A/N: Still trying to get the characters right. They might seem a bit OOC, but given the circumstances, I think it's excused. Maybe…

He heard her gasps and shouts of pain and anguish, but he couldn't abandon the fight just yet. Optimus Prime and Bulkhead had been hit by the Immobilizer, so it was up to him to stop Airachnid. Primus, it had hurt to stand stock-still in the middle of a landslide, but he put up with the pain until the techno-organic had sufficiently thought him paralyzed.

Bumblebee mused silently as he crept up on her, shattering the Immobilizer with his plasma canon. It almost felt too easy. Are all spider-femmes this stupid, or is it just her? Bumblebee thought with a slight snicker as the techno-organic fled to the clouds. His optics drifted to the shattered Immobilizer and then to his team-no, friends-no, family. Ratchet would fix it back at the base, for he had aimed carefully to slice it cleanly.

With all of his strength (which wasn't much for any mech larger than him), he propped Bulkhead against a rock so he wouldn't fall over again. Well, the first time hadn't exactly been an accident seeing as it was Airachnid who pushed him over…

Once that was accomplished, Bumblebee raced towards the source of the initial cry: Arcee.

"Sorry Bulkhead, Optimus, I have to run. I heard Arcee and she may need help with Starscream! I'll come back soon!" he beeped loudly over his back wings. Unbeknownst to him, a flicker of understanding passed through Optimus Prime's optics whereas Bulkhead rolled them in mock annoyance thinking, And he couldn't have quickly called Ratchet to pick us up first…

Bumblebee pushed himself, ignoring whatever pain he felt from the previous battle, to get to Arcee. She had been alone with Starscream, anything could have happened. The Seeker could have betrayed them and called for backup. Arcee could have somehow been hit by the Immobilizer before they started fighting-no, that was stupid…she wouldn't have been able to make ANY noises after being hit with that thing.

When he arrived, Bumblebee saw Starscream pinned by Arcee. A wild light flickered in her optics as she held one of her swords to his main energon line. He knew what she was planning and he was going to stop it. That wasn't Arcee over there; it was a femme whose hatred and revenge resonated from her very spark. She wasn't being herself and Bee knew that she was so much better than that.

Just before Arcee could place the finishing blow, a strange feeling came over her, like someone was…watching. Looking up, she saw Bumblebee. At first, she didn't care that he was there, her desire to off-line Starscream still so strong.

But then she looked into his innocent, light blue optics and her demeanor faltered.

Arcee had all the advantage against Starscream, it would be stupid not to avenge Cliffjumper. The Decepticon before her was the reason the team shrank to five; the reason Cliffjumper became a monster from the effects of Dark Energon. If she off-lined the "former" Decepticon Second-In-Command, they would have a better advantage. It would be illogical at this point in time to let the jet go free.

But Primus, those damn blue optics. Bumblebee was silently pleading to her not to kill. It was never the Autobot way, never their way, never her way. He didn't want her to take the hit; he wanted her to do what was right. He wanted the friend he knew: Arcee, his determined, feisty two-wheeler. The desperation in his optics was clear and he didn't deny the fact: he was begging. Normally, he hated the very thought of begging to anyone because of the events of Tyger Pax. No matter how loud he screamed, nobody listened or cared. Upon his return to the Autobots, all of his child-like begging had ceased.

The frightened child within him was what Arcee saw in his optics. She saw a promise, a friend, a comrade, and someone far too young to have gone through the horrors of torture as he had. She couldn't take the overwhelming feeling of guilt. The truth was, Bumblebee probably wanted revenge on the Decepticons just as much as she did, but managed to grasp his conscience, the Autobot way of life. He knew he could easily slag as many Decepticons as he pleased, he knew his strength, but didn't use it to destroy. He used it to protect his friends, the most important thing in the world to him. If Bee could do that, so could Arcee. He knew she'd have the strength; he just had to help her find it. And find it she did. He watched as realization flashed through her optics as they slowly drifted back down to the captive below her. As soon as she saw the Seeker, she knew she couldn't do it, couldn't betray her friend.

So she let him go.

As Starscream hobbled off to attend to his own injuries, Bumblebee slid downhill to Arcee. His spark fluttered nervously when he noticed the small puddles of energon around the area. He crooned softly as his optics took in Starscream's handy-work.

Arcee let Bumblebee help her up, the stab wound now hurting more than ever. She flinched, but said nothing, when Bumblebee added pressure to the gash to staunch the energon flow, having nothing to solder the line with.

"Cliffjumper..." Arcee stuttered, "He killed Cliffjumper." She watched as sadness flickered across his normally cheerful blue optics, but they changed quickly back to worry...for her.

"Are you alright?" Bumblebee beeped to her. Arcee shook her head.

"No, I'm not alright Bee." she snapped. Once she saw Bumblebee flinch away, she sighed and continued softly, "I...I don't know how to feel right now. I'm angry at Starscream, I want revenge. But, I hate how it all feels...it makes me no better than a Decepticon."

"But you didn't off-line Starscream. You had the choice: avenge Cliffjumper or follow our ways, our teachings. You didn't kill because you could; you stopped yourself because you're strong. Primus, I don't think I would have been able to stop myself in your position. For you, the incentive was Cliffjumper. For me, it would have been Cliffjumper and my voice. You're so much better than any Decepticon, and you've made yourself one of the best Autobots."

"The only reason I stopped was because you showed up."

"But you didn't do it, that's what's important. Who cares if you needed a little help? Primus, I could have used some before the 'Cons destroyed my voice. I'm proud of you." Arcee gave him a small smile.

"For the mech who could have easily out-talked Blurr, you really have a way without words." Bumblebee shrugged.

"I try."

"Bumblebee, do you ever...miss your voice?" Bee looked down at the ground and shrugged.

"I guess. I mean, I'm used to it now and I've tried using my modulator without Ratchet knowing, but...it's not the same. To be honest, I miss my accent above anything else." Arcee couldn't help the soft laugh she let out.

"You go through Pit at the hands of the Decepticons and you worry about your accent? Primus Bee, you're crazy."

"If you think that's crazy, listen to this: I tried out the twins' Jet Judo thing a while back. It worked pretty well, surprisingly enough. I'm never doing that again though. While it was effective, it hurt like the Pit." he chuckled, but let out a small gasp. Pain shot through his back and up his door wings.

"Bee, are you ok?" Arcee asked, hearing the gasp and sensing her friend stiffen.

"Yeah...yeah, I'm fine..." he beeped slower than usual.

"I'm not stupid Bee, you're not fine."

"...Never said you were. Don't worry, I'm...fine."

"Where's the pain coming from?"

"Fine, it's my wings, you know, the connecting joint. Honestly, I'm more worried about you."

"I'll be fine Bee. Now let me take a look." Bumblebee turned his back to Arcee, mimicking a human's "rolling of the eyes" with his optics. He flinched as another wave of pain spread through his wings. Why did he have wings in the first place?

"They used to make fun of me." he beeped softly.

"Who's 'they'?" Arcee asked, faceplate flinching as she located the source of Bee's pain. The center of the wing joint sparked randomly as a bit of energon trickled down his back. It looked like something heavy fell there, splitting some of the delicate circuitry.

"The other younglings in the sparkling centers, they never liked me."

"Why wouldn't anyone like you?"

"They kept calling me a Decepticon. At least, the younger ones did...the older ones called me a Pit-spawned fragger."

"It was because of your wings, wasn't it?"

"Yeah, they all thought that I could fly or something. I was pushed off of my berth more times than I can count. It didn't help being the youngest and smallest of the group either."

"But other Autobots have wings." she reasoned, gesturing to her back.

"They're not nearly as large as mine. If they were shaped more triangularly, it wouldn't be hard to mistake them for Seeker wings. Who knows, maybe one of my creators was a Seeker.'"Arcee's optics widened.

"That's why you try so hard, isn't it?" Bumblebee spun around.

"What?"

"You're always trying to prove yourself to us. You volunteered to go into Megatron's mind so eagerly, to save Optimus."

"And we all know how well that turned out." Bee scoffed.

"You saved Optimus when I was…scared."

"Which also unleashed the most dangerous, menacing Decepticon that Cybertron has ever seen…I may as well be one of them."

"Bee, don't even say that, don't even think it! You've saved a lot of people."

"And doomed an entire planet."

"Stop telling yourself that. We all make mistakes Bee, you saw what I almost did. If you didn't come, I would probably end up ripping the Autobot insignia off of my armor. We're not killers Bee; I just needed some help remembering that. And you need help for convincing yourself that you're not a Decepticon."

"I know I'm not, it's just…my actions suggest otherwise."

"Ok then, step one: remembering it wasn't you. Megatron took over your mind Bee; there was nothing you could have done. I bet there's nothing worse than being trapped in your own mind."

"You don't know the half of it. I tried to fight him off but I was…too weak. It was like he knew where my fears were, my uncertainty…that was one of the worst feelings in the world."

"I'm sorry." The apology echoed through the still air, a mutual understanding passing between the two Autobots.

"You know, you need to learn to forgive yourself too." Bumblebee finally said.

"What are you talking about?"

"When you were attacking Starscream, I heard you keep mentioning Cliffjumper. It's understandable, but before I came (and when rocks were falling on top of me), I heard you mention Tailgate. I know it's hard, but you need to let go and not blame yourself (he heard a small "As do you," from Arcee). We all came too late for Cliffjumper and I arrived too late for Tailgate. Step one for you: forgive yourself and remember that you're not alone. I feel just as guilty about Tailgate as you do."

"Since when did this turn into an Arcee therapy session?" she asked with a slight smirk.

"Since I realized your apology wasn't just meant for me."

"Scrap, I have to keep reminding myself that your one of our top espionage agents."

"Arcee, I'm the only espionage agent."

"I was counting Jazz and Prowl."

"…Oh…In that case, disregard everything you heard from the last to kliks." Arcee finally cracked a small smile.

"Alright Bee, whatever you say." She paused to look over Bumblebee's shoulder, optics scrunched in confusion. "Hey, where are Optimus and Bulkhead?" Arcee nearly laughed out loud at Bumblebee's reaction. His optics widened as he slapped his helm with a servo.

"Oh slag, they're still immobilized in the canyon. How could I forget that they were down there?"

"Step two Bee: try not to let your guilt get in the way of your mission, especially if it involves reversing the effects of the Immobilizer on two of our teammates."

"Yeah, I'll make sure I remember that in the future. Just, um, slag…here, come with me and I'll comm. Ratchet for the Ground Bridge." Arcee let Bumblebee help her up and leaned against him for support.

The two friends walked off in a comfortable silence, leaving more than an unlocked pair of stasis cuffs behind them.