Warning this chapter might make you cry.

Meanwhile on Cybertron Arcee and Knock Out decided to put their escape plan into motion. They noticed that Shockwave had several vehicons working for him and they had to get the attention of some of them.

"Help!" Arcee yelled through the bars of their cell. "My friend is sick and maybe dying!"

Two of the vehicons came down the hallway and found Arcee acting frantic and Knock Out laying on the floor with his optics closed shaking and venting heavily.

One of the vehicons kept his blaster aimed at Arcee while the other kneeled down next to Knock Out to check the red mech over.

Then suddenly to his surprise said mech grabbed him by the servo as his optics flashed open at the same time he jumped up and tackled the vehicon.

The one who had his blaster to Arcee was distracted by this and she was able to jump him while Knock Out who had faked being ill as part of their escape plan took care of the other one and a few seconds later both vehicons were unconscious on the floor of the cell.

Then Arcee and Knock Out took off down the hallway.

"How come I had to be the one on the floor my poor finish." Knock Out half complained half joked.

"Well your a medic so your better at faking symptoms then I am." Arcee told him.

"True." He agreed as they started to look for a space bridge to take back to Earth.

But on their way they overhead a conversation between Shockwave and Quintessa and learned of Shockwave's plan to make a Warrior to fight Unicron and use the two of them as bargaining chips to get Optimus Prime's CNA.

"In a twisted way Shockwave thinks he helping but he planning to use all Decepticon CNA and there's no telling what kind of result that could have it will probably just make things worse." Knock Out told Arcee in a whisper so Shockwave and Quintessa would find out they were there.

"We need to find a way to destroy whatever he's trying to make then get back to Earth to warn the others about Unicron." Arcee said back to him.

Then they walked farther down the hallway tell they found Shockwave's lab and realize by looking out a window that they were not only on Cybertron but on top of a cliff somewhere it was so high they couldn't see the bottom.

Then they spotted a tank with something inside it. And knew that was what Shockwave was making from the CNA he was collecting.

They were about to destroy the tank when Shockwave came in. "I can not allow you to destroy my work when the future of Cybertron depends on Unicron being defeated." He told them.

"How did you get all that CNA?" Arcee asked.

"I took it from my fellow Decepticons during the war when they were unconscious in the medbay." Shockwave explained.

"You actually caught me taking Starscream's and I had to give you a serum I made to wipe it from your processor." Shockwave added looking at Knock Out. "Which was how I obtained your CNA."

"You monster your insane!" Knock Out growled to say he was angry would be an understatement. "How could you do that to me? How could you do that to all of them? You stole our CNA!"

Well Knock Out was yelling at Shockwave and the Cyclops was distracted. Arcee decided to try to destroy the tank and was getting ready to fire her blaster at it when Shockwave saw her about to pull the trigger and tackled her making her hit the control panel instead.

Then the tank liquid started to drain from it as it began to open.

"What's going on?" Asked Knock Out.

"You have brought my creation online permutchorly it does not have the Prime's CNA." Shockwave explained.

Then a black and silver mech who looked like Megatron only with wings like a seeker and blood red optics emerged from the tank.

"I will destroy everything." The mech said. " "Cybertron and Earth and the rest of the Universe will fear me!"

"Not if I can help it!" Shouted Arcee firing her blaster at the mech he was around the size of Optimus or Megatron.

The mech quickly flew at Arcee knocking her to the other side of the room. This made Knock Out mad and he started fighting the mech.

But the mech proved to be stronger then him and slammed the cherry colored transformer hard into the wall so hard that he knew he'd felt something break.

Then the mech started beating Knock Out senseless and twisted one of the red medic's servos then held him up by the helm.

Knock Out was now covered in dents and scratchs his optics were rolling to the back of his helm showing that he was dazed. Arcee who had recovered saw he was in trouble and rushed over to help.

Knock Out recovered his seances just in time to see the mech stab Arcee through the midsection with a blade like Megatron's.

"NOO!" Knock Out cried as he raced over to help Arcee knowing she was hurt.

But when the mech saw Knock Out coming he tossed her out the window and the red medic rushed to try to grab her before she fell off the cliff that was outside it.

Glass shattered around them as Knock Out rushed to grab Arcee hoping to save her from what would be a fatal drop. His servo was only inches from reaching her's when the mech shot a fussion cannon at them and it went off between them sending them in opposite directions.

Knock Out was flinged backwards and landed laying on his back but quickly jumped up and ran to the window and looked just in time to see Arcee disappear over the cliff as her optics stopped glowing mid fall.

"No Arcee!" Knock Out choked as coolant tears built in his optics and he didn't even notice he had slumped to his knees. He failed to save her and had just lost another friend.

Knock Out saw the mech who had just killed Arcee fly off in a cybertronian jet mode. But he was so grief stricken he couldn't really process anything at the moment he barely even notice his own injuries or Shockwave approaching him until the Cyclops hit him hard across the helm knocking him to the floor unconscious.
_

Knock Out woke up back in the cell only this time he was alone. He just sat there on the side of a berth that was in it.

He couldn't get the image of Arcee falling and offlining off his mind he was angry at that mech for killing her and he was angry at Shockwave for creating that monster but he was mostly angry at himself for failing to save his friend.

As far as he was concerned he'd failed her if he could have just moved a little faster maybe he could have caught her and treated her injuries or if he had fought a little better maybe she wouldn't have gotten hurt to begin with.

Knock Out was heavily damaged and his whole frame hurt but for once he wasn't worried about it or even his finish the only thing he could think of was Arcee.

There was a cube of energon in the cell but he didn't touch it. Knock Out just sat there for several minutes then just lost it and started screaming and punching the wall just throwing a little tantrum before he broke down sobbing in the fetal position.

Then he suddenly heard the cell door open. Knock Out didn't move he didn't care what happened to him at this point.

Then he felt a servo on his shoulder.

"I'm so sorry about everything that's happened." Said Spoiler. Knock Out still did respond.

"I know you've been through a lot and I'm sorry about your loss but you need to come with me you have to warn your friends about that mech and Unicron." Spoiler continued. Then she told Knock Out everything.

As she helped him up then lead him to the space bridge but had him punch in the cordnets since she was blind. She told him not to put in the cordnets to the base in case Shockwave or Quintessa saw them Knock Out obeyed and just put in random cordnets for Earth then the space bridge activated.

"Now go back to Earth and tell the Autobots what's coming." Spoiler told him.

"But what about you?" Knock Out asked weakly. And Spoiler could tell he wasn't all there.

"I have to stay here to try to stop Shockwave and Quintessa like I should have done from the beginning." She replied.

"Thank you." Knock Out told her before he staggered through the space bridge still badly damaged then came out in a field on Earth he saw some humans there before he collapsed to the ground and blacked out.
_

Later Ratchet, Bumblebee, Optimus and the Rescue Bots and their human friends came through the ground bridge and met Cade, his daughter Tessa, his wife Vivien and their adopted daughter Isabella.

And they had a minicon name Squcks who quickly made friends with Pixel.

Then they lead them to where the injured transformer was. And Ratchet got to work treating Knock Out's wounds as soon as he saw what shape the Austin Martin was in.

"Knock Out!" Ratchet said as he finished running a diagnostic scan on him. "We have to get him to the medbay now!"

Then they quickly rushed him to the medbay and told Cade and his family they could come visit them anytime.
_

At base everyone stayed in the waiting room while Ratchet worked on Knock Out. And then came out a little while later and said he would be fine.

Then they went back and saw him and he told them everything Spoiler told him too. And they filled him in on what happened while he was gone.

"What about Arcee?" Asked Jack.

"I'm so sorry." Knock Out nearly sobbed. "She's gone."

"No." Jack choked.

"The mech Shockwave made killed her." Knock Out sadly explained not even being able to hold in his own coolant tears and they could hear his voice crack.

"You couldn't save her?" Jack asked and there was no missing the pain in his voice.

"I'm so sorry." Knock Out said again still blaming himself for not being able to save her. "It should have been me."

"Your right." Jack mumbled as he left the medbay wiping his face. Everyone knew it was the grief talking but it didn't make Knock Out feel the sting any less.

Everyone felt bad for both of them. Because Jack had just lost his guardian and even though Knock Out hadn't told anyone they all knew he had loved her.

Ratchet went over to him.

"I need to build Starscream a new body and I could use help with it." Ratchet told the cherry colored medic hoping to get his mind off of what happened.

"Sure I'd be glad to help." Knock Out replied but in a sadder and more somber tone then anyone was used to hearing from him.

He hadn't acted like himself since he had come back to base. His finish was totaled and he hadn't complained or even brought it up once.

They could all tell that his spark had really been broken.

To Be Continued.

Sorry hope that chapter wasn't too sad for you guys. We've seen our first casualty. Hope this turned out ok it was hard to come up with. I'll try to get the next chapter up soon. So feel free to send feedback.