A/N: I got a lot of requests to make a second chapter for this using another Disney song. Well, I don't know that many Disney songs, so instead I based this off of another song that makes me think of KO and BD.

Their relationship in this story is written as friendship. Can be seen as a ship if you're wearing the right glasses. (April 2016 edit: Screw it, they're gay.)

Disclaimer: I don't own any of these adorable dorks.

Based on Owl City's song "Up All Night". (For those of you who don't know him, he did "When Can I See You Again" for the movie "Wreck-it-Ralph", and "Take to the Sky" for "Legend of the Guardians".)

Not really any plot here, just a lot of feels.

The Autobot's had won the war! Megatron, now Galvatron, was wandering Cybertron, Starscream and Shockwave were still in hiding, Soundwave was stuck in the shadow zone, and any Vehicon's that hadn't been killed were working to restore their home planet to it's former glory.

As for Knock Out. He knew better than to stay with the losing team, and without a second thought had joined the Autobot's. There were times of course when he would get extremely frustrated with them and their Autobot ways, especially with their medic, who thought that since he was older and more experienced that he should do all the medical and scientific work himself. It was really annoying.

But it was better than sitting in a cell without his buffer, or worse, having to do manual labor with the Vehicons.

Currently he was on Earth, not for a mission or anything like that, he was just having a hard time recharging and needed something to take his mind off everything. A nice drive around that dirtball he had gotten so attached to should do the trick. So he had snuck through the space bridge and back to the Autobot's old base. He made sure to bridge himself outside the base so as not to accidentally wake Ratchet, who was still stationed on Earth.

Almost immediately he transformed and drove out of the base and down the road.

He drove down the highway, trying to clear his mind and relax. Maybe a little human music would help distract him. He switched on his radio and searched for a local station. After filtering through a lot of static he found a station that had just started playing the intro to some electronic song by the sound of it. Not his favorite style of music, but it would do. He listened to the lyrics when they started playing.

"I fell in love with a ghost
Oh, under the moonlight
You took my hand and held me close
For once I was alright"

"I cried and the tears fell from my eyes
Like a waterfall

And I swear I could feel you in my arms
But there was no one there at all"

He found he was wanting to turn off the blasted thing and at the same timed he wanted to hear the rest of the song. Torn between the two he settled for listening to the rest.

"You were my clarity, I swear
Alone in a daydream
Yeah there was magic in the air
And you were right here beside me
Held down like an angel with no wings
I wanna fly again
I just can't get you off my mind
And now I'm gonna be up all night
Whoa oh oh oh"

"Its tearing me up inside
I just can't get you off my mind"

Why did this song have to play? Just listening to it made him miss his partner even more.

"I tossed and turned in the end
With no one to talk to
I searched again and again
But I never found you"

"I cried and the tears fell from my eyes
Like a waterfall
And I swear I could feel you in my arms
But there was no one there at all"

Oh, Breakdown.

"You were my clarity, I swear
Alone in a daydream
Yeah there was magic in the air
And you were right here beside me
Held down like an angel with no wings
I wanna fly again
I just can't get you off my mind
And now I'm gonna be up all night
Whoa oh oh oh"

"I'm gonna be up all night, whoa oh oh oh
I'm gonna be up all night
I don't wanna say goodbye
Its tearing me up inside
I just can't get you off my mind
And now I'm gonna be up all night"

As the chorus played again he turned and quickly raced back to the base. If he had been in his bi-pedal mode he would have been crying, not that he would let himself be caught doing such a thing.

"Whoa oh oh oh
I'm gonna be up all night, whoa oh oh oh
I'm gonna be up all night
I don't wanna say goodbye
Its tearing me up inside
I just can't get you off my mind"

"You were my clarity, I swear
Alone in a daydream
Yeah there was magic in the air
And you were right here beside me
Held down like an angel with no wings
I wanna fly again
I just can't get you off my mind
And now I'm gonna be up all night"

Even though the song was opening the wound he thought had healed, he couldn't bring himself to turn the radio off. It was almost like he liked this song, in a sad crazy kind of way, like it made him feel as if Breakdown was listening with him.

"(Gonna be up all night)
(And now I'm gonna be up all night)"

"A whisper on the air
Made my heart rate fall
When I heard you call
And I swear, I could hear your voice in my ear
But there was no one there at all"

He reached the base by the time the song had ended and he quickly shut off the radio.

Then he realized that he would have to go inside the base to activate the ground bridge and risk being caught by Ratchet. It was either that or spend the night outside and hope Ratchet left in the morning before the other Autobots discovered he was missing and have Ultra Magnus declare him going AWOL...Yeah, he'd rather risk waking Ratchet.

He snuck in as quietly as he could, but it didn't matter. There Ratchet was, standing at his desk and looking at him.

"What are you doing here?" He asked.

Knockout hadn't thought of a story to tell so he just told the truth and hoped the medic wouldn't think him weak for it. "I couldn't recharge and was taking a drive. I'm gonna go back now...If...that's alright."

"Of course, go ahead."

Well, that was easy. He quickly typed in the coordinates and walked through the bridge when it appeared.

After Knock Out was gone Ratchet reached behind what he had been working on and retrieved the radio he had stashed behind it when he had heard the ex-con drive up.

What did I tell you? No plot, just feels...Wait, is that a plot? Who put that there?

Black Falcon, out!