A/N: Holy! It's been so long since I've updated. I'm glad with all the replies I've gotten from the first chapter! I didn't know you guys liked this pairing so much. Sorry for the wait! Please, tell me what you thought of this chapter. Should I keep it rated T or you guys want a lemon? Let me know! Hopefully I can write a third chapter quickly, but between working full time this summer and being distracted by reddit...it's hard! Anyways, enjoy.

Please review and favorite!


When darkness was the only thing Breakdown registered in his vision, he powered down his retinal sensors and instead switched to infrared. Walking through the great chambers of this new room had casted a preconceived notion that he would be walking into a grandeur room, perhaps a former war room in which Megatron and his former generals had all gathered and plotted their next strategic move against the Autobots.

But he was underwhelmed by the lack of detail, but as he followed that familar voice, a sound so alluring and unappealing at the same time, he now registered how vertically long the chamber actually was.

It went up and up, a straight vertical ascent that would make any ground pounder uncomfortable and any flier joyous to experience. His scanners swept the entire perimeter, and finally a familiar energy signature was located. He pivoted and looked back towards the doors and up.

He spotted her.

Queer twin moons hung in suspension fifty feet above where Breakdown stood. Airachnid smirked, her posture sultry and suggestive then crossed her left leg over the right. The appendages on her back were out and flared, though not in a way he had seen in any confrontation. They were poised high, making them look sleek and elegant from his point of view on the ground.

She was wrapped in metallic silk. Well, not literally wrapped, but it was woven all behind and under her, creating a solid platform for her to sit on. It wound in brilliant looking patterns, from afar it look as smooth glass but dangerously sharp. Her hands were moving, the familiar clicking noises that Breakdown heard before now explained, and he opened his palm. The metallic silk he gripped was being directly created by Airachnid, and to what purpose it was used was now plain to see.

"What's all of this?" Breakdown barked, holding up the rope.

Airachnid paused, narrowing her optics.

"Knitting? What kind of Decepticon resorts to knitting in their down time. I knew you were a twisted femme Airachnid, but this takes the energon."

Breakdown chuckled at his own joke, but he kept is optics focused on Airachnid. He zoomed in on the intensity of his optics, and upon further inspection he noticed that the metallic silk was draped around her as well, silver ribbions that gleamed like diamonds when he turned on his headlights to better see her.

Airachnid continued to knit. "It servers its means of purpose, after all...you are standing in my personal chamber."

Breakdown shifted awkwardly, spotting curtains of webbing that hung in various high levels in the room. He looked back up at her, feeling slightly nervous.

He looked for words to reply with, but all he could focus on was her optics, the way her mouth twisted into a devilish smirk. His energon pump kicked up in speed and he felt the need to suddenly be somewhere else. He didn't like the predatory gleam in that gaze.

Airachnid uncrossed her legs and stood, jutting out a hip and revealing to Breakdown a very flattering angle of her streamline frame. Her hands did a particular movement with her hands, and then finally she held up the finished end of the silk rope.

"I bet you're wondering why I've brought you here. "

Breakdown contemplating opening a commlink to Knock Out, looking for an excuse to give Airachnid and get the Pit out of there. But then Airachnid's right arm was raised and a thin line of webbing shot out from her palm. Using it as an rope to swing on, she leapt high. The opposite end of the rope in which she clutched pulled taunt in Breakdown's own grip, but he couldn't have noticed either way. He watched Airachnid manipulate the webbing with such ease and grace, moving by a form of transportation no wheeled altmode could ever achieve. She swung high above him, twisting her body effortlessly in the direction she wanted to go.

There was a loud snap and then she was falling. Breakdown took a cautious step back, debating whether he should run out there and try and catch her or just watch and see if she would survive. She was falling fast but Breakdown knew by experience it wouldn't do anything but minor damage, nothing Knock Out couldn't hammer out himself. Just when he thought she was going to crash into a wrecking heap onto the floor before him, her movement stopped abruptly. She stopped her fall right in front of his face, like she was hovering the way seekers and other fliers were able with their anti-gravity thrusters.

Breakdown wanted to stumble away, but wouldn't allow himself to look rattled in front of her. All this she was doing, it was just a show or a front to get him uncomfortable. He had already walked into her dealt cards, by coming into her territory he had unknowingly set himself up for trouble.

And surprisingly, he didn't mind.

If it cut through the monotony and gave his life extra flare and jazz, he would welcome it.

Airachnid's face was focused and hard, but her optics shined with calculation and something darker hidden beneath. Minute shifts in the tiny mechanisms in her optics meant that she was studying his response carefully, and Breakdown willed himself to look as neutral as possible. It was strange meeting the optics of someone who was staring right back, but completely upside down. He looked over a bit to see that there was webbing around her right ankle. He returned to her optics.

Breakdown smirked. "Enjoy the view there, Spiderman?"

A coy smile touched her lips, and she reached out a hand to trace his dark blue metal.

"Oh? Are you a Spiderman fan?"

"Not really, I'm more of a Batman lover."

Airachnid's optics narrowed and she whipped her leg around Breakdown's head. He ducked out of instinct, and his engine revved in both parts alarm and rage. But she had gotten herself up and over and was now the right side up, but still hanging above Breakdown. It was weird seeing her from that angle.

Breakdown had his hammer out at that instant and stepped into a defensive stance.

"I'm tired of your games! What the slag is wrong with you?"

"Breakdown, I'm surprised you are this easily startled." She held up the rope, displaying the intricate work and fine detailing. "Do you like it?"

Breakdown first initial thought was is this femme crazy? and then the second was why is she going through all this trouble?

"I'm not frightened, " he growled. "And no, why the slag would I like slag like that? I'm not a femme."

Airachnid reached up and cut the webbing with her digits and clanged to the floor as she dropped to her feet. Now that she was before him Breakdown felt a little more at ease, because really, why was this small thing making him feel so uncomfortable?

"You don't have to be a femme to appreciate recreational activities like this. Creating...creating something like this can be just as rewarding as destroying." She held up the rope again, turning it in her hands to show off the details.

Breakdown's engine have a short revv, and he was about to open his mouth and resort to saying she was just as crazy as she let on when she lifted up her hand and placed it on his hammer. Breakdown's optic brightened in question, but she merely met his gaze seriously and moved the hammer out of the way.

"Do you agree that creation is just as important as destruction?"

Did he look like a sort of Decepticon that indulged in philosophy on his time off? Breakdown loved bashing things, racing, hanging out with Knock Out, browsing the human internet (not that he mentioned that to anyone) and remembering the good 'ol days of Cybertron. He was brought out of his thoughts by her hand, and this time it was palming the smooth gleaming metal back and forth, and slag was it distracting.

"Uh...no? Destruction equals power, the power to take down any enemy in your path."

Breakdown knew he wasn't the smartest of 'Cons, but he didn't like the way the conversation was headed. Where was she going with this?

"Hmm...yes that's true but you're missing the big picture here. One cannot simply be powerful on one's own, even Megatron had humble beginnings."

"And by humble you mean a former gladiator, known for his ruthlessness in the rings and his eventual rise to power?"

Airachnid smirked. "Everyone started somewhere. My point being, someone like him just didn't set off the assembly line and have the power and armies that he does today. He created it, he had followers that took to his side by the thousands. You and I both signed up for the same side after all..."

"Your point is?"

Airachnid didn't respond right away, but he could telll she was trying to choose her next words carefully. Instead of replying, she walked over to him. He raised his hammer slightly, just in case, but instead of doing anything in retaliation she took the rope and wrapped it around his hammer. He initiated the transform sequence, replacing it with his hand, and she smirked. She continued with her work, without a word of commentary, she wrapped his hand right with it. Once she was done she did the same with his other hand, and then connected the two end sides in a tight knot.

She placed her hands onto his chest and pushed him back, encouraging him backwards. His back met a solid surface, and using the normal sticky function of her webbing, hung his hands up over his head against the wall.

She leaned in, and rested her head against his chest, a meter left of his spark chamber.

"My point being that I want to create, but I cannot do it alone."

Her left hand was travelling downwards, past sleek dips in his armour and wiring in between armour gaps. She wasn't teasing, but she wasn't innocent in her exploration either.

"I need something of you."

"What are you talking about?" he said.

"I said-," Airachnid reached up and placed her right hand onto his cheek. "I need something from you."

"Why?" Breakdown never in his entire life would have expect Airachnid to ask favours of anyone since he had come into contact with someone so independent. "What could you possibly want from me?"

This time when she smiled she exposed all of her shining denta, and the appendages on her back swopped down to be used. She rose on her spider legs and was now optic-to-topic with him.

"I can't necessarily say exactly what right now," she moved closer, and Breakdown's coolings fans whirled to life. "I need to keep this between you and I."

She reached forwards, and used her index digit to trail the underside of his jaw. She pressed in closer to him, her energy field mingling with Breakdowns.

Breakdown gasped lightly, feeling the subtle brush of her field against his. Although he knew he could never truly read her safeguard emotions through her field through first contact, but he was sure he read a trace of desire somewhere.

"What's in it for me?" he said.

What could he possibly have that she couldn't get herself? He was just an assistant, former gestalt member and a simple Decepticon warrior. He didn't have a lot of responsibilities outside of working beside Knock Out and bashing 'Bots on the battle field. In reality, he was alright with the balance he managed to strike in the Decepticon army. Not too far down the ladder to be pushed around, and not too high up to be constantly worrying about the everyday issues that ran an entire army. He couldn't fathom how Megatron , Soundwave or even Knock Out keep up with it all and not have their CPU crash from the sheer amount of stress.

Breakdown was coaxed out of his reverie when he felt hands on either side of his face. Airachnid leaned in, the brightness of her optics mingling with his own, and casting his vision in a weird spectrum of colour. When it settled he registered how close she was, and at this position it dawned on him how easy it is for her to easily him. His hydraulics decompressed with a gush of air.

Instead Airachnid moved close, her lips brushing against his softly as she replied.

"Ever overloaded by purely external stimulation?"

Breakdown only had a startled second to think 'what the frag?' before her lips covered his.

Her kiss was nothing like he had experienced with other femmes. Femmes were gentle, fragile and needed to be handled with care. It showed in the ways they carried themselves, and was a major reason why they were either wiped out or put into stasis in the begging era of the war. Airachnid was forceful, collected and very confident. Her lip components felt right against his own, and he grunted and offlined his optics.

She parted from his lips, and moved to speak into his audio.

"I can show you many things, Breakdown. Things your processor couldn't dream of. " She moved from him and looked into his optic. "I can show you and you will not regret it."

She smiled again and Breakdown wanted more than anything to be unbound and cram her against his frame, feel her against his body.

"But you're going to have to agree on my terms, without questions."

Her head dipped lower, and her glossa dipped out. She licked at his neck cablings and Breakdown's head whipped back against the wall, feeling the pleasure that shot up his spinal strut.

"And if you agree, I will show you pleasure no mech has never encountered."

She moved back up again, and sized his lips with hers.

Her right hand had dipped down and slipped between the gab at his hip. She stroked the wires then plunged her hand in. Breakdown shouted and hissed and tried in vain to break away from his bonds.

"I can show you many things Breakdown..."

She kissed him again and Breakdown found himself kissing back with just as much force as she was putting in. He tugged and tugged, squirmed and thrashed but it held strong. Their glossa's danced and intertwined, and finally Breakdown had to pull back to collect himself. Pressure was starting to build in his spark chamber, and he was certain if she carried on this way he wouldn't be too far off from overloading.

"I just need one simple thing from you," Airachnid said. She placed a digit onto his lips to stop any protest, and leaned forward. She licked him, from under his jaw to the top of his cheek and Breakdown shuddered in pleasure.

"I need you to stay yes."

If Breakdown was thinking straight he would have had dismissed her immediately. This was another way of control. This was a way to gaining an advantage over another Decepticon in her own quest of gaining something in her favour. But the way she was touching him, whispering in his audio and the way his imagination was galloping away with images so naughty that he couldn't even think one logical thought.

"Argh," Breakdown rolled his head, looking down at her. Through his lust filled haze, he could tell that she was loving every breem of this. Having a mech of his size in her palm...he could tell that was she in her element.

"Will I have your body to do as I please?" He demanded.

She smirked, and yanked her hands out of his sensitive wirings. She dropped back down onto her feet and turned her back. She pressed her back against him, and looked up.

"Like I said, Muscles. Pleasure no mech has ever experienced."

"Untie me then."

Airachnid grinned. "Is that a yes?"

"Do I have to spell it out! I said untie me!"

Airachnid spun, and reached up and snipped him loose. The rope fell to the floor, its purpose used, and Breakdown instantly gathered the femme to his frame, cramming her against his engine. He attached himself at her neck, and his large hands groped her body.

Although now Breakdown was in the driver's seat, he now had the advantage over her in their entanglement, he had failed to see the accomplished gleam in her optics and her satisfied grin that foreshadowed bad omens for Breakdowns future.

Please disregard any spelling or grammer errors. My beta is unavailable right now and I hate editing. Tell me what you think. Should Breakdown agree to help her? What does she have up she sleeve?