Elena was sitting on the roof of the base. She couldn't sleep. Mostly because she was sad. Sad, for not being able to comfort.

It started when Arcee, Silver, and Jack returned from reckoning. Or that's what she thought until Silver came to her fast like a little kid who has been scared. Elena tried to ask what was wrong, but before Silver could tell she look at Arcee first before she took Elena far from others. In fact, she took her to her room. There she showed what happened. About Airachnid, about surviving, everything. Elena wasn't sure what to say...

Then on that night, she had dreamed of what happened that time in Cybertron. SweetStar was there too. But she was locked up. But she could see everything that was happening. Everything from the start to the beginning. A pure living nightmare. In that, Elena woke up and went outside.

Elena wasn't sure what to do. It's obvious Arcee won't talk about it. At least not openly. Knowing her too well. She would refuse to speak. In worse part, she asks who told her and never speaks to her.

"What I'm going to do..." said Elena out loud. Then she felt someone coming from behind.

"Should you be in bed?" asked Optimus.

"I couldn't sleep..." she said. Optimus knelt near her.

"What's wrong?" he asked. Elena wasn't sure if she should tell Optimus. But she wanted to trust him in these things. Like her father did. She sighed.

"It's about Arcee," she said.

"What about her?" asked Optimus.

"Silver told me that...she met someone. From her past..."

By how Elena told it could mean it was one of the Decepticons. Optimus was a bit of aware Arcee's past when she and Cliffjumper came to earth.

"I can tell it hurts her. But I don't know what to do. I feel so useless..." said Elena while tears started to come from her eyes. Optimus used his one finger to move her chin up so she could look at him.

"You're not useless, Elena," said Optimus. "In fact, that was PeaceStar once felt, when... someone else died." by how his tone changed it means the situation was hard for him too.

"Who did?" asked Elena weakly. Optimus sighs and looks up. Good thing as Prime he can control his emotions and since Elena was Star, he could tell her. It was one of the things Stars could do. To lift some weight from Prime's shoulders.

"Her name was Elita-one. She... worked beside me, when the war was just starting."

"She was your girlfriend?" asked Elena quietly. Optimus nods for an answer.

"At one time, PeaceStar needed to hide Star Tower, the headquarters of Stars. From there, they had all access to speak with Primus himself. And protect the Allspark. Elita was asked to company her to make sure she makes there and manage to hide the tower."

"Did she?" asked Elena.

"She did. But someone was after them. Elita did her best to keep PeaceStar save, but then the road was destroyed. I was expecting them from another side. Elita had no choice but throw PeaceStar to me. Then it was last time I saw her smile."

"Was she killed?" asked Elena.

Optimus could only nod on that. The scream of PeaceStar echoed in his mind when Elita died. "She was stabbed through. More than one way."

"Who did it?" asked Elena bit seriously. If it was one the cons, she would gladly use EMP on him.

"FallStar," said Optimus. Elena stayed bit shocked. A Star? Why would Star kill someone? "No one knows, how she came to exist, many say that she was punished by something unprovided. But then she raised up and killed the guards who held her down. Rumor has it she helped Megatron with his army when the war started. Many knew if you ever meet her, it would've been a miracle if you survived."

Elena was scared now. Could there really be an evil Star out there? Her name was FallStar. So, it means she once was good, but something changed her. "Any idea where she is?" asked Elena.

"No one knows. It was last time I saw her. When she killed Elita."

Elena felt sorry for Optimus. He had lost someone dear. And so did Arcee. They all have. She leaned near him as she could.

"I'm sorry..." she said, while the last tear falls from her eyes.

They stood there for a while. when it was time to get inside Elena had already fallen for sleep, so Optimus picked her up and took her with him to his quarters.

Next day, it bit usual than any other day. Ratchet was checking any exposed Energon, while Bulkhead and Bumblebee were with the kids, Arcee watching from aside and Optimus out on a drive. Elena was in Star computer but didn't do much. She looked into the screen with a bored look on her face, while passed over the topics.

"Elena, can you check something for me?" asked Ratchet. no answer. "Elena?"

This got everyone's attention. Elena always answered to Ratchet. It was either seriously or with sarcasm, but now she didn't answer at all. She kept passing over topic over and over. Everyone came to look what was wrong with her.

"Elena?" asked Jack and moved hand front of her face to get her attention. None.

"Elena, your hair is on fire." tried Miko.

Then Silver got one idea that could help. Or she wished it could. She went pick up Elena's music player and put headphones on her. But before she pushed the play button, she put volume on maximum level. Then she pushed the play button. Right, when the song starts Elena actually jump way high screaming. Maybe too high, because she got stuck in the roof.

"That was awesome..." said Miko, while she looks up just like everyone else.

Sometime later Elena was sitting front of everyone. Even if she just got surprised by loud music, she still had that bored look.

"Is something wrong?" asked Raf.

"I'm fine," said Elena.

"Elena, you need loud music to wake up on your thoughts. You're nothing but fine," said Arcee.

"Then maybe I didn't get rest well last night," said Elena and was going out, but Jack notices something.

"Elena... did you even changed?"

"What?" she asked.

"Because you're still wearing that," said Jack and point her shirt. It was true. Elena did may have pants on but she didn't take nightshirt off.

"Oh you're gonna get it," said Miko.

"Good. Now I don't need change back..." said Elena. Everyone stood shock while she went out.

"Ratchet," asked Bulkhead. "When the boss comes back?"

"I'm going to find out," said Ratchet and went look where Optimus was. Meanwhile, Arcee and Bumblebee stayed looking at the hall where Elena went.

"(Go talk to her.)" beeped Bumblebee.

"Why me?" asked Arcee.

"(It could be because of some girl stuff. You two always talk.)" beeped Bumblebee.

"Okay, Fine. But if nothing changes, when Optimus comes, I give up," said Arcee.

Arcee followed Elena to Optimus' quarters. Since she has come many often she adds the code and entered. Elena was just getting up to her room when she came in.

"Elena, we need to talk," said Arcee.

"I'm not the mood for talk," she said.

"Well, something is troubling you. You know you could talk things with me."

"Not if they're about your past," said Elena. Arcee stayed confused.

"Elena, what are you talking about?" asked Arcee. Elena turns around to face her. She didn't look bored anymore if not worried.

"Silver told me about what happened in woods and I saw what happened in Cybertron. And I know all about Airachnid."

Arcee stayed shocked. She wasn't sure if she should be mad for Silver for telling Elena or be angry to Elena for mentioning it. But she could tell Elena was worried about her.

"If you want to yell, you could do it," said Elena.

"It's not about that, Elena," said Arcee and looked away. "You don't know how it feels..."

"I actually do. don't you remember... with my father and M.E.C.H.? But then again mine problems are smaller compared to yours..."

"JUST save it," said Arcee.

"Well, it looks like it," said Elena. "Trust me. I truly wish to get beat M.E.C.H.'s asses, but I know it won't solve it."

"M.E.C.H. doesn't try to kill entire humankind," said Arcee.

"Oh, I'm sorry. I didn't know..." said Elena while her voice was getting bit louder. "Is it because we're humans and you're just...living robots."

"Give me a reason not to hit you?" asked Arcee raising her voice.

"ALL I WANT IS TO HELP!" yelled Elena. Both stood there looking at each other. They almost had a fight. Elena sighs while looking away. "But maybe I'm not the right person to do it," she said before she left to her room.

Arcee stood there processing those words. She wanted to help her. But how? What could she do? She shook her head. What is she thinking? Elena is worried about everyone. No wonder she wanted to help her. They were friends. Agh! How could she be so stupid?

Then she felt someone standing behind her. And by knowing who's room she was in.

"How much you heard that?" asked Arcee without turning around.

"Fair enough," said Optimus calmly as usual. Arcee sighs. It was probably best to leave.

"I should better go..." she said and was about leave before Optimus put his hand on her shoulder.

"How about a walk?" he said.

Arcee wasn't sure, but since Prime suggested it. They left his room without anyone noticing. Then they transformed and leave the base. But one thing was that Silver followed them from behind.

Once they get outside and bit far from the base they transformed and start walking. Luckily they walked on the place where wasn't any roads so no human couldn't see them.

"I didn't want her to get so worried," said Arcee. "She doesn't know where Airachnid is capable of."

"But she knows how to deal with cons," said Optimus. "Elena has already lost many dear ones like we all are. Been worried about you is one thing that keeps her fighting."

"I know..." said Arcee. "Then again she would have found out. Stars share memories too."

"She is still learning about them," said Optimus. "Last night she learned about FallStar."

That didn't sound good. FallStar was every Autobots nightmare. It was one the stories that were used to scare bot in the night-time." How she took it?"

"She was surprised. Obviously, Peace or SweetStar didn't tell her."

"How can you told about someone that one of your siblings has become Fallen," said Arcee.

"Perhaps you're right..."

There was deep silence between them.

"I sorry," said Arcee suddenly.

"Of what?" asked Optimus.

"About Elita," she said. "Many soldiers talk about you as a couple."

Optimus stood quietly. To be honest he hasn't been with any other since Elita. Those feeling had been long hidden, until... Those memories in Arctic started came to his mind. And then what happened on the base after it. Could it be possible? He wasn't sure yet.

"Everything okay?" asked Arcee, when she realized that he has been long in his thoughts.

"Yes. I'm fine," he said. "Maybe it's best if we head back to base."

"Okay..." she said, while they turn back to the base. without even noticing Silver has followed them from the long way.

When they came back, they stopped on Quarters of Optimus. He needed some things to do on his desk.

"So, we see at command center?" asked Arcee.

"Yes," said Optimus.

"I guess you were right. Looks like I just needed a walk," she said.

"You just needed someone be with," said Optimus. "I think that what She would have wanted." And it was obvious that by 'she' he meant Elena.

"I know... Thank you for listing," she said and tried to reach him to give a kiss to his cheek. But right when she was going to move away, he picked her chin by two fingers and kissed her on her lips.

Arcee was a bit surprised by this, but in truth, she enjoyed it and kissed back. They kissed while before they broke it. None them didn't say much.

"I-I should better get going?" said Arcee and walks away. But right when Optimus has entered the room and closed the door, Arcee leans to the wall and touch her lips. He actually kissed her. She did have a crush on him, she admits that. But now he really kissed her. She wasn't sure what this could mean, but it felt wonderful. Then Ratchet's yell brings her back to the present. So, she walks to the command center.

When Optimus had closed the door, he touched his lips. He did it. He really did it this time. He kissed her. But how she took it? He wasn't sure. She looked so confused. Maybe he should...

"You know, next time you open the door, when you really are going to enter." heard a voice in his room. Elena was standing there wearing a robe on.

"Elena...did you..."

"Oh, I see it alright. You kissed one another," she said bit cheerfully.

"I'm not sure if she..."

"Actually, she has been a crush on you while since she got here," said Elena.

"What?"

"When she first time asked to talk with me, she told me that," said Elena.

Optimus was bit blushing.

"And I know what happened back at Arctic and back then at sickbay." finished Elena.

"Elena..."

"Let me finish," she said. "I'm not going mess into this. But I really like Arcee. I have seen how she looks at you. And I know you're in a middle of the war and so on. But that doesn't mean you can't fall in love."

Optimus stood quietly. That was unexpected from her. Maybe it's better at least think about it.

"I let you think about it," she said before she went to her room. There Silver was bit disappointed. Mostly on that, she went to big walk to see if they will start to kiss there, but nothing.

"You really should stop that. You're acting like a kid," said Elena to her before she went to change for a casual outfit.