I was pretty attracted to the character of Sideways since I learned about him before seeing Revenge of the Fallen. The second I did see the movie, I went out and bought the toy. He got a disappointing amount of screentime, but I love him none-the-less. It seems my favorite characters tend to range in the area of robots that pop in for 40 seconds, say absolutely nothing, and then die (say hi to everyone, Bonecrusher! XD). Actually, I do believe that by this point Sideways may be my favorite Decepticon from RotF.

I don't know how the idea for this story popped into my head, since I never really thought of Demolishor and Sideways' relationship this way until...four hours ago, actually...it just popped into my head and demanded that I write it. I guess the way I've been seeing their relationship for all of four hours now is that they'd be almost like family by the time the Autobots confronted them in Shanghai. Demolishor was apparently defending Sideways (and I guess there were others? His bio mentioned his charges in the plural form) since he's too scared to fight for himself. The way the bio worded it made me think that he possibly cared about the Decepticons he guarded.

"'Cause nobody wants to be the last one there

And everyone wants to feel like someone cares

Someone to love with my life in their hands

There's gotta be somebody for me like that

'Cause nobody wants to go it on their own

And everyone wants to know they're not alone

There's somebody else that feels the same somewhere

There's gotta be somebody for me out there"

-Nickelback: Gotta Be Somebody

Sideways jerked out of his sleep, screaming. After calming down enough to realize that it was only a nightmare, he transformed into his robot mode and curled up against the wall of the garage he was hiding in for the night. Shaking and fighting the urge to cry, he looked around anxiously and scanned his surroundings to make sure he truely was safe. Nightmares feeding off his fears and insecurities were becoming all too common for him, and he was losing recharge over this. Unfortunately for him, the universe was a very big place and Sideways was so very small and, compared to many larger members of his race, was also very fragile. He couldn't help but feel weak and helpless. No wonder the other Decepticons always made fun of him. Even Barricade, who was roughly the same size as him, was braver than he was. He felt so ashamed for being such a coward.

Determining that the coast was clear and no Autobots would harm him like in his nightmare, he lay back down against the floor but did not attempt to go back to recharge. He wouldn't be able to if he tried. He was alone and he knew it. There'd be no one to look out for him. Entering sleep mode would render him defenseless, and even though he knew there were no nearby threats, memories of being tortured and killed by Autobots or even larger Decepticons in his dreams made this a risk he did not want to take.

Sideways struggled under Sideswipe's weight, trying to squirm away in a panic. He didn't want to come here, and this was why. Unfortunately he had no choice in the matter, as refusing orders would have led to Starscream exterminating his spark for insubordination. "Please don't hurt me! I didn't do anything!" he begged. "I'm just the messenger!"

"Where's Bumblebee?" Sideswipe demanded angrily.

"I wasn't told that much! I was only told to tell you Lord Megatron's demands!" Sideways replied, coolant tears coming to his optics.

"Liar! You know where he is!" Sideswipe snapped. Sideways was convinced that his Autobot rival was going to kill him here and now. He didn't know what to do to get him to believe him.

"I already told you I don't know!" Sideways sobbed. You're such a coward, the voice in his head told him. Any other Decepticon would have dispatched this Autobot by now. Instead you're lying face-down underneath him, sobbing into the ground and begging him for your life. "Please, please don't hurt me!" he pleaded desperately. He didn't even know who this Bumblebee was, let alone where he was. That information was irrelevant to the message he was supposed to deliver.

"Let him go, Sideswipe. I do believe that he knows nothing," Optimus interrupted. Sideswipe glared at Optimus, but knew better than to disobey his commander. Standing up, he released Sideways, but not before kicking him before Optimus could say anything to stop him. Sideways quickly scrambled to his feet, a grateful expression on his face. "What is it that you were sent to tell us, Sideways?"

"Megatron wants to make a trade," Sideways replied. "Your companion for the Allspark. He says that if he doesn't have it by tonight, the Autobot...um...I mean Bumblebee won't live to the next morning."

"You bastard!" Sideswipe snapped, about to pounce on him again. Sideways jumped back quickly, moving closer to Optimus for protection.

"Sideswipe..." Optimus scolded. He looked back at Sideways. "Is this all?"

"Yes. That's all I know, I swear!" he said frantically, as if he actually thought that Optimus would let Sideswipe kill him if he didn't give him any more information on where Bumblebee was.

Optimus stared down at the ground a moment. "Very well then. You may go." He did not fail to notice the look of disbelief that Sideswipe gave him when he just let him go.

Sideways smiled. "Thank you!" he quickly said before transforming and driving away. Any other Decepticon would have either said nothing and fled or used Optimus' trust to their advantage and attacked him. Sideways, however, was very grateful towards the Autobot leader for letting him live when anyone else would have killed him. He'd gotten out of that encounter alive, but who knew if he'd be able to pull off a similar stunt in the future?

Sideways shook his head, trying to stop thinking about one of his last memories on Cybertron. That had been terrifying for him, and he was certain that if the Autobot leader hadn't shown up and rescued him from Sideswipe's wrath, he wouldn't be alive right now to even think about it. He tried to think of something happier, something that could ease his mind so that he could sleep. What was there for him to think about, though? He was stranded alone on an alien planet surrounded by many beings that wanted him dead. Worse yet, he'd received confirmation in the form of a taunting message from Barricade that Sideswipe was among the Autobots that had made it to this planet. He never had any friends that he could think back on fondly, he never had a family of his own, having to practically raise himself, he pretty much had nothing his entire life. There was hardly anything happy for him to think about.

He heard someone approaching the garage he was hiding in and quickly transformed back into his vehicle mode before he was spotted. He debated with himself whether or not he should run. If he ran, he'd be a coward. If he stayed, he'd be in trouble, as this was a private garage and the human would likely be unhappy to find him here. Well, they always said to stick with what you knew, and all Sideways knew was fear and cowardice, so he did what for him was the logical choice and drove off quickly, surprising the garage's owner as he opened the door and fled.

He sped off through the pounding rain outside, no destination in mind. Having previously been safely indoors, he hadn't even realized that it had started raining. However this did explain some of the frightening noises he'd heard while hiding in the garage. He didn't know where to stop. Would he be safe if he stopped? That human could have told someone and they could be coming to look for him right this second. Sideways continued driving, letting his paranoia fuel his instinct to survive, until finally he could drive no more. Finding a wide open space with few humans around for miles, Sideways transformed back into his robot mode and collapsed to his knees in the rain, sobbing to himself. Looking up slowly, he jumped back in shock and fell onto his rear when he realized that there was someone else there.

A lone construction vehicle stood in the empty field in front of him. A human would have wondered what an unmanned excavation tool would be doing in the middle of nowhere during a rainstorm, but Sideways knew there was only one logical explanation for this. The vehicle had to be another Cybertronian. He watched the vehicle unfold and rearrange itself as it transformed itself into a robot. Standing on a single wheel with another one dangling in the air above it, the Constructicon in front of him watched him curiously.

"What's the matter? Why are you crying?" the Transformer asked with concern.

Sideways considered what to tell him. This Cybertronian was a stranger to him, and much, much larger as well. Fear overwhelmed him when he couldn't determine whether this other mech wanted to help him or hurt him. Choking back another sob, he finally opened his mouth to speak. "I'm scared," he replied with another sob.

The Constructicon gave him a look of sympathy. "Of what?"

"Everything," Sideways admitted with shame, staring at the ground. "I'm scared of everything on this planet. I feel like everywhere I go, there's something or someone there that wants to hurt me." He felt something brushing his shoulder and looked up to find that the other Cybertronian was stroking him. He was large enough that even standing at the distance he was from Sideways, he could still reach him.

"Are you scared of me?" the Transformer asked. Sideways only nodded. Brushing his hand against Sideways' face, he gave him a warm smile. "Don't be scared. Everything's going to be alright now." Sideways slowly got to his feet and stood there watching him. The longer he was in this mech's presense, the less fear he felt that he was going to hurt him. Sideways surprised even himself when he rushed forward and grabbed ahold of the Constructicon, or at least as much of him as he could reach, and cried into his armor. The surprised Constructicon wrapped his arms around him tightly and comforted him. "Shh...it's alright. Everything's going to be okay. I promise I'll protect you. Nothing is going to hurt you now," he promised.

"Why do you even care?" Sideways asked between his sobs.

"Because you look like you need a friend. Everyone needs someone to care about them," the mech replied. "My name's Demolishor," the mech said, hoping that knowing his name would make Sideways feel more comfortable around him.

"S-Sideways," Sideways replied.

"Sideways, hmm?" Demolishor said, holding him tighter to protect him from the rain. "Well Sideways, I was going to find someplace to hide out on this planet, away from the Autobots, when I came across your signature and came looking for you. Would you like to come with me?" he invited.

Sideways considered Demolishor's invitation while he allowed the Constructicon to comfort him. He didn't know why, but being around this other mech made him feel safe for once, like he could protect him. If he took him up on his offer and went with him, he could have protection from his fears, as well as the consolation from knowing that he wouldn't have to be alone anymore. If he said no, he'd go right back to where he was before, afraid of anything from harmless noises to actual threats to his safety. "Please?" he finally answered.

"Of course. Now let's get out of the rain." Demolishor lifted him up off the ground and carried him while he looked for a safe place for them to rest. "Get some sleep. You look like you need it," were his last words to Sideways before he dozed off.

Sideways woke in a panic, wondering where he was and how he got there, when he remembered Demolishor. He was too scared to look around for him. He still remembered the time his comrades had, at Barricade's suggestion, abandoned him while he was sleeping, just to get rid of him so they didn't have to look after him anymore. He'd woken up scared, alone, and in the middle of a warzone. Had Demolishor done this to him as well? "Demolishor?" he said out loud with a bit of worry.

"What is it, my friend?" Demolishor replied from behind him.

Friend...Demolishor had referred to him as his friend... No one had ever considered Sideways to be their friend before. He turned around in his vehicle mode and pulled up next to Demolishor's excavator alt-mode, hugging himself close to his side. "Just checking," he replied calmly. Demolishor's excavation shovel moved to his companion's side, as if like an embrace, and held him close. "Goodnight, Demolishor."

Although Sideways couldn't tell, Demolishor was smiling. "Goodnight, Sideways," he replied.

It grew quiet as they both drifted off into recharge together. For the first time in many months, Sideways didn't have any nightmares as he slept peacefully next to his new friend.