Disclaimers: Transformers are owned by Hasbro.

I make no monetary profit from my fanfic/fanart.

Summary: Ultra Magnus and Phoenix have a tiff.

Author's Notes: Phoenix created by Phoenix.

Rating - R

Arcee had heard some very heated words coming from the room and surmised that he'd found her first. She heard Phoenix scream "AHH FORGET IT!!" and saw her storm, fuming out of the room in high dungeon and was glad he was too mad to follow her.

Later she found Phoenix sitting by herself and sat with her.

"I won't bother asking 'what's up,' because I know."

Phoenix gave a small smile. She'd been ready to rip the head off anyone who disturbed her, but Arcee was a comforting sight.

"He wouldn't listen," Nix growled.

"Did you try to explain why you did it?"

"Like duh. For about ten minutes, but he overreacted - and wouldn't even listen to my reasoning - just like a man!"

"I know what you mean. Springer and I have had our tiffs."

"That's comforting - to know I'm not the only one."

"When you've both cooled off, then perhaps you can try to explain it to him again."

"I don't know. I feel guilty for what I had to do, but-"

"I'm sure he'll understand, Nix. Just believe-"

At that moment the Autobot base shook violently which could only mean a Decepticon attack.

"Inconsiderate bastards!" Arcee yelled, shaking her fist in mock anger. "Can't y' see we're haivin' a girl talk?!"

Phoenix giggled and they both rushed outside to join the action.

"This'll help get your mind off it," Arcee said.

"Yeah ... I guess..."

Phoenix briefly saw Ultra Magnus commanding some Autobots and turned her face away. She refused to even look at him and began fighting off Decepticons.

Ultra Magnus turned around and began to fight and saw Phoenix blasting off some Decepticons. He was still mad with her, but a battle was hardly the time or place for a domestic dispute.

He was about to shoot off a round of cover fire when he saw Phoenix cut down by fire from three Decepticons.

"Nix!! NO!!"

The three Decepticons aimed their weapons at her and fired relentlessly. Ultra Magnus madly blasted at them, bolting in Phoenix's direction. Taken by surprise, the trio split to find someone else to blast. Ultra Magnus fell to him knees beside his fallen mate.

"Oh my God, no ....."

He could barely look at her broken, bleeding body. Ultra ever so gently picked her up and rushed her inside, almost kicking down the repair bay door.

"Ratchet, First Aid!"

The Autobot CMO's head snapped up, momentarily startled - but there was a war on quite often such casualties were unavoidable.

"Quickly, on the repair bed with her."

Ultra Magnus laid her down. Ratchet immediately hooker the life support cords to her and ran a scan over her, then immediately grabbed two electrode pads and placed them on her chest, while First Aid monitored the output.

"Clear!" Ratchet yelled as he activated them, causing Phoenix's body to jump, but still no life signs.

Ultra Magnus winced.

"Again!" Ratchet yelled - still nothing. "Again!"

Ultra Magnus shook his head in shock. "No ... please .... It has to work ...."

"Increase power," Ratchet said urgently.

"It might kill-"

"If we don't she's dead anyway. Do it!"

"Done."

Ratchet placed them on Phoenix's body again and activated them with a thud - finally the monitor began to show faint life signs.

Ultra Magnus sighed with relief, his entire body shivering. He saw her move and held her hand gently. "Nixie?"

She blinked a few times and opened her eyes. Ratchet looked relieved.

"Nix I'm so sorry," Ultra Magnus said almost in tears.

"Yeah ... me too..."

He smiled and squeezed her hand a tad tighter.

"I'll have to work on her wound, fast," Ratchet said, hissing a hypospray against her arm.

"Do what y'have to, Doc." Phoenix said, mustering bravado, despite her fear.

It wasn't long before the drug took effect and she lost consciousness and Ratchet began to repair her wounds.

"It'll be easier on all of us if you got some rest, Ultra.

Magnus nodded. He knew the doctor was right and he wouldn't be any good in the way here. "Thanks, Ratchet."

"We'll do everything we can for her."

"I know."

In his quarters, Ultra Magnus said a silent prayer to Primus for Phoenix, then did as the doctor ordered and got some rest.

Ratchet and First Aid worked for many hours on Phoenix's wounds.

After they were done repairing her wounds, they slowly began to reenergize her.

Ultra Magnus' energon bath had not soothed him as much as he'd hoped. As much as he wanted to visit the repair bay, he forced himself to keep out of Ratchet's way, knowing the doctor would inform him of his progress. Part of him didn't want to know in case Phoenix - no he forced that thought out of his mind, but at the back, dreading having to have to face up to it should it arise.

Ratchet and First Aid finished up work on Phoenix and allowed her body to recuperate. She awoke the following afternoon.

"Ohhh ..." she moaned.

"Glad you've decided to join us," Ratchet said. "Those were some blasts you took."

Nix scowled. "Tell me about it. Fuckin' Cons..." She huffed.

"You should've been more careful."

"Yeah, I know ..."

"And I don't want you going on a vengeance spree and ending up back in here."

"No, mother."

Both Ratchet and Phoenix laughed. He helped her off the bed

"No strenuous activity for at least a week. Your wing - and the rest of you needs time to heal - Doctor's orders."

"Yes sir! Thanks, Doc," she said with a smile. "I owe ya."

Ratchet's call, 'she's gonna be fine,' was like the voice of God to Ultra Magnus. He told Ratchet so.

The Doc smiled. "It's more than 'just doin' my job', but it hardly makes me a God, I'm flattered though.."

Magnus smiled. "Close though ... Ratchet, you know I wouldn'tve blamed you if she'd died. I'm gonna get those fucking blasted Con-"

"Magnus ... I can't stop you from going on a vengeance spree - but I can tell you how many I couldn't save who did just that. I'm not condoning the enemy's actions - far from it, but we're at war. Casualties are inevitable, no matter how careful we are. Revenge only escalated the hostilities and it isn't good for karma either. What if you don't make it? Do you want me to show Nix your lifeless body? What do you want me to tell her then? - 'I'm sorry, Phoenix ... I did everything I could for him, but-'"

"No, Ratchet.... when you put it like that, I, of course I don't want that."

"I know you're angry, Mag, but even if she died, punishing those responsible wouldn't bring her back and besides, the Universe has its own ways of punishing those who deserve it."

"Yeah, but sometimes you'll never know how..."

Ratchet nodded. "Such is the way of things, I'm afraid."

"Thanks for the talk, Ratchet. That's two I owe you."

Ratchet smiled. "If I kept tabs on that everyone'd owe me big! But hey, I'm a doctor."

Ultra Magnus smiled.

"And be careful with her," Ratchet said. "She's resting no and she'll take about a week to fully recover."

Phoenix awoke some hours later, but she did not wish to get up. She smiled to herself, grateful to be safe. She remembered a time when she had no one and was grateful she had friends now and cherished her and Ultra Magnus' love for each other. Their earlier screaming match entered her mind and she waved it away, although she knew the argument would resume and she hoped it could be settled peacefully.

She heard the door chime sound.

"Come in."

Ultra Magnus entered and Phoenix smiled.

"How are you feeling?"

"Better, but still tired and a little weak."

"Glad you've lived up to your namesake," Magnus said to her.

Phoenix smiled.

She started to get up and he came to her.

"You look like you could use an energon bath."

She smiled. "Thanks, Maggie, I could, come to think of it."

He carried her to the bathroom and began to run one, then placed her inside.

"Call me if you need anything."

Nix smiled. "I will, thanks, Maggie."

He smiled. "You're the only one who can call me that, without gettin' a punch in the nose."

Phoenix laughed. "I feel privileged."

"You need some time alone," Magnus said, despite wanting to be with her.

Phoenix realised despite their tiffs, this was the reason she loved him. He was always so considerate, amongst other things.

"Thanks," she said as she watched him leave.

"Hey, don't you let this get you down, Nix. I know you're strong, but you're not indestructible. Those 'Cons outnumbered you and -"

Phoenix smiled. "There you go, patronising me. I don't feel weak about what happened. Ratchet set me straight on that. I know I'm an action woman, but I also know not to take dumb risks. The buggers ganged up on me - I know it's not my fault."

"That's good," Ultra said. "I was just wondering. You strong women tend to get all down when you can't handle something, as if you think we men look down on you for that or something -- but let me tell you, Nix, if those 'Cons had blasted me like that I'd've been pretty much shot to shit too, so don't you think that anyone's think you're weak for what happened."

Phoenix smiled. "Thanks," she said. "You know, I knew that, but I needed someone ... you to say it."

He smiled, then bent down and kissed her. "Right now you need to relax in this bath, so I'll leave you two alone."

Nix smiled and watched him leave. Now that she was alone in her bathroom, within her secured quarters, she relished in the isolation as she felt the warm waves of energon wash over her, feeling grateful she was alive and safe. It was a long time before she emerged from that bath.

Ultra Magnus cared for Phoenix for the next few days. Although he was confident she wouldn't disobey Ratchet's orders and do anything risky, he felt he had to make sure, and be there for her.

"You're like a mother hen," she said in a mock cross voice.

"Cluck, Cluck, clukeeeek!"

They both laughed and then they kissed.

Phoenix smiled, than sighed. "It's s shame we can't ...."

"Why not?" Ultra asked.

"You heard what Ratchet said."

"So? I'll be gentle " he said "... Real gentle." His voice had become a whisper.

Phoenix grinned.

Unbeknownst to Ultra Magnus and Phoenix, Ratchet had been coming down the adjacent corridor and had stopped and heard them. To avoid embarrassment, he waited until they had left, and returned to the repair bay, smiling and shaking his head.

Magnus escorted Phoenix to her quarters, gently picked her up, carried her inside to her resting ledge. Out of his chest compartment he took a jar of transparent green acetonium balm.

"Borrowed it from Ratchet. Don't worry. He's got plenty more."

Nix smiled as he sat down, unscrewed the jar and administered some to the most tender part at the moment - the top of her right wing, then set the jar down on the bedside compartment. He lightly stroked her face. She loved it when he did that. Nix raised her hand and held his. Their fingers began weaving in and out of the other's. Ultra Magnus leaned forward and gently kissed her lips. Phoenix put her arms around him and the kiss deepened and then their hands began to explore the other's bodies.

Ultra smiled. "You know, we should do this gentle stuff more often.

"Yeah," Phoenix agreed, as she ran her hand over his head and began to play with his antennae. Oh, how He loved that! He began to kiss her face in several places. She smiled and gently rubbed her nose against his. Magnus smiled and returned the gesture, then reached for the acetonium balm again and began to massage some very gently into Phoenix's wing. She winced a little, and he softened his touch a notch. Nix smiled. "Ooh, that feels so much better..."

He smiled. "I knew it would. Your wing needs time to heal, and this is great stuff."

"It's also who's rubbing it in..."

Ultra smiled and stroked her face with the back of his hand.

Phoenix smiled too, knowing her body would heal with in the next few days, but she also knew when she was well, their unresolved, broken off argument would arise and resume again and that she was not looking forward to. She could tell Ultra Magnus had pushed it to the back of his mind, and was decent enough not to let it surface for now. For that she silently thanked him.

"What's up?"

"Huh?"

"For a moment there, you looked spaced out."

"Nothin'. Just thinkin'."

"Don't be down, Nix. You'll be your good 'ol self in no time."

She smiled. "I know and don't ya go patronising me, ya hear?!"

"See? It's happening already!"

They both laughed. Phoenix patted his cheek and he kissed her again, holding her gently in his arms. She hated her usually strong wings being so weak and fragile now. She knew they'd heal soon, but she had pride in their uniqueness. She revelled in the sensation of her mate's hands exploring her body, so gently, as if she were a china doll. It annoyed her, to feel so weak, but the sensation also excited her, heightening her sensitivity which otherwise wouldn't be aroused had Magnus' contact been any rougher.

"Don't worry," he said between kisses, as if reading her thoughts, "you'll be fine."

Phoenix smiled, as she traced the protruding blue pattern, on his chest plate. Phoenix almost gasped as Ultra Magnus suddenly, but carefully picked up his love and stood. He walked with her to the bathroom and ran a very warm energon milk bath. He climbed into it and slowly lowered himself and Phoenix into the transparent milky energon. Both sighed at the ultimate relaxation. Ultra Magnus began to massage her gently, further releasing any tensions. Phoenix felt her body relaxing to his touch, as she close her eyes and let his hands have her. He did not mind that she did not return the gesture at the moment - he was enjoying loving and soothing her. Phoenix relaxed almost to the point of falling asleep, cherishing her love's presence and his gentle caress, and she didn't permit herself to think of anything else, it seemed as though Merlin had weaved a special magical moment for them. Phoenix had no idea why the powerful wizard of human past had entered her mind, but she didn't question the thought. It felt nice, even if the ancient wizard only existed now in stories and legend.

Phoenix stood alone in the room she had nominated. It was further away from the rest of the headquarters, and housed a table and some chairs and had been voted to remain a 'discussion room.' There was enough room to freely move around without the table getting in the way, which is why Nix chose it over the larger conference rooms.

Ultra Magnus entered. He knew what her call had been about - he didn't even have to say.

The magical flame of the two nights ago seemed to dull, as if Merlin's spell had been cursed.

"You've been avoiding this," Magnus said.

"Well it's a touchy subject ..."

"Touchy! You blasted me in the fuckin' back!"

"I couldn't let you shoot him."

"He was a 'Con for Primus sake - and could have blasted from the air - and-"

"Ultra-"

"I can't - I just can't fathom why-"

"Magnus-"

"Why did you-"

"If you'd just-"

"Why?"

"If you'd shut your hole for ten seconds, then maybe I can explain!" By now Phoenix was starting to get irritated, but she knew this would never be resolved by screaming.

"You'd better have a good explanation."

"Oo."

"Come on then, I'm waiting." Ultra Magnus folded his arms.

Phoenix refused to let him bait her.

"If you'd blasted Thundercracker you might've killed him. He was wounded and flying away..."

"Couldn't you have yelled out or something?"

"There wasn't time and besides, there's more."

"What are you, a sales bot?"

Phoenix glared at him. "That isn't funny, Magnus." She paused before continuing. "Back of Cybertron, before we came to Earth, Thundercracker helped us. We femmes were in a battle. We were almost killed, but as you said - it wasn't because we were weak women. We were severely outnumbered and outgunned. Moonracer was badly damaged. She almost didn't survive. Thundercracker landed near her. At first we thought he was going to kill her - and we had no weapons - not even blank ones to scare him off - they'd destroyed all we carried - But Thundercracker picked her up and carried her out of harms way, then he brought her to us and told us of a secret passage and gave us a vial of acetonium to repair Moonracer's wounds. When I asked him why he told me 'It's not right. There are so few of you femmes left even if most of you are Autobots ... please keep this to yourselves...' I'll never forget that, Magnus. He saved all of us - they could've killed us all. We owe our lives to him."

"My God ... You never told me."

"I promised him I would never tell another soul. It wouldn't look good on a Decepticon's Resume."

Ultra Magnus smiled. "Definitely not. Don't worry, Nix. I won't breathe a word of this to anyone."

"Good. I'd hate to think what the Decepticons'd do to Thundercracker if they found out."

"Sorry for the way I exploded."

"I guess it's understandable ... and I knew you'd be mad..."

"I'm also sorry for not letting you speak. That was wrong of me. I've always thought of myself as understanding, but-"

Phoenix smiled. "Hey, Mags, nobody's perfect."

It seemed as though the curse had lifted.

He smiled too. The two stepped closer together and hugged. Phoenix wrapped her large Gargoyle like wings around him. He loved it when she did that.

After a while, the two broke off. Ultra Magnus picked her up and carried her to her quarters, despite her play protesting. He knew full well she was fully healed now. He placed her down on the resting ledge.

"Your wing better?"

She flapped it. "Yes."

He grinned. "Good," then he straddled her.

"Whoo! You don't waste any time." She smiled,

"Would you rather I did?"

"Of course not. Duh."

He laughed and began to caress her, more vigorously than the last time. She moaned gently, although she had enjoyed the very gentle caress, now was time for something more, as she allowed his hands to explore her. It was as if every time she had been with him, he found a new part of her body - he felt the same way.

She felt as though she had ripped Excalibur from its stony sheath and held the encrusted blade up for the Universe to see, and roared her name. This Phoenix had been born again.

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