Disclaimer: The Transformers and all related material belong to Hasbro, concept originally created and licensed through Takara Co. LTD. Please don't sue... The author is little more than a very broke fan.

Author Note: I decided to dedicate a bit of fic to Tracks, since I feel he's such a great character and deserves a bit more attention than he actually gets. This is also my first real attempt at Transformers fan fiction, so please keep that in mind as you read and if you'd like to leave feedback in the form of concrit, please feel free. As for the setting, the story takes place in the year 2005 in Autobot City. Further explanation as to where I got the basic idea for this story at the end. Enjoy.

Still Standing

"A little higher. More to the right. No, no! My right! Tracks, be careful with that!"

The predominately blue Autobot huffed indignantly as he and Sideswipe held either end of a broken down recharger unit, the pair attempting to lift the heavy device onto a hover transport near the front medical bay. Directing them from a position nearby was the ever anal Red Alert, both hands in the air, palms up as he motioned for them to ease the recharger into place.

"I don't see why we have to be so careful with a broken piece of machinery," Tracks commented as he let go and stepped back. "It will probably end up as recycled scrap, anyway!"

"Not if Wheeljack can manage to scavenge parts from it for the other rechargers," Red Alert explained, expression and tone betraying his exasperation. "Honesty, if you were as careful with everything else as you are with your own paint job!"

"Easy there, Red. I'm sure a few bumps aren't going to mess up this hunk of junk much more. After all, it did short out pretty bad on its own," Sideswipe cut in with a lopsided smile, trying to ease the tension between his companions.

But the Security Director would not be so easily calmed. "Still, we're behind schedule. We should have gotten to Wheeljack's lab ten minutes ago!"

"Oh, why don't you listen to Sideswipe and calm down before YOU blow a fuse?" Tracks retorted in marginal disgust. "Old Wheeljack isn't wound nearly as tightly as you are, anyway."

Red frowned in disapproval, a sure sign that one of his lectures was forthcoming. "I keep warning the lot of you about your lack of responsibility, but you never listen. One of these days, it will end up costing you severely, I just know it! And don't give me those looks, the two of you. I'm well aware of the fact that some of you think I'm just paranoid, but I know better. I wouldn't be in the position I'm in now if I didn't-"

The red and white Autobot ceased his ranting suddenly, the two projections on his head flaring to life with an electric blue aura. A half panicked look overtook his expression, one hand immediately going for his firearm. "Decepticons! We're under attack!"

The other two had their weapons at the ready in a split second, blue optics scanning the sky overhead for signs of movement, but hardly so much as a bird passed them by. Instead, they turned attention to the grounds around them, but the metal plated "street" both ahead and behind them remained empty, save for the occasional passing Autobot sentry.

"I think you've finally blown that fuse," Tracks commented in annoyance as he levelled his gaze with Red Alert. "There's not a single Decepticon in sigh-"

Laser fire suddenly rained down around them, the shots hammering the street around the three in rapid succession. In seconds, the transport and damaged recharger were blown to bits, shrapnel flying in every direction, the fiery blast taking the Autobots clean off their feet. Admist the smoke and confusion, a few of the Decepticon Seekers - Dire, Ramjet and Thrust - touched down and advanced without hesitation, weapons blazing. Realizing the enemy had the advantage, Tracks rolled away from the burning wreckage and gained his feet as quickly as possible, struggling to make his way through the haze despite the half dozen metal shards embedded in his chassis, arms and legs. Red Alert and Sideswipe were nowhere in sight.

"Think you can run from us, Autobrats?" a harsh voice, most likely Dirges, called out from the other side of the destroyed transport. "There's no escape from us!"

Tracks debated firing a few shots back over one shoulder now that he knew where the arrogant Decepticon stood, but outnumbered and wounded, he knew he wouldn't stand a chance. And what had become of his fellow Autobots? Stumbling further into the city, he attempted to keep the billows of black smoke between himself and his foes. It was then a roar split the air and Ramjet shot towards him from behind, but before the Seeker could collide with his target, a red blur leapt down from one of the overhangs and landed squarely on the jet's back.

"Let's see how you like gettin' stomped on from above! YEEHAAAAAAAW!"

Sideswipe, both hands gripping the Seeker's tail fins, forced Ramjet to angle away from Tracks and head skyward, instead. The Decepticon unleashed a string of profanity as the two of them rocketed off, twisting and tumbling dangerously through the air, now alight with laser fire from both above and below. Tracks managed a slight grin as he watched his comrade inflict his favorite martial art, "Jet Judo", on the confused Ramjet, but the victorious moment was cut short as both Dirge and Thrust transformed and attacked. Despite the pain involved, the Autobot immediately converted to his Stingray Corvette mode and sped off, tires squealing as he risked running towards both jets and sliding under and past them. Above, the pair swung wide and circled back, intent on destroying their injured adversary.

The seriousness of the situation was far from lost on the Autobot as he sped down the street, barely avoiding Thrust's missiles as they spiraled down and crashed into a near sidewall, more flames and smoke leaping up as metal groaned and gave away. All around him, the entire city was in turmoil, Decepticons easily picking off the inhabitants as they fled the falling buildings. Beneath Tracks' tires, the street trembled from near explosions. How had they been so ill prepared for such an attack and where had the Decepticons come from? Surely the early warning systems...?

The very thought reminded him that Red Alert had not yet been accounted for and given the destruction around him, that was cause for worry. Dirge let his missiles fly and Tracks responded by applying his brakes as quickly and harshly as possible, the two projectiles barely missing him and slamming into a building down the way. The sudden stop threw the Autobot forward, allowing him to transform in midair and skid to a halt on his feet, one knee dipping to the ground for balance as pain lanced through his circuit relays. Tracks raised his Black Light Beam Gun and opened fire, aiming for the Seekers' nose-cones and cockpits as they dove in after him. An instant later, both Decepticons were spinning wildly out of control, unable to see for all the darkness clouding their visual receptors. Not waiting around to see if they went down completely or not, Tracks leapt back into vehicle mode and tore out, speeding back towards the burning transport and attempting to hail Red Alert over the radio as he did so. Yet, no response came.

Mere seconds after reaching the scorched grounds where the hover vehicle still smoked, Tracks realized the Seekers were on the rebound once more, the sound of Dirge's thrusters screaming behind him causing ill vibrations to resonate through the air. Tracks whirled and, sighting a decent sized hole in the side of a building down the way, dashed towards it, praying to Primus that his car mode was low enough to make it through without tearing his cab portion clean off. The father of all Transformers be merciful, he slid inside moments before both Decepticons whipped by, apparently missing his hiding place completely. Reverting to robot mode, Tracks leaned against a half broken down wall, breathing a synthesized sigh of relief. As he reached to his chest to pry a bit of metal free, he winced and instantly thought of how horrible he must look at the moment, but the notion evaporated as his optics met with a terrible sight not far from where he stood.

Red Alert lay in a pile of debris in robot mode, blue fluids pooling beneath him and soaking into the dust.

"By Cybertron! Red!" Tracks pushed himself away from the wall and moved to his fellow Autobot's side with as much speed as he could muster, despair overcoming him as the extent of the damage became clear. Far more shrapnel protruded from the Security Director's body, a portion of his chest ripped away to expose a mess of shredded wires beneath. On his right side, spark spitting wires lay exposed where his arm had been severed just above the elbow joint. Getting one arm behind the prone form's head and shoulders, Tracks managed to shift his companion into more of a sitting position. "Red Alert! Can you hear me? RED!"

Optics flickering dully, Red Alert turned his head in an attempt to focus his attention on Tracks. His voice issued forth with a bit of static as his vocal synthesizer struggled to remain online. "Tracks... Thank Primus...you're...you're alright..."

"Hang in there, buddy, and I'll radio Wheeljack for help," Tracks replied. "If you can just last long enough for the shuttle to land, he and Ratchet can get together and get you back on your feet."

Slowly, the wounded Autobot shook his head, small blue sparks leaping from his sensors. "Tried already... No answer from Wheeljack."

"Then we'll find Ratchet and-"

"N-No. Received...message from...Kup... Shuttle hijacked by...by Megatron... 'S how they got in..."

A cold feeling welled up inside Tracks, his optics widening in horror as realization him. "You can't mean...? The shuttle? Everyone inside?"

Red Alert managed a pained nodded, his body shuddering as something within him shorted out, a thin trickle of blue liquid spilling from the corner of his mouth. "Be...joining them...soon... Too much...d-damage..."

Tracks steadied the dying Autobot, fighting his own urge to curse Megatron and every other Decepticon for the lives they'd stole away. Red Alert had never been a particularly good friend of his; the Security Director often irritated everyone with his constant paranoia and speeches about remaining aware of one's surroundings, but he was an Autobot and a living being...now a dying one. Through the years, all the Autobots had supported one another to the best of their abilities, living and fighting as a team. For all their efforts, so few had ever perished. But now? The Decepticons, having the advantage of more firepower, had changed all that in course of one fateful shuttle take over. Had everyone on board died? Did Wheeljack's lack of response mean that he too had left the mortal coil? And who else in the city now lay lifeless because of Megatron? Tracks found himself shaking not only with rage, but with great sadness as he watched Red Alert slipping away.

"Red...you can't!" he pleaded, voice wavering. "If you can just hold on a little longer, I'll find out what happened to Wheeljack! Or I'll locate Grapple and Hoist! Surely they can save you!"

But it seemed the other wasn't really listening, his dim optics focused on something beyond the panicked Tracks as the sensors on his head flared up from malfunction. "Sorry about...all those times... Thought...thought I would always be r-ready...b-but I was-wasn't... Let you all...down..."

"No...no, Red," Tracks assured him, his shaking free hand coming to rest on the other's chest. "You didn't. We should have listened, but... I'm so sorry, Red. I can't help you here, now...I don't have the skills or the tools or-"

"N-no one...c-can...help n-now..."

"Red..."

Forcing a small smile, Red Alert unsteadily brought his remaining hand up and placed it over that of Tracks. As he spoke, his synthesizer began to fade completely, his words half slurred and broken up. "Th-thank y-y-you for...b-b-being here...with...m-meeee... S-sometimes worried wh-what...others...th-thought... If-if-if th-they c-cared at all-all..."

Tracks took Red's hand into his, watching helplessly as his companion faded, the light in his optics dying out into darkness. "We all cared, Red... We'll all miss you..."

"G-g-good-b-bye...T-Traaaaacks..."

For one fleeting moment, a look free from pain crossed Red Alert's face, his smile genuine. Then, as a final electrical short claimed him, one sensor on his head completely blowing out with a low, sad whine, the Autobot fell limp in Tracks' grip. Gently, Tracks rested Red's hand on his chest, his own hands still trembling as he let go and stood up. Outside, missiles whistled through the air and somewhere, a doomed Transformer screamed moments before another building collapsed. The battle was still on going, but for a few brief minutes, Tracks stood apart from it all as he gazed down at the still form of his companion.

It was then he noticed his slightly burred reflection in the pool of fluids seeping from Red Alert, a series of ripples gliding over the surface and distorting his image with each new explosion in the city. Tracks noted his damages, that his paint was scorched and chipped, that shrapnel had taken him in several places, that one of his cab windows had been shattered somewhere along the way. He had started to wonder what he looked like when he'd first escaped the Seekers, ever conscious about his appearance, but what did it all matter, now? The war had never been so serious and every moment gone could very well be one step closer to death. In truth, a part of Tracks always wondered how shallow he seemed to the rest, but in Red's final moments, had that mattered, either?

Drawing his Black Light gun, Tracks turned to leave, pausing only once to look back before heading out into the fray once more. "You were always right to be so serious about danger, my friend. We were the ones who were wrong and...while I can't change overnight for the better...I promise I won't let you down, Red. Rest in peace and tell the others not to expect me home too soon. ...I'm still standing and I've got a little work left to do, here."

Ducking through the opening, Tracks joined the battle once again.

Closing Notes: IMDB(dot)com contains a listing under their Transformers: The Movie directory of trivia and rumors, one of which is a bit about a scene early on in the city (scripted, but never animated) where Ultra Magnus, Red Alert, Tracks and Sideswipe are fighting off Decepticon invaders and, as a result, Red Alert takes a fatal shot to the chest. That bit pretty much dictated the basic idea behind this fic, although I omitted Ultra Magnus. Part of me would like to continue this into a second chapter, although if I do the story will probably continue to follow Tracks and possibly include Blaster, Hound, Sideswipe and Sunstreaker. At the moment, I'm a little hesitant, since the story would probably head further down the morbid path it's already on, but I guess we'll see...