Disclaimer for whole fic: I don't own Transformers, no matter how much I wish I did.

Black Wolf-Dog: So I couldn't resist, I've been a Transformers fan for a long while now, but I didn't want to write a story until I felt I could do the amazing characters justice, and then this idea hit me and just refused to go away, I'm hoping it comes out in writing as well as it played in my head. I intend to keep the canon characters as much in character as possible, a few creative liberties will be taken but mostly in regards to events in a character's history. This is AU, in the live-action universe after the first film, though several other-continuity characters will make some appearances.

This story is very much an experiment for me as it will be in 3rd person (for those who've read my previous stories, you know I usually do 1st person), and there will also be some pov switches. No worries, I won't be doing the same scene from two pov's, but this story will follow two main characters, Prowl and my OC, and so will jump back and forth between them up until they meet and are in the scenes together. Page breaks will be used to indicate those jumps.

Like I said, this is totally new for me writing this way and is slightly out of my comfort zone, so any constructive criticism will be greatly appreciated.

Flames will be laughed at and used to roast marshmellows. So please don't flame, I really don't need those extra calories ;)

This story is dedicated to the wonderfully amazing T.M. Wolf , who got me from 'interested' in Transformers to 'obsessed', and without, this story never would have been done. Thanks Wolf for letting me bounce all these crazy, half-baked ideas off of you and for encouraging me to write this!

All of the chapters will begin with a quote I feel fits the chapter, I'd love to hear some of your opinions of them!

WARNING: This goes for the whole story, I intend to do the Decepticons justice. They will not be like the movie, they will not be like the shows. They are going to be Decepticons, they are going to do horrible, gruesome things to each other, to the Autobots and to humans. So please, if you are going to read this, make sure you have the level of maturity and stomach to handle it.

And now, onto the prologue of No Rest for the Wicked! Enjoy! :)

All changes, even the most longed for, have their melancholy; for what we leave behind us is a part of ourselves; we must die to one life before we can enter another. ~Anatole France

December 24

The snow had stopped falling some time ago, the clouds giving way to the full moon's reflective power, lighting up the winter wonderland. The cold couldn't dampen the immense cheer the little town exuded as carolers roamed from door to door, singing of good tidings and Christmas spirit. Families loitered on the sidewalks, laughing with friends as their children frolicked through the snow. Holiday lights and decorations twinkled merrily from every house, casting colorful illuminations on the streets.

A man walked by himself along the road, a small smile on his face as he took in the serenity, happiness and love his home was surrounded by. He took a deep breath, relishing the clean air even as the cold lightly stung his lungs, enjoying the quiet as he breached the line of houses. Checking his watch he determined he had at least half an hour before the family would come looking for him. As much as he loved and adored all of them, there was only so much of the giggling and shrieking children and his uncles' raucous laughter he could take in one sitting. So he continued to walk away from the celebrating families, reveling in the unearthly quiet the snow always brought about while he could.

It didn't take him long to reach the very outskirts of town, the shops closed up and dark for the holidays, the bright moon above providing more than enough light to see by. He shoved his boots into the light layer of snow, mindlessly kicking it up as he recalled memories of his childhood here, how he'd climbed that tree on top of the hill, or skateboarded off of that shop roof only to land in the back of his mother's truck as she drove by. A relaxing sigh escaped him as he reveled in the memories of his carefree youth, idly wondering if the old mill still stood at the end of Bonnie Lake road. Glancing at his watch again, he figured he had enough time to go see.

It really wasn't much of a surprise to find the old thing still standing, dark and dreary; the wood sagging in what could be imagined grief and exhaustion. A limp wreath hung from the door, adding to the sad effect instead of dampening it. The boards groaned and creaked in protest against the soft breeze. He couldn't help but grin to himself, feeling only slightly foolish at having once been afraid of the 'haunted' mill, of spending an entire night inside by himself to prove he was a 'man'. It had been a strong tradition passed down amongst the boys, and now ten years down the road, he knew it probably still was.

Another sigh, he knew he'd have to return home more often, the pure happiness of the entire town was infectious. There were no worries when he came here, they fell of his shoulders the second it came into sight. Everyone here was an innocent, with no idea of what was going on with the rest of the world. And it was perfect.

Turning away from the mill, he started back toward the town, mentally preparing himself for another few hours of cheerful noise. He burrowed into his coat as the wind grew in strength, biting at his cheeks and freezing his breath. The light dimmed as the clouds reigned over the sky once again, releasing giant snowflakes onto the already dusted ground below. He picked up his pace, belatedly remembering a storm was supposed to be moving in tonight. At least he could be thankful the reflective snow lit up the road enough he could make his way back, and that a steaming cup of coffee would be waiting for him back home.

Maybe he'd give in to his childish desire and get hot chocolate instead, complete with whipped cream and a candy cane.

He'd almost made it to the first shop when a peculiar sound reached his ears over the now howling winds; growling. Turning back the way he had come, he was assaulted with a blinding light as he placed the noise to a high powered engine. The car fully crested the hill, dropping down the slope and removing the glaring headlights from his vision. It was an odd thing, someone driving around this late on Christmas Eve, but then, the elderly couple across the street had said they were hoping their granddaughter would be coming up tonight.

The wind pounded at him, burning his exposed ears and hurtling snow down the back of his neck, making him wish he'd thought to grab his scarf.

He was no car expert, but the flashy, purring silver machine that slid across the ice next to him probably cost more than just a pretty penny. There really was no way he wasn't going to admire the sleek curves as it came to a full stop, he was a guy after all, it was practically in his blood.

The passenger door swung open, the interior light momentarily blinding him after so long in relative darkness.

"Excuse me!" a male voice called out from the driver's side. It took several seconds for his eyes to adjust enough to look the other man straight on, noting he looked somewhat like one of his uncle's buddies. "I'm a bit lost I'm afraid," the driver gave a half-hearted chuckle as he held up an upside-down map, "And was wondering if you could show me how to get back to the interstate?"

"Sure." He moved closer to the vehicle and at the driver's prompting, leaned partially into the car to show the man the correct route, taking notice of the rich leather underneath his hand. He hoped the driver didn't have far to go, this storm was getting worse, and no one should be stuck on the road away from family on Christmas Eve. "You go back the way you came until you reach this junction," He instructed, running a finger over the path on the map, "then you take a left—"

The wind gusted, slamming the door into the back of his legs and pitching him forward into the car, whose interior lighting had suddenly gone out. A sharp prick on his neck made him wonder if he'd been stung or zapped, but before he could give it much more thought, his mind turned fuzzy and he fell limp against the seat.

The driver seemed to pay little mind to the unconscious man, spinning the car around and speeding off the way he had come, the wind silencing the throaty engine and the heavy snowfall covering all traces that he had ever been there.

For it being such a late hour on Christmas Eve, the streets were surprisingly still packed with people. Then again, this was New York, the city that never sleeps, not even on rain-soaked holidays. People bustled back and forth, arms loaded with colorful, bulging bags while screens flashed their various advertisements, urging the crowds into stores than never closed. It was the night before the most gift-giving holiday of the year, and this was New York, so why not go a little crazy? The pain in the wallet could be realized later, after the presents brought about joyous expressions and exclamations from friends and family.

Jewelers particularly loved this time of year and had all-hands-on-deck as husbands and boyfriends rushed for the last minute sparkle that would make up for the raunchy gifts they suddenly realized would probably get them in trouble.

Women emptied the shelves of tape and wrapping paper, finding out the hard way they didn't have has much as they'd though they'd had left over from the year before, and quickly discovering the small roles didn't go nearly as far as they claimed to.

Children were empty on the streets; all tucked into their beds, trying to fall asleep so Santa could come yet too excited and hyped up on sugary candy canes to lie still for more than a few seconds. Many attempted to creep out of their rooms and catch a glimpse of Santa eating the cookies they had left out for him.

The grandparents were the only ones resting peacefully; they'd done this routine enough to have figured it all out. They were ready for the crazy morning to come a week in advance, so that while the youngsters fretted and rushed about, they could laugh and reminisce and sip a glass of eggnog.

It was the Chaos of Christmas and it never changed from year to year. Rain, snow or clear cold nights wouldn't prevent the last-minute shoppers from mauling the stores, and the shop owners would never complain as they heard the registers ring.

Taxi services also loved the holidays, more specifically, the cold, rainy holidays that made walking too miserable to bear, especially with arms loaded with gifts that just could not get wet. The yellow cars were almost as coveted as the hottest toys that continuously flew off the shelves, the high demand causing drivers to go just a little bit faster, hoping to cram as many miles as possibly before the crowds disappeared until New Years.

As such, there were always those unlucky ones who found themselves without that toy, and stranded on the wet streets packed with people and forced to make the walk home. One of those unfortunate individuals was a woman, there on vacation but still hoping to grab some great souvenirs for the siblings before the shelves were gutted. She'd found presents they'd love, but was not privileged with a ride back to the hotel. So she hefted the many heavy bags further up her arms, mumbled a few words absent the holiday cheer and set off down the street.

It was far easier said than done to walk down a New York sidewalk with arms loaded to the max. The woman felt much like a rope trying to be thread through a needle.

Salvation! There through the throngs of people she spotted a Taxi pulling up to the curb, relieving its burden of two men just six paces in front of her. All she had to do was reach it and climb into the backseat before anyone else had the chance. She made it within two steps before a small hoard of women besieged the cheerfully-colored car, filling it to the brim. Her fingertips grazing the trunk as her yellow rescue disappeared into the mass of occupied cabs.

The woman huffed, wondering what had possibly given her the bright idea of coming out of her warm hotel room tonight, before trudging on, cursing the rain as it came down harder.

"Need a ride?" She wasn't sure what made her turn, the man who'd spoken couldn't have been talking to her, she didn't know anyone in the city after all, but turn she did, finding a red sports car she hadn't even heard approach coasting next to her, passenger window rolled down and driver leaning over the console, staring expectantly at her.

"Are you a taxi?" She asked, mentally kicking herself for the question a moment later when he laughed. He had a nice laugh, she decided.

He shook his head, brunette hair falling over dark eyes, "No, just going in the same direction as you. Plus I saw how close you were to grabbing the last cab. So do you need a ride? Or are you enjoying the rain too much?" He grinned; oh he certainly had a nice smile too.

The thought of a warm, dry ride with a gorgeous man was almost too good to be true, but the warning bells stayed silent. She was surrounded by people in one of the busiest parts of town, plus this was Christmas, people often reached out and did unexpected acts of kindness around the holidays. The fact that the driver belonged on the movie screen and his car probably cost more than her salary was just a bonus. This was New York after all, stranger things have happened.

Realizing she'd probably kept him waiting too long, she snapped out of her thoughts, decided to live in the moment and opened the door. "Thank you so much." She smiled, pulling all of her bags into the car before swinging the door shut. "I'm staying at the Hilton if you're willing to go that far, or you can drop me off anywhere, a bus stop or taxi station." She snapped her mouth shut when she realized she was starting to ramble. 'Live in the moment,' she reminded herself, 'stop overthinking things.' "Thanks again, really, you're a life saver."

The man grinned and pulled away from the curb, locks clicking into place as he sped into and around traffic, the crazy driving blending perfectly into the mad dash of harried drivers.

And the crowds continued to pulse on, barely giving a second's glance to the woman who got into a red car, this was Christmas Eve after all, there were too many things left to do and too many people to weave through to take notice of an un-extraordinary woman doing an equally un-extraordinary act.

Miles away, a bum glanced up from his fire as a throaty engine roared by the entrance to his alley; these roads were usually quiet after dark, so he tugged his ragged coat tighter about his shoulders and stepped out from under the protection of his tarp and into the rain to investigate what had been tossed—or fallen off of—the car. He grinned a crooked smile as the holidays came a few hours early for him, the bags full of clothes and gifts and no sign of the car coming back for them.

And as he went back to his fire with new possessions in tow, the rain continued to pour.

December 25

The cargo plane's landing certainly wasn't the smoothest it could have been, and the Major on board had to wonder if the crew had already broken out the eggnog despite it being only eight hours into Christmas morning.

As much as he wanted to be home with his wife and daughter, getting back to his home-away-from-home from a mission with zero loss of life was a gift in his book. Now he could enjoy the holiday, and allow all of the families of those around him to enjoy it too.

The massive loading ramp finally lowered and the soldier paused a moment at the top as the morning sun blinded him, the heat already a force to be reckoned with. An engine revved behind him, a thick, black bumper lightly pushing into his back as he tarried too long. Lennox smirked as he let himself be 'guided' down the ramp. For all his big, tough attitude, the truck really didn't like flying. The soldier would have dared say the mech was afraid of flying, if he was willing to be stuck riding in the truck's bed…again.

Lennox started on his way towards the officers' barracks, weaving through the orderly chaos of NEST soldiers going about their business, many stopped to salute him and he waved them on, eager for the luke-warm shower that awaited him. It never seemed to matter where the mission had taken him, the deserts of Africa, the mountains of South America, the frozen tundra of Russia or even the small towns of the US, at the end of the day, he found himself coated in sweat, grime and other questionable substances, whether they made enemy contact or not.

And now he was ready to be clean and feel human again, even if there was only one water temperature on Diego Garcia and he was more than likely to find several pesky red crabs inhabiting his bathroom.

Many blessedly long minutes later the Major walked back into the sun, damp hair, clean clothes and off duty for the next 24 hours.

"…body was found on the side of the 415 highway; authorities have yet to identify the victim and the cause of death but tell us the older woman has been deceased for several days…" One of the several news stations blared out above the rest, commanding the main screen and greeting Lennox as he walked into the rec room.

"Epps!" he called, waving over at the black man lounging on one of the couches, surrounded by remotes, "Turn that off! It's Christmas, no news on Christmas!" He grinned as the airman laughed, obediently changing all ten televisions to the annual broadcast of holiday movies.

"So how was the trip?" Epps smirked, having already heard Ironhide grumbling about cowardly 'Con scum and too-small planes just minutes before.

Lennox groaned, dropping down onto the couch with his friend, "The signal we'd picked up disappeared before we'd even completely crossed the water, whatever they were looking for they found it and cleared out."

"What is that?" The two men glanced behind them as a large, silver, metallic being rolled into the room, blue optics flashing from the soldiers to the screens.

"Rudolph, care to join us?" Lennox offered, motioning to the super-sized 'couches' set up behind him.

Sideswipe took another look at the movie, "Its nose is glowing."

"Yup." Lennox was always impressed with the Cybertronian's ability to mimic human expressions, and the confusion on the silver mech's face was providing more entertainment than the 60's graphics.

"It's a talking deer."

"Reindeer actually." Epps supplied helpfully, taking full enjoyment of the moment.

The Autobot's optics dimmed for a moment as he hacked the Internet, "It looks nothing like a reindeer…..is it flying?"

"Yes, yes he is." Lennox didn't even try to stop the grin, pondering how the 'bot would react to some of the 80's cartoons and wondering if it would be anything like the fiasco that occurred after introducing a certain black and white to Scooby Doo.

Sideswipe shook his head, rolling back towards the exit whilst muttering about the deranged creations of humans. "Rudolph is a classic!" Epps shouted after him, "Don't knock the classics!"

The rec room now void of distractions, the two men turned back to enjoy the simplicity of the storyline, Epps wondering if Hollywood would turn to it for its next reboot.

"…all units we have another missing persons report, be on the lookout for a 24 year old white male…" The soldiers groaned as their movie was once again interrupted by an Autobot, the mech passing through the room and towards the Energon dispenser that had been set up in the corner.

"It's Christmas Prowl! No police scanners on Christmas!" Lennox chastised, doubting the cruiser ever didn't monitor the scanners when he wasn't on duty.

"Crime does not stop simply for a day in which a portion of Earth's population celebrates." The tactician replied, grabbing his Energon cube and disappearing out of the room, scanner still spitting out details of the latest missing person.

Epps rolled his eyes, "I swear he's a metal Spock." His fellow soldier agreed and the two fell back into a comfortable silence, enjoying the peace in which they could watch the movie they'd grown up to.

An explosion rocked the base, fuzzing out the TVs for a moment and shaking the ground; a single alarm went off in response, a low, short buzz that had come to be known as the 'Wheeljack alarm'. Epps shifted his position on the couch, throwing his hands behind his head, "Just another day in paradise."

December 26

This was hell.

The smell alone was enough to roll even the strongest stomachs; the stench coated the air, melding with the fog to create a smog that clung to the mountain valley for acres.

Tom usually loved his job as Park Ranger, plenty of solitude in Mother Nature's most beautiful landscapes, but investigating the source of this rancid smell had to be the worst assignment in the history of bad assignments. It clung to him, seeping through his coat and pasting against his skin with a layer of freezing grime he knew would take days to scrub off. His throat tightened; repeatedly tensing as his body attempted to throw up even when there was nothing left to hurl.

Honestly sewers in the summer smelt better than this.

He reached the lowest part of the valley, where the trees dropped away and the grass stood waist high; the smell growing stronger with every step he took. A few steps further and his body could take it no longer, forcing him to bend over and heave for the sixth time in an hour. This really couldn't be healthy for him; he should have demanded a gas mask. Then again, no one would have guessed it to get this bad, tear gas was probably less painful to breathe.

The smog was the thickest here, limiting his sight to only a few feet in front of him, the sick smell of decay hanging in the air in an almost tangible form.

He didn't know it was possible for something to smell this putrid, for scent alone to threaten to suffocate him; that the human body was capable of heaving this many times in so short a time span.

His boots squelched in the tall grass, bringing his trek to a halt as he paused to see just what he had stepped in. He knew these grounds, there was no water source within a mile, it hadn't rained or snowed recently and it was barely above freezing, any liquid that squished into the mud had to be in large quantities fresh.

Both of his boots were red, soaked up the sides in the stained gore.

Then he caught sight of something in the grass just inches from his foot.

He didn't even have a chance to try and stop the retch, doubling over as his gut revolted at the sight before him.

Ripping out his walkie-talkie he attempted to reach the station, wishing not for the first time he had cell service out here. He needed the police; this went well beyond his pay-grade and expertise.

As he fumbled with the communications device, desperately hoping someone would hear his call, a morbid part of him wondered just who the arm in the stained mud belonged too, who or what had torn it so raggedly and where the rest of the body was.

He didn't know much about the human body, but he knew the amount of blood that had seeped into the ground didn't come from just the arm, possibly not even a single body. It rolled his stomach even more when he realized the low decay of the arm meant it was relatively recent, and in no way the cause of the widespread stench. Something else out here was causing the smell, and Tom had a horrifying realization of what it probably was.

He cursed as the walkie-talkie received nothing but static, he'd have to hike almost all the way back out to find service of any kind, and he knew he couldn't take the continuous gagging a second time.

Taking careful notice of every step he took, he continued through the newly formed bog, all the while attempting to raise someone, anyone, on the radio. He needed to get out of there quickly, leave this job to those trained for it, perhaps take a long vacation, find a desk job where the worst he would see were paper cuts.

Hope swelled in him as he heard a roaring engine through the smog clouds, he wasn't alone! This person could give him a ride back to the station; get him the hell away from this area as fast as possible. He couldn't handle this carnage, this was beyond any slasher movie or cop show, this was a reality he wanted to put as far behind him as fast as possible.

Turning, he tried to pinpoint where the vehicle had pulled in, the headlights were blocked by the tainted fog, making it nearly impossible to pinpoint the exact location of the vehicle. Even the sound of the growling horsepower echoed through the frozen mist and Tom found he could only take an educated guess about where to go. Off to the right then, there was an old logging road in that direction, it had to be where the 4x4 had come up from.

With that in mind, he headed off, disappearing into the bog.

And that is the prologue! Some nostalgia, some frustration, some relief and a whole lotta stink. If any of you had problems reading Tom's experience, I suggest you back out now, because the 'Cons can and will do worse than that.

Anyways, the whole thing was fun to write, though I had a blast with Diego Garcia, especially with Sideswipe and Rudolph. ;) Anyone else notice how completely horrible everyone was to Rudolph and the elf in that movie? And then they were only nice to them when they needed something from them, ie. Rudolph's shiny nose? Nice message to teach to the kids guys. XD Anyways, a bit of humor, giving a little shout-out to G1 Transformers if anyone caught it. Aaaaand that will probably be the last of the humor...for a long time... :D

There were 3 Decepticons in this chapter, chocolate fudge to anyone who can correctly guess what their names are!

Next time on NRFTW: We meet the OC, get a bit more Prowl-time and the plot actually starts!

Please drop a review and let me know your thoughts! Really, the little box is right there, looking so lonely with no words written in it, don't leave it lonely! Feed the review box!

The update will likely come the day after Christmas, so until then, Merry Christmas and God Bless!

~Black Wolf-Dog~