Knockout finished repairing Dreadwings leg. Shelby had started to repair the minor cuts and scraps along his chassis while Dreadwing was in recharge.

"Shelby I need to ask you something." Knockout started.

"Of course, anything." She stopped what she was doing and looked up to him.

"Are you doing something to cause the equipment you build...to fail?" He whispered the last part.

It was so quiet Shelby almost didn't hear him. She looked up at him with a straight face. She realized she had been caught and it wasn't from Knockout.

"Yes." She answered, in a straight monitone voice.

Knockout looked away and bit his lip, clearly hoping for a different answer. Thinking for a moment, he looked back at her.

"Why?" He asked, unsure why he did after he said it. He knew why.

"I wasn't going to let Megatron destroy Dreadwing or the Autobots. Everything I created for him would of surely done just that. I can't let that happen. He should of never tried to get me to do his dirty work." She ranted to him. Knock knows how much she's been wanting to leave the damned vessle.

"I just had to hear it from you." He said in shame.

"Knockout help us. Help me. Escape with us." She walked to the edge of the examination table. He looked at her like she was crazy.

"Are you out of your mind?" He tried to whisper.

"You are not a decepticon. There is good in you. Especially after you told me about Breakdown. Dreadwing changed and I know you have to." She explained.

She was right, he had changed. After Breakdown died, he realized how much he relied on him. Then when Shockwave came back, it made it harder to feel needed. The decepticons never cared about him. He was different than all of them. Shelby knew it. She made him feel wanted again. Though he would never admit it.

"You have been there for me and you are my friend. Please come with us and help plan our escape." She pleaded.

"I can't, Shelby. If Megatron found out about what I did. I'd be a dead con. I'd be hiding for the rest of my life." Knockout sighed. As much as he wished he could go, he knew he couldn't. At least not yet.

"I understand." She did understand. She knew where he was coming from. Dreadwing was the same way after she brought him back.

"But I will help you. Or at least try too." He told her.

She gave him a small smile as the conversation ended. She went back to buffing Dreadwing and Knockout started working on the other injuries he had. His chassis was buffed, his cuts have been soldered, his leg was whole again. Dreadwing was still in recharge. Shelby was sitting on him, hugging her knees. Taking in the view. It was hard for her to believe that he was really here. It had been four months since she had last seen him and now he was with her again. Knockout had left to do a mission for Megatron. So, it was just the two in the med bay. Shelby told him all about what had happened to her while she was on the Nemisis. Even though he was asleep she knew he was listening.

"And Shockwave made me this amazing suite to protect me. He even made it black and pink. Its pretty awesome." She chattered.

She sat there for a moment. Still trying to figure out how her life became to be like this. That was until Dreadwing started to stir under her. His deep ruby eyes flickered open. He gave a low groan, brought a servo up to his helm and rubbed it. Shelby stayed where she was to make sure he didn't get spooked.

"Ugh, what happened?" He yawned.

"You went into recharge after Knockout and I started to repair you. You needed it. When was the last time you charged with the generator?" She stood up and asked.

"Yesterday" He told her bringing his head up to looked at her better.

"Okay so we have at least 3 days to get you out of here before you need a recharge." She started pacing across his chest.

"Um... Ratchet was able to calibrate my power structure to make the charge last longer. So it last about a week now." He revealed. He didn't want her to feel like she failed.

"Oh okay. Well that's good then. We have some more time then." She pointed out. She put her index finger on her chin and the other arm behind her back, still pacing and thinking hard.

"Your going to rub a hole in his chassis if you keep pacing like that." Knockout hollered at the pacing women as he walked in. She jumped as he startled her. This caused her to slip and slide down Dreadwing's side.

"Whoa." She landed on Dreadwings servo.

"Thanks Dreadwing." She thanked. She stood up and brushed herself off. He slowly sat up keeping a steady servo.

"Your going to be sore for a little while and you can't be on your leg yet. I still want you to rest for a bit longer." Knockout ordered.

Then the bay doors opened and walked in Megatron.

"How is our guest?" He asked Knockout. Dreadwing brought Shelby close to his chest, making sure to protect her.

"His leg is back together, and Shelby helped me buff out is paint job. Want him to look good for when he gets terminated." Knockout lied him about the termination idea.

"I'm sure Shelby is happy to be reunited with him." Megatron sneered staring right at her.

She stared back, glaring at him. Dreadwing kept her close, as Megatron walked closer.

"Shelby, Now listen carefully," Started Megatron, "If you try to cause anymore machines to fail, there will be even more dire consequences than just a severed leg."

With that, he turned and walked out the med bay. Shelby looked down, for some reason she felt guilty about it. Now She has to chose to either save Dreadwing or save the Autobots. They had to leave as soon as they could. She wasn't going to risk anymore lives. She will not let Megatron win. Megatron gave her a smirk and stalked out of the room.

"Your the reason behind all those machines." Dreadwing looked down at her, surprise written all over his face. Her guilt ridden face started to form tears.

"Dreadwing, I had to. Megatron would of killed me if I wouldn't have. But I made sure after a certain point they failed. I couldn't let the Autobots get hurt." She whimpered. He gave her a small smile. He believed her.

"I trust you. I know you would never really do his bidding." He assured her.

"That's cute and all. But now you really have to build a machine that works." Knockout enlightened them. He stood leaning back on the counter, his arms crossed.

Shelby gave loud sigh. "Was that necessary?" Knockout questioned.

"Yes, yes it was." Shelby smirked.

"You always over exaggerate. Just fix up one of the ones you already built." He stated looking at his claws.

"Hell no! I don't want Megatron to destroy the Bots. What's wrong with you?" She yelled to him.

"I'm a con. Everything is wrong with me. Except my finish. I look gorgeous." He said sarcastically. Shelby gave a small chuckle.

"Yeah only because I told you about a car wash." She stood in Dreadwings hand and popped out her hip as she crossed her arms. This made Dreadwing give a low snicker. Knockout waved her off, knowing he lost the fight.

The rest of the day seemed to fly by. Shelby knew she should of been working on a new project, but she wanted to stay with Dreadwing. Knockout had been in and out of the bay, doing other work for Megatron and Shockwave. He was feeling quite jealous of the two. He didn't like the idea of Shelby spending all her time with Dreadwing. He missed the time they spend together. He didn't want her to leave either, but he knew it was for the best. He couldn't force her to stay. Well actually he could, but if he told Megatron about her trying to leave...He would kill her. Knockout didn't want that either. He decided it's probably best if he just stay out of it. It was about that time to head to recharge. He went to get Shelby and put her in her berthroom.

"Come, Shelby time for recharge." He ordered.

"Awwwww, please let me stay with Dreadwing." She whined.

"You know Megatron wouldn't let that happen." He stated.

He was right, Megatron would never let that happen. She accepted defeat and climbed up into Knockout's servo. Not without saying goodnight to Dreadwing and giving him a kiss on his cheek. She gave him one last wave goodnight and Knockout took her to her room. Once in the room, she was gently set down on her platform.

"Thank you." She said to Knockout before he left the room.

"Anything for you, Shelby." He whispered.

He walked out of the room and the door closed behind him. She walked over to her wardrobe and changed into her pj's. She walked over the bed and laid down. The past events from today ran though her mind. Slowly, she let sleep consume her.

Knockout walked slowly down the dark halls of the Nemisis. Todays events running though his processer. Her words seemed to melt into his spark. 'Come with us.' Those words played over and over. There is no way he could. Megatron would have his spark. The Autobots would never accept him.

'What is happening to me? I'm a con. I shouldn't be thinking this way.' He thought back to himself.

He slowly started to think more negative thoughts, making him more and more angry. He was so focused he didn't realize where he was going tell he ran into someone.

"Frag, Knockout. Watch where you are going!" Shrieked Starscream checking himself for scratches.

"Oh stop whining." Knockout yelled back at him.

"What was shoved up your tailpipe?" Starscream snapped.

"Dreadwing was." Knockout snapped.

"D...Dreadwing is...is aboard?" Stuttered Starscream. He started cowering down, afraid to run into Dreadwing.

"He's chained up in the med bay. Don't worry he won't hurt you." Knockout huffed.

This pleased Starscream. He now brought up his hands and started thinking evilly.

"Lets go pay him a visit shall we." Starscream said slyly.

"He's injured, Starscream." Knockout expressed.

"Then it will make it all the more better." He sang and started making his way towards the med bay.

Knockout thought about just letting him go, but changed his mind and quickly followed. Dreadwing was in recharge as they walked in. The smile that was already on Starscream's face, grew bigger.

"Well well well. What happened to him?" Starscream asked, his tone sarcastic.

"Do you even care?" Knockout scolded.

"Oh of course not. I should end his pathetic life right now. Let him join his precious Skyquake." He ranted.

Knockout stood to the side, not really listening to Starscream rant and rant. Before Knockout could even react, Starscream was choking. Dreadwing was wide awake and had yanked the restraints clean off. Now he was grabbing Starscream by the throat. Squeezing tight, as tight as he could. His eyes glowing with anger. Starscream was struggling trying to loosen Dreadwing's grip. He was failing. It wasn't tell Shockwave walked into the room and ripped the two apart. Starscream held his throat, trying to keep the wires that were torn from tearing more. Energon leaked from his neck. Knockout grabbed a soldering gun to start repairing Starscream's neck. Dreadwing's servo was still clutched together, his lips pierced together in a scowl, optics locked on the whimpering mech. Shockwave pushed Dreadwing back and relocked the cuffs holding him down. Dreadwing struggled some against his hold. He wasn't done with Starscream yet.

Not yet.