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"What the--" Jack's mom turned, frowning at the sudden eruption of rapid popping sounds in the distance. "Is that gunfire?"

Jack yanked his phone out of his pocket and ran to the door. His left leg jerked and almost buckled, and he braced his free hand on the door frame. Neural link must've misfired again. Still got some bugs to work out. He took a careful step forward, let out a quick breath when the leg held his weight, and continued down the front stairs.

Carla was a few feet away, having stopped in the middle of getting back into the Humvee she'd used to drive him and his mom to their new rooms. She stared off to the right and reached up to the tiny radio clipped to the front of her fatigues. She pressed the talk button and opened her mouth--then frowned. She plucked the radio off and looked at it.

"No signal." She put the radio back, reached into the Humvee, and tapped a button on the control panel. "Car's radio is down." She pressed more buttons and her frown deepened. "Cut off from the base's intranet, too."

The gunfire continued, followed by a burst of zapping sounds.

"That's Arcee," Jack blurted, running to the Humvee. "Those are her guns!" He glanced at his phone. "No bars. Damn it!" He ran around the front of the vehicle and opened the passenger-side door.

"Jack!" His mom ran toward him. "What the hell are you doing?"

"Sorry, kid," Carla said, pointing at the stairs. "You're a civilian. Get back to your room and--"

"I haven't been a civilian since I got mixed up in all this stuff." He got in and put on the seatbelt.

"Jack--"

"I've been fighting alongside Arcee for months. She needs me--and I need to be sure she's okay."

"Kid--"

"You'll have to shoot me. You want me to stay here, you gotta shoot me. Otherwise, I'm going." Jack faced forward and waited.

Carla grumbled a stream of profanity and started the engine.

The driver-side back door opened and both of them looked over their shoulders.

June jumped in and slammed the door.

"Mom--"

"June--"

"You'll have to shoot me." She buckled up and crossed her arms over her chest.

Jack shook his head. "Mom--"

"You think I'm gonna just stand here while you put your life on the line again? Like hell."

"Mom, you have to let go sooner or later." He faced forward again.

"Maybe when you're eighteen. Definitely not today." She looked at Carla and raised an eyebrow. "You gonna drive, or what?"

#

Carla whipped the Humvee around the corner of one more building--and stomped on the brakes at the sight of Bulkhead backpedaling straight toward them. A few yards past him, Arcee swatted frantically at a swarm of all too familiar little metal atrocities climbing up her legs.

Carla threw it into reverse and backed out of Bulk's path.

"Dear God," June whispered. "What are those?"

"Scraplets." Jack released his seatbelt and flung the door open, remaining in his seat just long enough to snap one last instruction at his mom and Carla. "They can't take cold temperatures--find some fire extinguishers!"

"Jack!" His mom reached for him, but his feet had already hit the pavement.

"Arcee!" His heart pounded and his breath almost caught in his throat. He ran toward her--then he realized that he didn't have anything to fight the Scraplets off. He turned back to the Humvee. "Tire iron!"

Carla gaped at him. "Are you nuts?"

"Those things don't attack humans!" He ran to the rear of the Hummer. "They eat metal, but they'll leave us alone."

Carla nodded, pulled out the lug wrench, and handed it over. Then she drew her gun and sprinted toward Bulkhead.

"Mom!"

She twitched and focused her wide eyes on him.

"Fire extinguisher. Hurry!" He turned, ran over to Arcee, and started bashing at the Scraplets gnawing on her legs and feet. "Arcee! Get down here where I can reach the rest of 'em!"

She kept swatting at them with one hand while aiming her cannon at the swarm flowing out of the warehouse. She pointed it for several seconds, but nothing happened. She stared at it, her eyes brightening and her jaw dropping as a horrifying realization sank in.

"My guns aren't working. They've been disabled!" She retracted the gun and continued swatting at the Scraplets.

Jack knocked several more of the little bastards off her left leg--then a dull pain in his right leg made him stagger. He looked down and found a Scraplet biting through his pants and his artificial skin.

"What the hell?"

"Jack!" Arcee stared in horror as another Scraplet joined the first.

"It's the prosthetic legs--they're metal underneath." He grabbed the little monsters, yanked them away, and threw them at the pavement with every ounce of strength he could muster. They bounced, rolled, pushed themselves up, and staggered--then they faced him again, dented but still functional. "Carla--they can detect the metal in your--"

"Yeah, I noticed!" Scowling, Carla lifted her artificial arm, which had three Scraplets chewing on it. She pressed the barrel of her handgun against the nearest one's right eye and blasted a round clean through its head. It tumbled to the ground and the other two shifted their attention to her gun.

One of them leaped onto the gun and sank its teeth into the barrel. Carla grabbed it and pulled it off. She blew its brains out and tossed it aside.

The last Scraplet made the mistake of chomping down on the end of the pistol's barrel. Carla pulled the trigger before it could do any damage and sneered as it hit the pavement with a sharp plink. "Eat that."

More Scraplets swarmed Jack's legs and he slapped frantically at them. "Gaaaaahh!"

"No!" Arcee lunged at him, grimacing in pain but trying to ignore the Scraplets now covering most of her body. She grabbed the Scraplets on his legs one by one, pulled them loose, and crushed them with her bare hands--all while the others continued chewing on her.

Jack kept swinging the lug wrench at the Scraplets on her legs. "Arcee! I can't reach the rest of 'em! Come on, help me out, here!"

"Got to get those off you," she muttered, still grabbing them from his legs and smashing them even as they bit into her hands.

"Never mind me!" he snapped. "The worst they can do is chew my legs off--the rest of me is still meat. Now, get down here so I can reach the rest of--"

Running footsteps approached from the left and right. Before Jack could turn to see who was coming, his mother yelled, "I found a fire extinguisher! Now what?"

"Fire away! Arcee first!"

Arcee turned her head toward the other set of footsteps and pointed. "Ashanti--help Bulkhead!"

Jack glanced around until he found Bulkhead--sprawled on the ground, grunting, kicking and swatting at the metallic bugs covering his whole body. Off to the right, a muscular woman in black armor ran toward him, holding a P90 in each hand.

Hands trembling almost too much to aim, Jack's mom hosed his legs down with the fire extinguisher. The Scraplets convulsed and fell to the ground, twitched for a few seconds, and finally stopped moving.

I said Arcee first, damn it! Jack pointed at Arcee and yelled, "Hurry!"

June aimed at Arcee's torso and sprayed the Scraplets. Past her, the armor-clad woman opened fire with the two P90s, hitting the Scraplets on Bulkhead with short bursts, somehow managing to put a round or two through the optics of each of the little beasts. The things dropped like rocks--but more flowed out of the warehouse doors.

Between the fire extinguisher and the tire iron, Jack and his mom dislodged most of the Scraplets from Arcee's body. Grunting and trembling, Arcee fell forward, rolled over, pulled the remaining ones off and smashed them into the pavement.

A flash erupted from the right, and the sound of a ground bridge opening pierced the air. Jack spun to face it, wondering if it was the 'Bots or 'Cons coming through.

Prime and Bee materialized and stepped out of the vortex.

"Sorry I disappeared like that," the soldier muttered, slapping fresh clips into her guns. "Those little shits ate my rifle and shotgun." She turned to look at the Scraplets coming out of the warehouse. "Oh, great. We're screwed."

Still shaking, Arcee waved the new arrivals off. "Scraplets! Stay back!"

Jack planted himself between Arcee and the Scraplets. "You and Bulkhead get the hell out of here. We'll handle the rest."

"I won't leave you!"

"Nor will we," Optimus said, deploying his arm cannon and advancing.

Arcee shook her head frantically. "Something here has disabled our weapons and comlinks!" She turned to the soldier and nodded at the warehouse. "Ashanti, are there any other experimental weapons in there?"

"Should be. I'll see if there's anything that hasn't been eaten yet." Ashanti jogged through the mass of Scraplets.

One of them jumped at the P90 in her left hand. She whipped her other P90 up and shot it in the eye without breaking her stride. She disappeared through the door a moment later.

June stepped up beside Jack and pointed the fire extinguisher at the oncoming swarm. "You guys fire up that bridge thingy. We'll hold 'em off."

Jack managed a quick, lopsided grin. "Wow, mom. I didn't know you were such an ass-kicker."

"Neither did I."

"I'm not going anywhere," Arcee grumbled, pushing herself up and clenching her fists. "Not unless you go first."

The swarm reached Jack and his mom, flowed around them as she opened up with the extinguisher, and zipped straight toward the much larger snack. Arcee's mouth fell open and her eyes widened as they swarmed up her legs.

"No!" Jack lunged at her, swinging the tire iron, knocking the little horrors aside only to see them jump right back onto her.

The ground shook as Prime and Bee ran toward them.

More resounding thuds came from behind Jack, and he turned to find Bulkhead smashing the nearby Scraplets with his fists.

Suddenly, the Scraplets near the warehouse scattered. A high-pitched whine came from inside--and the nearby Scraplets stopped in their tracks. Ashanti appeared in the doorway, holding a massive rifle with a barrel as thick as one of her thighs. She looked around at the disabled Scraplets, raised an eyebrow, and aimed at another group of the creatures.

There was no visible beam or muzzle flash from the cannon, but the Scraplets in her path collapsed.

Arcee screamed and swatted at the tiny machines covering her. June blasted away with the extinguisher and Jack kept beating on them even as a dozen of them bit into his legs again.

That whine split the air again. Suddenly, the Scraplets fell from Arcee and thumped onto the ground--and Arcee cried out and collapsed.

At the same moment, Jack's legs buckled. He fell over and his legs twitched for several seconds before he was able to regain control of them. Panicking, he turned to Arcee and found her face-down on the pavement and unmoving.

A cold sensation enveloped his heart. Releasing an incoherent scream, he scrambled over to her and fell to his knees, reaching out to touch her cheek. "Arcee?"

Her eyes were half open, her mouth frozen in a grimace of pain,

"Arcee!" When she didn't respond, tears filled his eyes. "Oh...no..."

In the corner of his eye, his mom turned toward Ashanti. "What did you do?"

"Not sure. This was the only weapon that was still intact. Looks like some sort of EMP projector, judging by its effects. I didn't know it would..." Ashanti looked away, turned, and headed for Bulkhead. "I'm sorry, kid. I'll be more careful from now on."

Jack glared at her.

"Jack..." June reached out to touch his shoulder. "She was trying to save us."

I don't care. He wiped his eyes with his sleeve. "Just...go help Bulkhead."

She nodded, patted his shoulder, and ran over to join Ashanti, who continued zapping the approaching Scraplets, but kept her weapon pointed away from Bulkhead while June hosed them down with the fire extinguisher.

Suddenly, Arcee moved her right arm and tried to sit up, her motions jerky, and looked around.

She's rebooting. Jack sobbed and threw his arms around her neck. "Ar...Arcee? Come on, babe, say something."

Several agonizing seconds passed before she mumbled, "Owwww."

Jack didn't even try to stop crying. "Welcome back."

"Th...thanks." She pushed herself up onto her elbow and put her hand behind his back, her movements still a bit spastic but smoothing out as the seconds passed, and held him gently. "What...what in the hell was that?"

"EMP weapon, I guess. Seems it just stunned you, but for a minute, I thought...I thought you were..." He sobbed again.

"It's okay." She rubbed his back slowly. "Heh. You're not getting rid of me that easily."

He grinned, held her a moment longer, and pulled back so he could look into her eyes.

"She is unharmed," Optimus called out to Ashanti. "Merely stunned. Finish those things off!"

Ashanti turned and aimed her weapon at Bulkhead. "You hear that?"

"Yeah--just stunned." Bulk squeezed his optics shut and braced himself. "Let 'er rip!"

She pulled the trigger and he grunted and flopped over onto his back. The Scraplets fell off and remained where they came to rest. Ashanti walked off and continued zapping the rest of the Scraplets.

June walked back to Jack and Arcee, eyeing the critters warily as she passed them. "Are they...dead, or whatever? Or just stunned like Arcee and Bulkhead?"

Another cold sensation rushed through Jack, like ice water flooding his guts.

Bumblebee uttered a series of beeps and buzzes, and Optimus nodded.

"We will make sure they are no longer a threat," Prime said. He and Bee began walking around, stomping on the Scraplets, grinding them into the asphalt.

Jack smiled, stroking Arcee's cheek, and leaned forward to touch his forehead to hers.

"I love you," both of them said at the same time.

Prime and Bee stopped in their tracks and turned to stare at them. Bee cocked his head and released a beep that, from the sound of it, probably translated as, "Huh?"

After a long pause, Prime simply said, "Arcee...?"

She winced. "Oops."

Jack glanced up at the other 'Bots. "Yeah. Oops."

In the corner of his eye, Bulkhead started to reboot, jerking and twitching as his systems came back online.

Arcee looked over her shoulder at Bee and Prime, started to speak and hesitated, and finally shrugged. She turned back to Jack, raised a brow, and gazed at him for a long moment. Her smirk reappeared and she shrugged again.

"Oh, screw it." She leaned forward and kissed him--a long, passionate one, this time. When they finally parted, Jack had a huge grin nearly splitting his face, and the other Autobots looked more confused than ever.

Jack cleared his throat and shrugged at them. "We can explain later."

"Yeah. First things first." Arcee, still trembling slightly, pushed herself up into a crouch, and then stood. She swayed but regained her balance quickly.

"Whoa. You sure you're ready to move around yet?"

"I have to be. I have a feeling this has only just begun." She turned to Optimus. "How'd you know we were in trouble? We couldn't call for help."

"That is precisely how we knew." Prime continued crushing the Scraplets. "Given what happened the last time your comlink was jammed, I decided it was best not to take any chances."

"Well, thanks for dropping in." She frowned at the warehouse. "Now, how did those things get in here?" She looked at Carla and arched a brow. "You weren't experimenting on them, were you? Trying to find a way to weaponize them?"

"Not as far as I know. They must've been brought in from outside."

"The 'Cons could've smuggled them in," Jack said. "Since some of them can impersonate humans now, they could've brought a container filled with Scraplets in a routine freight shipment."

Ashanti shook her head. "Well, that's just terrific."

Arcee extended her left cannon and pointed it at a spot of empty pavement several yards away, but it wouldn't fire. She snarled and retracted the gun.

"Could one of the projects on this base be used to jam our comlinks and weapons systems?" Prime said to Carla.

"None that I know of, but then, I'm not privy to most of the projects here."

"My husband works on one of the R&D teams," Ashanti said. "He might know something, or he might know who does."

Prime shifted into his alt-mode and opened his driver-side door. "Please take us there."

"There's one other thing we'll need if the 'Cons really are attacking," Arcee said to Carla. "Guns. If there's anything on the base we can use, we need it now."

#

"Okay, here we are." Carla stepped aside to let Arcee squeeze through the door.

On her hands and knees, Arcee eased forward and stopped when her back-fins caught on the edge of the doorway. She backed up, turned and changed the angle of her fins, and tried again. The one behind her right shoulder hit the wall and she backed off.

"Son of a..." She turned and twisted again, and finally scraped through the doorway. "You'd think I'd get the hang of this after doing it so many times in the last couple months." She crawled on into the next room.

Jack followed, getting a good look at her backside before she moved out of the way and crouched in the corner. He grinned and his mom rolled her eyes.

"Try to keep your mind out of the gutter. This is hardly the time or place."

"I'm a teenager." He shrugged. "Can't help myself." He stepped through the door and took a slow look around. The walls were lined with racks holding a truly frightening collection of guns, most of which weren't familiar at all. Still more weapons and other gadgets rested on large tables in the middle of the room.

He whistled softly. "No wonder this place is so deep underground."

"The lab where these are developed is on the other side of the base," Carla said. "This is just where we keep some of the prototypes."

"Some?" June muttered, raising an eyebrow.

Carla chuckled and walked over to the far wall, where a set of enormous guns hung. In fact, they looked big enough to fit Autobot hands.

"This was one of the first things we did when this base was constructed," Carla said, waving a hand at the weapons. "Since your guns are built into your bodies, we figured they wouldn't be easy to replace if they're disabled or destroyed. General Sanchez and a few others decided to whip up something you could use as backup."

Eyes wide, Arcee crawled over to the wall, easing her legs carefully between the tables. She flicked her eyes over the enormous weapons and reached out for one that looked like a pump-action shotgun.

"Those are scaled-up version of modern weapons," Carla continued. "We're not able to build directed-energy weapons small enough to be portable, so we focused on simply making everything bigger. The ammo in those are long-range, high-heat sabot rounds; we think they'd be enough to burn through Decepticon armor and deliver an explosive payload inside the target, but we haven't actually had a chance to test them. We were just about to bring a few of these guns over to the warehouse to try them out, but then the Scraplets crashed the party."

"Well, there's no time like the present." Arcee hefted the shotgun and smirked. "Me likey."

Jack grinned. "Sexy."

She made a kissy face at him and picked up an identical gun. "And the ammo?"

"In that cabinet." Carla pointed. "The guns also have electromagnets built in; you turn them on and off by hitting that button above the grip. We figured holsters, belts, and whatnot wouldn't really work, what with the transforming and all. This way, when you're not using the guns, you can attach them to your legs or back or whatever."

"Nice." Arcee grinned, pressed the buttons, and hung the shotguns on her back. "Pistols and rifles have those, too?"

"Yep."

She picked up one of the huge handguns, shook her head, and put it back. "Too small." She plucked a larger one from its rack, nodded, and placed it on her right hip. "Ammo?"

"The next cabinet." Carla pointed again. "And there are bandoliers in the corner cabinet. They've got magnets, too, so when you fill it with extra clips and shotgun shells, you can just slap it on wherever."

Arcee nodded, loaded the shotguns and pistol, and filled up on extra ammo. Then she looked around and selected an assault rifle that appeared to be a variation on the P90. "This one looks like it ought to fit Bumblebee's hands."

"Ammo." Carla pointed at yet another cabinet.

"Okay," Jack said while she loaded another bandolier with extra clips, "how about armor for me and Mom? I'm hoping you've got something stronger than Kevlar."

"Not here, unfortunately." Carla stared at him and sighed. "I'd tell you to find someplace to hide and ride it out, but--"

Jack merely raised an eyebrow and walked over to Arcee. Carla sighed again and rolled her eyes.

"Yeah, yeah, I'd have to shoot you, I know." She shook her head. "I'm not giving either of you weapons, though."

"I've never needed one before." Jack smiled up at Arcee and walked out into the hallway. "Now, let's meet up with Optimus. Arcee, can you change into your alt-mode?"

"I'm afraid not. Those Scraplets really messed me up. Autorepair systems are doing what they can, but it'll be a while. Bumblebee can give you a lift. I'll have to stay on foot." She squeezed through the door and followed the others back to the freight elevator that had taken them down here. Once they were back in the open, she handed the rifle and ammo to Bee and explained what they were loaded with and how to use them.

He nodded, handed them back, and transformed. Arcee clamped the rifle and bandolier onto his hood.

"Which building did Optimus and Ashanti go to?" June said, squeezing into Bee's back seat and looking around.

Suddenly, a series of shouts and screams came from somewhere off to the right, followed by a burst of P90 fire.

"Oh." Some of the color drained from June's face as she spun toward the sound. "Probably that one."

#

"I wonder what the 'Cons want," Jack muttered as Bee roared across the base with Arcee running beside him.

"If they've infiltrated us, they're probably after one of our projects." Carla checked the ammo in her clip and re-inserted it into the assault rifle she'd taken from the armory they'd just left. "They're either afraid we're about to come up with something that could hurt them, or they know we already have something."

Bumblebee whipped them around one last corner--and found Optimus straight ahead, plunging his blade into a Vehicon,s chest.

Ten other 'Cons surrounded him, closing in.

Arcee drew the shotguns from her back and charged ahead.

"Company's coming," one of the 'Cons said, looking over his shoulder.

"Who is it?" Another took a step toward Prime.

The first one stared for a long moment, clearly horrified even though his nearly featureless face couldn't show any emotion. "It's...Arcee."

"Arcee?" The other stopped in his tracks and whipped his head around. "But there's only ten of us!"

"Shit,' another one blurted. "I'm outta here!" He bolted. Three others looked around, spotted Arcee, and ran after him.

Optimus lopped the head off another Vehicon who got too close. "Nine."

Arcee stopped long enough to aim at the first Vehicon who'd run. She shot him in the back and smirked as he fell. The other three skidded to a stop and stared at the huge, white-hot hole the explosive had torn through his armor.

"Pussy." Arcee shot one of the others in the chest, knocking him off his feet and sending a fountain of sparks and energon into the air. The two beside him entered their car modes and continued their flight.

The rest of the 'Cons turned to stare at her.

She flipped the shotguns over, held them against her sides, and racked the pumps, chambering another round in each. She flipped them upright and took aim at the nearest Vehicon.

Bee screeched to a halt and opened his doors. Jack took the hint and bailed out. He waited for his mom and Carla to join him, and all three ran for cover behind a building far enough away to keep them out of the line of fire--for the moment, at least.

"Well, those guns actually work." Carla chuckled. "Sweet."

Huh. Jack frowned as Bee grabbed his rifle and aimed it at another 'Con. Why aren't they shooting back? Are they being jammed, too? If so, it was no wonder they wanted whatever was causing it.

Bumblebee unloaded with his machine gun, blasting multiple small holes in the Vehicon's chest and sending him staggering backward. He fell, rolled over slowly, and tried to get back on his feet.

Arcee walked past the fallen 'Con and blew the back of his head off with barely a glance at him. She aimed her other gun at another Vehicon. He dodged, but not quite fast enough--the sabot round tore through his left side before he could get completely clear. He dropped to one knee, pushed himself up, and staggered away.

Arcee lifted the previously-fired shotgun and used the edge of the nearby roof to chamber a fresh round. She aimed at one of the four remaining 'Cons, placed the other shotgun's pump against her right upper arm, and racked it.

He took a step backward.

Arcee pointed the second shotgun at him and fired both straight into his chest. Before he hit the ground, she tossed the guns up, grabbed the pumps, cocked them Sarah Connor-style, and flipped them again, putting the grips back into her hands, ready to keep shooting.

The three remaining 'Cons shifted into their car modes and roared away from her.

Jack, his mom, and Carla stared at Arcee.

Even Optimus seemed taken aback.

Bee let out a soft, slow whistle.

"Wow," Carla muttered, shaking her head slowly. "She learns fast."

Jack grinned, even though the thunderous bangs of the enormous shotguns had left his ears ringing. "That's my girl."

Prime pointed at the building beside him. "Ashanti is in there with at least one human-size Decepticon."

"The 'Bots can't fit through the door. I've got this." Carla scrambled over to the building, staying in a crouch, and reached out for the knob.

The sound of metal on pavement came from behind Jack. In the corner of his eye, his mom glanced over her shoulder and gasped.

Before he could turn around, something slammed into the back of his head and he slumped forward, barely feeling the asphalt scraping his left cheek. As darkness closed in on him, the last thing he heard was Arcee's voice.

"Jack!"

Then there was nothing.