AN: This is a re-upload of an old fic.

Ultra Magnus can hardly believe his good fortune in capturing this particular Decepticon. Not only had Starscream already proven useful to Perceptor et al for his unique coding, which just might give the Autobots the flight capabilities necessary to even the scales in the war, but Magnus had found several other uses all his own. He wasn't sure how secret he'd managed to keep his little amusements, but Sentinel Prime didn't have the sparkplugs to challenge his authority, no matter how he might gripe in private.

Ultra Magnus was currently in the brig, a place he'd been spending more and more time lately. The clean, sterile white walls seemed at odds with what he was doing. He had Starscream on his knees in front of him, wrists cuffed and bolted to the thick collar 'round his neck, thighs spread with a sturdy bar, mouth jammed with Magnus' thick spike. The jet was moaning like a pleasure-drone, optics shuttered and his claws curled into fists. He had a ring 'round the base of his spike to disrupt the current and prevent an overload, and Magnus had stuffed a particularly large vibrator in his port, another, smaller toy in his exhaust. That had actually brought a strangely endearing blush to the 'Con's faceplates, Ultra Magnus recalled. Starscream's hips kept giving little involuntary jerks, and Magnus could see his thighs and abdomen were taut. There was a little pool of pearlescent pink lubricant growing on the floor under Starscream, and Magnus gave a sharp push of his hips when he saw it. He had one hand on the back of Starscream's helm, one on the top of his wing, and he held him firmly in place while he fucked his mouth.

The most surprising thing about the whole arrangement was how pliant Starscream seemed to be. Ultra Magnus didn't really care whether Starscream wanted this or not – he was a prisoner, he would take whatever he was given and deserve it – but it was gratifying nonetheless when the sleek, pretty jet got on all-fours for him voluntarily and held his aft up high in invitation. So much so it made the old mech's spark jump a little, but he quashed that feeling. He hadn't had another mech show much interest in him in vorns, so it was predictable, but still rather sad, he thought.

He was close to overload, and his movements became rougher. He could feel Starscream's throat work around the head of his jack as he began to gag, but Starscream was better than that. He gave a long, high moan and Ultra Magnus felt the vibrations run through his spike and all the way up to his spark. He held Starscream's helm with both hands and grit his teeth, coming hard down Starscream's throat with a low groan. He felt Starscream begin to choke, and then swallow instead. The jet whined as Magnus pulled back, his jack slipping from Starscream's lips. He looked down to see Starscream gazing up at him with dark optics, panting, Magnus' transfluid glistening on his lips and chin. The jet gave another pained whine and twitched his hips. His wings were arched back, his whole body taut as a bowstring.

It took Magnus a few intakes to get his equilibrium back, during which he watched Starscream gasp and grind his hips down on those toys as much as he could, given his limited movement. He licked the transfluid off his lips and arched his back, and he kept making those desperate little whines and moans.

"Please... Please..."

Magnus was surprised, but not all that shocked. Starscream had struck him as a mech who would do anything necessary to get what he wanted, even if it meant sacrificing his dignity to do so. Right now, Starscream wanted an overload – badly. If he thought begging was the way to get one, then that was what he'd do.

"Please what?" Magnus said. He reached down, his touch a little gentler this time, and tilted Starscream's chin up.

"Come on you piece of Autobot trash," Starscream said, the words coming out in a jumbled rush, followed by a needy whimper. "I didn't know you Autobots – nngh – resorted to t-torture – ahh!"

Magnus sank to one knee and pulled Starscream into a messy, rough kiss. Starscream bit, but Magnus closed his hand around Starscream's spike and the jet moaned and melted against him. Starscream panted against his lips when Magnus broke the kiss, and Magnus noticed the Decepticon's optics were shut tight again. Magnus moved his free hand back to Starscream's wing, gripping the top edge hard before circling firmly down over the flat of it, over the sensitive brand. Starscream mewled and curled closer to him. "Primus, please..."

"You want an overload?" Ultra Magnus said. He was smiling, revelling in the easy superiority in combination with just watching Starscream. The seeker was beautiful, especially when completely undone like this. He suspected part of it was Starscream putting on a show, but he didn't really mind.

Starscream gave a shaky "mhmm," but Ultra Magnus decided he wasn't going to be that lenient.

"What was that, Decepticon? I didn't quite hear you."

Starscream snarled and bared his sharp teeth. "You're one sick-sparked old glitch," he spat. He licked the side of Ultra Magnus' face, a hungry, bestial action that seemed at odds with the insults. "Just let me overload, for s-spark's sake, please."

"Hmm... All right," Ultra Magnus said slowly. He made a half-hearted show of considering, but in truth he wanted nothing more than to see Starscream come under his touch. He reached down and removed the ring, in the same movement stroking Starscream's jack in a firm, circular motion. Starscream's helm rested against the side of his own, and Ultra Magnus could feel his intakes hot against his audio sensor, hitching in little high-pitched gasps for only a couple seconds before Starscream gave a pained wail and arched his back, lifting his hips as much as he was able, and shuddered through a hard-earned overload. Ultra Magnus growled and bit at the cabling at the side of Starscream's neck, earning another little shiver through the seeker's straining body. Afterward Starscream leant against him, still rocking his hips slowly, and it was almost nice, but Ultra Magnus was nowhere near getting attached. He wasn't stupid.

He jumped a little when Starscream kissed the side of his helm. He sank down onto his heels, leaning back and holding Starscream's collar with one hand. Starscream's expression was lazy and satiated, his faceplates visibly hot. "Not bad, for an Autobot," Starscream purred. He licked his lips again and Ultra Magnus jerked him forward for a kiss.

Ultra Magnus stayed close, his lips still ghosting over Starscream's as he replied, "Not bad yourself. For a Decepticon."