A/N: This story was actually based on an adopted bunny from the TF bunny farm. The prompt was a quote to be used in the story and the rest was up to the author's imagination... this must say something about my imagination, then. O.o Anyway, the reason I say this now is because I actually wrote this chapter first, and here it is at the end.

12. City of Angels

Samuel James Witwicky's thighs ached from holding his hunkered-down position for too long. He shifted slightly—not nearly enough to ease his discomfort, but it made it slightly more bearable. He didn't dare move any further. The soldiers around him were silent, all coated in dust and grime, faces darkened by smoke. Their dirty camo blended with the ruined buildings surrounding them, as did Sam's. Someone coughed at the smoke and they all froze, straining their ears for any sound. Sam felt a droplet of sweat crawl down his temple, streaking the dirt.

After a minute or so, they all relaxed minimally. Sam stared at the scorched stone before his eyes, trying not to remember that he crouched in what had once been a thriving sports arena: the Coliseum, a place he had seen on T.V. when he or his dad watched college football, now mostly flattened. He and the soldiers crouched in the ruins of one of the outer walls.

Erratic footsteps made them all ready their weapons, but they paused at a low whistle. Someone returned it, and a moment later a camouflaged scout joined them. He was equally filthy and panting hard.

"It's set," he said. "No Decepticons on the scanners, Captain."

"That don't mean a thing," Captain Robert Epps answered darkly, looking up at the cloudy sky, lit red with the flames below. He turned to look at Sam. "We got a window. Let's move."

The med stood almost straight and darted out into the desolation that had once been Los Angeles. Skyscrapers were heaps of smoking rubble. Skeletons of buildings sprang out of the churned, dry dirt, no higher than one of perhaps two stories. Historical landmarks lay crumbled as far as the eye could see. Objects other than stone lay on the ground as well; Sam kept his eyes away. Dust and smoke were thick on the air, making the humans choke and wheeze as they stumbled from shelter to shelter. The heat was nigh unbearable. The very air pressed in on them, as well as the threat of imminent attack. A reddish haze covered everything.

The great city of Los Angeles had been among the first civilian targets. Cities around the world had been razed by the Decepticons, but for those the Autobots had managed to defend. Megatron kept his Seekers entertained by sending them to destroy as they pleased. Autobots with the power of flight had yet to arrive, leaving them at a disadvantage.

Seeing the devastation all around him reminded Sam of Tranquility's destruction. It had been a planned move, intended to destroy Sam from the inside. Only the quick actions of Bumblebee had saved him… but Tranquility and its inhabitants were gone. His parents, his home, Miles, Mikaela…


Sam had made it safely to Autobot Headquarters, the Allspark cradled in his arms, but Bumblebee had not. His loyal friend had covered his mad dash to shelter. Sam had looked back just in time to see Megatron rip out Bumblebee's Spark.

Sam blinked back tears, unable to rub his eyes with his dirt-covered hands. The Allspark was warm against his back, but he ignored it.

You couldn't save Bee. Not even one 'bot. What good are you, then? he asked it silently.

They paused for a water break, pulling half-empty flasks from the pouches on their legs and drinking gratefully but sparingly. None of them were certain when they would next find safe water.

As they rested, a tingle went through Sam, originating from the reinforced backpack he wore. He froze, looking around. "Something's coming."

At those words, the soldiers formed a perimeter around Sam and the precious artifact he carried, raising their weapons—all loaded with miniature sabot rounds—and searching for the enemy. Gradually, a low whine reached their ears, confirming their worst fears.

"Seeker," someone whispered. It was too late to hide; though the sound was faint, it traveled far in the wake of the supersonic jets adopted by the Seekers. Their as-yet-invisible opponent was already on top of them, zeroing in on the Allspark's energy despite the specially-designed backpack Sam carried it in. Sam found himself praying under his breath to any god that was listening.

"Let it be human… please, let it be human…"

The F-22 broke through the blood-red clouds and passed over them, followed seconds later by an unearthly screech. Sam felt the blood drain from his face and his skin crawled. One less-experienced soldier gasped, "My God…"

As the jet slowed and banked for an attack run, Epps shouted his orders. "Find cover—any cover! Protect the Allspark at all costs!"

Sam darted to shelter in the husk of a burned-out building and dove to lie with his arms over his head as the Seeker released a volley of missiles. Explosions shook the ground and men screamed. The readout on Sam's watch went dead and he swallowed, mouth dry. "Oh, God, no."

Pained cries motivated him to lift himself off the ground, reaching for a fallen rifle. Starscream streaked past overhead, pulse blasts from his cannons sending shrapnel, dust, and bodies flying. He came around and transformed just before landing, his alien mockery of a birdlike shape clawing its way out of Sam's darkest nightmares. This was the monster that had unleashed its fury on Tranquility, swallowing his school, his house, his friends in blazing hellfire on the orders of both Megatron and his own sadistic whims.

Starscream's heavy fire forced the soldiers to take cover or perish. His optics sought Sam, pinning him in a deadly alien glare.

"The Allspark, fleshling!" he hissed in English, his rasping voice making Sam shudder. "Give it to me, and I may spare your puny squishy friends."

He fired and an explosion blossomed to Sam's right, rocking the ground and making the young man stumble. Sam darted to new cover, but Starscream's optics tracked him easily. "I am not a patient mech, fleshy. The Allspark, now, and you will live."

I'd rather die, Sam thought bitterly, but rather than saying so, he brought up the rifle and fired. He hadn't actually expected to hit Starscream, but the Seeker reared back with a growing hole in his wing. The acrid smell of melted Cybertronian armor burned in Sam's nostrils.

"Take this message to Megatron," he called. "It's never a good idea to put someone in a position where they have nothing left to lose. There's a certain agonizing freedom and power that comes from that. I may be a weak, puny organic, but I swear by all that you took from me that I will utterly destroy you."

"You'll pay for this, fleshling," Starscream snarled, transforming and managing a wobbly takeoff. They fired after him as he retreated, but even with an injured wing, he vanished in seconds.

"Way to send the f—er packing," Epps congratulated, wiping sweat from his face with a mud-caked sleeve. The other survivors regrouped. "I'd hate to be him when he gotta tell old Megs your message."

Sam sighed and reached back just to reassure himself that the Allspark was still there. It was warm against his back.

Is this thing really worth the price we're paying?

"Let's get out of here," he said wearily. "Before more of them show up."

The momentary feeling of power he'd had when he shot Starscream had faded somewhat, but enough remained to make his blood boil as he looked out at the ruins of L.A.

And I'll make good on that promise, Megatron.