty brown eyes that looked wine red when the light hit them. He had a carefully trimmed patch of hair on his chin, but instead of making him look like a cartoon supervillain, it made him look really, really good. It made Bee's own half-hearted stubble ashamed to even be in the same room.

Bee forced his mouth shut.

"Well, I hope you drive better than you walk. It's never any fun when I take victory from someone who can't even keep from crashing on foot."

"Oh yeah?" Bee said, pride outweighing both lust and common sense, "And what makes you so sure you'll win?"

The man glanced left and right, then crooked his finger at Bumblebee. Bee's face wrinkled in confusion, but he leaned closer to the man, trying to ignore his cologne.

"I'm the fastest thing on four wheels," the man murmured into Bee's ear with his lazy drawl, "you don't have a chance."

He stepped back and gave Bee a once over, which managed to make him feel simultaneously deeply inadequate and also like sex on legs, and raised an eyebrow.

"Honeybee."

Bee gave him a flat look. "It's Bumblebee, actually."

The man's face shifted into surprise, which also looked really good on him. "Really? I'm terribly sorry for you, but don't worry; I'll be sure to get it right when you ask for my autograph. See you at the finish line, loser . Ta."

He tossed a lazy wave at Bee and sauntered away. Damnit. He looked good from the back, too.

"What a jerk," Raf grumbled, crossing his arms over his chest. "You're totally gonna win."

"Guh," Bee tore his eyes away from the man's back. Seriously, there had to be a law against clothing that well-fitting, with white color blocking on the insides of his thighs… Bee blinked. "Yeah, right, of course. What'd you say?"

Raf sighed.

"Sorry, sorry, I'm listening now," Bee grabbed Raf's hand and gently prompted him in the direction of his car.

"You've gotta beat that guy," Raf shifted his backpack, "he was a jerk."

"Uh, yeah. A real big jerk." Bee waved his hand over his car and the locks clicked open. It was pretty damn cool, and it made him feel a bit like a Jedi, but it was just a simple sensor in his watch. Raf had designed it for one of his SIGNET projects, the little genius. "Let's get out to the track."

He buckled in, made sure Raf had his seatbelt on, and cranked the car. The engine turned over once and started to purr, a lazy sound that could accelerate into a roar with just a tap of the gas. Bee rolled down the windows and eased the car back out of the warehouse and drove to the empty stretch of road that made up the race track. He parked at his designated starting place and killed the engine.

"Okay, Raf," Bee stepped out of the car, "let's find you a good spot to watch. You put your safety vest in your backpack, right?"

"Yeah," Raf turned around and let Bee rifle through his backpack of the high visibility vest he had packed. It was a bit too large for Raf, given that he had borrowed it from Bulkhead, but it didn't drag on the ground, so it was good enough. It even fit over Raf's backpack, so that was a bonus.

"Arms up," Bee pulled the vest over Raf's head and velcroed it shut. There, very reflective. "You ready?"

"Yep," Raf grabbed his hand and followed him through the ever growing crowd of racers and car fans, "so, what do you get if you win?"

" When I win, you mean?" Bee teased and ruffled Raf's hair. "Well, this race is mostly just for racing's sake. There's an entry fee of a hundred dollars, so a pot of about twelve hundred, but I'd say most people are here because they like to drive fast."

"Twelve hundred dollars?" Raf gaped, "That's so much money."

Twelve hundred was a new paint job or rent for a week for most of the people racing—in a word, paltry—but Bee didn't have the heart to tell Raf that.

"Yep, sure is," Bee stepped over the concrete barrier separating the lanes and picked up Raf, hauling him over the barrier. "Alright, do you think you can see from here?"

Raf stood on his toes and leaned against the concrete. "I think so. Hey, look; there's Blurr. Hi, Blurr!"

Blurr looked up from where he was rapid-fire chatting at a tall woman in white and waved, jumping up and down so he could be sure Raf saw him. At least the poor guy wasn't still walking.

"Cool," Raf said, rocking back and forth on his heels.

"Okay," Bee patted him on the head, "Here's my phone if you want to take pictures. I'm gonna get in my car now. Remember the rules?"

"Yeah, I say here."

"Awesome," Bee hopped over the barricade and headed back towards his car.

"Wait!" Raf shouted. Bee looked back at him. Raf was pointing at his head. "Don't forget your helmet!"

"Got it! You don't forget your earplugs." Bee gave him a thumbs up and got back in his car. His helmet was sitting in the passenger seat, and he grabbed and shoved it over his head, smacking the top of it down to make sure it would stay on. He had never crashed before—no matter whatsome absurdly attractive people implied—but he had seen his fair share of crashes, and they weren't pretty. So, he wore a helmet.

A red car—a red Aston Martin—sidled up next to him, engine puttering down. The passenger side window rolled down, and Bee was suddenly very glad his helmet had a visor.

"Well, well. Look who it is." The man smirked. "Are you ready to lose, Bumblebee?"

"I don't know, are you?"

The man laughed. Bee's mouth went dry.

"You're funny. Bumblebee," he said Bee's name slowly, like it was wine rolling on his tongue. He had a glint to his eyes—something considering, perhaps. He rested his chin delicately on the back of his fingers. "I like that."

"Yeah?" Bee coughed, desperately trying to get some moisture back into his throat. Damnit. What was he supposed to say? Was he supposed to flirt? Flirt back? Was he even being flirted with in the first place? Ahhh, he was running out of time—"I hope you still like it when I beat you."

The man's eyes brightened. "Oh?" he purred, leaning his weight onto the windowsill. "You think so?"

Whatever Bee was going to say next was cut off by the ref calling everyone into the starting line up, thank Primus. The man tossed him a final smirk and pulled his helmet—red, like his hair, car, and outfit, damnit—over his head.

"Alllllright racers!" The ref sounded almost as excited as Raf, who Bee could see hanging his upper body over the barrier. "Start your engines!"

Bee cranked up his car. The roar from a dozen high powered engines turning over at once was deafening. He was just glad poor Raf's ears were safe.

There were exactly twelve racers. Himself, the man in the Martin Aston, Blurr in his race car and Moonracer in her Viper. Then, there was the tall woman to whom Blurr had been speaking, in another Viper, a pair of Lamborghinis, a sleek looking car with gaudy flames, a red car and a green one, both oddly shaped, a cheetah print Mustang, and a burly grey Hummer that looked distinctly out of place among the sleeker models

Bee squinted through the tinted windshield, and thought he saw a shaved head. He frowned. Well, at least the big guy wasn't around where he could run into Raf.

"Get ready to race in five, four," Bee pressed down on the gas, "three," he switched into drive, "two, one!"

The ref threw a flag down and Bee yanked his foot off the brake. His tires screeched and he veered down the road. Behind him, he could see Blurr and Moonracer pull out cleanly, and the Aston Martin on his left started down the track, as well as the other Viper in front. The two Lambos fishtailed wildly before finally straightening out. The other cars were blocked by the Hummer, who, after an unsteady start, gained speed rapidly.

Bee swerved around the Lambos and the cheetah car, grinding his gas pedal into the floor mat. The Aston Martin kept pace with him, leaning into the curves of the road.

"If that's how you want to play it," Bee muttered to himself and flattened his foot over the gas. He jolted forwards, just slightly, but enough to put his bumper firmly in front of the other car.

This wasn't a very long race, as races went—just back to the warehouse on a mile and a half loop. It didn't matter how good an endurance driver you were, start up speed and fast reactions won you the race. Bee's car accelerated zero to sixty in a modest three point five. It looked like Blurr, edging up on his right, could go a bit faster than that. The white and red Viper was still in front of him. Dammit, who was in that car? The Flash?

There wasn't enough time left for him to win the race, but he could still beat out the Aston Martin. Bee spared a glance away from the road. The red car was slowly but surely eating away the inches between them. Bee leaned forwards. The adrenaline was pulsing through his veins, and he could hear his heartbeat in his ears. He twisted the wheel sharply to stay in the center of the road, blocking the Lambos and the flame-d car behind him. Moonracer had managed to slip ahead and was vying with Blurr and the Viper for a narrow first. The roads weren't wide enough at the warehouse for more than two cars, so whoever pulled ahead on the highway would win.

He glanced at the Aston Martin. Close now, any second they would pass the finish line.

The white Viper shot ahead at the last second, crossing the finish line and leaving Blurr and Moonracer in the dust. Blurr zoomed into second, with Moonracer riding his bumper into third.

Bee and the Aston Martin passed finish. They couldn't have been nanometers apart. Bee hoped Raf had taken a picture. He let off the gas and drifted slowly to a stop, pulling off the road beside Moonracer's car.

He let out a slow breath. While he couldn't deny it stung a little not to win—he liked wining, who didn't?—the adrenaline buzz thrumming under his skin did a damn fine job of patching up any sore feelings. He opened the door and stepped outside. The chill night air was a sharp contrast the his heated skin, and he was glad he was wearing long sleeves. Bee craned his head, looking at the crowd.

The driver of the white Viper must have been the tall woman he had seen with Blurr earlier. She was standing by the ref, smirking and fiddling with her wide choker. Bee made a note to ask her what monster of an engine she was hiding under that hood. She certainly deserved her victory.

Now, where had Raf gone off to?

"Bumblebee!"

Bee looked at the speaker—shouter, really. The Aston Martin's driver slammed his door shut and stalked towards him, tugging off his helmet and dumping it on the ground. He looked furious, and his neat hair was sticking to his face with sweat. Bee held his hands up. Sure, he was bigger than the guy, but he was bigger than Arcee too, and she could wipe the floor with him without trying.

"You—" the man hissed, and stood on his toes to yank Bee's helmet off. He threw it off to the side, where it landed in the dust with a clatter, then grabbed the front of Bee's suit, pulling him down into a searing kiss.

Oh.

Bee curled his arms around the man's slim waist and leaned down. He tasted like coffee, and the far off, acrid tang of cigarettes. The kiss was sloppy, heated and desperate. Bee hissed as the man added teeth to the equation, nipping his bottom lip. He retaliated with a bit of force, moving his one of hands off the guy's hips and up along his back, resting his palm at the base of his skull, and winding his fingers through his hair.

The man grunted, and twisted suddenly, pinning himself against Bee's car. Bee leaned over him, and the man dropped away from the kiss, his back against the hood. Bee put his hands down by the man's shoulders, framing his perfect face between his splayed fingertips. A flush had bloomed on his cheeks, and continued up along his hairline, making it so his ears nearly matched his hair. They were both breathing heavy.

"This cause I beat you?" Bee said, desperately sucking in cool air. One of the man's boots was hooked around the back of his calf. It was verydistracting.

"You didn't beat me," the man dragged his hands roughly up Bee's ribs, eliciting a shiver. He rested his hands on the center of Bee's chest—when had his suit been zipped so far down?—on the inner edges of the wide bands of tattoos decorating his pecs.

"You sure about that?" Bee leaned closer, and could feel the heat from both the man and the cooling engine through his suit, "because I might beg to diff—"

"Move, brat!" A man's deep voice rang out, accompanied by a higher voice—a child's voice—shouting vainly. Raf.

Bee shot up, shoving himself off of his car.

"Ah, shit," he wiped at his mouth, and struggled to zip his suit back up, "sorry."

He bolted towards Raf, ignoring the absolute offense on the man's face as he pushed himself up on his elbows.

There was a slight crowd, so Bee shoved his way through to find Raf. Damn it all. He was supposed to be watching Raf, but instead he was getting distracted and making out with strangers like some frat kid.

Raf hit him like a bullet, and clung to his leg. Bee could feel his heartbeat running a mile a minute. His face was tight with panic, and his eyes were a little teary.

The intimidating bald man in the Hummer was sneering down at him.

"Raf," Bee didn't look away from the guy, "you okay?"

"I, uh, I'm okay," Raf said, clearly not okay.

Bee fought down the flicker of rage. "Hey, man. What's your problem?"

The man narrowed his yellow eyes. "Little shit was in my fuckin' way."

Bee slapped his hands over Raf's ears and glared.

"Don't be an asshole. He's just a kid; back off."

"The hell are you gonna do about it?" He took a step closer to Bumblebee. "You wanna start something?"

"Swing first," Bee hissed, "and see how far you get."

The man's face lit with cruelty and he reared back. Bee braced himself and prepared to shove Raf away.

"Motormaster!" The man with whom Bumblebee had spent a good five minutes kissing stormed over. He had straightened up, dusted off his clothing, and he had his helmet tucked under one arm. Bee's helmet was dangling from his index finger.

The yellow-eyed man—Motormaster—dropped his arm, and directed his glare towards the man.

"Knock Out," he grinned, revealing sharp, crooked teeth, "what a surprise. How have you been?"

"Well," Knock Out—a pretty fitting name, given that he was one—shifted his weight, "I was doing well, until I saw you."

"That so? How's Breakdown?"

A spasm of raw pain flashed across Knock Out's face before he replaced it with a smooth sneer. "As well as can be expected. Tell me, Motormaster, do you always torment helpless children, or is it only when you feel particularly pathetic?"

Motormaster surged towards him, fists clenched tight. "You—"

"I can't fathom that you expected to win, given," Knock Out raised an eyebrow and gestured towards Motormaster's Hummer, " that , but perhaps," he pressed the tips of his fingers to his mouth, "you really did overestimate yourself that much."

Motormaster raised a fist, uncomfortably close to Knock Out's face. Knock Out couldn't stop the automatic flinch, a little spasm of his neck, that took him a precious few centimeters away from Motormaster's scarred knuckles. Bee fought down the urge to jump on the guy's back or something, anything to get him away from all these people. Raf was still hyperventilating, folded in on himself.

"You must want me to hit you," he growled.

"And you must want me to call the police. I'm sure your case officer will be shocked to find you breaking parole."

Motormaster's glare renewed. Knock Out kept his gaze steady, and pulled his phone—no case, weird—out of his pocket. Motormaster dropped his fist and pulled away.

"Bitch," he spat, and stalked back to his car. Bee didn't move until the Hummer roared to life and peeled out of the dirt, back onto the long and lonely road. He sagged, breathing a sigh of relief.

"Raf, you okay?" Bee pulled the kid away from his leg and searched his face.

"I," Raf coughed harshly, gasping for air, "I don't —"

"Raf?" Bee dropped down to a knee and gripped Raf's shoulders. "What's wrong?"

"Move," Knock Out gently tugged him aside and kneeled in front of Raf. He yanked off his gloves and pressed his index and middle fingers to the inside of Raf's wrist.

"Can you look at me, ah," he glanced at Bumblebee.

"Raf."

"Raf, can you look at me? Can you tell me how you're feeling?"

"My chest hurts," Raf heaved through a spasm of hacking coughs, "I can't breathe."

Knock Out turned to Bumblebee. "Where's his inhaler?"

"Inhaler? He doesn't—"

Knock Out rolled his eyes and pulled his keys out of his pocket. He tossed them at Bee, who fumbled for a few, heart pounding seconds, before he managed to clutch them to his chest.

"Get the first aid kit in the trunk of my car. Don't scratch the paint."

"First aid kit, got it." Bee bolted back to where they had parked. The crowd had dispersed somewhat. He suspected that most people had either gone back inside the warehouse, or had dispersed after the race, in case the police started sniffing around.

Knock Out's car was parked at the far end of the lot, across from Bumblebee's. Bee scrambled for the remote lock, before he realized that Knock Out had given him a key . It staggered him for a second—manual keys? Weird—but he managed to orient the key correctly and unlock the trunk. The inside of Knock Out's car was meticulously clean, so Bee had no trouble finding the first aid kit. It was a bulky ripstop bag, that zipped down the middle, probably so you could lie it flat. He grabbed it, and slammed the trunk shut.

"I've got it," he called, waving the kit over his head. Knock Out had coaxed Raf into a sitting position, and was counting for him. Raf looked pale. His glasses were tucked into his shirt collar.

"Breath out, slowly, one, two, Bumblebee, get me the inhaler in the top left pocket, four, five, breath in."

Bee unzipped the kit and boggled.

"Why do you have so many needles in here?" He gaped, and found the inhaler, nestled between a few packets of gauze and an epipen.

"Sewing," Knock Out stuck his hand out for the inhaler. "Raf, I'm going to give you an inhaler. I need you to breath out, then bite this and very slowly breath in while you depress the top. Once you've pressed it all the way down, hold you breath while I count to ten. Can you do that?"

"I—I think so," Raf wheezed. A creeping ball of dread and shame formed heavy in Bee's gut. This was all his fault. He never should have dragged Raf out here.

"Good," Knock Out shook the inhaler, then placed it in Raf's hands. "Exhale."

Raf shakily followed Knock Out's instructions. It was surprising how calm and composed he seemed, given what Bumblebee knew of his sharp temper and irascible temperament. It made him wonder which personality, if any, was an act.

Bee sat heavily next to Raf, and patted him lightly on the shoulder.

"Are you okay?"

"I think so."

"Did you know he had asthma?" Knock Out snapped, packing up his first aid kit, "That was incredibly irresponsible."

"But he doesn't," Bee protested, "Raf, you don't have asthma, right?"

Raf shook his head. His breathing had returned to normal, and color was slowly bleeding back into his face.

"Hn. It could be panic induced," Knock Out sat next to Bee, leaning against the concrete barrier, "not uncommon in children. Still, he's going to need to be diagnosed."

"Panic? Raf, what happened?"

"That big guy, um, Motormaster. I was standing in his way, I guess, and he started yelling at me. I don't like people yelling."

"I'm so sorry, Raf." Bee pulled him into a hug.

"I'm gonna be okay, I think," Raf looked up at him, "can we get McDonald's?"

Bee pulled away and held him by the shoulders. "I thought you didn't like McDonald's?"

"I'm hoping I can guilt you into buying me a milkshake."

Knock Out snorted.

Bee raised an eyebrow. "That so? Alright, here," he gave Raf his keys, "why don't you go crank up the car for me? I'll catch up in a minute."

"Got it," Raf stood up—slowly—and headed over to the Urbana.

Bee waited until he was out of earshot before turning to Knock Out.

"Thanks," his voice was serious, "honestly, thank you. I don't know what would have happened if it was just me here. I mean…"

Knock Out waved him off. "Take him to a good pediatrician. I don't have much patience for explaining simple concepts, so you'd probably get a better lecture about asthma from someone who can deal with questions."

"You a doctor, or just a good Samaritan?"

"I have an MD, if that's what you're wondering."

Bee rolled his shoulders and stood up. He held a hand down to Knock Out, who, surprisingly, accepted it.

"I was wondering," Bee said as he pulled Knock Out up, "how did you know that Motormaster guy?"

Knock Out rolled his eyes. "Trust me, our association was under duress on my part."

"Didn't really answer my question."

"Well," Knock Out tapped a finger against his bottom lip, "I have to keep some secrets, don't I?"

"You're pretty coy for a guy who had his tongue down my throat less than twenty minutes ago."

"I didn't exactly see you protesting."

Bee shrugged. "You didn't give me much to complain about."

Knock Out laughed, and his eyes sparkled. He searched Bee's face for… something, but he seemed to find what he was looking for, because he flattened his hands on Bee's shoulders and stood on his toes. He pressed his lips to Bee's in a gentle and surprisingly chaste kiss.

Bee pulled away, and looked at him. He looked vulnerable, somehow. It was surprising on a man who carried himself with such self-confidence.

Bumblebee cleared his throat. "Ah, I need to," he nodded towards his car, "to go."

"Dumping me for your car?" Knock Out stepped back, that strange moment of tenderness vanishing into the ether, "I should have expected."

His tone was still mostly light and teasing. He turned away, and Bee found himself moving without realizing it. He grabbed Knock Out's wrist, encircling it with his hand.

"Wait," he blurted out.

Knock Out looked back at him, an eyebrow raised.

"You, uh, you wanna go to McDonald's? With us? Ah, for food, I mean." Primus, he was a mess.

Knock Out turned around fully, fixing him with a considering stare.

"I'll have to lower my standards," he said finally, cocking his hip and curling his knuckles under his chin.

Bee blinked, and bit down his initial impulse to ask 'what standards'. "You mean…"

"Certainly." he darted forward and pressed a kiss to the corner of Bee's mouth, "The one off I-85? I'll race you there!"

He slipped out of Bumblebee's arms and sprinted for his car, tossing the first aid kit in the passenger seat, and cranking it up in one smooth motion. Bee forced himself to stop gaping and ran for his car.

All things considered, it wasn't a bad night for a race.

Today's title is from Travelin' Soldier by the Dixie Chicks. No, this has no relevance on the story. As an aside, I tear up everytime I hear this song. Shoosh.

Character designs were largely taken from Milagrosen's excellent art. You can find her at .com . Go drop her a comment or a reblog!

The racers are, in order of introduction: Bee, Knock Out, Blurr, Moonracer, Override, Sideswipe and Sunstreaker, Hot Rod (I started running low on fast characters at this point), Crumplezone and Ransack (I've never watched Cybertron), Cheetor (he counts, okay), and Motormaster.

Knock Out got a salad without dressing. Then he stole most of Bee's fries.

Thanks for reading!