"Decepticons!!!!" Megatron's shrill bellow for help reverberated through the forest. The air was filled with the splintering of trees as Optimus wrenched a massive oak and hurled it at his brother. The ground beneath Sam's feet shuddered, as he was showered with the splinters and debris that kept falling around him.

Megatron's order was not ignored. Sam's gut clenched when he saw the two Decepticons suddenly dropped to the earth, trees buckling into shards from their wings. He heard the horrible sound of metal shifting to appendages, and could only watch, dumb-struck as one of them hissed out "Here, boy…"

It was so casual and cruel the way Starscream purred out the mocking invocation as he carelessly ripped the trees out of his way. Sam swallowed hard, felt the terror slither down to his guts and grow fire as it spread to his quaking legs. When Starscream fixed that baleful glare at him, he bolted like a rabbit through the undergrowth. He heard the thundering sound of pursuit; Starscream's stride easily outpacing his own as he twisted back into the thicker growth of trees in a blind panic. He heard the sickening clang of metal. Optimus roared as he hurled himself between them, wrapped an arm around Starscream, and flung him back to the dirt. Optimus did not stop, or even slow as he collided with his second attacker and sent him flying. Sam watched in horror as the two collided with Optimus again, and watched with disbelief at the ferocious ease that Optimus had broken at least one of them.

Megatron had taken refuge in the safe distance between him and his crumbling little armada. Sam shuddered when he heard the Decepticon's futile attempt at reason with the enraged Autobot.

"There is a source of energon hidden on this planet. The boy can lead us to it." Sam cowered behind the log, shuddering at the possibility that Optimus might see the merit of leaving him at the mercy of Megatron. Optimus did not even pause as he threw the battered body of Starscream into the trees.

Sam peeked out from the log, quivering in the agonized waiting. If Prime handed him over…..

There was nothing that he could do to scream out the warming. There was nothing he could do to stop the cowardly betrayal of Megatron's crushing blow to Optimus's face. The reverberation from the blow shuddered through the air, roared out with Sam's shriek of Optimus' name, and ended with the long, dredging groan of pain. Optimus took the brutal blow full force to the side of his face, his mouth guard shattering, his nose crushed and one optic wilting as he spun from the hit and nearly toppled. Sam watched as he lurched to his knees, hunched over from the sudden agony of the wounds, and rose under the onslaught. Megatron's soldiers cheerfully went about their laborious attempt to dismantle the sole Autobot, savage and brittle as hyenas bringing down the dying animal. Sam cringed when one of them fired a direct hit to Optimus' mid section. Optimus curled inward from the shot, but raised again, blades edged in flame and ready to kill.

There was no time. Optimus felt the icy burn of Megatron's missile as it sliced through his protective chest place and almost tore him asunder. He saw the bright flare of sparks dancing over his exposed neural sensors. He was tossed skyward, the numbing, floating sensation disorienting as he plummeted back to the ground. The force of the blow sent him tumbling into a dead roll as he finally halted. He only felt the blinding pain and tasted the dirt in his mandibles. He spat it out, as he heard Megatron's smug chuckle behind him, the shadow falling over him.

Sam gasped. His eyes were huge and stricken as he stared at Optimus, helpless and horrified and human. Optimus locked eyes with him.

I will keep you safe, Sam.

It was not a thought he could voice without giving Sam's location away. The boy sucked in a sudden breath, eyes darting upward as he scrambled back behind the log.

"Is our species not worth a single human life?" Megatron's tone was eerily reasonable as he casually lumbered over to the fallen Autobot. Optimus heard Sam's shrill pleading, stammered out in terror.

"Get up…Optimus…Get up!" The panicked squeal resonated. Optimus slowly lurched to his feet, head bowed, and his trembling supports nearing collapse as he rose.

"You'll never stop at one." Sam shuddered at Optimus's feral snarl. Optimus suddenly whirled around, his blades arching and glowing in rage. His blades seemed to be bathed in the flames of hell as he summoned them.

"I'll take you all on!" It was a hideous promise, brutally fulfilled as Optimus hurled himself back into the tangled line of Decepticons and started hacking them to pieces with an almost pathological perfection. The wings of one were flung back to earth as the dismembered metal corpse was savagely torn apart. Sam could only watch the chaotic whirlwind of blue and red continue its destruction as Optimus thrust his blades into them, again, and again, and again. It happened so fast that Sam could not even find time to scream.

Optimus hooked his blades onto the facial sensors of one of them, and ripped it in half; left him gutted and didn't even pause to watch him fall. Enraged, he fell like a storm over the next one, slicing through his mid section, and tore him apart. The sound of metal fragmenting under metal, the bellows of rage, and the sickening brutality of Optimus as he continued the slaughter….Sam was numb, and mercifully detached from the horror of the whole thing.

"Sam! Where are you?" The bodies had fallen, the onslaught abruptly halted as Optimus frantically pivoted, the agonized query ringing out over the sudden silence.

It was the distraction that Megatron had been gleefully waiting for. Optimus darted around, the anguish nearly breaking him when Sam did not appear or reply.

The attack from behind was so brutal, and unexpected that Optimus had no time to react. Megatron latched the parasitic grip over Optimus' shoulder, slammed himself into the Autobot and nearly turned Optimus to face him.

It was as sudden as it was brutal. Time, like the death blow, had severed his thoughts into vicious moments, blurred by the dying. Megatron's brittle chuckle fragmented like glass over his faltering awareness. The slide of metal against metal. Agony, searing agony. The stench of his energon and inner workings literally roasting as Megatron thrust the burning blade through his gut. Optimus saw the golden edge of it burst through his mid-section, jutting proudly as Megatron twisted it in savage glee.

Optimus recoiled backwards as the blade continued its arch skyward, felt his feet leaving the ground as Megatron impaled and lifted him upward. Optimus groped uselessly at the thing in his chest, clawing at it, trying and failing to free himself.

"You're so weak." It was a smug, languid purr.

"No….." Megatron smirked at Optimus' soft, agonized groan. It was little more than a choked breath, now.

Optimus felt the round barrel of Megatron's weapon trailing casually, and halting at the stab wound. He heard the last snatch of the chuckle as Megatron fired.

Optimus felt his guts being ripped out from the force of the blast, the inferno of sparks flying skyward and falling down, the sudden hiss of wind through the gaping hole. He heard the sharp, slow grind of metal against metal as Megatron drew the blade from his gut. Without the blade to pin him upright, Optimus finally plummeted.

Wounded, bleeding, and dying. Those were the actions of the sentient beings he swore to protect. Those were the things of the earth, the actions of the dying, and those who had flesh. And yet, when he finally realized that he was dying, it was far too late to ponder the fear that humans had of their own endings. There just wasn't time, now. The frantic, constricting sensations registering pain and multiple system failures pulsed down his neural pathways, the agony searing upward and through him, as his sensors twanged and his breath spilled through his vents.

He fell to the earth, felt it crumble beneath him as he was splayed out and defenseless from the onslaught of so many attacks. Somewhere inside, his automatic power system's squealed, and roared to life, and faltered as the energon leaked out from so many deep wounds. He felt the mechanisms inside grind against themselves as the precious elixir continued to dribble down, and the gears screamed against each other. It was agonizing.

Sam felt the ground beneath his feet ripple when the giant fell to the ground, slowly toppling after a valiant and failing fight to stay standing. Sam watched in horror as Optimus swayed in surrender, the hot energon raining down on the trees as the robot plummeted. Optimus slammed into the earth on his side, his crumbled face shield gone, and his exposed mouth hideously naked and scarred. The world blurred as his failing neural stabilizers continued to pump the last reserves of his energon to all his dying systems. The various alarms of catastrophic system wide damage were firing their warnings; the last of the energon was being aligned to his spark. The sensors along his limbs flared a last registration of his injuries and went offline.

Through the roar of torpor, and the last bit of light, Optimus saw Sam, his eyes huge with loss, and disbelief, not even bother to glance at the sky, or for an enemy.

"Optimus! Get up! Get UP!!!!" The shrill cry tore the air between them, as Optimus heaved out his last breath. Through the haze of the falling torpor, Optimus fought against the encroaching dark, the warning finally choked out. "Run, Sam…runs…"

Sam heard the dying whine of the failing mechanical system. Optimus' face spasmed in anguish, as Sam crumbled into shocked grief. Silently, Optimus wilted into death, his head falling into the dirt, as he was still and silent.