Disclaimer: The Transformers and all Characters in this fan fiction are trademarked to Hasbro, Inc. and are used without their permission- so lock me up and throw away the key! Special thanks to Goldenrod for his encouragement and for granting me permission to use his characters Jetstream and Spin Drive. I'm not really sure who to thank for Bludger (- It's used in Quidditch- J.K Rowling, maybe?) As far as I know Moonstone, Lenox , Meteorstream, and Treads came from my imagination - if someone out there thought of them first- Sorry, please let me know.

Note: Italics in this piece indicate a thought or provide emphasis to speech.

The four friends sat around the table discussing the latest news. The most recent Decepticon attack was the topic of the day. A whole city leveled with few survivors left. The mood amongst them was somber, except for one.

"Even with Megatron gone those Decepticreeps won't stop." lamented Moonstone, "You'd think with the Minicons gone the fighting would let up some what."

"Fat chance of that ever happening. Can you believe it, the whole city was wiped out. I hope things are going better for Optimus Prime on Earth." Meteorstream added.

"Come on you guys!" Sideswipe interjected, "New Gallion a whole earth week away. Nothings gonna happen here. Nothing ever does."

"Swipes, grow up!" Moonstone chided, "Our distance doesn't protect us. We're just as vulnerable."

"But Moon," he protested , "ever since the Minicons left all of the military installations are all but shut down. Only a few of the factories are still functioning at full power. Every thing is feeling the pinch. Aside from the retail sector, there is virtually no strategic value here. It would be a waste of energon."

"Since when have you become a great strategist, Swipe?" his best friend, Lenox, teased.

"Oh, not you too, Bro? You don't really think the Decepticons would come here, do you?"

"Who can tell-"

" Ugh! Enough of this war talk! I've had it. Why waste such a beautiful day worrying about something that's never gonna happen. I'm cruising, whose coming?"

"I hear ya! Count me in!" Lenox called after him.

"Catch me if you can!" Sideswipe peeled out of the Kidrion Education Complex grounds, leaving plumes of white smoke and skid marks, with Lenox closely behind . Moonstone and Meteorstream choked on the fumes of the duos speedy departure.

" You jerks!" she yelled to the spot where Sideswipe and Lenox once stood. In a blink of her violet optics, they were gone.

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Sideswipe took a deep breath into his intakes and sighed . The skies were clear and the twin moons reflected above Cybertron. What a beautiful day for a ride . He darted with ease in and out of the streets and alleys. Bounding over obstacles, racing under bridges, the gray and blue mech laughed to himself, It"s to nice out to talk about war. What do they know, anyway. Sideswipe turned onto a side street and throttled up, barreling though a construction sign, " Perfect, a straight away, time to have some real fun," He said aloud to himself.

"Hey, Lenox? You having trouble keeping up?" Sideswipe taunted.

"No way! Race ya!" the black and red cruiser challenged.

"You're on! Ready on three-.One-Two-." Sideswipe left Lenox in a cloud of smoke, "Three! Ha, ha! sucker!"

"No fair! Cheater!"

Lenox took after his friend with all his might. They were equals in speed but with a good head start Sideswipe would be difficult to catch. Something out in the distance caught Lenox's sensors. He was reading a steep drop off coming fast at 1500 yards.

"Swipe?" Lenox called out, "Swipe!" Lenox strained to close the gap his friend had on him. He sent out another signal to determine the distance to the drop off. 500 yards-250... "He's gotta know." 125.- 75 "Swipes! Answer me!" No reply. He was finally hitting some turbulent left from Sideswipe"s draft, "Hey bro, cane you hear me?" Lenox began throttling down , 50 yards-. 25 yards-. "Sideswipe this isn't funny! Sideswipe? Sideswipe!"

Lenox's scream was all but washed out by the wail of Sideswipes breaks as he slammed on them. Bellows of white and gray smoke came from his tires. Lenox watched horrified as his friend spun towards the drop off and disappeared. Lenox transformed out of vehicle mode and rushed through the clearing smoke hoping to find his friend.

"Sideswipe! Sideswipe, answer me!" There was no reply. Lenox could feel a panic rising up inside of him. Gazing over the drop off he looked below and saw- nothing. "Swipe? Sideswipe!?"

"OH, WHAT A RUSH!" Sideswipe exclaimed coming from out of the shadow of some heavy equipment.

Lenox jumped in fright, he stood there looking at his friend not knowing whether to hug him or pummel the very spark out of him.

"You should have seen the look on your face. It was priceless!" Sideswipe was laughing .

Lenox was still clutching his pump as his fear turned into anger, "Sideswipe you could have been killed! Don't you ever do something like that to me again !"

Lenox turned his back and began walking away. He was far from amused.

"Aw, come on! Lenox!" Sideswipe called after his friend. "Lenox, Len- hey, lighten up."

"No, Sideswipe!" Lenox spun around. " I love you like family, but Moon is right! You are so immature and impulsive. You can't keep doing these things. You are so irresponsible! Have you given any thought at all to what you are going to when we are though with our studies here? Life is not all fun and games. And, as for our skip day tomorrow, count me out! I can not afford to miss one more session. "

"You can't be serious! We had this planned forever, Bro!" Sideswipe protested

"Listen, I'm sorry. I'm not blessed with the grades you have. Some of us have to work to earn them. If I was a whiz on computer like you are- " Lenox sighed heavily, seeing the disappointment in Sideswipes optics. "I'm sorry, Swipe. But you are so reckless sometimes-"

"But you have to admit, you did have fun." Sideswipe smiled trying to break the tension.

"Yeah." Lenox shook his head. "Right up to the point where I thought you took a nose dive."

" I saw that drop off at 1000 yards." Sideswipe pointed out.

"Uh huh , sure you did." Lenox answered mockingly.

"I did!"

"Sure." Lenox laughed. "Come on let's get out of here before we get into trouble."

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Sideswipe headed back to his quarters. His mind was swimming with thoughts of what Lenox had said earlier. Immature-.irresponsible-.impulsive-.. He headed up to his room and locked the door. Throwing himself onto his recharge bed, he stared up at the bare ceiling.

They"re wrong-.no way-.not me-. "My head hurts. I must be thinking way to much." He thought out loud.

Lenox had him feeling especially down at the moment. While they came from completely different background, Sideswipe and Lenox have been close friends since they met at the academy. Lenox came from Iacon - the frontlines of the Great War. Sideswipe came from Kidrion - a small prosperous technological hub , for the most part, spared from the turmoil of the battles. His mind wandered-.

Sideswipe would listen intently to Lenox recollections of his early life in Iacon. How battles raged in the streets and in the air. Each side fighting to gain the upper hand with the Minicons. How stressful it was living there after the Minicons left. The uneasy "ceasefire' did nothing to help the city. The infrastructure had all but crumbled in the city, day to day life was a challenge. Decepticon raids made it difficult for basic supplies to enter, but somehow Optimus Prime managed to keep the tentative "peace'. Sideswipe listened as Lenox told him about the time he met the Prime as he was inspecting some of most damaged portions of the once great city. Hopes were cautiously high at the prospect of rebuilding and renewing Iacon first, then all of Cybertron. Then, they were found and all inferno broke loose. The fighting was renewed as Optimus and his elite troops raced to some distant planet.

Lenox left Iacon to study at the Kidrion Education Complex. He had some skill at computers and codes and hoped to increase his knowledge , as well as escape some of the fighting. There he met Sideswipe. The complete opposite of himself. "Swipes' was extroverted, social, popular, -.fun. -.

Sideswipe lived all his live in Kidrion. It was not even half the size of Iacon. No hustle and bustle. It was there that some of the systems were created to help the cities on Cybertron function. The Minicons while not essential to the factories functions, did help. When they left some of the smaller factories were forced to close or consolidate with others. Two of the air stations shut down when the forces there were ordered to Iacon and Autobot City to help reinforce the defenses, leaving only the reservists in place. But, even with all that, it was the retail sector that kept Kidrion going. Sure, every once and a while a Decepticon seeker would buzz by, but Sideswipe could never recall any fighting. Life there for the most part was easy. He couldn't recall a time he was ever in want or need of anything.

Sideswipe was a master at a computer keyboard, a fact that cost him his position in one of the factories when he decided to hack into the CEO personal terminal, as a joke, and got caught. It was then he enrolled himself at he academy , "Might as well learn something new,' was his reasoning. But he found it boring and tedious. The courses came easy to him. He maintained high grades, but if he applied himself, it could be better. He was thinking of abandoning his studies when he met Lenox, sitting at a table nose buried in a holo-book. He had heard the red and black mech was quiet and kept to himself. "He's jumpy! Why on earth would you want him to come with us?' was Moonstone's reply when Sideswipe mentioned he like to invite him on one of his "races". But he quickly discovered Lenox to be bright and even witty , when he dropped his guard.

"This sucks!" Sideswipe exclaimed coming out of his daydream. He had hoped of taking the gang up to Celve-V for a little racing and relaxation.

"Ah, slag ! I'll go solo" he said to himself. "It'll be a beautiful day for a drive"

With that final thought he shut down for the night.

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Sideswipe came back on line and headed out , ready for his day of R&R. Ah, another beautiful day. The trails of white-gray smoke from the remaining factories reached upwards, forming a billowy boundary line between the moons. Trying not to bring any undue attention to himself he maintained the posted velocity limit, he hated that. In his periphery, he caught sight of a military vehicle pulling along side of him as he stopped at a light.

Just stay cool- he thought to himself.

"Hey, kid. You know they way to the Kidrion Education Complex? I think my heading is off." The soldier asked.

Aw, Great! "Yes, sir." Sideswipe answered tentatively.

"Wonderful! Mind if I tail you?"

"No, I don't mind." Sideswipe replied aloud as his mind screamed, "Yes! Now go away!"

The pair continued down the road. Sideswipe could swear he felt the soldier watching him, or was it guilt? He pulled in to the complex grounds, slowed as he approached curb and transformed. He turned around to check on his unwelcome companion ,he found to his complete surprise, the soldier was already in root mode waiting for him.

" You're going to have to work on that , Son. You're too slow." The brown and drab green ATV instructed.

"Whoa! How'd you do that? I mean-. wow, that's fast."

" You'd be surprised how fast you move when your being blasted at , kid." The soldier chuckled, "Seriously, just takes practice. That's all."

"So, why are you here and not fighting. Sideswipe inquired.

" I'm speaking to the senior history class about the Great War. Maybe sign-up some new recruits."

"Really." Sideswipe feigned interest. "But, why aren't you fighting?" He pressed..

"I sustained some heavy damage during a battle in Iacon. Barley made it through with my spark intact. But, we held the city an managed to push the Decepticons back, thank Primus. That answer your questions kid?"

Sideswipe nodded

"You have any skills, son. Aside from interrogating?"

"Sure! I'm a whiz on a keyboard and at codes. Best in my class!" Sideswipe boasted.

"Great! We could really use someone with skills like that. Hang around after class if you can, we'll talk. If I miss you , look me up. Here's my data card."

Sideswipe scanned it-. Cybertron Infantry Div. 10. Commander Treads. "Sure thing. I mean-Yes, Sir!"

Sideswipe saluted the soldier as the bell sounded marking the beginning of classes. The solider headed off into the complex.

"Catch ya later, kid." He called back

Sideswipe waved. In your dreams. "Now! Back to business." Sideswipe said to himself.

With that , he slinked off. Trying his best attempt at stealth , he headed back onto the main causeway and due Northwest to Cleve-V.

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The drive up to Cleve-V was intolerably boring with out his friends company. Sideswipe tried to burn some time visiting the sights and cruising around the lakeshore. He found a seat on one of the rocks and his thoughts turned to Lenox and the others. Lenox was the one who kept him grounded. Always looking out for him and keeping him out of trouble, most of the time. He silently chastised himself for pulling the stunt yesterday. He never really saw Lenox loose his cool like that before. And now, look where it got him. Bored beyond belief. The last time he was up in this sector it was with Moonstone. He wanted to show her how the moons reflected off the lake at dusk. With her golden frame and violet piping that matched her optics, his impulsiveness got the best of him. As he tried to steal a kiss he was welcomed by one of Moon's fists, "Ugh, Swipe! Cut it out!" Nothing more ever was said about that. And Meteorstream, he was just happy to tag along.

"Primus! This sucks!" he shouted to no one.

Only three earth hours had past and judging from his chronometer it was time for the first break in class. He headed for home trying not to reflect on his sour mood. At least I didn't have to sit though some boring lecture. He was only a half an hour from Kidrion when something in the distance caught his eye. Smoke? The smoke wasn't the grayish-white from the factories, this was black and it billowed ominously. The sight made his pump shudder as he throttled up and headed towards the city. The closer he got, the more acrid the smell.

The streets were frighteningly clear of traffic. He screeched to halt when he finally reached the city limits. He couldn't believe his optics. The entire city was aflame! Businesses, factories destroyed! He spun around, taking in the scene. No! This can't be?! I'm dreaming!

Darting in and out of debris, he speed past fallen Transformers. Some of them dead or maimed, other wondering in shock or trying desperately to help any survivors they could find. Gotta get to the school- became is mantra. As he pulled into the complex"s grounds he grinded to a halt.

"Oh, NO! NO! NO!" he could scarcely comprehend the site before him. He transformed to his root mode and try to make it to the entrance of the building. The heat seared his frame, but he pressed on until he heard a noise behind him.

"Sideswipe! Don't -it's too hot-" the voice called weakly.

"Lenox!?" Sideswipe spun around. "Damn it, what happened?" He could barely recognize his friend. The heat had melted his paint. His frame was heavily damaged, his left arm hung by it's cables. Massive gashes covered his torso. The effervescent energon streamed down him. "Slag, Lenox! You're-. You're bleeding!"

"Bumps and bruises. That's all." Lenox answered. "The Con's -. they attacked at -.first break." His body shook in a violent cough. "There gone -.Bro, all of them-" Lenox went down to sit on the curb.

Sideswipe turned away to face the school. His thought flew to Moonstone and Meteorstream.

"No! They cant be!." He refused to believe this was happening, " Come on , Len! We gotta help them-Len-" Sideswipe turned back around and found his friend lying on the road , pale and in a pool of energon. He bent down and gently shook his friend, "Lenox?" No response. "Lenox!" Sideswipe cried out in a futile scream, fluorescent tears streaming down his cheeks.

He began to loose control of his respiratory center, gasping for breath to cool his overheating systems. All focus left him, as his mind raced trying desperately to gain control of the situation. Panic threatened to consume. "Aw no, no , no-.think! Damn it! Think-.' It seemed that time was frozen. He sat on the curb holding his fallen friend in his arms, rocking him gently. The rocking calmed him as his respirations slowly returned to a nominal rate.

"It's alright, Lenox." He said calmly, "It's going to be okay."

"Swipe-." Lenox's optics flashed.

" Yeah, Bro. I've got ya."

"You-I-." Lenox cough became more congested as energon filled his intakes.

"Shhh- don't talk." The tears came like a flood.

"Sw-. Swipe-.." His optics flashed twice and then dimmed.

"It"s okay, Bro. I"m right here." Sideswipe felt his friends body relax as his spark extinguished and wept.

He stayed by Lenox's side and cried until there were no more tears. The grief ripped at his very core. Slowly he pulled his emotions back together as his own security came into question. He became acute aware of just how unprotected he was out in the open. They could come back at anytime-. got to find shelter-.He headed back to his residential complex and just as he figured it too was destroyed. He stood at the burnt out shell of his building and shock his head in disbelief. Decepticon bastards!

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A military patrol passed, announcing all civilians where to report to Sector 3-5.9. A temporary shelter had been set up for the survivors and martial law was in effect. All civilians were to off the streets by nightfall. Sideswipe transformed and made his way to the designated camp.

The shelter was so unlike his home. No privacy, no diversions. So many bots crammed into such a confined space. Yet, it was surprisingly quiet. Many of the survivors there were to shell shocked to express any emotion. Sideswipe spotted a mech standing in a corner, the same red and black configuration as Lenox. Lenox. Sideswipe hung is head. It was then he felt something, a twinge, a stirring. There's gotta be something I can do. His sorrow slowly began to dissipate. I just can't sit here! He headed for the door, out into the darkness.

Carefully he walked stepping over the debris that littered the streets. He had no idea what he was doing out there or where he was going. A memory hit him, The recruiter! His pump skipped a beat. But where was he? How could he possible find him? Sideswipe continued walking. What was his name- Further he pressed, crossing an intersection that was cleared. He heard heavy footfalls behind him.

"You there! Halt! The voice called. "Place your hands on your head, turn around slowly. Identify yourself!"

Sideswipe complied, "I'm-.I'm-.Sideswipe."

"You know, there's a curfew, Kid" the navy soldier stated leveling a blaster at Sideswipes chest.

"Yes, sir. But you don't understand! I'm looking for someone."

"So's half the town." he retorted. " A full list of the survivors will be posted in the morning ."

"No! He's a soldier! He was at the education complex today!"

"What!?" the Navy mech seemed almost caught of guard.

"Oh, is that so?" A Yellow Cruiser came out of the shadows an transformed. "Everyone in that building died, kid."

"I know." Sideswipe said softly as he hung his head. " I-I skipped out-."

"You played hooky!" A tan transport vehicle came on to the scene. "Some luck you've got!" he laughed.

"Yeah, I guess." Sideswipe looked up a the trio. " Please, you've got help my find him!" he pleaded. "Look, I've got his data card."

Sideswipe handed the disk to the navy mech who scanned the data and exchanged looks with the others. "Well?" Sideswipe pressed.

"Sorry kid. Commander Treads-. Well he didn't make it. He fought valiantly though, trying to defend the students but-.Sorry." the Navy mech sighed heavily.

"No!" Sideswipe sat down on the curb and put his head in his hands.

" Why's this so important to you?" The yellow cruiser asked.

"I- I wanted to find him. I want to join the Autobots."

The trio of soldier laughed. "You couldn't handle it, kid!"-.. "-. wouldn't last a day-." "-.oh, that's a good one!"

Sideswipe could feel his anger well up inside of him. How dare they! How dare they laugh at him, mock him. He clenched his fists and stood up.

"I can too handle it!" He shouted.

"Oh, is that so?" the navy mech wiped a tear out of the corner of his optic. "What skills could you possibly offer the Autobots?" His question was almost accusatory.

"I-.I've got skills!" Sideswipe glared at them. "I'm a whiz on a computer. There's not a system out there I can't hack into. And as for codes, ha! I dare you find someone better than I am!"

"Really!? " The navy soldier arched his malleable brow and glanced over to his comrades. "I'm Jetstream" the mech extended his hand, " this is Spin Drive" , the yellow cruiser nodded, "and this is Bludger." the tan one nodded and shook Sideswipes hand as well.

"Come on , you guys. You'd better get back on patrol. I'll take the kid back to base." Jetstream ordered.

"Yes, sir!" Spin Drive and Bludger saluted and returned to their patrols in the shadows.

Jetstream and Sideswipe walked to the base in silence for a while. Sideswipe looked around his surrounding and marveled at the devastation. Never in his brief existence did he ever imagine this would be happening to him.

"Are you sure this is what you want? I don"t think you realize what you"re getting into." Jetstream cautioned. He saw Sideswipe nod . "Alright. But don't say I didn't warn you. " Jetstream smiled at him.

"Yes, sir. I'm sure this is what I want. I lost everything today. Everything-.My best friend-. He died in my arms. We were supposed to go up to Cleve-V together-." Sideswipe's voice trailed off.

"I'm sorry, Sideswipe. But listen , you have to let go."

"But he was like family to me, a brother-" Sideswipe stopped in his tracts.

" You've got a new "family' now, kid." Jetstream said sternly, turning to face him. "Look, your young and inexperienced. You saw the destruction out there. This a war and you will see more mechs die before it's over. You've gotta just acknowledge and move on." Jetstream heard the young recruit swallow hard and saw the fear in his optics. "Hey, all you have to do is stay close to Spin Drive, Bludger and myself. We'll look after you." he smiled reassuringly. "Sideswipe if you can do what you claim-. You'd be such an asset to us" The aerial fighter placed his hand on sideswipe shoulder. "The Decepticons have got us up against the ropes and we could really use your talents. But, it's not going to be easy. These aren't the training consoles back at the school, these are the real thing. Can you handle it?"

"Sure-.ah, okay." Sideswipe breathed deep. "I can do it." He felt his confidence coming back.

" Excellent. I'll introduce you to our Commander. He'll be happy to hear what you have to offer."

"Great. I won't let you down!" Sideswipe smiled .

"Don't worry 'bout a thing, kid. You'll be in good hands." Jetstream wrapped his arm around Sideswipe. "We'll take good care of you. I promise."

The End