The fog lingered between Ratchet's table and the clear fading sky.

It had still been bright daylight when 'Recoil' had been brought here, but now the cooling temperatures, and faint orange tinge to the light told him that it was indeed approaching dusk.

For a microsecond, his mind wandered, and he wondered what the sunset looked like on this alien world.

Probably just as colorful as the rest that were scattering their way back into his fractured memories.

Arachnae would kill him.

But considering what she'd already done to him, that might be a mercy. A kinder fate than the one that the Decepticon scientist had intended for him, and for Prowl. And at the moment, his friend mattered much much more than his own safety. There were worse things that she could use on Prowl, and if successful, her horrible work would begin once again. And this time, he didn't know if she could be stopped.

The knowledge was as certain as the name that had slipped back to him, and felt just as correct-- just as right. The wrongness of the past few weeks-- the name-- the darkness-- not knowing how to fly-- the awkward cumbersome and heavy body... it all made sense now.

Jazz had never flown, never been meant to fly on the wings of a seeker.

He had been built lightly to dance upon the surface of the world, not in the clouds above it with airy graces.

Recoil was dead.

Sunstreaker had said as much, and Ratchet had confirmed it.

Jazz was dead.

All the hostility that had been directed at him had been because of that one death-- which meant that there was no doubt in the minds of every single Autobot he'd met today that their friend was truely gone.

A small part of him wanted to relieve that grief-- to be grateful that they cared that he existed. If he existed.

But Jazz was dead, a shattered husk. Broken.

Memories threatened just beneath the tranquil surface.

For right now, he was still Recoil -- but the phantoms in his mind whispered to him of something so horrible that he didn't even want to remember. Something that begged for release in the darkness--

Wings shuddering, Recoil lost a touch of altitude.

He knew exactly where they were taking the unconscious tactician-- sight may have been an asset for some, but for someone who had spent a lot of time in the darkness it was just an obstacle that had to be overcome. Flight patterns, distance calculations-- other senses more than made up for the lack of vision. The only thing that Recoil couldn't predict with certainty is how far ahead of him Fleetwind and the others were.

He needn't have worried, however; Fleetwind's complaints carried a good distance in the thin air.

Recoil accellerated slightly, mind racing to come up with a story that wouldn't get him shot. He was outnumbered again--four to one wasn't good odds. And with the sudden, almost sad sound, he heard something within his frame lose power. A bad connection? It might have been a better idea to let Ratchet fix him first. But he couldn't just let Prowl fall into Arachnae's talons without at least trying. And it was only one of the inbuilt weapons systems. He had others.

Fleetwind's voice grew louder as he approached.

The sound of familiar engines approaching cut Fleetwind off as he was trying-- yet again-- to get Earthscorch or Thrillkill to take the Autobot off of his hands, so that he could radio Arachnae without grunting every five seconds. The groundpounder was heavier than he had anticipated.

Unfortunately this also left him without the ability to transform, or to raise his weapon as the black jet came into full visual (and weapons) range.

"I thought you said he was trapped in the repair facility." Earthscorch muttered at him, doubling back to hover at Fleetwind's side.

"He was--" Fleetwind tried to insist, suspicion rising. "Earthscorch, what are your orders concerning Recoil?"

"Bring him back, dead or alive." The flat tones told him, "Why are you so nervous?"

"I'm not nervous." Fleetwind denied sharply. "He may be hostile--"

"He's one of us." Earthscorch intoned, "And now that he has broken free of the Autobots, we'll bring him back with us."

Fleetwind couldn't deny the claim without explaining exactly who-- or what-- he'd discovered about the black jet, who had transformed while they whispered, and now was watching him now with that menacing blind gaze.

"Recoil..." Fleetwind said, keeping the surprised and delighted sound in his voice. His internals felt like they were twisting and swirling, however. The lurch disturbed the unconscous prisoner on his shoulder, and he was forced to reposition his grip. "You ... escaped?"

"Yeah." The face broke into a bright grin. "Idiots thought fixin' me was a good idea. Spouting some weird junk about how I was someone else-- Started to take me somewhere, an' I heard some fightin'. They thought I wasn't goin' nowhere, so I decided it was time to leave."

Were the Autobots really that simple?

Fleetwind frowned.

He'd abandoned 'Recoil' twice now. Shot at him, even. And with this particular being, how could he be sure it wasn't a trick--

"Fleetwind?" Recoil sounded a little uncertain now. "Why were you gonna leave me behind again?"

"I wasn't!" The answer came automatically-- the normally taciturn Earthscorch was looking as though he were going to snort. Fleetwind glared at him. "I was going to come back for you later. When I got fixed."

"Flee!" Thrillkill's voice was incoming, "Come ON already. We got our target, we got your wing-mate, now let's go before Arachnae decides to eat Glimmer alive."

"We should not hold this discussion here," Earthscorch agreed carefully. "If Megatron finds out that we are on this planet, we'll all be sent to the slag pits-- Arachnae's help, or no."

Something didn't feel right about the whole situation.

"Come on, Fleetwind." Recoil smiled at him with the same innocence that he'd displayed on his first flight. "Let's go home."

Against his better judgement, Fleetwind found himself nodding, and following as they headed towards the little ship they called 'home'.

The shocked silence didn't even last long enough for Sunstreaker to get to the door before Ratchet was yelling.

"Get him back here, Optimus!" The medic's tone was not angry. Sunstreaker knew the angry inflections well-- he and Sideswipe had been on the recieving end of Ratchet's wrath far more times than they should have. "Stop him, or there's a very real chance that we'll lose him again!"

"Ratchet?" Prime was still shocked. Sunstreaker could hardly blame him, if he thought about it. After all, it went beyond reason.

"The one who did that to Jazz never intended for it to last--"

Sunstreaker transformed, and sped out the door. He hadn't needed to hear the rest. Besides-- this was Jazz. Somewhere in the ages since they'd met, the score had vanished. It simply didn't matter anymore. What remained was the sense of friendship and loyalty that had carried them all through troubled times. If he or his brother were in trouble, they had had Jazz to rely on. There had been others later-- but the white mech had simply been the first to show them a degree of kindness that started to make him realize that not everyone was out to use and abuse like Arachnae.

The seekers had been heading northwest. Sunstreaker had to stick to the roads-- but oddly enough, he could just pick out the dark shape against the fading pale sky. North, northwest-- towards the ocean.

A large shape accellerated to hover next to his left side.

"Teletran One is tracking them," The semi emitted on a private frequency. "You should be with your brother."

"Sideswipe will be fine. Ratchet doesn't need me to hover over him." Sunstreaker said shortly, "I'm not that badly hurt-- and we both owe Jazz. And Prowl. I'm not going back."

"We all owe them something."

"Sideswipe will understand, Prime. If he wasn't so slagged, Ratchet would have a hard time keeping him down." Sunstreaker told him, as a scan ahead told him that the seekers had paused in midair. No shooting-- yet. Did that mean that Recoil-- or Jazz was safe? Hardly. "Jazz is the reason we're not Arachnae's toys anymore."

Sunstreaker could almost feel the puzzled frown radiating from the semi as they rounded another curve, heading towards the ocean. He didn't bother elaborating.

"As I recall, you were in the group of prisoners rescued by an undercover agent in Kaon." Optimus finally rumbled, "Jazz was an envoy for Protihex Trade towers for many years after the two of you joined us."

The seekers were starting to move again; Teletran One had finally begun to send him vectors, and both he and Prime found a road in the right direction. No one was around to hear this conversation. Even if one of the organic creatures was capable of understanding them, the speed that they were travelling at wouldn't allow them to hear half a word.

"When I killed Recoil," Sunstreaker weighed the words carefully, "He was looking for two of the Autobots who brought down Antipode."

"Sideswipe mentioned that Recoil had been looking for Jazz and Rebound."

"I didn't know that Prowl was Rebound." Sunstreaker admitted. "But Recoil was looking for a pair of brothers named Ricochet and Rebound."

"Ricochet was an agent--" Prime told him, "One of ours. He died almost a cycle before we left Cybertron."

"Yeah. I heard that story too, Optimus. That's why I was surprised when Swipe and I met Jazz in the Tagan Heights a week after they'd said Ricochet had been executed. Figured there was a damned good reason why he let that cover go after all the millenia of bouncing through Kaon and Praxus boarders with it."

"That was supposed to be a secret." Firm tones. Optimus was both shocked and a little disturbed by this revelation. "Revealing the identity of an agent can destroy an operation--"

"I didn't tell anyone, not even my own brother, until today." Sunstreaker grumbled. This was more than he'd expected to admit to today. "I recognized him from the Protihex negotiations-- when the Autobots were still considering buying weapons from Arachnae.I'm not stupid. Sideswipe was still too messed up to realize it at the time, and I never told him. Tends to run his vocalizer before he thinks. The glitch had us as bodyguards, and Ricochet was standing at the trade facilitator's side, like he hung around-- hangs around you. I knew he was high up, but Protihex was neutral."

"Protihex was neutral, and Jazz was still Tacheon's aide when Praxus' leaders were slaughtered in the Arenas. Unfortunate that we didn't know, but fortunate in that it gave Dice a diversion to get you and the others out--"

"For a neutral, he did get around." Sunstreaker would have shrugged, if he'd not been in vehicle mode. "We were supposed to be killed as part of that main event. Swipe saw Ricochet in the crowds, he told me. Didn't see Ricochet managing to bypass the security systems to get a weapon to me, so we'd have a fighting chance against the Decepticons on the way out. Wouldn't surprise me if he'd arranged some of the chaos that made the force shields malfunction. Dice wouldn't confirm anything-- don't blame her. Could've gotten 'em both killed."

"So you've known... all along?" Surprise changed to respect. "And never even hinted."

"He never said anything, and I figured that the best way to repay him was to keep it secret. Be the best we could be for someone we could believe in."

Optimus was silent as he digested the stream of words that Sunstreaker had just shunted his way.

This was the first time he'd told anyone about that night, Sunstreaker realized. In a way, it was a relief-- but at the same time, it was one of the most uncomfortable things he'd ever had to do.

"You surprise me sometimes, Sunstreaker."

"Like I said, I'm not stupid. If I didn't pay attention to details, I'd be dead a hundred times over by now. Isn't that why you picked us to go on this mission in the first place?"

"Teletran pinpointed something." Optimus said suddenly, as the details began to scroll into Sunstreaker's communications link. "No weapons fire detected in the area."

And all of them had made it to the base which was...

"Optimus, we're going to need backup," Sunstreaker hated suggesting it. Hated needing help-- but the shadow in the image that Teletran One had found screamed at him silently. The seekers were based out of an armed ship.

A big one.

Storage: Antipode: The Past

Arachnae tilted her head to the side, studying him, or perhaps only listening for the sound of footsteps in the corridor outside. Prowl could hear nothing but the soft whir and hum of his own systems.

Even if he stunned her, Prowl would only have two unconscious beings in the room with him. He was no medic.

The probability that Arachnae was telling the truth in this situation was fairly low. Then again, what did she have left to lose, now that her public reputation was shattered, and she was on the run from the Decepticon high command?

Technically, she was not in a position to make bargains, or keep prisoners.

If Prowl sacrificed Jazz, if he let him die for the uncertain victory that could be gained with the simple twitch of the finger, then fled to Iacon alone– how could he live with the knowledge that he had given up a friend in the name of expediency?

Arachnae obviously had another lab. How else would she feel so confident that she'd fight back, and want prisoners– Jazz hadn't known, most likely, or he would have found a way to destroy that as well. There was another laboratory complex, with backups of the data that Prowl and Jazz had virtually shredded an hour ago. The weapons would still be ready to use against the Autobots once Arachnae was found...

"What do I have to do?" Prowl asked, lowering the weapon carefully.

"Bring him," Arachnae said shortly, and turned to the shadows. A door that he had not seen before opened. "The facility in the next room should suffice for this purpose."

Prowl hesitated just a fraction too long.

"Quickly." Arachnae snapped, "Or would you prefer he die in this storage room? Every moment counts."

The room that Prowl half-dragged, half carried Jazz into was not a medical facility.

He recognized it as one of the minor ballistics and hydraulic armour testing facilities. This was a place where things were broken, Prowl realized, as Arachnae gestured for him to set his burden down next to one of the dented plates. How this testing range would help Jazz–

"Do not look so concerned, Rebound." The voice almost purred, "I will not let a research subject die so early in the experiment."

"And yet you were the one who did this to him."

"If he had remained where he had fallen, he would not have bled out as swiftly." Arachnae said calmly, taloned hands at work , unfastening bits of armour around the shoulder wound. "But I should have anticipated. He has been rather stubborn."

Jazz did not move under the careful touch.

Hope, that casual and carefree song, was trying not to sing too loudly to Prowl. He had to watch for any surreptitious move. Anything that Arachnae might try to do that was devious, that would cause his partner more harm.

"Very good." Prowl heard her mutter, "that will hold until we get to the base–"

"You said that you marked him." Prowl offered quietly, "How?"

"Chemical markers," Arachnae said, talons suddenly inches from his face. He could see the ducts at the tips of her fingers now. "Now be silent, sit down, and open your upper chassis port. Most of the fuel and lubrication has leaked into the diffusers, but they cannot be reused, once mixed. He needs at least a jolt of untainted mech-grade oil, and a half measure of fuel. You said you were willing to make yourself vulnerable to save your brother. Time to put that to the test."

Prowl glanced at Jazz. Shuttered his optics for a moment, and obeyed the scientist.

"Are you finished being modest?" Arachnae sounded almost amused. "Freeze your intakes, Rebound. This may sting – and screaming would be a bad idea right now."

Prowl couldn't see what she was doing. The sting only lasted a moment; It was the sudden drain that almost sent him offline, and only the presence of Arachnae hovering over both of them kept him from just letting it. He had to stay online.

"Interesting," the murmur came through an echoing fog. "Most would be either screaming or unconscious by now. You are a puzzle, Rebound. You and your so-called brother– "

The sound of footsteps echoed in the corridor, as Prowl fell to his side, watching her tend to a pair of improvised tubes that connected him to Jazz. Securing them, perhaps. He couldn't move– she could kill them both right now, and he would be powerless to stop her.

Perhaps becoming vulnerable was the wrong decision. Prowl realized, as the footsteps came into this room. Arachnae's guards had arrived.

A faint light under his friend's visor glowed for a moment, as Arachnae stepped away from them.

What now? Jazz was alive for the moment, but–

"Do not struggle, my dears. Rest for now– We have much to talk about later." Arachnae's whisper came through the fight for consciousness, to see if Jazz was going to awaken– "Many questions for those who would forge such a bond."

There was no help for it.

Prowl could only hold onto the hope that Arachnae would find them useful, as he slid back into the darkness for the second time this day.

He could only wish and hope that this was a dream, and somehow he knew that it was not.

The landscape lay before him, with smoking and ruined towers that would most likely haunt him for cycles.

Each tower had held several able-bodied mechs. Several had almost been sympathetic, a few others -- slaves-- none of them had been prepared for the smelting pit that was the battle. He'd managed to escape being seriously hurt in the firefight, but not from seeing the bodies piling up around him. A last missile had exploded, and all fire from the forces around him had ceased.

Silence followed, painful and twisting in the half imagined breeze that was blowing smoke into the sky.

Perhaps the forces from Praxus would think that they killed all of the mechs and femmes that had been sent here to oppose them.

No. Not oppose them. There were no seasoned warriors among them.

They had all been sent here to die.

Sightless optics stared at him from a head that had been nearly severed from the torso, as he scrambled away from the dead. He snuck along the shadows, towards an escape route that he had spied earlier. It had been all but impossible to slip away in the fight. His every movement was being watched by a high strung commander that was eager to prove himself.

A flash of pristine white against the sooty darkness where fires had burned themselves out not long ago.

Someone was between him and the only path that would take him out of the death and destruction that lay around him. The white shape would kill him, just as easily as it and its kind had sent each and every one in the garrison behind him to scrap.

He had to get out of here. Dead faces, cold and gray haunted him, and he moved without thinking.


Pain, as the being between him and freedom swung, connected, and broke something...

The white blur came into focus swiftly at the other end of a rifle. The soldier's fingers were already on the trigger, ready to fire, and end his life in this miserable place, so far away from his beloved home. A blink, and the face came into focus.

It was himself.

Prowl sat up swiftly, nearly striking the top of his helm against the low slanted ceiling above his resting place.

The dim room that met his gaze was not the obliterated outpost between Praxus and Kaon. He was not looking at the shattered landscape at a killer that wore his own face. He was looking at another blank wall, in a room whose only distinguishing features were the slanted ceiling in this alcove, and the dark figure prone in the middle of the floor.

Jazz-- it had to be --but where were they now?

Prowl rose slowly, noting the remnants of a systems drain that still pinged internal alarms. The buzz of fear and anxiety still lingering in the back of his mind. Emotions rolling and tumbling, distracting him from the mission that he'd been so passionate about just a short time ago...

The mission.

The dark memory of Jazz falling into unconsciousness in the storeroom wafted through his processors.


They were the rogue scientist's prisoner now. The mission had failed with her escape. With their escape.

"Ricochet?" Prowl ventured into the silence. If Arachnae hadn't been telling the truth about saving Jazz--

The remnants of dream slowed his movements, as he waited for some sign that his friend-- his brother -- was still alive. Again the concern almost overwhelmed him, as he tried to access his internal chronometer, and failed. How long had they been out?

"Awake at last." The familiar voice echoed from somewhere high above. Arachnae. But where? "No, my dear, I am not in the same room. I am not that foolish."

"What now? You have us." Prowl turned back, making his steadying way to the side of his unconscious partner. "You want something in exchange. That is the way these things are done."

"Of course," The voice purred, "However, I am disappointed that you lied to me."

"What do you mean?" Prowl asked carefully.

"Your claim to be his brother," Arachnae answered, "I found no trace of Tachaeon's handiwork within your frame, Rebound."

Prowl frowned, gazing at the still figure. So Jazz had been the creation of the highest official in Protihex? Tachaeon had been lining up a successor, Prowl had been told, but to go to such a length as to create a new mech, rather than train one already in existence--

"You, dear Rebound, are another's handiwork, and far older."

"Siblings are not always defined by the one who created them, Lady Arachnae, and not all are of an age. Though we are of different makers, we share beliefs. A common bond--"

"You count yourselves as something more, what the ignorant among the general population call 'spark mates'--" Disdain dripped from the tones. "There is no such thing."

"I know the difference between reality and fantasy, Arachnae. Spark-Mates is a tale told by dreamers, not by those who are grounded in the reality of the here and now." Prowl paused, surprised at the sudden surge of overwhelming amusement at the very idea. "There is something about brotherhood that is different. You know that, else you would not have let us live this long. I count this one as my brother, nothing more, and nothing less. So tell me. What is it that you want from us now?"

"There is," Arachnae admitted, "Something to what you say. Brotherhood is one of those unique and fascinating areas that I have studied extensively. Only one pair ever showed anything more than a mild link, a devotion to the other that exceeded the norm. The naturally twinned ones were ... lost to me long ago."

Naturally twinned. In Prowl's memory there was a pair of mechs who fit Arachnae's unhelpful description, however there was a feeling of confirmation. A flash. A hint of memory--

--A large red figure practically embedded in the marketplace's post, where the best of the Kaon slave-market's merchandise was displayed. His finish was dull, as were the optics that stared straight ahead at nothing. A battered example for other slaves who might consider rebelling. At the base of the same pillar, a golden-yellow figure was chained, anger radiating from his battered form. Where the red one was completely immobilized, this one had a semblance of freedom, and yet he stayed next to the other, half growling when someone came too close to his brother--

Sunstreaker and Sideswipe. Arachnae had owned them. She'd experimented on them--

But Prowl had never been to Kaon until this mission. The first time he'd seen Sideswipe and Sunstreaker, they were already Autobots. When Praxus had fallen, they'd been part of the force that had kept the Decepticons out until the civilians were evacuated. Prank-minded and vain as the pair had always seemed, they were effective fighters, and never to be underestimated.

These weren't Prowl's memories.

Prowl froze. A glitch. It had to be an error, a vagrant bit of creativity he had never imagined possessing suddenly coming to the front at an inopportune moment.

"Since those two were lost, something had to be recreated." Arachnae had been silent, as the ghost in his systems had run itself out. As though she knew what was going on inside his head.

What had Arachnae done?

"And now, the first test begins." the voice purred overhead. "Will you be able to save him, and move on to the next level, or will I have to rebuild Tacheon's project from your remains?"