This is/was my attempt to destroy a muse that has been plaguing me forever. I am in love with Megatron and Knock Out, and this happened. I have never written Knock Out's character before and chose to represent him in the worst way in this one-shot. Alas, this is crap and I won't expect anyone to enjoy it, but I would appreciate feedback so that I may improve on the OOCness the next time around.

Disclaimer: Nothing in this belongs to me. Hasbro has rights to these guys. I only make them frag each other for my own entertainment.

Black Widow

It wasn't often his work brought him to the command center of the Nemesis, not unless he was summoned by Megatron to carry out a mission. However, there were meaningless reports that required his signature, countless data logs he needed to review, and Knock Out was less than thrilled about paperwork.

He was, however, thankful for the unusual peace and quiet that was in the command center. Soundwave was off doing work decoding the Iacon relics somewhere else in the Nemesis, Megatron was silently scheming from the main terminal, reviewing some sort of ancient Cybertronian garbage that Knock Out had caught a glimpse of but didn't care to decipher. He merely wished to sign and file his reports and send the data logs to his personal archives for review. The quicker he was out, the better.

He stretched, yawning as he waited for the data logs to send. 3% transfer…4%. He groaned. Even for having the most sophisticated technology at his disposal it was still slow. He preferred things to be quick, never faster than him, but still faster than this. In the amount of time it would take for the transfer to complete, he could go to Earth, sneak in a street race, come back and still have to wait for the last two percent to load. He'd even have time to clean his slick chassis before the transfer was complete. Or stop at one of those bikini car washes. He'd never tell anyone, especially not anyone here, but having a bunch of gorgeous women scrubbing him was unlike anything else.

But he wouldn't go. And it wasn't because he was afraid of getting caught; Knock Out liked the thrill that came with sneaking out. It was because he hadn't gone street racing since Breakdown's passing. He wanted to move on from his partner's untimely death, but he didn't want to move on too quickly.

"Breakdown and I enjoyed previous success retrieving Iacon relics. In memory of my fallen comrade, I intend to do the same again."

Megatron had been quick to yell at him after he had said that, reminding him the task at hand was far more important than his preening. And almost to add insult to injury, Megatron had given him an Insecticon to take with him into Manhattan's subway tunnels. He shuddered at the memory.

"Since the unfortunate loss of Breakdown has left you rather vulnerable, you will require appropriate support."

An Insecticon couldn't replace Breakdown. Knock Out wasn't sure Breakdown could be replaced. He shook his head, not even sure why he was thinking about this. He was dead. Death is permanent. He wasn't coming back. Knock Out wished for his memory of Breakdown to die as well. The thoughts of him hurt most days like an open wound, a bleeding gash he fought to keep hidden since Megatron would never allow him to grieve.

"Not that I want to," Knock Out thought as he glanced over at his leader. Their gaze met. Knock Out quickly looked away. Primus forbid he should attract the tyrant's attention. He already had enough to do today, he didn't want anything else.

10%.

Knock Out vented a sigh, frustrated. He took out a datapad and scrolled through reports. He read through abstracts before signing a few. What thankless work. What a waste of his time and talents. He was given a flashy and drop-dead sexy chassis for a reason and this certainly wasn't it.

He glanced at Megatron out of the corner of his optic. He was staring. "Alright, stare at me, bad boy," he thought, "Let your optics get their fill of how hot I am, just don't give me anything else to do."

14%.

Another glance. The same blood colored optics were on him. Knock Out shifted his weight, giving Megatron a less enjoyable view. He was making him nervous and Knock Out didn't like it when he was flustered. Absentmindedly, he started humming softly, trying to ease his mind. He knew he shouldn't let Megatron get under his armor as much as he did, but he had a string of failures since Breakdown's passing leaving the warlord to question his worth. Knock Out learned quickly that Megatron's temper wasn't something to meddle with.

"You have done well to hide your grief if you indeed are experiencing any over Breakdown's loss."

Surprised, Knock Out turned to face his lord. Why would he bring that up? "I have been busy serving you, my liege," he replied with a slight bow.

19%.

"Haven't you ever wondered why you've been at my constant beck and call? Why I sent you to retrieve the relics? Why I've given you what you needed when you were least deserving?"

Knock Out was not in the mood for one of Megatron's mind games. He racked his CPU, trying to figure out any reason as to why he would bring Breakdown up. Was he supposed to have noticed something? The only thing Megatron had given him as of late was a more than useless bug and a chance to redeem himself using the resonance blaster. Knock Out didn't know what Megatron was getting at. He decided to go around his master's onslaught of questions. "I expected you would have wanted me to move on the moment Breakdown's spark stopped beating," he answered, "I can't imagine you would want an overly emotional medic."

"I am the reason you haven't grieved?"

Knock Out stopped, questioning himself. Had he done something wrong to incite Megatron to torture him about Breakdown's loss? There was no other reason for his leader to have this discussion with him, was there? Megatron was not one to discuss sentiments, particularly his.

"I've heard rumors," Megatron continued, "Rumors that Breakdown betrayed you for Airachnid, rumors that you were sexualizing Optimus Prime."

Knock Out cringed, feeling the sting of his leader's words. He didn't want to talk about this. He had lived through it; that had been enough. "Are you jealous, my liege?" he asked, knowing it was out of line for him to ask such a thing, but if it meant leaving this conversation behind, so be it.

Megatron glared at him, "Should I be, Knock Out?"

"I live to serve you and I am more than willing to offer my services, Lord Megatron."

"Are you?"

Knock Out stared at his leader. "Depending on what they are," he said.

"How loyal are you, doctor?"

"Have I…done something wrong?"

"You always are doing something wrong," Megatron said as he suddenly approached his medical officer, "Your vanity is always out of check, always growing on my last nerve, wearing my patience thin. I can't help but think it has to do with Breakdown's passing. You have been…different."

Knock Out winced. Just what was he getting at? First mentioning Breakdown, then mentioning that he had offered him things when he was least deserving, then mentioning Breakdown betraying him and him fantasizing over Optimus, now he thought his behavior was different? "P-Perhaps, my lord, your anger is misplaced," he suggested, but then he wanted to bite his glossa.

"Are you so vain you haven't noticed?" Megatron bellowed as he reached Knock Out, stooping over him. He didn't hesitate to invade his personal space.

Knock Out cringed again as he took a step back. He was supposed to have noticed something? Why was Megatron bringing this up now of all times? Was it because they were alone? He hadn't done anything to try to get his leader's attention. Why all this?

"M-My liege—

"Did I not offer you protection when you were vulnerable?"

"Protection?"

"Did I not let you get your revenge on Silas for not only dissecting Breakdown but for turning him into an abomination as well?"

"My liege," he reiterated, "I have been distracted from my personal thoughts and feelings since I have been so busy serving you. I haven't had time to notice anything."

Megatron stood back to his full height, circling him like a predator would its prey. Knock Out watched him, baffled. Had Megatron been trying to protect him? Had Megatron been trying to appease him? There was no reason for him to be concerned about one so lowly as him.

"Have you been recharging adequately at night without Breakdown there?"

What?

"I'm recharging fine—

"Soundwave has brought it to my attention that you have been suffering from nightmares."

"My lord, have you been spying on me?"

"You're angry at him, that's why you haven't grieved."

Megatron gave him protection when he was vulnerable. He allowed him to dissect and kill the skin-job that desecrated Breakdown. He brought up the possibility Breakdown had betrayed him. He wanted to know why he hadn't grieved. He wanted to know if he should be jealous that he fantasized over Optimus. He was aware that he had nightmares. Megatron had been watching him closely. He was angry because he hadn't noticed. Knock Out's optics suddenly widened in stunned disbelief.

"Lord Megatron…have you been trying to get my…attention?"

"I see you've finally noticed."

"Is it surprise that I hadn't, Lord Megatron?" he spoke quickly, ignoring formalities, "You're always so quick to lash out against me I can't help but question my worth to you."

"If it's true that you favor Optimus Prime over me, then you should question your worth."

Knock Out growled, glancing over to the terminal. 39%. "I'm recharging fine," he mumbled, not knowing what else to say.

"You're lying," Megatron said as he stopped his pacing. Knock Out felt his master's optics roam his small chassis before he said, "It must be hurt to be scorned by a lover. Tell me Knock Out, what hurts you the most: the fact that Breakdown betrayed you or the fact he was killed by the one he betrayed you for?"

"Do you wish to belittle me?"

Megatron smirked, "Is my question too sensitive for you to answer?"

But Knock Out fired back, "Did you like it when I attached that new arm of yours? Did it give you some kind of sexual gratification? Is it red in my honor?"

Megatron growled at him like some wild Earth animal. Knock Out groaned as he was pinned mercilessly against a wall, his master bearing down upon him. "You would do well do remember your place, Knock Out!" he seethed.

"My place is—was at Breakdown's side!" he lashed back, surprised by his own outburst. His bottom lip quivered and he quickly looked away from his master.

"I should punish you for speaking to me in such a way, but I sense this inner turmoil you have been suppressing is punishment enough."

"Astute observation," Knock Out remarked sarcastically, squirming against his leader. He froze suddenly when he felt a clawed finger trace up his thigh. "What have I done to capture your attention in such a way?" he asked.

"What haven't you done?" Megatron breathed.

Knock Out's whole frame shuddered as a clawed hand tilted his face upwards. Before he could protest, Megatron's mouth components were against his. Knock Out arched his back in surprise as Megatron eased his hand around his back, spinning his tires and toying with his struts. He reached up, grasping at his master's wrist unsure if he wanted to pull the tyrant's hand away or melt against him. He found himself kissing back, trying to match his leader's intensity.

Megatron chuckled. "You are much sweeter than I anticipated," he hummed, his mouth ghosting over Knock Out's as he broke the kiss.

"And you're as brute as I can remember, my liege," Knock Out replied, determined to keep his wits about him. "But I must warn you to be careful, my lord. You don't know what you're getting yourself into," he purred.

"I am getting into you, one way or another," Megatron replied as he guided him towards the computer terminal.

Knock Out allowed himself to be pushed against the terminal before he was lifted onto it. The Decepticon leader held him there, pulling him into another forceful kiss. He groaned as he felt thick claws dig under his armor plating, stroking over pleasure nodes. He chuckled, "Don't be shy, Megatron. I like it rough."

"You will regret saying that," Megatron growled, nipping sharply at Knock Out's neck cables.

The doctor cried out as Megatron crushed a pleasure node, his claws no longer sparing his finish. Knock Out cringed as his leader scratched and groped his way down his plating, trailing kisses along his neck. Megatron spun one of his tires, causing him to hiss with unexpected pleasure. "My dear medic," he purred, "Did you squirm this much for Breakdown?"

A sharp moan escaped Knock Out's throat as sharp claws traced along his transformation seams. He wasn't going to let Megatron get away with this. In one swift motion, he wrapped his legs around his master's waist, pulling him close. He grinded his panel against Megatron's, eliciting a hiss from his leader. He teased, letting his thin servos grope between Megatron's armor plating. He flicked pleasure nodes, he caressed them, he pinched wires, he stroked them.

Knock Out's engine revved as Megatron's mouth components crushed against his again. This time the sports car's lips deviated. Megatron shuddered as he trailed kisses downward across silver chest plates. He went further downward, hissing as Megatron sharply spun both tires on his back. Lazily, Knock Out traced his glossa across Megatron's heated panel.

All at once, Megatron pulled Knock Out from the terminal, causing him to land roughly on his knees. The medic glanced up unsure until Megatron's panel retracted, revealing his large spike. Knock Out smirked, his own panel warming at his leader's size. "Do not keep me waiting, Knock Out," Megatron growled.

"As you wish," he replied. He teased his glossa around the tip before taking the spike in his mouth and carefully grinding his denta against it.

"Mmmhh, yes doctor, that's it," Megatron purred as he cupped his hand around the back of Knock Out's helm.

Knock Out continued to suck him, teasing the large spike with his glossa, deep throating. Teasingly he traced his fingertips around the back of Megatron's thigh before tickling pleasure nodes and seams around his master's aft. A feral growl rumbled free from Megatron's throat and Knock Out suddenly felt himself hoisted roughly back onto the terminal.

"Open your panel, Knock Out."

He obliged and flinched as Megatron's fingertips traced around his port, exciting pleasure nodes and causing his chassis to ripple with unexpected pleasure. Knock Out was unable to keep from moaning, writhing as his leader inserted two fingers into his port and began teasing the nodes inside. "M-Megatron…" he breathed.

"So wicked, my dear," he rumbled against the medic's throat, causing him to gasp, "So sweet. Breakdown was a fool for betraying you."

"P-Please, my lord…"

Megatron continued to finger him, thrusting his thick claws in and out of Knock Out's port, squeezing pleasure nodes, caressing them, twisting muscle cables around his fingertips as he kissed his way to Knock Out's mouth. "You are no longer Breakdown's," he breathed between rough, possessive kisses, "You are mine."

Knock Out cried out as Megatron suddenly thrust his spike into him. His servos dug into the terminal. "Careful doctor," Megatron teased, "You'll interrupt your data log transfer."

"Wh-What percent is it at?"

"69."

"How…fitting," Knock Out moaned as Megatron eased back only to thrust into him again.

Megatron pulled his hips closer, his claws digging into Knock Out's waist. "My, doctor," he breathed, "You feel…nngh so good."

Knock Out sighed as Megatron bent over him, recapturing his lips with his. His fans whined loudly as he wrapped his legs around Megatron's waist. Knock Out turned away from the kiss, a soft blush of pleasure on his face. He shuddered as Megatron kissed his neck cables. His thrusts were more powerful than Breakdown's. He was larger; his spike hit nodes Knock Out wasn't even aware he had. He could feel lubricant dripping down his port and onto the floor.

"H-Harder," he breathed.

Megatron gratefully obliged, causing Knock Out to mewl as his master tore into him. His frame rocked with every thrust, he dug into the computer terminal, data log transfer forgotten as he tried to steady himself. Megatron pressed his large frame against the sports car's, his metal grinding against Knock Out's erect spike as he continued to drive himself into his medic.

"Megatron…"

"Close, Knock Out?"

Knock Out gasped, throwing his head back as Megatron's claws teased his headlights. He scraped his fingertips over the glass as Knock Out writhed and shuddered beneath him. Hungry, Knock Out pulled him back into a rough kiss. His core felt like it was about to explode as his legs began to tremble. His muscle cables tightened around Megatron's spike, causing the warlord to groan.

"Such a striking mech…" Megatron breathed.

Knock Out whimpered, grasping onto Megatron's large frame. He shuddered as Megatron snaked his arms around his back, squeezing his tires. He let his lips find his master's just as his body convulsed roughly. He growled as hot, sticky transfluid spurted from his spike, splattering onto Megatron's torso as well as his. His port constricted as waves of pleasure rippled through him.

Megatron, however, wasn't finished. He eased back, chuckling against Knock Out's throat before taking the medic's spike in his hand and stroking it briskly. Knock Out groaned as he felt another overload quickly building. Megatron thrust faster, deeper, his strokes in time with his thrusts.

Knock Out's system's whined loudly as they tried to cool his already overheated frame. His optics flickered as he spread his legs wider, allowing Megatron a better angle. Moments later, his back arched and he cried out again as he overloaded. This time Megatron fell with him and Knock Out shuddered as he felt spurts of transfluid fill him. Megatron grunted, giving a few more strong thrusts until his spike was completely empty. Lazily, he kissed Knock Out.

"My liege," the medic murmured, too exhausted to kiss back.

For a moment, the sounds of heavy breathing and wet, sloppy kisses filled the command center. They were drowned out by Megatron's gentle laughter as Knock Out slipped into recharge.

"You wouldn't just forget me, would you?"

Breakdown looked to his partner, his optics heavy with guilt and sadness. "I can't forget you, Knock Out. But things…things are different now, you know?" the ex-Wrecker replied.

"What's the spider have that I don't?" Knock Out quipped, "You want me to grow six more legs?"

"What's Optimus have that I don't?"

"That has nothing to do with—

"It still hurt, Knock Out. I was right there when you flirted. I heard you whistle, I heard what you said, whether you meant it or not. You've always had a wandering optic. You've always acted like I just wasn't good enough."

"Oh, and Airachnid makes you feel like you are? That wretch will kill you."

"It already feels like you're killing me."

Knock Out awoke with a start, gasping into the darkness as he trembled. He shook his head, trying to squish away the memory of his dream. He sat up, glancing around as he tried to calm himself. He vaguely recalled letting Megatron frag him in the command room. He recognized he was on a berth, which meant he was no longer in the command center.

"You're in my personal quarters, if you're trying to figure out where you are," came a voice next to him.

Startled, Knock Out looked over only to catch Megatron's gaze. "My lord," he remarked, "I-I must go."

"I wish you wouldn't. Did you have a bad dream?"

Knock Out didn't say anything, but his silence provided his answer.

"I can offer you little as a means of recovery. I've done what I thought was best, but it is proving to be inadequate for you. I cannot force you to move on, Knock Out."

"Can't you?" Knock Out asked sarcastically and listened as Megatron smirked.

"Decepticons do not easily admit to love, nor do they recover quickly when it is ripped away from them."

"I lost him before he was dead."

"I had ordered Dreadwing to do away with Airachnid," Megatron replied, "He took Breakdown with him. Breakdown must have been aware of what their purpose was."

"It sure didn't turn out like it was supposed to. Instead Breakdown was the one who was slaughtered and his parts left ripe for the picking. No one seems to care whatever became of Airachnid. I am well aware you attempted to extinguish her spark, but even you failed."

Megatron growled, angry. "Do not be angry with me," he threatened.

"I have every reason to believe he slept with her given the way spiders mate, particularly black widows."

"Oh?"

"When black widow spiders mate, the female kills and eats the male. It's known as mate cannibalism. Though we know Silas took Breakdown's remains, Dreadwing reported there was not an ounce of energon left behind. It's unlikely MECH would have taken the time to clean up Airachnid's mess. More than likely she fed upon the very energon that kept him alive before she ripped him apart," Knock Out explained, "She had no other excuse for killing him. And I warned him."

"You don't see his death as punishment for him betraying you?"

"I didn't want to lose him! He meant everything to me," Knock Out cried, desperately blinking back the lubricant that had suddenly filled his optics. He refused to cry in front of the leader of the Decepticons. He was better than that. Breakdown was undeserving of his tears and Megatron was not forgiving enough to see them.

"Knock Out…"

"I can never have him back, Lord Megatron. He left me with nothing to move on from."

"You may grieve."

"I cannot mourn for him until I can forgive him, but he's not exactly coming back to say he's sorry now is he?" Knock Out replied, a single tear slipping from the corner of his optic. He felt relief sweep over him as Megatron suddenly pulled him back down on the berth. He pinned him down as he pressed his lips to his, kissing him forcefully.

Knock Out let a small purr rumble free from his throat as Megatron kissed him deeply. "You give me reason to ache for you, more so than you ache for Breakdown. You have not been alone all this time, like you thought."

Knock Out sighed as Megatron settled back beside him on the berth. His engine hummed gently as he snuggled up into the tyrant's larger frame. "If the invitation still stands, my liege, perhaps I will stay here tonight…"

Megatron wrapped an arm around him, pulling him closer. "The invitation stands for tonight and for nights to come. I will wake you should your dreams become too much. I don't expect you to ever forget Breakdown, but I do want you to move on. Things do have a way of improving."

Knock Out just smiled as he closed his optics, "I think they already are."

The end. But please feel free to shoot me some feedback. Good, bad, whatever it is. I aim for the chance to improve.