It was late at night, the kids had gone home and Arcee strolled into the base... Optimus was the only one who was not in recharge, Optimus was sat down on some crates, he looked like he was in deep thought.

"Optimus?" She sounded almost scared.

"Is something the matter Arcee?" Optic ridge's came together in worry.

"Nothing Optimus, I was just wondering could I have a quick drive? I need to relax a little after all the fighting with the cons recently..." Her optics were sad and pleading.

"Mhmmm, with all the Decepticon activity latley, I don't think it wise for you to go alone." Optimus deduced.

"Please Optimus! I need to be alone and away from here for a little while... The memories of Cliffjumper have been stuck in my prossesor latley and I need to get my head back into the game, I need some time to think away from here." She was begging now Optimus realized how much she needed this drive to get things off her prossecor.

"You may go Arcee, but please stray only a few miles away from the base." He sounded protective, he was like her adopted sire, she inwardly smiled.

"Thank you Optimus." Arcee transformerd and sped out of the base.

After she was a few miles away from the base she cloacked her signal and turned off her communicator so no Autobots nor Decepticons could track her. She wanted to get as far away from all mech's as possible. Arcee was the only femme that was known to be still functioning from the Autobot faction and she had gone into heat, she escaped the base just in time. Ratchet had told her when the time came when she went into heat she would have to mate with one of the Autobots in the base, Ratchet always tried to convince her that Optimus would be the best choice. The medic obviously wanted little Prime sparklings running around the base but Arcee always looked at Optimus as a father figure, it would be too weird and this being her first time even interfacing it would be incredibly painful for her, maybe even impossible.

Apart of her wanted to go back to the base and jump on the first mech the she laid optics on, it was her mating drive, she just hoped she didn't run into any Decepticon mechs. The mech would smell straight away she was in heat and try to mate with her regardless of loyalties, Arcee knew she wouldn't be able to fight him off, the lust that had built up in her would be too much. Her plan was to stay away from the base until her heat cycle ended, Arcee felt bad about skipping out on her duty as an Autobot and a femme, but she was frightened, it was the only thing that she ever truly dreaded. Arcee would much rather face Megatron alone in a one versus one fight to the death then to become a breeding factory instead of a warrior.

She was around 100 miles away from the base crawling with mech's, Arcee had noticed a cave near an abondoned town on one of her recon missions and the femme had planned that when she goes into heat she would flee there. Arcee transformed and laid down inside the cave, going into a peacful recharge unaware of the red danger around half of a mile away.

Half a mile away.

"Knockout, Starscreams been looking for you again." Breakdown said slightly anxious.

"Relax Breakdown I'm just hav-" Knockout halted from his 150 mph drive. His engines revved as he smelled something delicious and divine in the air not that far away.

"Knockout? What's wrong are you there?" Breakdown sounded worried.

"Nothings wrong big blue, far from it. I'll inform you later, I can't have you interrupting me." Knockout chuckled as he cloaked his signal and turned off his communicator. He drove fast in the direction of that tasty feminine smell.

He arrived at a small ghost town, his olfactory sensors indicated that amazing smell was coming from around here, by now it was intoxicating and he could barley keep his cable from escaping from it's plating. He noticed a medium sized cave just to the side of an abandoned building. Knockout notices tire marks going into the cave, he shrudders just at the thought of what's inside that cave.

He enters the cave and notices a beautiful petite femme with blue and pink colouring. He stalked over to her and noticed an Autobot symbol on her winglet. He shrugged, factions didn't matter too much to him when their was a gorgeous fembot who needed to be mated. He knelt down and started to caress her chest plating.

Arcee awoke with a startled gasp of fear, there was a mech with her! The first thing she noticed was his blood red optics, he was a Decepticon, she'd gotten her pretty little aft into deep trouble. Arcee tries weakly to push the mech of he chuckles at this.

"Don't worry little femme I'm a doctor and I've got the perfect remedy to your problem." He smirked while his hands slide down her curved hips. The femme fails to stifle a moan of pleasure. Knockout chuckled and bent over Arcee and slid his glossa in her small mouth dominating her luxurious, smaller glossa. The mech breaks the almost forced kiss and moves opening Arcee's perfect legs, her port plating had come open automatically probably when Knockout started touching her. Lubricants were everywhere she obviously needed this badly and yet she gasped and covered her luscious port with her delicate servo's.

Knockout concluded it was her pride that made her hesitant, it certainly couldn't be she didn't want to mate with him, he was gorgeous! The Cybertronian casanova.

"Relax beautiful, what they don't know won't hurt them." Knockout reassured.

"I'm going to...kick... your polished aft..." Arcee gritted through her denta.

"Poor femme you're confused of what you want, you won't be for much longer though." He smirked handsomely as he flipped Arcee on her stomach, he squished her helm into the dirt and lifted her rear in the air. Arcee knew she couldn't let this happen, but he was dominating her and she loved it, it was impossible to resist. Knockout released his cable from it's prison and rubbed it against Arcee's tight virgin port. Countless moans escape the fembot as he slightly rubs himself against her, her intoxicating smell was so thick in the air now, he found himself unable to resist. He plunged hard into her, breaking her seal.

Arcee screeched in pain as Knockout continued his brutal assault on her sore port. Her immense pain turned to great pleasure and her feminine moans mixed with his mechly grunts turned into a symphony of esctasy. She lifted her head up and gasped sharply as she overloaded for the very first time, her port clenched around the mech's cable knocking Knockout over the edge, he grasped her hips hard when he overloaded. They rest for a few minutes, giving their cooling fans a chance to catch up, Knockouts helm rested on Arcee's back. Then suddenly the mech pulls his still hard cable out of Arcee's delicious port and flips her onto her back, all he has to do is touch Arcee's chest and her spark chamber opens, revealing her beautiful blue and purple spark. He quickly opens his own, he leans close to her spark and her faceplates.

"See you in the morning, my pretty little femme."

Knockout crashes his mouth down on hers as their spark merge and both participants going to and ecstasy induced recharge.