Electricity crackled around Sideswipe, giving the air a metallic tang. The energy made his plating tingle. But the unpleasant sensation was the least of his worries. He fought against his restraints as the snakelike Decepticon came closer.

"Hey, how about you untie me and I shake your hand—things?" Sideswipe stammered in an attempt to distract the other robot. The giant snake paused. For a split second, Sideswipe hoped he was actually considering the suggestion—but then the 'Con started laughing. A high, grating laugh that suggested the owner was a few bytes short of a hard drive.

A weak chuckle escaped Sideswipe's throat. Hysteria, he guessed, since there certainly wasn't any humor in this situation. "It's…not that funny…"

The 'Con didn't seem to care whether it was funny. He slithered over to Sideswipe, still giggling madly. Sideswipe felt a chill down his spine strut as a bevy of surgical tools came into view. He couldn't guess what they were used for, but none of them looked friendly. He wanted to shout for help; he wanted to fight, to run, anything to get away from this lunatic. But his body had frozen up, paralyzed by a fear stronger than any he'd ever felt. It wasn't until the first drill pierced his neck cables that he gained enough control to scream—

"NO!"

Sideswipe hit the ground with a jolt. He scrambled backwards, reaching for his sword to fight off the 'Con—

But Vertebreak was nowhere to be seen. The lab full of crackling medical equipment was gone, replaced by shelves of metal junk. A star-studded sky stood in place of the concrete ceiling Sideswipe had just been looking at.

He was in the junkyard. Vertebreak was in a stasis pod, and Sideswipe's head was firmly attached to his body. Sideswipe leaned back against his berth, his venting rough and uneven. He shook his head, trying to clear the disturbing images from his nightmare. But the memories lingered: the zapping electricity, the cackling voice, the fear…the horrible, intolerable feeling of helplessness.

"There's nothing to be afraid of, Sides," he whispered to himself. "That's over. It's all over. You're fine." He moved to rub his forehead and noticed that his hands were shaking. Great. Sideswipe glared at the hand as if he could intimidate it into stillness. The fingers continued to tremble. With a growl, he slammed his fist into the ground. He shouldn't be like this. The other members of the team had had bad experiences, too—Strongarm had been captured by Steeljaw, Fix-it had been turned into in improvised limb, and Grimlock had been possessed, for bootin' up cold! So why didn't any of them wake up screaming in the middle of the night? Why couldn't he shake off the Vertebreak incident; what was wrong with him?

Letting out a disgusted sigh, Sideswipe got to his feet. He knew from experience that trying to recharge was pointless; the nightmares put him too much on edge. He snuck as quietly as he could to the front gate. The scrapyard was pretty spacious, but after reliving the experience of having his head removed, it felt too confining. He need to drive—try and lose his anxiety in activity.

Sideswipe pushed the button to open the gate. He winced as it squeaked open. If it was too loud, the other bots would wake up and he'd have to explain why he was trying to sneak out. And he did not want the team knowing about his nightmare problem. He didn't want anyone to see him when he felt so weak—

That thought made him pause. Instinctively, Sideswipe glanced back into the junkyard toward the medical area. Back where Knockout was recharging. As a sparkling, Sideswipe's first reaction to bad dreams had always been to run to his guardian. He'd done it more times than he could count. Knockout would mutter reassurances and make room for the sparkling to recharge next to him. Somehow, just being close to his guardian made the fear fade away.

Sideswipe brushed the thought aside. It was stupid; he was too old to cry into someone's shoulder. He transformed into his vehicle mode and zoomed out of the junkyard, determined to get his mind in order.

Air rushed over his grille with an invigorating chill. The feeling of speed soothed Sideswipe somewhat. But he couldn't appreciate it as much as he usually did. His imagination kept turning the wind's howl into shrill laughter, the scrape of gravel into the grating of surgical instruments on plating. It threw Sideswipe's anxiety into overdrive. Giving up, he pulled off the main road and transformed. A few minutes of walking took him to a bluff that overlooked the city—shielded enough that passerby wouldn't notice him, but open enough that he could enjoy the view.

Sideswipe settled himself against a tree—it made him feel better to have something at his back. Small noises penetrated the darkness of the forest, wreaking havoc with his imagination. Sideswipe sighed frustratedly. This paranoia was going to short out his processor.

"Stupid freak 'Con and his stupid experiments… it wasn't enough for him to steal my body, he had to take my sanity, too?" Sideswipe huffed and punched the ground again. The action made him feel a bit better. He slammed his fist into the dirt again, and then again, imagining it was Vertebreak he was pummeling. "Slagging, psycho excuse for a doctor…"

The crunch of heavy footsteps made Sideswipe tense up. He whipped around, reaching for his sword. But the panic quickly subsided as he saw Knockout making his way up to the bluff.

"Lousy organic scrap," the medic cursed softly as he stumbled over a bush. Sideswipe felt relieved and annoyed at once.

"What are you doing out here, Knockout?" The youngling asked, taking his hand off his sword.

"Keeping an optic on you," The medic replied. He met the young mech's gaze with a questioning look. "I thought I heard someone yell back in the junkyard—and then you sneak out and drive up here. That's cause for concern, in my experience."

Sideswipe frowned and turned away from his guardian. "I'm fine."

There was silence from the medic. Then the crunch of leaves and twigs as Knockout walked over and settled himself next to Sideswipe. Sideswipe tried to ignore him, instead focusing on the lights of the distant city.

"Nice view," Knockout remarked. Sideswipe kept quiet. He could feel Knockout's scrutiny on him—the medic's gaze was practically boring through his helm.

"…Sideswipe…" Knockout said gently after few minutes. The youngling glanced at his guardian.

"I hate it when you do that," Sideswipe muttered.

"Do what?"

"When you just stare like that, until it gets so awkward that I have to say something."

Knockout smirked, but it quickly vanished. "What's wrong, Sides? I can tell something's bothering you. It could help if you talk about it."

Sideswipe fidgeted uncomfortably. His pride chafed at the invitation, but Knockout was right. Maybe talking it out would help him get over his… problem. Before he knew it, Sideswipe found himself explaining about Vertebreak, and the lab, and his own inattentiveness that had gotten him captured. And what happened after…

"He what?!" Knockout leapt to his feet when Sideswipe mentioned the cybergrafting. He paced around the clearing, seething. "That glitch could've killed you, trying to do a body transplant! I should drag him out of his stasis pod and give him a taste of his own medicine—"

An involuntary shudder ran through Sideswipe's frame. "Please don't. I'd rather he stay where he is."

Knockout stopped, fury extinguished. He hastily knelt down next to Sideswipe and wrapped an arm around him. "Oh, Sides… I'm so sorry you had to go through that."

Sideswipe instinctively leaned into the contact, trying to fight down the fear that was bubbling up again. "It's not a problem when I'm awake—but the nightmares won't stop, and…" He shivered against his guardian.

"What's wrong with me?" Sideswipe whispered. "Why can't I shake this off?"

Knockout rubbed the youngling's arm. "It's a natural reaction, Sides. Few bots come out of traumatic experiences unscathed. I've known soldiers who ended up catatonic, or too paranoid to ever leave their quarters."

"So it's not ever going to stop?! I have to deal with this the rest of my life?" Sideswipe offlined his optics, trying to shut out the world. "I just want to forget about it…" he sobbed. "I don't want to feel so weak."

"You're not weak, Sides." Knockout said firmly. "Don't confuse fear with weakness. You've been hurt, and it's going to take some time to heal; that's natural. Be patient with yourself."

Sideswipe said nothing. He didn't want to be patient; he wanted the problem solved now. He sighed. "I never thought I'd miss being a sparkling…" he murmured. "Things were a lot simpler then."

Knockout chuckled softly. "They were. I'm afraid growing up has its price." He paused. "But you know… if you wanted to be a sparkling again, for just one night… I won't tell anyone."

Sideswipe was silent. His pride stung a bit at the offer, but…it was more tempting than he cared to admit. And it wasn't as if any of the others would ever have to know.

Sideswipe snuggled in closer to his guardian. Knockout shifted so the youngling could lie more comfortably against his chestplates. He started humming a tune—a lullaby he'd used to sing to Sideswipe when he had trouble recharging. Sideswipe offlined his optics again. He could hear Knockout's spark pulsing, a slow beat blending into the lullaby's melody. The smell of antiseptic and Caranuba wax drifting up calmed his own spark.

It didn't fix anything, not really… but for tonight, Sideswipe was at peace.

Sometimes, you just need to be cuddled.