"Is it just me or is that a very bad sound?" Bumblebee asked after he finally managed to cut himself free by using his stingers. He looked up to see the warehouse warping and turning into a large space ship.

"Yeah, that's bad…"

***************************************************************

Ratchet magnetically loosened and removed the grappler noose and tried to get Lockdown, but he dodged the magnetic field. Lockdown used the grapplers to grab a lance off the wall and throw it at Ratchet who dodged it but tripped. Lockdown stepped on his chest and kept him down.

"Ya know, I'm having second thoughts about those magnetizers of yours," Lockdown said, "I just might have to clear a new spot on the trophy case!"

"You want trophies?" Ratchet asked, he magnetically lifted up a trophy case and threw it at Lockdown, "Have your fill!" Ratchet got on top of the case and pushed his weight down causing Lockdown to grunt.

"Ya know, time was I coulda used my EMP. Ya know? To numb the pain of having a trophy case and an old guy on top of you. Too bad I don't have it anymore." Ratchet then used his magnetizer to rip away the grapplers, axe, and EMP generator.

"Stop please…" Lockdown groaned, "I did some bad stuff to ya. But can't you just forgive me? I promise. I'll make up for what I did to you." Lockdown smiled. Ratchet closed his eyes. He needed to think.

****************************************************************

"You must have some primo knowledge girlie," Lockdown poked Arcee's temple, "Cuz you're getting an interrogation from Megatron himself."

"Bring me the girl," Megatron said over the vid-chat, "Do what you want with the other." Lockdown smiled evilly at the two Autobots and ended the transmission. He then went over to input the flight coordinates.

"Ratchet," Arcee whispered, "catch." She kicked the EMP generator, sitting on the table next to her, over to Ratchet. Ratchet caught it by the nozzle. "Use it on me. If I'm right, it should wipe my memory. I'll be useless to Megatron."

"But what if it wipes your mind? You could die. And sides, even if it works, Megatron'll kill us anyway."

"We have to accept the possibility that we won't escape this place with our lives. But at least, Megatron won't have the codes. Now please, hurry." Ratchet managed to change the setting to a narrow beam at a low enough level that he hoped would take out her memory, but wouldn't cause any more damage than that.

"I pray you're right Arcee."

"Me too." She closed her eyes and prepared for the blast. Ratchet raised the generator to her temple.

"What are you—?!" Lockdown ran over and tried to wrestle the generator away from Ratchet, triggering the beam. The beam ran through some of the equipment, shutting it off, until it hit Arcee, pointblank, in the forehead. She then went limp.

"ARCEE!" NOOO!!!" Ratchet pointed the gun at Lockdown's heart. The beam made a direct hit. Lockdown gasped. He grabbed Ratchet's throat. His grip weakened. Lockdown struggled to breath and fell to the ground. Ratchet deactivated the cables, picked up his magnetizers and Arcee, and walked out of the hallway, forgetting the EMP generator. He'd had enough of that thing to last a lifetime.

They finally reached the outside. Ratchet took Arcee behind a broken down wall and stood her up.

"Arcee. We did it. We're free. We got away," Ratchet eagerly told her, but she didn't respond.

"Arcee?" he patted her cheek, "Arcee? Come on. Wake up. You're not dead. You can't be. You just can't…" He shook her, but her head just fell to the side. Ratchet felt a tear roll down his face. "Arcee…" he lamented.

"Arcee?" Ratchet jumped a bit when he heard her voice. She stared at Ratchet.

"Arcee! You're okay!" he grinned.

"Who's Arcee?" she asked. Ratchet felt like his heart had been ripped out. "Who are you? Where are we? What's going on?"

**********************************************************

"Can' you just forgive me? I promise. I'll make up for what I did to you," Lockdown feigned a smile. Ratchet closed his eyes. He didn't know what to do. How could he forgive Lockdown after everything he'd done?

"After all, you owe me for the heart attack," Lockdown reminded. Ratchet turned away and was about to walk off, but then time seemed to stop. Ratchet suddenly became aware of Lockdown's smile turning into a sneer, his lies, his reaching for the whip, and the swing. In a flash, Ratchet grabbed the whip mid-air, threw it away, and surrounded Lockdown in a magnetic field. Lockdown screamed in pain.

"I WILL NEVER FORGIVE YOU!" Ratchet screamed angrily. He blew apart Lockdown's arms. After a minute, Lockdown stopped screaming; Ratchet felt his anger subside.

"I'm not going to kill you," Ratchet breathed, "But I'm not going to save you either." He fired a pulse at the controls. The floor could be felt tipping.

"What are you doing?!" Lockdown demanded when he realized the ship was going into a nosedive. Ratchet picked up Optimus and carried him to the hallway.

"This one's for Arcee…" Ratchet whispered.

***************************************************************

The ground was coming up fast. Too fast. Ratchet and Optimus leapt out of the airlock, leaving the ship to dive into the river. Ratchet used his magnetizers to slow their fall, but only a bit.

"Hang on Prime! This'll hurt a little!" Ratchet told him. They hit the ground and rolled as Lockdown's ship crashed into the river.

***************************************************************

"But when investigators went to look for the ship, it had mysteriously vanished, baffling witnesses and police alike."

"Lockdown escapes again," Ratchet walked into the room just as the newscaster delivered the news, "I've got your gauntlets fixed up." Ratchet tossed Optimus the gauntlets. He snapped them onto his wrists.

"Thanks Ratchet," he said.

"When I get my hands on that bounty hunter, I'm gonna—"

"Hold it Ratchet. I don't know everything, but I know that that bounty hunter did some bad things to you. But no matter what he did, it's never worth stooping to his level."

"You're right Prime. So how you feeling?"

"Good as new."

"That's not what I meant."

"Let's just say I've got a better understanding of what you went through back in the day. And why you don't wanna remember it."

"It's not that I don't wanna remember. I have to. For those who can't."

"Still, I suppose it doesn't hurt to talk about it sometimes. With a trusted friend?"

"So what do you wanna know?"

"Let's start from the beginning."

"It all started with a girl from the Intelligence Corps. Her name was Arcee…"

***************************************************************

"Hey Arcee," Ratchet greeted.

"Oh, hi, uh…" Arcee bit her lip.

"Ratchet," he reminded.

"Ratchet. Sorry."

"It's okay. How you holding up?"

"Alright. Did I know you before?"

"Not really. We kinda met under… difficult…circumstances."

"Then perhaps we should be more properly introduced?"Arcee blushed.

"I'd like nothing more."

"I'm Arcee."

"I'm Ratchet."

*****************************************************************

Final Notes: Well that was certainly a fun episode. I wasn't sure about the "Plastic Surgery" scene, but it turned out pretty well. To help clarify as to why Lockdown is a "cyborg", as my favorite reviewer Zim'sMostLoyalServant put it, he had suffered some serious injuries earlier in his career which blew off his arms, and shattered his legs. So now he wears mechanical arms and leg braces. The chest armor was originally meant to serve as an accessory, but became a necessity to cover up the machine that protects his heart after Ratchet caused his heart attack. And, I feel like I should clarify this especially, Lockdown wasn't anywhere NEAR sorry, during his apology. It was just more "playing possum". I also wanted to make the episode just a little bit darker, which is why I included the "Apologies" scene and the final flashback which was inspired by an image at DevantArt called "Recognition" from Transformers-Mosaic.

I hope you enjoyed.