A/N: So, this is my first foray into the world of Transformers. I couldn't help it. I just fell in love with the Prime series. I thought Arcee and Bumblebee had a really adorable relationship that I wanted to explore, so this one-shot came out. I know they're incredibly out of character, but I've never done this before. I tried. Set after Out of His Mind. Enjoy!

"Bee, what are you doing up here? We were worried about you." Arcee approached the yellow bot cautiously despite Ratchet's assurances that Bumblebee's mind was now definitely only his own. The hefty dents the medic had been sporting, courtesy of the scout he was promising them was safe, had led Arcee to decide that she would still be extra vigilant around Bumblebee until she had vetted the situation first. They didn't know what kind of residual effects being controlled by a psychopath would have on Bumblebee, especially when he was already on edge himself.

/Ratchet said I'm fine. Why would you be worried?/ Arcee sighed. The scout only resorted to these text-only responses through his comm-link when he either needed to relay a message in silence to remain covert, or he just didn't want his barely functional form of vocal communication to betray his emotions. Considering how little the rudimentary language provided for emotional communication to begin with, she knew he had to be pissed.

"Well, you left without telling anyone and with what happened…"

Bumblebee still hadn't turned to look at her, staring instead at the desert stretched out in front of them. /Think I was going to go off and run some errands for Megatron? Maybe conquer a few civilizations? Slag, I might even resurrect Unicron himself next./

Arcee could hear the young bot's voice clearly in her mind as if he had said the words himself. His sarcasm had rarely taken on a negative tone in the past, but the times it did stuck out to her. It wasn't like the upbeat bot to resort to that. Reading the detached words only seemed to make it worse.

"Bee, no one thinks that." She tried to get a look at his face, but he discreetly shifted to block her view, effectively shielding her from seeing the one thing that could give him away.

/Then why did they send you?/

Arcee shut her optics briefly. The scout was often too perceptive for his own good. The truth was, Ratchet had been hoping to keep an eye on Bumblebee and he couldn't do that if he was running off to unknown parts. Optimus was concerned over Bumblebee's emotional state as well. They both decided on Arcee to fetch him. For one, she was fast enough to catch him should the need arise, and two, she had the emotional sensitivity that the mechs of the Autobot base lacked, except for Bumblebee, who was probably more in tune to the feelings of others then the rest of them combined.

"The only reason I am out here is because I'm worried about you." It was the truth. She would have found him even if Optimus hadn't ordered her to.

/Afraid I'll do something stupid?/

"Did I say that?" Arcee snapped. She could visibly see the scout shrink at this as he turned even further away from her. She mentally slapped herself. She had always been a little rough around the edges, but took extra care to tone it down around the young bot she had adopted as her "little" brother. "Bee, I'm sorry." She offered in a much softer tone.

Bumblebee shrugged it off, walking over to the edge of the mesa that hid their compound. He sat with his legs over the edge and looked out as the sun set turning the normally dull desert into an impressive array of reds and oranges.

"Bee, please? Talk to me. What's wrong?"

/What do you think?/

"Don't do that, not to me." She watched the scout hunch over, leaning on his knees as he stared at nothing.

There was silence for a minute before he replied. /You realize what I did, right?/

"You didn't do anything. That wasn't you." Arcee said, stepping forward. When he didn't flinch away, she came closer.

/It wouldn't have happened without me. That makes it my fault. I screwed up again./

With a sigh, Arcee sat down next to him. She could see part of his face now as he stared at the ground hundreds of feet below. "Well, Bee, that makes it your fault that Optimus is alive. What happened after that was completely uncontrollable. There's nothing you could have done to stop it. You did something I was too afraid to do, Bee. You saved Optimus's life."

/And killed how many others?/

"You are not responsible for what Megatron chooses to do now."

/I let him resurrect his body, Arcee./ Bee shook his head. /Why does it always end up like this?/

"First of all, Bee, Raf told us it was obvious you didn't "let" Megatron do anything. You fought him. Beyond that, it doesn't matter what happened. And what do you mean it always ends up like this? What are you talking about?"

"This!" The sound didn't come out in the usual beeps. What little remained of Bumblebee's vocalizer ground out the word in a mechanical squawk, barely recognizable as his original voice.

Arcee looked at him in shock. He was finally facing her now, his wide round optics looking hopelessly back at her. "Bee… You saved a lot of lives that day."

Arcee almost jumped at the sudden burst of noise from the scout who had either abandoned the texting because it took too long or he couldn't contain the flood of emotion. Either way he had given up on hiding his feelings. "And watched how many others die while I sat there?" Despite the limited ability of the beeps to express any kind of sentiment, she could hear the anguish and frustration in the clipped way he spat them out.

"There was nothing you could have done." Arcee made sure to lock optics with him so he understood every word.

Bee shook his head and looked away again. "That seems to be a common theme."

"There was nothing anyone could have done in that position." She clarified. "You followed orders, and went above and beyond the call of duty to ensure the mission's success. You sacrificed more than any other bot would be willing to."

"Not enough."

"Primus, Bee!" Arcee snapped, twisting to stare at Bee's turned back. "That's not why you volunteered to do this, is it?"

He spun around to meet her narrowed, albeit concerned optics. "I did it to save Optimus."

"And you did. That is all anyone cares about right now."

"Until Megatron goes on and kills somebody. He could have easily killed Raf, Arcee. One move, that's it. Same with me… He didn't even bother. I'm not even worth it."

"You know why he didn't, Bee?" Arcee asked, staring down the scout who softened his gaze and glanced at the ground in silence. "Megatron underestimates you. He always has. He didn't think you could stop him at Tyger Pax and you did. He didn't think you could get that formula to save Optimus and you did. He's going to keep underestimating you because it would hurt his pride to admit that a young scout has kicked his aft from this side of the universe to the other and he has nothing to show for it. You have the advantage, because you are capable of so much more than he thinks you are. If you want my honest opinion, Bee, that's going to be his downfall."

Bumblebee was silent for a minute before he looked up at Arcee, one optic-ridge cocked in a doubtful expression. "That's reaching a little far, isn't it?" Despite the heavy dose of sarcasm, his tone didn't hold the edge it had before.

"I said it was my opinion." She said, giving him a hard stare back, and then she saw the familiar sparkle in his blue optics.

"Not that I don't deserve it," The scout said, puffing out his chest slightly, "but your high opinion of me is probably clouding your judgment." He tilted his head to look down at her.

Arcee smirked. "If you would prefer he rips you in half at your next meeting, by all means, you can keep thinking that way."

"Being ignored has its perks, I guess." He shrugged, a smile tugging at one corner of his mouth. "Especially when it comes to Ratchet."

Arcee raised her eye-ridges, giving her young friend an apologetic expression.

"He's waiting for me in there, isn't he?" Bee realized in horror. "Tell him I died."

Arcee laughed, something she rarely did around any other being, but couldn't help around him. "You know he'd look for the body to study."

The scout got a familiar mischievous look. "Great, when he leaves, I'll sneak in and lock him out."

Something clicked in the femme's memory. "That wasn't a glitch that he couldn't get into his quarters last week, was it?"

The yellow bot quickly climbed to his feet. "I have no idea what you're talking about."

"He blamed Bulkhead for that." Arcee tried to sound indignant, but ended up smiling anyways.

The scout shrugged again. "Being ignored has its perks." He repeated, this time grinning widely.

Arcee rolled her eyes. "Don't worry. I won't say a word. Just don't ever do that to me."

Bumblebee stopped and looked down at the femme, his smile fading slightly. "Thanks, Arcee."

And she knew it wasn't for not tattling to the medic. "Any time, Bee."

A/N: So there it is. This darn thing spawned two other Transformers:Prime fics. They center on Bee and Arcee mostly, but also feature a lot of Jack. Oh well. They're fun to do. Expect more from me soon! And of course, who doesn't love reviews?