Summary: Arcee is plagued by the memories of Cliffjumper, and flees the Autobot base to clear her mind. Little does she know she'll find herself in trouble when she crosses paths with Knockout who is feeling rather... randy.

Warning: May contain some spoilers

Pairing: Arcee x Cliffjumper/ Arcee x Knockout

Universe: Transformers Prime

Author's Note: Transformers Prime is beginning to really grow on me. I love mostly all the characters on the show, but my favorite has to be Knock Out. This story will get much more juicer once it picks up. Please enjoy!

Plaything

"Arcee? What are you doing still up? You're not scheduled for monitor duty until the next solar cycle."

Arcee pivoted, just enough that her back was still facing the newcomer but the side of her face was revealed. Her right optic rested on the approaching form of Cliffjumper.

She regarded him for a moment, then smirked. "Couldn't recharge, and what are you doing off your post?"

The red Autobot shrugged his shoulders. "Went for a little walk. You know how mindless monitor duty is, I needed something to do before I fritzed out."

"Don't remind me," Arcee growled. Cliffjumper chuckled, and moved in to close the gap between them. He embraced her from behind, gently pulling her into his chassis. A content sigh escaped Arcee's vents as she felt herself relaxing.

"Maybe the reason why you couldn't recharge is because you missed my handsome company."

Arcee chuckled, gently elbowing him in the chest. "Don't flatter yourself, wisebot. Primus only knows how you have more ego then what's physically possible."

Cliffjumper laughed, voice full of mirth and joy. Arcee loved the sound of his laughter, it simply reminded her of a time where there was no war between Autobots and Deceptions. Sometimes it would instil hope in her spark, even in her darkest of moods.

Cliffjumper shifted their positions so they were now face to face. Arcee felt the flow of the energon in her body speed up and her inner temperature rise.

Cliffjumper gave her a lop sided grin, his hands sliding from her shoulder struts to her waist.

"That's not true! I'm the most humble mech on this planet."

He suddenly pulled her in by her waist, resulting in a loud clank that echoed throughout the hanger.

Arcee smirked up at Cliffjumper, trailing a delicate digit down the side of his faceplate to the end of his neck cabling.

"Frisky, aren't we?"

Cliffjumper's engines revved up, sending pleasurable vibrations through Arcee's chassis.

"You have no idea."

He bent down and captured her lips with his, and soon everything that was not involved in their kiss melted to nothingness.

Arcee onlined suddenly, her engine rumbling loudly in her personal quarters. Her spark lurched painfully in her chest, and her fans were cycling on their highest settings to cool her down.

Arcee pulled in oxygen desperately, and despite not having lungs like a human, found herself gasping. Despair plagued her chassis, filling her to the brim with anguish. Arcee's processors pushed the remains of her painful memories as far away as her consciousness would allow.

She pushed herself up from her recharge berth and sat on the edge. She brought her hands up and pressed her face into her palms. She signed deeply and her fans cycled down.

What was this...the third time this week she'd had flashbacks in her recharge?

It was bad enough that she was still hurting from the loss of her dearest friend. But within those flashbacks she was always deceived into thinking she was back in his arms again. Like she was reliving the moments where she was happiest.

Arcee always hated recharging. When her mind was not preoccupied with a distraction such as patrol or fighting Decepticons, her mind would fall back into the depths of her consciousness. Eons and eons of fighting for her life and beliefs were not something that could be easily ignored, and war wasn't something that could be ignored either. War brought death, despair, anguish, hopelessness and insanity.

Arcee always had to remind herself her stance in the war was the right one. She was fighting for freedom and peace...but the fruits of her labour were more idealistic then tangible. There were too many Decepticons, and the numbers of her brothers and sisters in arms were dwindling.

Airachnid haunted her recharge cycles, and when things got too bad she'd always had Cliffjumper to bring her back down to earth.

The death of Cliffjumper replaced her hope with bitterness and she often felt herself slipping into depression.

Like now...

Although she had inspiring figures working by her side like Optimus Prime, Ratchet, Bumblebee, and Bulkhead, and newfound friends like the humans, she felt alone.

Arcee couldn't stay inside anymore.

She needed to be on the move, with the wind caressing her alt mode as the road zoomed under her tires. She checked her chronometer, and it was several hours before the sun would rise. She had enough time to clear her thoughts and her emotions.

Quickly and quietly, Arcee left her quarters and the Autobot base.

Her optics zoomed in on the looming orb hanging in the sky and the gentle tendrils of the breeze sent her shivering on her hinges. Her vents cycled in the fresh air and without another moment wasted she transformed and thundered down the highway.

It was first night they shared together on Earth. Arcee leaned against Cliffjumper's chest, situated between his legs. The femme didn't remember the last time she had felt so relaxed and at ease. It was a pleasure that was rare in the presence of war, and Arcee planned on cherishing it. His right arm was slung around her waist, and her hand was clasped in his. The gentle rumbling of engines was the only form of noise the two were making at the moment. Until of course Cliffjumper broke the silence.

"It's weird, isn't?"

Arcee leaned her head back to peer up at her friend. "What is?" she asked.

"Seeing the stars from a different spot in the universe. I've always looked up for comfort, like the stars would somehow come together to tell me a message."

"What type of message?"

Cliffjumper's inner workings made a backfire sort of sound, his version of a scoff.

"You're going to think it's stupid."

"Try me."

"Like...like if I feel helpless or overwhelmed from fighting...I always somehow..," he paused, sorting out his thoughts for a moment before moving on. "I felt like the stars would always be there, and as long as I looked up and stared at the stars... I'd picture myself looking up at a time when the war is over and Autobots are at peace. It sounds stupid, but that's what always brings me hope when I feel at my most helpless."

Arcee was stunned. Cliffjumper was always someone who sure of himself, never doubtful or hopeless. If bravery was extracted and reduced to an entity, it would be Cliffjumper. It was humbling, that he was sharing something so private with Arcee.

She shifted in his lap, and reached up to caress the side of his face. Their optics locked for a long moment and finally Arcee smiled.

"It's not stupid, 'Cliff. Everyone needs something or someone to help them feel hopeful."

"What about you?"

Arcee tensed, and it took her a moment to figure out a suitable answer. What really brought her hope when she was truly hopeless? Who brought light to her when she was blindly finding her way in the dark? All of these questions were surprisingly easy to answer for they all calculated up to the same result.

"You're going to laugh if I tell you."

"Why would I laugh? You didn't laugh when I told you," Cliffjumper growled.

Arcee sighed. She was reluctant to open herself up like this and bring down her walls, but Cliffjumper wasn't just any Autobot.

"You are my source of hope."

Arcee felt this time that Cliffjumper was the one who was tensing. He was silent for a moment, so Arcee took that time to fill in the silence.

"I mean, you've been my best friend for millions of years. You actually care about what happens to me, and you know if something is up even though I tell you differently. You bring me up when I feel down in the dumps." As she was talking she felt like a weight was being lifted off of her shoulders.

"You're just so full of life... it kind of rubs off on me. I can't help but feel happy and hopeful around you, Cliffjumper."

Very slowly, Cliffjumper placed a servo on top of her own that was still resting on his cheek. He then guided it towards his lips, and gave her knuckles a soft kiss.

Arcee felt her spark shoot up her chest and into her head, as Cliffjumper trailed kisses down her hand, wrist, and up her arm. He eased her down onto the gravel and kissed and nipped at her neck cabling. Arcee's optics offlined in delight of being pinned down by the larger mech and her hands trailed up and down is arms.

She onlined her optics and peered up at the smirking face of Cliffjumper.

"What would you do without me, Arcee?" he joked, stealing a lingering kiss from her.

Arcee's legs twisted and scissored beneath him and she scratched at the windows on his chest. After a steamy kiss they broke apart, and he slipped his hand in between her armour, stroking the sensitive wiring within. Her body became ablaze with sinful pleasure and she arched her back.

She moaned. "I'd be to the pit and back without you," she muttered. She reached up around his arms and grabbed his horns, yanking his face down to kiss her once again.

The speed meter on the blue motorcycle passed the 150 mph mark, edging its way closer to 200. Everything around her was a blur of colours, and the only thing that she registered was the memory she dipped into.

Her source of hope was dead...both physically and metaphorically. Cliffjumper brought her joy, hope, happiness, fun, reassurance, inspiration and...love into her life. What was left now was a deepening sense of dread and despair. She needed something to make her feel alive again...much like Cliffjumper had when he was around. The death of Cliffjumper had taken a large toll on her emotionally and mentally, like a piece of her spark had died the moment he did.

BAM!

Arcee suddenly screamed as she was lurched forwards, desperately trying to regain her balance. Her scanners were suddenly active and working, pinpointing an energy signal right behind her. Arcee cursed, scowling at herself for not paying attention. She had not noticed she had left Autobot territory, and was now in a neutral zone for both Decepticons and Autobots. Speaking of Decepticons, the slagger rammed her again and the pavement exploded in a shower of gravel and debris from under her, courtesy of a carefully aimed blast. The force sent her careening over the side of the highway and tumbling down a ditch.

She transformed as she tumbled, her hands desperately trying to snatch something to stop her decent. She heard the distinct sound of someone transforming, and she abruptly hit the ground at the bottom of the gully. Momentarily stunned by the pain, she didn't hear the sadistic cackle of the Decepticon who knocked her down.

"Now, that was fun!" He leapt down the ditch, and jogged over to the fallen Autobot.

Arcee felt her defensive systems pick up their activity, but she couldn't will herself to get up. Her hands gripped the dirt and her knees buckled.

"Oh? Not fighting back? What a waste of my time." A fierce kick sent her rolling onto her back and she cried out in pain. Her optics narrowed up at the 'Con, and the looming figure smirked down at her.

"You want a fight, Decepticreep? You'll get a fight!"

She raised her arm, her hand retracting back and replaced by her blaster. She sent three shots at her target, and dodged a barrage of lasers as the Decepticon took that moment to do the same thing. She jumped to her feet and side stepped two more blasts, relieved that the two sleek metal panels protruding from the tops of her shoulders weren't seared off. She fell to one knee and carefully aimed, hitting the Decepticon directly in the chest. The Decepticon snarled, transforming. His back wheels screeched as they spun and suddenly he was rushing forwards. Arcee yelped, jumping away the moment before she was about to be crushed.

The Decepticon drifted, wheels sending puffs of smoke from under its frame, and bolted towards her again. This time she was ready for him. She leapt, movements calculated with deadly precision, and landed heavily on his roof. She brought up her fist, ready to plunge it into the windshield, when he suddenly transformed. Parts twisted around her, limbs forming and finally strong hands were gripping her arms together. They rolled, each one struggling for dominance in the fight. Arcee found herself slammed hard against the ground with her arms roughly yanked up and pinned above her head.

"Don't you dare try to mess up my paint job!" Knock Out hissed. He shifted, so he was kneeling on her legs. From this position Arcee found it very hard to move, and Knockout had all the leverage he needed to keep her pinned.

That didn't stop her from struggling and sending every Cybertrainian curse in the book his way.

Knock Out acted as if he wasn't deaf to her insults, for he was smirking down at her.

"What should I do with you, Autobot?" he asked, gathering her hands in one of his large grip. His free hand trailed a digit down her chassis, sending sparks fluttering and leaving behind a nasty scratch. Arcee thrashed side to side, whimpering.

"As a loyal Decepticon, my orders would to be to terminate you right here and now."

He yanked her face up close to his, and the air from his vents washed over her with a hiss. "But where would all the fun be if I just killed you now? I would rather...," he brought a sharp tipped digit to her lips, running it over them sensually, "stretch the experience to be more...enjoyable for both participants."

His hand slid back down, seizing her face and squeezing her cheeks together. He moved her head side to side, studying each profile with a frown.

"Hm... Not the most attractive model. But you'll do just fine."

Arcee forced her vocalize to work, fighting through the static as she found her voice.

"W-What?"

"Don't be anxious, my dear. You'll know soon enough. It has been some time since I've found myself a playmate. I am feeling rather...rambunctious."

Arcee continued to fight against his hold, and then her head suddenly shot up and connected with his.

Knock Out snarled, clutching his head attentively. "You fragger!"

Arcee rolled away from him and jumped to her feet. It would only take a second to transform and zoom out of there, away from this sadistic Decepticon, but he was faster. He had taken his energon prod from subspace and hurled it at her. It stuck her right in the abdomen, sending electricity ripping through her body. She fell to the ground, painfully convulsing.

"That's right, struggle. It only makes me hotter!"

He staggered over to her, sneering. Her HUD began presenting warnings in her vision, stating that her situation was becoming dire.

"Don't you ever try that stunt again, Autobot. Not if you don't want to be ripped into little pieces."

He dropped to one knee, and rolled her over so she was lying face down. Arcee couldn't move, and she felt herself slipping into stasis lock. Knock Out lifted her chin up so she was gazing directly into his red optics.

"What's the point of just deactivating you without teaching you a lesson?" he snarled.

Arcee narrowed her optics at him, feeling a sudden eruption of hate rushing through her body.

His optics hungrily moved over her body, lingering on her aft and legs and back to her optics. He grinned evilly. "Oh, I know just what I'm going to do with you, little femme."

He stood, taking his energon prod and holding it above Arcee. "You're certainly a lucky one. I bet you haven't had the chance to be with someone with looks as perfect as mine."

Arcee groaned, but managed to spit out some energon that was collecting in her mouth. Knock Out hissed in disgust as it landed on his foot.

"You little slag sucker!" he roared.

With a great force he stabbed her again. Arcee shrieked in pain, shaking and bouncing on the ground as electivity ravaged her frame. Knock Out held the prod there longer than necessary before ripping it away. Arcee's systems gave a final warning of an emergency stasis lock, and Knockout frowned as the femme became limp.

"Little bitch," he snarled. He wiped away the splotch of energon with a dirty polishing rag. He subspaced his energon prod and threw away the rag behind him. He regarded the femme.

Yes...it had been quite some time since he'd had some harmless, sadistic fun with a femme. He was going to make sure he enjoyed his new plaything.