A/N: My muse did not allow me anything else. Here is my first smut story! Please give me your thoughts afterwards, I'd love to know how I did. I really enjoyed writing this! (That sounded… weird.)

WARNINGS: Smut, smut, and more smut. WATCH OUT FOR SMUT!

Disclaimer: I don't own Transformers.

Knockout grunted as he lifted himself from the cold floor of the Nemesis. The Autobot's medic, Ratchet, had quite a punch. With a soft sigh, he rebooted some of his systems, momentarily off lined from being in stasis and from Ratchet's punch. He heard heavy footsteps and looked up.

He scurried to a more seated position, panic setting in; "L-lord Megatron! I-"

"You let them escape!" Megatron froze when his optics wandered upwards, noticing the CPU screen for the first time since entering the room. Knockout looked up as well, only to obtain the same expression as Megatron's. "With file intelligence as well?" Megatron roared as he grabbed Knockout's shoulder.

"M-my liege, I tried to-" Knockout panicked when he was lifted from the floor, his optics shaking in desperation. 'My paintjob' was the only thing Knockout was thinking about.

"Trying isn't enough! You must be victorious!" Megatron slammed the red medic against the console. Suddenly his voice was calm, too calm. It made Knockout shiver. "I will have to find a fitting punishment for you," he purred delightfully.

"Lord Megatron, if you would allow me to explain!" Knockout cried out. He was silenced by a large intrusion into his mouth.

Megatron was kissing him.

Never feeling the pleasurable sensation before, Knockout allowed a loud moan to escape himself. The glossa wiggled this way and that, hitting all of the sensitive nodes in Knockout's mouth.

Megatron purred slightly when he removed his glossa, earning a needy whine from the smaller mech. The warlord chuckled slightly, "It seems you are already heated up. Indulge me, medic, is this your first time?"

Knockout froze in shock. There was no possible way Megatron could know. He tried so hard to hide it…

"I'll take that as a yes," Knockout cried out when Megatron threw the medic onto the floor.

Knockout quickly felt his panel heat up in apprehension; more whines emitting from his slightly parted lips. His face was a rosy pink colored and optics slanted with a darker red tinge in them. "P-please-"

Megatron smirked as he ran his glossa down Knockout's sensitive helm fins. Knockout moaned loudly at each stroke, his back arching at amazing heights. He threw his head back and whimpered "M-Megatron…. P-please don't s- unnngh!" By this point, the ex-gladiator was sucking on the helm piece, hard.

Megatron, despite his enjoyment of seeing the smaller mech below him wriggle around in pleasure; he felt the need to put a servo on each of the medic's arms, pinning him down. Knockout mewled when he realized he couldn't grind his panel against the larger mech's to try to drag it all out.

The warlord released the helm fin, but his glossa still lingered. He slowly dragged it down towards Knockout's neck cables and began to delightfully nip and suck on those. Knockout on the other hand was emitting all sorts of sounds from his small and heated body. "W-what is h-happening?" Knockout moaned when he felt his entire pleasure move towards his panel at incredible speeds.

"You're close," he replied in a slightly sing-song voice. The deep and rumbling baritone sent Knockout flying over the edge.

"M-MEGATROOON" he cried out in pleasure. Several gasps and cries emitted from the mech below for what seemed like an eon. Knockout's optics widened considerably when he noticed how high his back was arching. Megatron merely watched with slight amusement, enjoying the view. He felt his panel heat up from the sight of the flushed medic.

Eventually, the room was silent, save for Knockout's loud and rapid breathing and the whirr of his cooling systems turning on.

"Such a pretty mech," Megatron mockingly cooed. He ran a claw down the medic's flinching face, down his curvy torso, and paused near the medic's panel. "Open," he whispered in Knockout's receptors.

Knockout blinked in surprise at the unfamiliar command.

"If you won't…" Megatron ripped off the panel with ease, toying with it in front of the medic's face "… then I will."

Knockout screamed in pain. But eventually the sharp pain was muted by a burning desire; this desire was mostly rooted in his port. Blinded by pleasure, Knockout pressed his lips on Megatron's, too needy to even think about his actions.

"How cute," Megatron chuckled. With a click, his panel opened, revealing his own large equipment. Knockout's optics widened in fear yet his port heated up even more. The thought of such a large spike impaling him sounded pleasurable yet terrifying at the same time. Knockout had barely even touched the topic when he felt the large object impale his port, breaking his seal.

Knockout screamed, his body shaking. He felt tears stream down his face from the pain, oh the horrid pain! The agony of his seal beign broken and the rapid expansion needed to fir Megatron inside slowly melted into an unbearable pleasure. His face was bright red by this point.

Megatron knew it was his cue when he heard a soft whimper emit from the medic. He allowed his spike to move, in and out, at a slight rough yet regular pace. Knockout bounced at each thrust, his burning need the only thing his mind was focused on. He was vaguely aware of the fact that he was using his glossa to roam Megatron's face and helm, earning several moans. Knockout threw his head back as Megatron ran a glossa down Knockout's neck cabling once more. He quickly removed the object, too immersed in Knockout's port to even care what was happening around him.

Now, Knockout cried out with every thrust. Megatron's pattern was becoming more and more irregular, making the duo know that he was close as well. They shared several moans, Knockout mewling and whimpering every now and then as well for Megatron's pride would not allow the warlord to do the same.

"T-take me already!" Knockout shouted, sending a pleasurable tingle through Megatron.

Much to the duo's surprise, Megatron went down first. He grunted several times, trying to hold back what words might have come out if he hadn't done so. Knockout was vaguely aware of several warm spurts filling his port with a sticky liquid that ran all over the floor.

The medic couldn't refuse such an invitation and felt his back arch once more in overload. He felt his erect spike release the same liquid Megatron's did, only this time all over the warlord's lower torso. Megatron watched greedily with a hint of amusment as he watched Knockout overload once more. Only ragged breathing filled the room afterwards.

Megatron released the medic and fell onto his side, his optics greedily absorbing the sight of Knockout's body returning to normal. Eventually, their optics locked.

Knockout felt bare in front of the warlord, as if his spark was also showing and his armor were ripped off. He curled into a ball but found that he could not eradicate the feeling. He felt the red optics absorb his form.

Megatron got up with a small grunt, aware of the fact that Knockout's optics were following him. He strutted towards where he threw the medic's interface panel and picked it up, turning it in his hands before tossing it towards its owner. He grabbed a towel from his subspace and used it to wipe off the most noticeable of the sticky residue; he would wash off the rest afterwards. He threw that towards the medic after use as well. He slowly walked away, returning to his work. Knockout propped himself on his elbow to watch the warlord walk away, admiring the framework, before falling into the gentle clutch of recharge.

When Knockout awoke next, he felt water running down his tired body. Somebody was gently scrubbing away Megatron's and Knockout's combined residue. He cracked open an optic, the form of his washer blurring at the edges. "Breakdown?" his voice cracked. Slag, his assistant was dead, the only other large mech with similar colors was….

"Dreadwing, actually," the large mech replied softly, too soft.

Knockout sat up immediately and looked at his surroundings; the officers' wash racks. He noticed that he was sprawled out over Dreadwing's lap and blushed slightly but said nothing to provoke the subject. "W-what happened?" Knockout murmured in an exhausted voice.

Dreadwing grunted slightly "The drones told me you fragged with Megatron." Knockout's face turned bright red at the memory, his optics looked away from what was surely an amused Dreadwing, but eh large mech continued indifferently; "Afterwards, several drones found you recharging on the floor. They commed me to pick you up; which I did, as you can see."

Knockout chuckled slightly at the slight humor infused in the last sentence. "So I didn't miss much?"

Dreadwing nodded. A moment of silence passed through them, which Knockout was grateful for; he didn't feel like talking. A small cough from Dreadwing caught his attention "So… was he good?"

"uh… yes," Knockout recalled Dreadwing's slight crush on the warlord "Actually, he was quite incredible."

"I see…" Dreadwing trailed off. More silence. A soft whoosh emitted from the doors.

"Soundwave!" Knockout and Dreadwing said simultaneously.

The purple mech glanced at both before walking towards the shower next to the duo and turning it on. Knockout chuckled slightly at Dreadwing's surprise. "Everybot has to shower sometime."

Soundwave nodded in agreement. Knockout stood up, becoming slightly aware of the fact that his panel was replaced. He also noticed that a small burning desire lingered in his port. He paid no mind to it and walked away.

A/N: Review please!