Author's Notes: This is an idea I've had for a while and has just been bugging me to write it (pun partially intended). There isn't a lot of fanfiction on this site about the G1 Insecticons, and they are truly creepy characters that also get along well with each other (unlike other Decepticons). I decided that they would be perfect for a psychological horror story. That being said, I don't know why I keep including Bumblebee in my fanfics. This is like the fourth one! He's not my favorite character or anything, but I do admit he's a nice mech and easy to write about. Anyway, enough of my rambling. On with the story! :)

Chapter 1

Surveillance

It was the calm after the storm. Literally. The Autobots were cleaning up the debris in a town in Jamaica after a hurricane had devastated it. Megatron had used a new machine built by the Constructicons to churn up a hurricane and harness the raw energy emanating from within. The Autobots managed to shut down the machine before the hurricane could get any bigger and tear up anymore homes or cities. Nonetheless, the damage to the town was done.

With homes and businesses in ruins, a few of the Autobots stayed behind to help rebuild. Bumblebee and Bluestreak were assigned to clean up the trash in the streets. They spent their time working and happily chatting away. Bumblebee had been the hero of the hour when he was the one that got the weather machine away from Starscream, but rather than bask in the attention he much preferred to stay on the sidelines and talk with Bluestreak.

"So Bumblebee, did you see that shot I got on Skywarp's wing?" Bluestreak asked as he wiped away mud and sand with an Autobot-sized mop.

"I sure did," Bumblebee smiled back at his friend, "I have to admit I was a little upset at Cliffjumper though. When Blitzwing took Beachcomber hostage, I don't think Cliffjumper should've fired anyway."

"Well, it was unorthodox, but Beachcomber wasn't hurt, and it did get Blitzwing away from the city," Bluestreak reasoned, "I don't think Cliffjumper means to be mean to anyone. He's just trying to do his job just like the rest of us. Kind of like how Prowl is always so serious because his job involves task management, or how Mirage is so distant because he's a spy. Or how you tackled Starscream and got the machine out of his grasp! That was amazing! I don't know why Wheeljack blows stuff up though. I'm pretty sure that isn't supposed to be part of his job. It was pretty funny that one time though whenever he managed to explode those trick candles that are never supposed to stop burning. I don't even know how he did that. Ratchet was so mad! I would hate it if Ratchet ever got mad at me like that. He's scary sometimes. I don't know how Sideswipe and Sunstreaker put up with him being mad at them all the time. Um, what was I talking about again?"

"I don't remember," Bumblebee replied honestly, "Why don't we change the subject to something else?"

"Oh, alright," Bluestreak shrugged, "I heard you chaperoned Spike and Carly's date the other night."

"I wasn't their chaperone, I was their ride," Bumblebee laughed, "It was nice to get a front row seat to how human courtship works. It was especially fascinating the way Spike kept forgetting how to talk when Carly got too close to him. I don't know what biological purpose that serves, but it was pretty funny."

Bluestreak and Bumblebee shared a good-natured laugh as they went back to work. They talked and worked and kept their spirits up for most of the day. What they didn't realize, however, was that they weren't alone. Up in the window of the tallest building in town they were being watched.

Meanwhile, in Demon Swamp in Bali, Bombshell sighed as he twirled one of his cerebro shells in between his fingers. He had grown bored of the device. Cerebro shells gave him temporary slaves, but it wasn't a permanent solution to a problem that had been plaguing the Decepticons for some time.

Megatron had been exploiting the Insecticons for some time now. Bombshell, Shrapnel, and Kickback worked their antennae off for the Decepticons, but they received little to nothing in return. When they tried to demand more they would find themselves outnumbered by Megatron's forces. They would try to use the clones against the Decepticons, but the clones were stupid and could only follow preprogrammed commands, and therefore were easily destroyed.

In short, the Insecticons were only three, and therefore had no bargaining power.

Shrapnel came in from grazing outside the swamp looking a little worse for wear. He had been eating trees again, and the swamp was starting to look a little bare. The Insecticons could eat almost anything to survive, but the energy was so minuscule that they spent their whole lives eating. They wanted real energon, but Megatron refused to give them their fair share!

"Where's Kickback?" Bombshell asked Shrapnel.

"Who cares cares?" Shrapnel snapped, but then regretted it, "I'm sorry Bombshell Bombshell. I'm just so hungry hungry. I ate three mango trees, but it wasn't enough enough."

"I understand," Bombshell commiserated, "Have you managed to make any clones? If we could attack Megatron's temporary fortress, then we might have a chance at some real energy."

"No such luck luck," Shrapnel spat, "Whatever I find I eat eat. I don't have enough left over to make clones clones."

Bombshell grunted and went back to toying with his cerebro shell. There had to be a way to make themselves more powerful. The Insecticons were getting desperate, and they seemed to have enemies on all sides. If it wasn't Megatron cheating them out of energon, then it was the Autobots stopping them from eating! The cycle seemed to never end.

A few minutes later they heard a loud buzzing in the sky that told them Kickback was home. Bombshell struggled to get out of his chair inside their buried ship. Their ship was the only technological thing in the entire forest besides themselves, but the trees had grown around it, so nothing looked out of place.

Kickback strolled in looking like he just won a lottery where the prize was a lifetime supply of snack foods. Shrapnel looked at Bombshell and asked over the comm if he knew why Kickback was so happy. Bombshell just shrugged and waited to see if their teammate clued them in on what was going on. Kickback did not disappoint.

"Guys, I've got the solution to our problem!" Kickback proclaimed, "I know how to get more Insecticons to fight Megatron with us!"

"You made more clones clones?" Shrapnel asked hopefully.

"Oh, please! The clones are useless!" Kickback scoffed, "They're practically drones. No, the best way to make our forces bigger to is make more Insecticons!"

"That's what the clones are for," Bombshell replied wryly.

"No, not clones! Real Insecticons!" Kickback elaborated, "The ingredients already exist. We just need to take a Cybertronian and upgrade them to be an Insecticon like us! If we make our forces big enough, we could start our own faction to challenge the Autobots and Decepticons and rule the universe! Huh? What do you think, guys?"

"I see…" Was all Bombshell said.

Shrapnel, however, had a bit more to say…

"There's just one little problem with your plan plan," Shrapnel said calmly, but then hollered when he said "Nobody wants to join us us! We're scum to everyone else else!"

Kickback slumped down in defeat. Shrapnel was right. The Insecticons weren't even considered real Cybertronians by other of their species. They were disposable. They were worthless. Nobody cared what happened to the Insecticons, and nobody would want to be like them.

Bombshell, however, looked thoughtful. Kickback had a point when he said mechs could be upgraded into becoming Insecticons. Bombshell himself was the one who came up with their upgrade in the first place. Performing the surgery on a new mech should be no problem. No, the real problem was the same problem he had with the cerebro shells. It was one thing to control a mech's body. What the Insecticons needed was to control a mech's very soul. They needed willingness, and Bombshell welcomed the new challenge to get it.

"Kickback...About your idea," Bombshell waited until he had the other mech's attention and then asked, "Did you have a candidate in mind?"

Kickback brightened up once he realized Bombshell took his idea seriously. He pulled a small chip out of subspace that had the data he collected in Jamaica. He showed the footage of Bumblebee and Bluestreak, and then paused it on a close-up of Bumblebee.

"His name's Bumblebee," Kickback said with a smirk, "Doesn't that just scream Insecticon material?"

"Yes. Yes it does…" Bombshell replied with a wicked smile behind his face mask.

Bombshell's red optic band glowed as he looked at the surveillance footage. They would have their army soon enough, and Bumblebee would be their first recruit.