Just a one-shot I thought up when thinking about Ultra Magnus and how he doesn't really fit in with Team Prime all that much... ;) enjoy! :)

::I do not own Transformers Prime::

"-The battalion broke off into groups and we were separated by-"

"Ultra Magnus." Optimus interrupted him in the middle of his report, looking down at him wearily. "It may seem as though I can function for another week without rest, but this once I will confess. I am totally and completely drained. I grow ever more tired every second I spend standing." he paused, rubbing his optics as they flickered. "I am sure that this report can wait until morning."

Ultra Magnus stared at the Prime, confused by the statement. "I can assure you Prime, it will not take up much more of your time. We should take care of business before succumbing to-" he suddenly stopped talking at the annoyed glare Optimus gave him, and his confusion deepened. Primes were never supposed to show such emotions.

"Magnus, my first lieutenant and good friend." he placed a servo on the mech's shoulder, looking at him with complete seriousness. "I have just been blown up, brought to death's door and back, and taken down Darkmount, all in less than a week! I..will..be..slagged..if you keep me from my berth any longer." he swore, giving him a look that challenged him to say anything against it.

He gulped slightly, not used to seeing such annoyance in his leader's optics. But he nodded slowly, "Of course sir. I supposed you of all of us have well earned your rest. I will not keep you from it any longer."

Optimus vented slowly, gripping the mech's shoulder in thanks before he left. Magnus noticed that although the mech did look quite weary, there was almost an anxiousness in his steps. Of course that could be just simply the inviting thought of finally recharging after all he had gone through. But something seemed...off. There was something different about the Prime. He had noticed it first when the human soldier had left them to set up their temporary accommodations. The rest of the Autobots seemed to welcome the Prime back into their company, not as soldiers but as a family. As friends. The young Scout, Bumblebee if he recalled correctly, had even ran up to him to embrace him. And the Prime had smiled.

Something was up. Carrying the Matrix of Leadership entitled that Optimus was to hide his emotions. That was what a Prime did, to remain a symbol of control that lacked fear and knew only duty. He used to be exactly that, but the mech retreating down the hall wasn't anything like he had remembered him.

Magnus watched him suspiciously, following slowly behind him. Something was amiss that made Optimus act the way he was, and he intended to find out what it was.

He paused behind the corner as Optimus reached the berth hall. He spied silently as the Prime unlocked his door, but when he reached for the handle the door flung open and a servo reached out to drag him inside. Magnus heard the mech gasp something in surprise and almost went on the alert before he heard a familiar voice speak as the door shut.

"What took you so long to get here?" Arcee's voice was muffled by the door but he could still hear it clearly. Something shuffled inside of the room, and she made a soft noise of some sort.

"I had a little trouble getting Magnus off my back." came Optimus' reply, followed by what sounded like someone being shoved up against a wall. "He was following me last I saw, so we need to be quiet..."

Arcee scoffed. "Yeah right. I thought you were-" there was another soft noise from her, "-you were dead for a week. There is no way we are being quiet tonight."

"Hmm... I like the sound of that..."

Magnus' jaw hit the floor. What the scrap was Optimus thinking? He could be severely punished for doing, what he was pretty sure he was doing, in there with Arcee. He could have his title of Prime taken away, be stripped of his rank, put to death! The list was endless. It was against military protocol! If anyone found out about this it would surely spell disaster for the both of them.

And as Second in Command, it was his duty to stop things like this before they got out of hand.

Hardening his expression he walked across the hall with intent. But as he neared the door something, or rather someone, held him back. "I wouldn't do that if I were you..sir." Magnus turned around to look at the older mech, who was giving him a rather serious look.

"Ratchet, you know as well as I do that what is happening in there is wrong. It is against all protocol-"

The medic cut him off quickly with a glare, crossing his arms in front of his chest. "Magnus, if you are going to be here a while there are some things you should know. One: don't get on my bad side, even though you are higher ranking than myself I can still make your life a living hell. And two: don't-ever!- come between Optimus and Arcee."

"It is wrong." he argued, but was helpless to do anything against the look the medic was giving him. "How many know of this and how long has it been going on?"

Ratchet scoffed, shaking his helm. "Everyone knows but no one says a word. I make sure to that. Optimus is young Magnus, being a Prime didn't change his desire for companionship. I don't expect you to understand but as his physician, and friend, I watched him slowly crumble for stellar cycles. He was lonely. He felt unwanted. When Arcee joined the team I saw a hope of patching him back together again. When they started seeing each other, even if it was supposed to be a secret, everyone saw the change in him. And I swear, I have worked too long and too hard to get him stable again, and I will not have my efforts wasted by the likes of you...sir." Ratchet's voice lowered and he took a moment to calm himself from his rant. In that time all Magnus could do was stare at him. How could he have the audacity to speak with him so disrespectfully? When he opened his mouth to protest, the medic shot him a warning glance.

"And another thing." this time, he closed the gap between them, pointing at him threateningly. "If you ever bring this up with him, if you ever so much as breathe a word about this, I will extract your spark personally." he growled. "If you want to truly be a part of this team you will ignore this like everyone else. Arcee is what holds this team together, because she holds Optimus together. If you try to tear her away from him no one will support you. We will not listen to you, you might as well not even exist."

"Is that a threat Doctor?" Magnus glared at the medic, but stumbled backwards when a wrench contacted with his helm. He yelped in pain and looked back at Ratchet.

The medic smirked, twirling his wrench in his servo. "Yes, and one that I suggest you heed. Even Bumblebee will not hesitate to kick you out on your aft." He watched as the mech passed him, continuing down the hall where he had been going. "Make your decisions wisely Magnus. But if you're leaving I'd go before they really get going:they get loud."

Magnus made a noise of disgust as the medic turned a corner, looking at the door once more. He had never considered Optimus' slowly falling apart from lack of companionship. He always seemed so kept together. But if what Ratchet said was true, maybe it was best that he leave him alone...

"Oh-Optimus yes!"

Optics widening, Magnus quickly left the hallway, away from the offending noises being created. He wouldn't approach the Prime about this, at least not until morning...

Ultra Magnus was walking down the berth hall in the morning when he saw Arcee emerge silently from Optimus Prime's quarters. She closed the door quietly behind her as if trying to sneak away, but she froze when she saw him. For a moment, he saw fear in her optics. But it wasn't fear for herself, it was fear for another person. He had been in enough battles to see the difference. She was afraid of what would happen to Optimus if he decided to take action against them. And for a moment, he considered it.

He walked up to her slowly, his gaze hardened and stern, and she cowered back slightly. He should have busted them right then, but what he did next surprised even himself. "Good morning soldier." he greeted, giving her a small nod. "How is our leader recovering?" he watched her stand there stuttering for a moment before she collected herself enough to speak.

"H-he's been through a lot, but I'm sure he'll be fine." she shuffled her feet slightly, holding her arm awkwardly. "I think he needs his rest but he should be up on his feet again in no time, sir."

Magnus nodded. "That is good to hear." he answered curtly, and for a second their gazes locked. And in that moment he knew that she knew he knew. But he remained silent. Taking Ratchet's advice, he decided to let the offense slide. From what he could tell, Arcee was a fine femme and a good soldier. Optimus was lucky to have her.

As he continued on his way, he could tell that the femme was shocked, but the relief in her optics told him that she was immensely grateful for his silence.

When he found Ratchet he was in their temporary medical ward, shining up tools and dusting off some equipment. "Doctor." he greeted quietly, leaning against the wall as he watched the mech cleaning his wrench. He was almost certain that it was the same one from last night, and the thought made his helm ache.

"Magnus." he greeted in return, looking up from his work. "Have you made up your mind?"

Taking a moment to think, he considered that the medic was wielding what could be easily called a lethal weapon. The thought of 'death by dismemberment' wasn't exactly appealing. "I have. It seems as if there is a lot about team Prime that doesn't fit military protocol...so it seems I have much to learn, and much to pretend that I don't know of..."

Ratchet gave a small sigh of relief and clasped the mech on the shoulder. "Welcome to the family."

So there you go! I hope you liked it. Leave a Review and let me know that you thought :)