At the base Optimus Prime and Wheeljack had finally woken up. They were sitting on the berths listening as the others explained what had happened. Agent Fowler had left to get the aircraft. After they finished bringing them up to speed. Optimus looked over at Bulkhead and Smokescreen who were standing at the computer quietly arguing with each other.

"Autobots report." The leader said. The two men jumped, turned around, and looked at each other nervously.

"Uh...what do you mean?" Smokescreen asked trying to sound calm. Arcee glared at them.

"You said you located the Nemesis." She replied sounding irritated. The two men exchanged glances again.

"Ya about that...." Smokescreen mumbled as he scratched the back of his head nervously. Optimus gave them a look.

"Okay, okay, okay....yes we located the Nemesis... Not sure how but we did." The young man said.

"I hear an excuse coming." Arcee growled.

"More of a confession..." Bulkhead mumbled, as he looked at the ground.

"Explain." Optimus said firmly.

"Well....I was trying to figure out how to get the coordinates so we could get to it....and I hit a button....basically the whole system crashed...and we don't know where they are." Bulkhead said, the two men smiled nervously. Wheeljack and Arcee face palmed, while Optimus stared at them blankly.

"How much of the system crashed?" Miko asked. They looked at each other then back at her. The lights suddenly went out and they heard something power down.

"That's not good...." Bulkhead muttered. Arcee face palmed again.

"Where's Rachet when you need him?" She asked with frustration.

~~~

Two drones led the doctor down some halls towards what he assumed, was Shockwaves lab. A few minutes later, they went through a pair of doors into the lab. Rachet saw a man with black hair and an eye patch working frantically on the computer. He stopped when the doors opened and glared at the new comers.

"Leave us." He said to the drones before turning back to his computer.

"But what if he tries anything to escape?" One asked.

"It is illogical, but if he does I will inform you and you can shoot the scout." Shockwave said without looking up. The drones looked at each other and than glared at the medic before leaving. Rachet looked around as he formulated a plan in his head.

"It is illogical for you to try and escape." Shockwave said again, he paused and looked over his shoulder at him. "If you value the Autobot scums life, you will help me with this task." He grumbled.

Rachet glared at him but remained quiet as he worked on what the scientist told him to do. He hated every minute of it, knowing he was helping Megatron, but he didn't want to get a team mate killed. He had a feeling that if he got Bumblebee killed, Megatron would just kidnap someone else and kill them. He shuddered at the thought. He couldn't sabotage the formula because Shockwave would know, and he couldn't send out a distress signal, because Soundwave would find out. Rachet leaned on the console and sighed in frustration.

"Having troubles doctor?" He turned and saw Knockout smirking at him.

"What are you doing here?" Shockwave growled angrily.

"Just making sure our prisoner is doing everything right." He said still smirking. Shockwave walked over to him.

"It is illogical for you to be here. I am taking care of the matter. If you interrupt me again, I will throw you out the window!" He growled angrily.

"Testy, testy. Alright I'll go, just wanted to make sure things are running smoothly." Knockout said and he turned to leave. He looked over at Rachet and smiled wickedly before leaving. The doctor felt a chill run down his spine and a knot form in his stomach. Something wasn't right.

"To many interruptions make this task impossible." Shockwave grumbled angrily. Rachet turned back to his task, but he couldn't focus.

~~~

At the Autobot base, Raf helped them get the power back on, but was having a hard time getting everything else back up. Smokescreen was trying to help, but mostly watched. Optimus thought about what had happened to Rachet and Bumblebee. He furrowed his brow and looked at the others.

"Autobots." They stopped and looked at their leader. "As you know the Desepticons have taken two of our team mates." He paused for a minute. "I fear they won't stop their. It would be wise for all of us, to stay at the base until we get the others back." The team looked at each other eyes wide.

"Don't worry guys we'll bring you food and entertainment." Miko said.

"I feel it would be better if the children remained here as well." Optimus said.

"Wait what?" Arcee asked eyes growing wide.

"YES! PARTY!" Miko yelled as she fist pumped. Everyone else remained quiet and looked at each other.

"Optimus, they can't stay here...it's not....child proof." Arcee said trying to change the leaders mind.

"And yet their here everyday." Smokescreen smirked. Arcee glared at him.

"They will be safer here." The leader said. They went quiet.

"Optimus, if we are going to be here for awhile. At least let me run to the store and get some supplies." June said. He looked at her for a minute, as if he were thinking it over.

"Alright, but take Bulkhead with you. I don't want to lose anyone else." He said giving them a serious look.

~~

Once at the store, they agreed to hurry and get back. June gave the wrecker a small list of things they would need, and he quickly went to gather them. She went to the food which wasn't to far from him, and scanned for things that would last them awhile. As she looked at the fresh produce a woman bumped into her and a few apples fell to the ground.

"Oh sorry." The woman said cheerfully as she walked off. June sighed softly and picked up the apples.

"Did you drop this?" Someone asked as they handed her the apple. She looked up to see a man smiling kindly at her.

"Oh, thank you." She said and they both stood up. The nurse looked at the man and noticed he was pale, had spiky red hair and a black goatee. He seemed charming, but something was off about him.

"So, what's a fine young woman like you doing here?" He said smiling sweetly. A chill ran down her spine and his smile reminded her of a crocodile.

"That's not really your business.... What was your name?" She asked. He smirked took her hand and kissed it.

"It was nice meeting you." He said smoothly and walked away. She shivered and quickly finished shopping.

"Are you okay?" Bulkhead asked when he met up with her. The nurse looked over her shoulder than back at him.

"Let's just get out of here." She mumbled. He grabbed the bags and they headed out to the car. When she was half way there she stopped and realized, she forgot her purse.

"Oh shoot....I have to go back in. Here's the keys I won't be long." She said feeling frustrated. He smiled slightly and went to the car.

After she retrieved her purse and walked out of the store, she grumbled to herself about being absent minded. Suddenly a hand covered her mouth and her arms were pinned to her side. Her screams were muffled by the hand, and she grabbed at the arm that had her pinned. Bulkheads back was to her and she felt the man drag her towards the side of the building.

"Quit squirming." The man hissed in her ear. "Rachet needs a little more motivation." He whispered as he smiled wickedly.

She looked up and saw it was the red headed man from earlier. Panic filled her as he struggled to get her to the side of the building. She had to get free. June bit down on his hand as hard as she could. He yelled in pain and let go of her mouth.

"BULKHEAD!!" June screamed at the top of her lungs. The wrecker turned around and narrowed his eyes. He ran towards them.

"Oh shoot...." The villain muttered.

He picked her up and flung her over his shoulder. She screamed and started hitting him in the back as he ran. He turned the corner and ran to a car. She yelled, screamed, hit, and kicked anything to get away. The man threw her into a trunk and slammed it shut. June felt herself panic as she pounded on the trunk lid and continued to scream. Where was Bulkhead?

Tears flowed down her face and she started to sob uncontrolably. She heard the engine start and she banged harder on the trunk. Her hands started to hurt and her throat was getting sore from screaming. She heard something crash and the engine stopped. She stopped and listened. Someone yelled angrily followed by more crashing. Everything went quiet, all she could hear was her heart pounding in her ears.

The trunk suddenly opened and someone gently picked her up and took her out. Bulkhead carefully set her down and put his hands on her shoulders to steady her.

"June, are you okay?" He asked firmly. She threw her arms around his waist and hugged him tightly. He stood there as she cried and did his best to comfort her.

"It's okay....it's okay your safe now." He said softly. She just held on to him and cried.