Authors' note: This fic was inspired by Monoshiri's "Running on Empty", a story where the Stunticons are turned into humans. We both liked the idea and the fic, but since it was last updated in 2006 and will probably never be finished, we decided to write our own Stunticons-turned-human story.

Hope you enjoy reading it. – Anon_Decepticon and QoS/mdperera

Thanks also to Kookaburra 1701 for her support and input!

Chapter 1 : Start Your Engines

Breakdown swerved onto the highway in the last drive he would take for a very long time.

He didn't know that yet. He was on just another assignment, scouting ahead as the Stunticons headed out to guard yet another device of Megatron's. The sun was bright overhead, the road deserted. There was no one in sight and Breakdown relaxed, increasing his speed and starting to enjoy the drive even with his sensors monitoring every mile of the way.

He saw a yellow blur in his rear-view mirror as Drag Strip zoomed up, leaving Wildrider and Dead End in a cloud of smoke and dust. Breakdown moved to give him more room; he certainly didn't mind Drag Strip roaring on ahead and attracting all the attention of whoever was currently on guard at the device.

Instead the racecar kept pace with him and his radio crackled. "So what's this device all about?" Drag Strip's gravelly voice said.

He wants something, Breakdown knew at once. Drag Strip never caught up like that just for small talk.

"It's a matter-energy convertible," he said. "I mean, converter. Supposed to make energon out of rocks and sand, I guess." Starscream had been vocal in his declarations that the device would never work or would destroy them all when it did, so the Constructicons had obligingly set it up far from the base and were preparing to field-test it soon.

Drag Strip chuckled. "Maybe we'll catch an Autobot and turn it on him." There was a pause while Breakdown listened to the rumble of powerful well-tuned engines and the distant pounding of hard rock that signaled Wildrider's presence. "Look, Breaks, do me a favor."

And here it comes. Breakdown waited.

"I want to win the Formula One World Championship."

Breakdown couldn't help snickering. "Yeah? I want to rule Cybertron."

Drag Strip slewed hard in his direction, just enough to slam one forcefield against another with an electronic szzzt. Not expecting that, Breakdown skidded a little from the impact before he recovered.

"I'm serious!" Drag Strip snapped, all the wheedling gone from his voice.

"Okay, okay! Sorry I laughed. Go on with what you were saying about the, uh, Formica One Championship."

Drag Strip growled under his breath, but continued. "I can't just show up there. I'll need to be entered in their databanks, with a legal history and all that slag. I need you to take care of that."

"Huh?" Breakdown had thought he would be asked to provide a new paintjob and a cheering section. "You want me to hack into their computers for you?"

Another channel on the radio opened automatically and Motormaster's cold voice cut in. "Stunticons, get to our destination now. There's a report of Autobot activity near the converter."

"Right," Breakdown said and Motormaster cut the comm. The semi was miles behind them, his top speed nowhere near theirs. Breakdown floored his accelerator.

Drag Strip kept pace with him easily. "So you're gonna do it?"

Breakdown considered. He enjoyed hacking into human networks – it was like scouting, except that no one out there could see him when he did it. But the last time he had done that, on Motormaster's orders, he had actually gotten into the Pentagon's security systems when the Autobots had detected the activity. And they had tried to piggyback a virus onto his downloads, a virus that would have done Primus-knew-what to the network on the Nemesis.

Fortunately Soundwave had caught the attempt and Motormaster had made the report to Megatron as well as taken the responsibility for it. But the near-miss was worrying, and Breakdown had decided that the next time he would have to be more careful. He also knew that he couldn't take that risk just for Drag Strip's race.

The correct access road was only a mile away. Breakdown sent a quick transmission to let Motormaster know they would be at the test site in a few minutes, then swerved off the highway. In his rear-view mirror he saw Dead End and Wildrider closing the distance.

"Well?" Drag Strip said impatiently.

"I don't think I can," Breakdown said. "At least, not now. I could try for next year's championship." He drove off the access road, all but bouncing over uneven ground as he headed for the coordinates they had been given.

"Next year's?" Drag Strip repeated. "Why can't you do it now?"

There was no road that led to the test site. Breakdown's tires kicked up dust as he dodged boulders, and he kept a wary optic on Drag Strip in case the racecar tried to cut in front of him. He cut enough speed to take a ledge that skirted a shallow valley that looked as though a river had flowed through it a thousand years before. The test site was just ahead.

"If you want to race so badly, why don't you take part in one of those road rallies?" he said. He came to the end of the ledge and took a sharp turn.

"Can't you tell the difference between the most famous open-wheel car world championship and a stupid little illegal rally?" Drag Strip said contemptuously as they shot into a bare clearing with sheer cliff faces cutting off most exit routes. He braked to a screeching halt and transformed, optics glowing behind his visor. "Millions of people will watch me winning! I'll get a gold cup."

Breakdown was still in alt-mode, but he shuddered involuntarily at the thought of so many humans staring. Drag Strip saw that and sneered.

"What a wimp," he said to the clearing in general. "Just because you're scared…"

Breakdown transformed as well, determined to ignore him. He was more or less used to Drag Strip's snippy, spoiling-for-a-fight attitude, though he had never understood it. If I were the smallest of the team, I wouldn't draw any extra attention to myself.

He looked around, feeling uneasy. The matter-energy converter stood in the center of the clearing on a raised platform. It gleamed even though a fine coating of dust, all levers and darkened indicators and still dials, but no one else was there. Breakdown opened a comm line at once.

"Dead End," he said, "who's supposed to be guarding this?" Were they hiding somewhere, watching him?

"Swindle, Vortex and Brawl," Dead End replied. "Why, have they abandoned their posts or did the Autobots kill them? Or both?"

In the distance Breakdown heard gunfire and a furious roar that sounded like Brawl on a rampage. "I think they're enraging the 'bots."

"I think you may have meant 'engaging', but that works as well," Dead End murmured. "We'll be there in a minute."

Drag Strip had been listening to the exchange with his arms folded and a stormy look on his faceplate, but he started again as soon as Breakdown ended the transmission. "I'm not asking you to do anything difficult. Just to help me enter a race-"

"You don't think it's difficult to come up with an entirely new identity and history for you, and fake every record which backs that up?" Breakdown felt as though he had finally had enough. "And that's before hacking into the network? And that's assuming none of the humans get auspicious about why they never heard of you? If it's not that difficult, you do it!"

He punctuated that closing remark with a shove to Drag Strip's chest just beside the engine block. Ordinarily the most that would have done would have been to send Drag Strip stumbling back a step, but Drag Strip was standing on a loose rock at the moment. The push sent him off-balance, the stone turned under his foot and he fell flat on his aft just as Dead End and Wildrider drove into the clearing.

He leaped up, optics burning, and transformed. Breakdown reverted to alt-mode almost as fast, and Wildrider's excited call of, "Are you guys playing a game?" was nearly drowned out by the snarl of Drag Strip's engine. Breakdown threw his transmission into reverse and hit his accelerator just as Drag Strip all but leaped forward at him.

A contest of speed between him and Drag Strip wouldn't have been much of a fight, so Breakdown smashed his accelerator flat and raced backwards to where Dead End and Wildrider had braked to a halt. Drag Strip zoomed after him, engine revving hard.

Breakdown flicked his forcefield off and threw all his weight sideways. He flipped on to two tires and drove almost edgewise between Dead End and Wildrider, allowing himself to thump back on to all four wheels once he was past them. Behind him, he heard a harsh electric crackle as Drag Strip's forcefield impacted almost solidly onto both of theirs, and even though each of them weighed far more than the racecar did, they rocked back from the momentum.

Wildrider was the first to recover, and let out a whoop. "That was awesome, Breaky! Can I play too?"

"Stay the frag out of this!" Drag Strip snapped, reversing.

"Sheesh! Fine, Motormaster. I'll go see if that thing's made any energon yet." Wildrider transformed and hopped up on to the platform, poking curiously at the matter-energy converter.

"Wildrider…" Dead End began warningly, just as the converter's activation lights glowed like beacons. The device let out a deep thrummm. Startled, Breakdown glanced at it… and nearly missed Drag Strip's furious charge straight at him, so fast that all he registered was a yellow flash heading straight at him like a missile.

He squeaked and activated his forcefield just in time. Drag Strip rammed into him, jolting him back several feet. His forcefield flickered from the crash. Then Drag Strip backed up again, clearly intending to repeat the maneuver.

Suddenly Breakdown was angry too. He revved his own engine in the sharp debilitating vibrations that could sabotage any mechanical device in the vicinity, and raced ahead at Drag Strip, who flung his own transmission into reverse and fled around the platform. Wildrider had produced an empty cube and was holding that under the converter, which hummed even more loudly.

"Breakdown, stop!" Dead End shouted, but it was already too late. Breakdown shot around the platform in the other direction, engine howling. Drag Strip froze with an inarticulate yell as his systems stuttered.

So did the converter. There was a sharp crack and Wildrider leaped back as the converter shook on its base. Breakdown shut his engine off in dawning horror and transformed to get a better look, though once he had seen that every needle on every dial was creeping into the red zone he backed away fast.

That was when he heard Motormaster's approach – a sound like thunder made solid. Wildrider scrambled off the platform and came to stand beside Dead End.

"We don't know anything, right?" he said rapidly. "I mean, it was like that when we got here. Right?"

The huge semi lumbered into the mouth of the clearing just as the converter let out a high-pitched electronic shriek. Then it sprayed incandescent white light over the entire clearing. Breakdown felt the light burn through his frame as though neither forcefield nor armor existed, and then everything went dark.

When Breakdown came back online, the first thing he registered was an unpleasant grittiness against his faceplate. His optics were still offline, and his systems still recovering from the aftereffects of the blast – he could tell his engine had seized up and his self-diagnostics were offline as well, since nothing showed in his HUD.

He onlined his optics, getting his arms under him as he pushed up and braced for a visual inspection of the damage. Slagging Drag Strip. If I have to go to the repair bay and have the Constructicons staring at me, he's coming t—

He froze. His thoughts came to a halt. The world stopped turning.

The hands splayed out on the ground before him were no longer covered with dark blue plating. They were flesh, the skin was wrinkled over the joints and there wasn't a transformation seam in sight.

He turned his head slowly. The hands were connected to the limbs that were currently propping him up, and those joined his shoulders.

Breakdown shook off the shock. I'm halli… hallo… hallucinating. For the first time, he couldn't even feel pleased that he had found the correct word and pronounced it properly. He offlined his optics, though even as he did so he noticed that his vision didn't dim out and go to black as it usually did – instead it went straight from seeing to not. That's just damage. Just wait a few moments and online them again and everything will be back to normal.

Someone moved at the entrance to the clearing. Someone else groaned softly, far to his right. The matter-energy converter was ominously silent, as was his radio. Breakdown refused to consider the implications of either. Getting his processors and visual system back in working order was his first priority.

He onlined his optics again.

The hands had not changed, except that now the pale slivers at the tips of each digit – the fingernails, he thought dimly – were digging deep into the sand, into the tire-tracks that he had left there. The hands felt proportional to him, but he had never seen grains of sand so large.

But it's not that they're large, is it? he thought with a sickening dread.

He couldn't look and yet he had no other choice. The hands pushed up and the rest of his body folded, knees bending as his torso became upright. And it did so without any of the sounds Breakdown took for granted – the soft clank of metallic plates and limb components, the easy slide of joints in oiled sockets, the whisper-hum of Cybertronian systems and the whir of internal fans. All he heard was the rasp of rapid ventilations as he looked down at himself.

Sand still clung to the human form that he saw. The chest rose and fell with his breathing, in a way that his undercarriage would never have done. He couldn't see his engine or transmission or tires anywhere.

No, he thought. No, please, no. This has to be a trick of some kind. A hologram maybe. He poked the side of his thigh.

The limb was unpleasantly solid and warm and… and covered with hair. Breakdown snatched his hand away and flailed it desperately, as he would have shaken off cyber-leeches on his plating. Maybe if he just did that hard enough the flesh would fall off like a glove to reveal cobalt-blue metal beneath.

The hand remained at the end of his arm, flopping like a starfish.

Not a hologram. Breakdown wanted to dig a hole in the ground and disappear into it, forever.

That was when it occurred to him to wonder what had happened to his teammates, and he raised his head. The sight was a worse shock than his own sudden change. Nearest to the matter-energy converter, which seemed to have tripled in size, another human form lay on the ground. It propped itself up on its elbows and shook its head in a sharp, pull-yourself-together movement. The helm was gone, replaced by a covering of pale organic fiber.

As if it was all happening from a great distance, Breakdown saw his hand lift to touch his own head. He felt hair and dropped his hand at once.

Two more humans stood a few yards away, to the right. One stared down at its hands, then turned them over slowly and repeated the inspection. The other looked all over itself, craning its neck to see its back and touching everything in sight, including the dark reddish hair that covered its head and sprouted between its legs.

Breakdown looked away, feeling nauseated. He'd seen plenty of humans before, but rarely if ever without their clothes on. And it was vaguely repulsive how featureless human bodies were except for two tiny knobs on the chestplate, a set of bulging ridges leading down to a shallow port of some kind in the abdominal area, and some limp, unidentifiable kibble dangling below.

He wanted his own pelvic unit back, with its smooth warm plating painted a pristine white. But that was gone along with the bright distinctive colors of his teammates, replaced by dull monochromatic schemes in varying shades of beige. He didn't need to touch his own back to know that his hood and roof and spoiler had disappeared as well.

He wondered how he would ever see what was behind him again, without a rear-view mirror.

Someone grunted with effort. Breakdown glanced at the opening of the clearing. The human who stood there was taller than the others and broader too, with hair so dark that it seemed to absorb all the sun that fell on it, reflecting none of the light. One of the human's large hands was held just before its chest, and the fingers opened and closed repeatedly.

He's trying to draw a weapon from subspace, Breakdown thought. The hand stayed empty.

Then the human looked up from the useless attempt and stared at him with violet eyes the color of Motormaster's optics.

Breakdown scrambled up as he would have done reflexively if Motormaster had glared at him, preparing to run or dodge a blow. But once he had done that, he couldn't move. Where would I go? What am I going to do now? He felt sand under the bare thrusterless soles of his feet. A drop of liquid the same temperature as his plating – no, skin – trickled down his back strut, even though he knew it wasn't raining.

The last human, the one with the blond hair, was on his feet as well by then, but no one said anything. Breakdown couldn't have made a sound in any case, not even to scream in horror. His vocalizer had locked up so much that it seemed to fill his throat and just breathing was enough of an effort. And it can't be real if we don't mention it, he thought in desperation. He clenched his fists and stared at the cliff face just behind the converter.

"Slag," said a voice with Wildrider's distinct Texan accent, and Breakdown's gaze went to the red-haired man as if drawn by a magnet. "How weird is this, guys? We're all human!"