Night had fallen over the desert in much the same way that a glass of wine falls onto a white carpet, sudden, dark, and irritating. Honey supposed it could be worse, as it at least provided a superficial layer of cover between her and her pursuers. They would no doubt be upon her at any moment, and while she felt confident enough against any one of them, she doubted she could handle all of them. Certainly not in the open, as she was now. She had made the wise decision of shrouding herself in a heavy wrap, and had replaced her schoolgirl's outfit with some more weather-resistant jeans and chaps. Completing the new wardrobe was a wide-brimmed fedora, which she kept pulled down low above her eyes. The outfit was yet another superficial layer of cover- nothing that they couldn't see through, she was certain.

What if I'm wrong? She thought, her feet propelling her onward through the thick darkness. Is Megatron being their leader a real reason to leave? Before, he was leading a team of miscreants, but was he all that evil himself? Arrogant, but evil? It's not like I was paying enough attention to be a good judge of his character. And now to think I've turned down a whole team of people like me. Yes… people.

"What is a human? What is a robot?" asked the hologram of the old man that had once called her father. Honey involuntarily took a step back, wishing to escape from the truth that was being presented to her. She bumped into one of the lifeless metallic bodies hanging around the room on cables from the ceiling, and she made the mistake of looking back into its dull, lifeless eyes. Horror crept through her as she realized that underneath, her eyes were just like that. She sat down, watching her hands open and close. The boy that had followed her in took a very voluntary step back, now quite uncertain about the girl he had been comforting only moments ago.

"I'm… I'm… I'm…" she whimpered, her sudden inability to vocalize causing a pang of fear that she might be malfunctioning.

The hologram looked down at where she was curling up in terror. "Even if you are a robot, you are still my daughter."

And with those simple words, she realized that nothing had changed. Her sudden, world-wrenching panic had been misplaced. Because even if she had wires instead of veins, and servos instead of muscles, she was a person, and she knew it. She also knew that because she was just a person- even if she could leap over small buildings and punch through walls- that she was no more entitled than anyone else. In fact, her strength meant that she was obliged to defend the weak.

It's not meant to be access to some special club. That's why.

Honey directed her focus away from her memories and back to the task at hand, namely fleeing. Her eyes detected something hovering ahead in the night- a small, flickering lantern, swinging in the breeze. It barely illuminated a sign hung above it that read "WELCOME TO LUCE POPULATION 23 AND GROWING!" The lantern's glow also caught the edges of a building, just peeking out of the darkness.

That might afford me something a little better than superficial cover.

She tucked her arms back, leaned forward and took a fist to the gut, stopping her dead in her tracks. Honey's inertia curled her over the arm before she dropped off, attempting to process what was occurring. Something stood above her in the night, even if she could not see it.

"Give up, kid," said that something. "You can't keep running forever."

"W-what if I do?" asked Honey, regaining her bearings at a rapid rate. She had judged the impact to be a right hand's indentation, and since she collided head-on, it meant that her opponent could not be on the left. She extended her left hand slowly, as if it was still uncurling from shock.

"You'll make yourself a permanent enemy of the Transcendent Technomorphs," explained the figure that de-cloaked above her. It was the woman that had been wearing the trenchcoat, although she now wore a paper-thin sheet of cam-foil. "If you just give up now, you'll make things a lot easier on yourself. You'll have a shot to win… and I wouldn't want to end up on Joe's bad side."

"H-have a shot to win?" stammered Honey, feigning injury. Almost. Come on.

"Sure thing, kid," she said, squatting down and extending a hand.

Now.

Honey sprung off of her extended left hand, swinging her legs around to strike her opponent in the back of the head as she rose. She just as quickly dropped her feet back to the ground to dash away, making another sprint toward safety. The building rushed closer, revealing a swinging door but no windows. Honey charged through and found herself surrounded by a half-dozen inebriated men, and some very unmotivated-looking dancers.

She stood still, assessing the unusual situation for a moment.

"Um… hello, there," she said, her cheeks burning. "Ahm… if you all would look away for just a second… I've got to change."

No one complied as the fire-like energy consumed Honey's clothes. One of the dancing girls stepped away from her spot on the stage, knocked over a table and charged out, muttering something about quitting and kids with tricks.

"And they say this club is for who?"

"Gentlemen," sighed Rex. "Escuche, you'd probably better stay out here, Tobio. Just to be safe."

"Well, I wanna help!" protested the boy. "I wanna make sure Honey will be okay!"

"We're trying our best," growled The Major, slipping her trenchcoat back on and massaging her head. "We don't want to hurt her if we don't have to. We've got to lead in with non-violent approaches, to see if we can convince her."

"I'd rather not think about what'll happen if she doesn't listen," frowned Rex.

"She will be terminated," breathed the hulking man in the black jacket, approaching from behind.

"But if we go that far, she'll never want to join us," Tobio cried.

The Major patted him on the head. "That's why we need to stick to the plan. Rex, why don't you give it a shot this time?"

"Excelente. I'm on it," said the boy in the red jacket. He turned from the group and began to walk toward the door, but he quickly heard the tromping of heavy boots behind him. He turned and received a glare from behind the huge man's dark sunglasses.

"What, you're comin', too?"

The man said nothing.

"Fine, fine, whatever, ese. But remember that the terminating don't happen yet, got it?"

The man still said nothing.

"Friggin' cold, hombre."

The two walked toward the gentleman's club and pushed their way through the swinging doors. It looked pretty much how Rex imagined a bad strip joint to look, crummy tables on a crummy floor with crumbling paint on the walls and poor lighting.

"You folks gonna pay or what?" asked the bouncer, approaching with his arms flexed at his sides.

"Ah, no, señor," said Rex sharply. "We're looking for-"

"I am good friends with Honey Kisaragi. I would like to visit her," barked the huge man. "Where is she?"

"I don't know about any Honey Kisaragi," grunted the bouncer. "If you ain't gonna pay, get out."

"We're just looking for the girl. We'll be done in a minute, I swear," assured Rex.

"You had better," the bouncer fumed. "And if I hear anything funny going on, you're outta here."

Rex gave him a nervous nod and continued past the dancers, making sure to give them an adequate glance as he passed. Upon his closer examination, he wished he hadn't.

Old enough to be my mother. Euuughh.

He reached the door at the back of the room, his companion only a few steps behind.

"Well, did you get anything?"

"Negative," grunted the man in his typical monotone. "Failed to acquire target Honey Kisaragi."

Rex pointed a thumb toward the door. "Then she's probably through here somewhere. Let's go."

He turned the knob and swung through into a plain, cinder-block hallway, with a few more doors along its length. One was marked as the dressing room, and the other was not marked at all. Probably a storage or supply closet, Rex figured.

She's got to be in one of them, unless she's jumped ship. In which case the Major or Tobio would be getting her now.

"You take one, I'll take the other," he instructed the man following him.

The reflections from the sunglasses bobbed in the dim light as he faced his door. They reached for the handles, twisted them down, and walked into their rooms simultaneously.

Rex found himself in the pale yellow light of a dressing room, its long, smudgy mirror sequined with fading incandescent bulbs. Personal effects were strewn across the counter, purses and lipsticks and bracelets. Behind it sat a rotten-looking couch, and behind that, a few stalls.

Might as well check them all.

Rex pushed the first stall open, finding nothing inside except a crumpled-up pair of jeans. They certainly could have belonged to Honey, or any one of the dancers; but such a clue couldn't help him. Honey could be anywhere at this point. He moved to the next stall and found it completely empty. The third, and final stall was not. Rex stood, puzzled and a little concerned, as he stared at the grungy-looking man that was slumped against the back wall, asleep.

"Excusame, señor. You wouldn't have happened to see a Japanese Catholic schoolgirl run through here by any chance?"

The man did not reply, and continued snoring.

"Señor, I'm going to ask one more time," said Rex sternly. He patted the man's cheek with the back of his hand. The man opened an eye slowly, regarded the youngster in front of him, and punched him across the room.

"AAAARGH!" screamed Rex as he flew into the mirror, shattering its glass and the light bulbs alike. He fell to the floor, hitting the counter on the way, and landed in a sharp pile of crystalline fragments.

"Hey, man, I've got her in here!" he called, picking himself up off the ground.

"He won't be able to help," said the man, stumbling out of the stall. His clothes ignited and burned away, revealing the blonde girl underneath. An orange-and-white dress formed over her briefly-naked body as she placed her hands on her hips. "He's locked in the storage closet. It's a pretty heavy-duty door, so I don't think he'll be getting out very soon."

"You trapped him, but not me. What's your game, chica?"

"He didn't seem like the talkative type last time we met," smiled Honey. "And I want some answers. I figured you'd suffice."

"If you want to talk this out, that's fine," said Rex. "What do you want to know?"

"I want to know why you're taking orders from that slimeball."

Rex gave a half-shrug. "It's complicated. Nothing weird, no brainwashing, or anything like that- it's just, here we are, in this wild and crazy place, surrounded by all of these real people. And you'd be surprised how many 'droids feel kind of left out. Kindred spirits, and all that. It ain't that we think we're better, or anything. But we kinda want to prove we can compete, too. So a team like that, I said, 'sure, that seems like a great idea'. And I don't see anything wrong with that, do you, chica?"

"Uh, yeah. You're leader's a cheating bastard."

"Maybe he was but we certainly didn't get any help setting things up this round, that's for sure. We're just a team, that's all. So, will you join us? 'Cause it's not going to get any better if we keep chasing you down."

Honey placed a finger on her chin thoughtfully, staring away into the grimy ceiling tiles.

"No," she stated, after an agonizing pause. "What you don't get, is that there's no need for kindred spirits. If you can think and feel like a human being, then you've got the human experience- you are a human being. I'M a human being, even if I'm an android. Also your leader is still a jerk considering he sent Mr. Tall Dark and Austrian back there to kill me. So there. My answer is no."

"Okay, that's a pretty decent explanation you got there, but it's got a problem," chuckled Rex. "'Cause I'm a human being too. Not just in spirit, I'm a bona-fide fleshbag."

"Then why are you even on the team?" asked Honey, mildly confused.

Rex pulled his goggles down over his eyes. "Because of these little hombres." Dull-grey liquid metal surged from his shoulders, wrapping around his arms as they swelled into trunk-like limbs with brick-shaped fists.

"Nanomachines," whispered Honey, simultaneously impressed and concerned.

"That's right," smiled Rex. "I'm Rex Salazar, the fourth Transcendent Technomorph, master of nanites and general butt-kicker, at your service."

"Tsk-tsk-tsk," scoffed Honey. "You're the one getting served today. Don't you know who I am?"

Rex frowned. "Uh, yeah, I just spent the last day chasing you down, and the last couple minutes talking to you. You're Honey Kisaragi, an android who really likes to hit people in the face."

"I'm a lot more than that, Rex," roared Honey, a manic grin spreading across her face. "Sometimes, I'm a bouncer; sometimes, I'm a dancer; and sometimes I'm a peeping tom! But my true identity is, HONEY FLASH!" she touched the heart-shaped pendant that hung on the choker around her neck, causing her clothes to explode once more. The flames settled down over a different girl than the one they had leapt out of, with glowing red eyes framed by a wild mess of equally-red hair, her dress replaced by a revealing black leotard. "Cutey Honey!" she continued. "The Crimson Warrior of Love!"

"I don't care who you think you are," grunted Rex. "If I don't bring you back, Tobio will never shut up. So you're coming with me whether you like it or not!"

"We'll see about that," giggled Honey, drawing her rapier from thin air and aiming its tip at the young man's neck. "Bailemos!"

Rex obliged, and fired his massive right arm forward. Honey leaned back, retaining her footing as the mechanical fist soared past her nose. She extended her sword forward, and flicked it past the boy's face. Rex winced, expecting physical injury, only to feel a sudden lightness as his goggles tumbled away from his eyes.

"Hey! Those were my favorite goggles!"

Honey twisted her way back up around his arm, performing a flourish with her Silver Fleurette.

"You're lucky I didn't slice off your favorite nose," she giggled.

Rex clenched his teeth and swung his other Smack Hand toward her, but Honey simply rolled her eyes, grabbed his head, and vaulted over the attack. She landed behind him, laughing aloud.

"What's the matter, Rex? You're slow- do you need a siesta?"

"I liked you better when you were blonde, chica," snarled Rex, his arms collapsing back to their normal size. "And that's saying something, 'cause I really dig redheads."

"I guarantee you'll loathe me by the time we're through," she snickered.

"You don't seem to want to change that opinion," he sighed, his arms changing once again. This time, they sharpened as they lengthened, turning into huge, bright-orange blades.

"Looks like someone's compensating for something!"

"Shut UP!" screamed Rex, swinging his left arm towards her. Honey cartwheeled backwards, the blade slicing only air. He lunged forward with his right arm, which scraped across the top rapier Honey had suddenly placed in its path.

"Parry," she beamed, running down the length of the massive sword, toward a very concerned-looking Rex. At the last moment, she tilted the blade's tip forward, raking a line across the boy's still-human upper arm. "And riposte!"

"Ay, basura!" howled Rex, deconstructing his right arm back into its human form to grab his fresh wound. This was Honey's opportunity to sweep his legs out from under him, causing him to tumble to the floor. She pinned him there with a high-heeled boot to the back.

"Well, Rex, it's been fun. I'll play with you some other time. But considering that it's been nearly seven minutes now, I should probably get going."

"Seven-ngh- minutes?"

"Okay, I'll make this quick since I'm on the clock," explained Honey, her face still bearing a cunning grin. "When you walked in, you walked into a trap. I was the bouncer. There's a hidden door behind the stage to the dressing rooms, where we are now. As soon as I convinced you to turn your back, I snuck back here to hide as the peeping tom and get the drop on you. When you opened that door over there, everybody in this dump bailed out, except one dancer who was nice enough to shut the door on your friend in the storage closet- what a sweet, old lady. They got out of here because I whipped up a makeshift bomb out of supplies I scavenged from the supply closet- and you'd be amazed the kind of things the janitor keeps in stock- and planted it on the propane tank out back before you even stepped in the front. It should be going off in about… ten seconds. So on that note, vaya con Dios," she chirped, and bolted out the door, scrambled down the hall, out the back door, patted the propane tank for doing such a good job, and ascended a nearby dusty hill to watch the massive explosion envelop the Luce Gentlemen's Club.

"That's a good, clean burn," she chuckled, before turning away to charge into the night once more.