Italics = thoughts or dreams/memories

The world of Transformers and the characters don't belong to me, but their original creators.

"Get inside! Let's go!" Will Lennox waved the incoming Autobots into the gates of NEST's base. "Go go go go!"

"Lennox!" Sam Witwicky ran up to the soldier, panic written all over his face. "We got Decepticons everywhere!"

Lennox held up his hands in a calming motion. "I got my whole team deployed lookin' for 'em." He looked over to the black Topkick positioned close by. "Ironhide!" The mech transformed instantly at Will's call. "Protect Sentinel – get him locked up inside!"

"Consider it done!" The warrior turned towards Will in acknowledgement of his orders.

"You gotta guard him 'cause he's the key to the whole thing." Sam said anxiously.

"Indeed I am." Sentinel transformed from his alt mode, rising to his full height. "What you must realize, my Autobot brothers, is we were never going to win the war."

Will frowned as he listened to Sentinel's words. Something was wrong with this situation. There was something in Sentinel's tone that began to set off alarms in the back of his mind.

Sentinel continued speaking. "For the sake of our planet's survival, a deal had to be made…with Megatron." With those final two words, Sentinel turned to face his listeners and shot Ironhide in the back where he had been standing, half-turned away from Sentinel to look for any approaching threat. The black mech fell to the ground as Sentinel shot him a second time.

"Get back!" Will yelled as several NEST members began to move forward, his eyes on Ironhide as he attempted to drag himself away.

Ironhide tried to force himself to move, his whole frame trembling with pain. "What have you done?" he gasped, somehow managing to roll over to look up at his betrayer, raising a hand to see it disintegrating into rusted flakes.

Sentinel ignored the question. "I hereby discharge you from duty." Sentinel raised his weapon and fired into Ironhide's chest, the force of the blast knocking nearby humans and 'Bots to the ground.

Will scrambled to his feet, grabbing the Witwicky boy as he screamed for his guardian. "Get back!" Will yelled again, ignoring everything within him that told him to rush in and save his comrade.

Sentinel and Bumblebee began to fire at each other, with the yellow scout dodging and spinning out of Sentinel's reach and finally flipping over a nearby fence to escape.

Sentinel turned his weapon on fleeing NEST members as Will dragged Sam away from the scene, running around a corner of the building, and hearing explosions begin as Sentinel began to destroy the NEST headquarters.

Will turned to a soldier crouched nearby. "Rally all NEST forces back to the base!" The man nodded in understanding and took off to follow his orders.

Gritting his teeth, Will dragged Sam after him as he made for the inside of NEST. "Come on!"

As they fled, Sentinel transformed and drove down a ramp into the deeper part of NEST, leaving the area empty as Ironhide finally succumbed to his injuries, his frame crumbling into nothing but a pile of rusted scrap.

Will Lennox jerked upright against the wall he had been slumped against, his finger automatically tightening on the trigger of the rifle clutched in his hands. When deadly bullets failed to burst from the mouth of the weapon, his sleep fogged mind slowly began to remind him where he was. Chicago. The pillars. Cybertron appearing in the sky. Both Sentinel and Megatron lying in pieces at Optimus' feet. Damn.

Will rubbed a hand across his face, grimacing at the feel of dirt and sweat plastered across his skin. He glanced down at his weapon, thankful that he had had the safety on, otherwise the building across the street would now have more holes in it than it already did. Slowly, he pushed himself off the ground, brushing away the rubble that had attached itself to his clothing. He must have fallen asleep…how long had it been since he had last slept? Two days? Maybe three? He couldn't remember. He supposed at some point his body had gotten tired of running on adrenaline and just shut down – he certainly didn't remember using the crumbling building as a rest stop. A glance at his watch showed that he couldn't have been out for more than two hours – an encouraging fact. No one would have sent out search parties for him yet; everyone would just assume he had been working on something elsewhere in the city, and there was certainly enough to do to warrant that assumption.

He knew that he should rejoin the rest of NEST and the many reinforcements that had swarmed Chicago since the enemy had been neutralized, but the lingering pricks of the memories that had assaulted his dreams and the work that still awaited him made him want to down a tranquilizer or two and disappear from everyone's sight for a while. He'd just about had enough of being approached for every small need that arose after the catastrophe. Since he had been one of the leaders in defeating the Decepticons, most of Chicago's civilians and the soldiers under him automatically looked to him to take care of things. Under different circumstances, he would've considered their trust to be a compliment on his leadership abilities, but after everything he'd been through recently, he was just so slagging tired.

As Will picked his way through Chicago's half-ruined streets, he forced his frustration and exhaustion back into a corner of his carefully focused, soldier-trained mind. As civilians approached him for help with finding shelter, medical care, and basic supplies, he directed them toward the nearest hastily constructed emergency relief station, courtesy of the Red Cross. He stopped to check on the teams of rescuers digging their way through the crumbled buildings, not letting the sight of the broken bodies they found nauseate him. He nodded in greeting at the groups of soldiers and Autobots combing darkened buildings and streets for traces of Decepticon activity. He kept walking, talking, and thinking in a composed manner, appearing as if he dealt with catastrophes like this every day.

After what seemed to be days, but was really only a few hours, Will finally made his way back to the few empty warehouses that now served as NEST's temporary base. A few NEST soldiers mingled with an Autobot or two, along with fresh troops who had arrived once the city was cleared, and a handful of civilians coming and going, asking for help or information. Most of NEST, both human and Autobot, were currently scattered throughout the city, helping the survivors any way they could.

Will couldn't help but be impressed and humbled by his Autobot companions. Despite their injuries and loss of several comrades, the Autobots pitched in to do whatever they could to help their human allies, even if it meant putting off tending to themselves. Personally, Will couldn't say he was one hundred percent sure that he'd have done the same in their place. Just a few days before, the human population had demanded that the Autobots leave Earth despite everything they had already done for the humans. Nonetheless, the Autobots volunteered their services instantly to help the same people who had turned their backs on them when for once they were the ones who needed support. Will hoped humanity was properly humbled by the Autobots' sacrifices.

Sacrifices. Too many sacrifices. The remnants of the dream…memories…stung him again, but he was too much of a soldier to let his pain destroy his focus on his duties. It was the same focus that had gotten him through the streets of Chicago as he watched his fellow soldiers and friends be slaughtered by the Decepticons. The same focus that had allowed him to stay calm as he flew towards the city, watching as aircrafts full of NEST members were shot down around him, the soldiers dead before they even had a chance to fight back. The focus that allowed him to organize his men as Sentinel Prime destroyed everything around them. To keep control of himself, putting aside the image of his friend rusting away before his eyes. To put aside Ironhide's gasps of pain as he struggled to rise from the ground to protect each member of NEST. To protect Will.

Will wasn't surprised by the dream. He was only surprised that the memories hadn't found him sooner. It wasn't as though he hadn't lost friends in battle before. He could think of several times where he'd had to continue with his duties, setting aside the grief and anger that came with such a loss. One would think that he'd be used to it. But something like that didn't get any easier to deal with, no matter how many times it happened. He knew from experience that a person's mind can only push aside pain for so long, and a mind that has been assaulted with stress and sorrow and been housed in an exhausted body has even less resistance than normal. He had known from the instant that he had walked away from the remains of his friend that this moment would come…although he had hoped that he would never have to face it.

But thankfully, a distraction in the form of Epps approached him as he entered the temporary base, promising a few more moments of relief.

"Lennox," his friend greeted him. "Listen, we've got reports of some 'Con activity on the other side of the city. Sideswipe and Dino are gathering a team to investigate, but we need a few more NEST guys. Can you grab a few people and meet us in three?"

Will nodded despite his exhaustion, glad for an excuse to keep his mind busy. "What've we got?"

"At least one confirmed target, maybe two. Intelligence wasn't too clear on the facts – their only source is some security feed from one of the nearby buildings."

"All right. Give me a second and I'll join you."

Glancing around the camp to see who was still available, Will grabbed three other men from NEST and led them to join the small gathering at the edge of camp. Epps had snagged another two men from the team he had led into the city, making their group a grand total of seven humans and two Autobots.

Will fell naturally into the role of leader as he joined the group. Unsurprisingly, his NEST teammates looked to him to lead, and the two Autobots followed suit, politely placing themselves under his command.

"Sir? What's our plan of attack?" one of the men asked.

Will began to run scenarios through his mind, turning his focus completely to the battle ahead. "The Autobots will engage the enemy. The rest of us will stay back, out of their way and fire on the Decepticons. With luck, we'll be enough of a distraction that the 'Cons won't be able to fully focus on the fight, giving them a disadvantage in battle." Will began to check the ammo in his weapon, still giving out orders. "We've got word that we may have two Decepticons in the area, so I want Sideswipe to take one and Ironhide to take the other. Dino, you'll provide additional help wherever you feel you can do the most good. Epps…" Will paused as he realized that each team member was looking at him strangely. He looked around in confusion, mentally reviewing the orders he had just given. Had he said something wrong?

Will froze as he realized what he had just said. He'd just commanded three Autobots instead of just the two standing before him. Several of his men shifted uneasily, dropping their gazes in embarrassment. Dino and Sideswipe exchanged glances, their tense stances telling Will that they hadn't missed his mistake.

Epps glanced around at the assembled group, then back at his friend. "You were saying?" he prompted. "What else do you want us to do?"

Will snapped out of his frozen daze and allowed the rest of his battle plan to reenter his thoughts. "I want three of you to follow Epps. Epps, your group will provide as much help for Sideswipe as you can. The rest of you will follow me. We'll cover Dino." He met the gaze of each soldier present. "Let's move!"

That was stupid. Will berated himself as the group made their way through the city. Stupid, stupid, stupid. He'd gone for so long without making a single slip, never once losing focus or forgetting that his friend was no longer there. He'd just had to go and make such a stupid mistake in front of his men. There was no room for such mistakes at this moment. But…it was just that Ironhide had always been there… Will shook off his frustration and resurging pain and concentrated on the battle ahead. He couldn't let himself be distracted.

As they neared the area of the last sighting, the men began to creep around buildings and slide behind various obstacles, keeping their eyes open for any sign of movement. The two Autobots scanned the vicinity, ready to alert their human teammates at the first indication of a Decepticon presence.

Dino was the first to freeze, motioning for the rest of the team to hold still. Will knelt behind a large dumpster that had been thrown into the street, adjusting his grip on his weapon. His entire focus was on Dino and Sideswipe, who were in the best position to see what was going on, anticipating their signal to attack.

No signal was needed when a black armored Decepticon burst through the wall of a building to the group's left, nearly plowing into Sideswipe. Everyone seemed to move at once, both Autobots moving to either side of the target, while Will and the rest of NEST formed a semi-circle a few hundred feet back from where the two Autobots were fighting, hiding behind any cover they could find and firing dozens rounds into the enemy.

Their careful arrangement was disrupted when a second Decepticon burst through the same hole that the first had created, this time heading straight for Will's team. Their second opponent was much smaller, only about the size of Mudflap or Skids, but it was fast.

"Move!" Will yelled as the smaller 'Con darted around to where several of his team had been hiding. The soldiers scrambled to get out of the way of the enemy's constant fire, dodging their still-battling Autobot allies, neither of whom was able to break away from their current fight to engage the second Decepticon.

Will lodged himself in a doorway, ducking out of sight as the Decepticon sent of a volley of shots in his direction. The instant the Decepticon turned away from his hiding place, he exposed himself, firing towards his target and noting with satisfaction that most of his rounds hit their mark.

Across the street, Epps and another soldier managed to fire steadily into the enemy's knee joint as the small charcoal mech turned its red optics back towards Will. The Decepticon stumbled as the soldiers' steady fire took effect, giving the rest of the squad the opportunity they needed to open fire on the enemy.

The Decepticon fell into the street, its optics going dim. Out of the corner of his eye, Will saw Dino knock his opponent to the ground as Sideswipe proceeded to shove one of his blades into the enemy's spark.

Will and the rest of his team slowly emerged from their hiding places, watching for any sign of another attack.

"Is everyone alright?" Will yelled, doing a mental head count of his teammates.

"Sir! Over here!" Will rushed over to where one of the NEST soldiers was kneeling besides another comrade whose right leg was covered in blood.

"We need to get him back to camp." Will said decisively. "Dino, can you transport him?" As the Autobot nodded and transformed, Will turned to another of his men. "Carlson, you go with him. Make sure he doesn't go into shock."

Will and Carlson helped place the wounded man inside the red Ferrari, who sped off the instant his two passengers were in place.

"Alright everyone, back to base." Will glanced around at his men. "Good job, team. That's two more Decepticons we won't have to worry about."

The trip back to their temporary base was full of the usual relieved banter that filled the silence after a hard-won battle. Will was content to listen to his men talk amongst themselves, shaking his head as he listened to Epps and Sideswipe go at each other with lighthearted teasing and insults, much to his amusement.

The adrenaline and focus brought on by the battle faded as he reached camp. The sun was edging down towards the horizon, and he was more than ready to try to get some sleep.

"Hey, you alright man?" Will jumped slightly as Epps clapped a hand on his shoulder. "Back there before the fight…"

"It's nothing." Will answered. "Just wasn't thinking clearly."

Epps continued to look concerned, but wisely didn't push the matter.

Will separated himself from the group without another word. Despite his reassurances, he wasn't at all sure that he was ok, but if he allowed himself to think about it now, he doubted that he would be able to continue to hold himself together.

Instead, he found ways to keep himself busy, deciding to forgo sleep for as long as he could. Another hour and a half of checking his equipment, checking in with the rest of the men in the base, and making sure the camp was properly secured followed, and by the time he was done, Will was barely on his feet.

As he collapsed into his sleeping bag, he sent up a quick prayer that tonight he would be able to rest.

Will watched in horror as Sentinel Prime swept through NEST, destroying equipment and soldiers alike without a second thought.

He grabbed the arm of Charlotte Mearing, who looked as though she was going to rip Sentinel to shreds herself. Will would have gladly joined her if he'd thought they could have won, but he could only pull the director away from the scene.

"Come on…we can't fight him…let's go…we have to go." Director Mearing had no idea how much it pained him to say that. Not because his base was being destroyed, but because of the friend he had had to leave in pieces just outside the base.

Will opened his eyes to the darkness of the warehouse he was sleeping in. Glancing at his watch, he saw that it was about one in the morning. He supposed a few hours of sleep were better than nothing, which was what he'd been getting the past few days. Previously, the memories had woken him within minutes of falling asleep.

He sat up and rubbed his eyes, knowing from past experience that he wasn't going to get anymore sleep that night. After a few moments of sitting and staring into the darkness, he pulled himself out of his sleeping bag and made his way out of the warehouse.

Will leaned against the exterior wall of the building, taking in the darkened city. If you didn't know that half the city was in ruins, you might almost think that everything was normal. It was easier to forget your troubles when they were hidden from view.

But tonight, Will's troubles weren't hidden. Every single memory that had been shoved to the back of his mind taunted him, and they weren't going away. He needed to leave. He needed space to think, to be away from everyone, even if it was just for a few minutes.

Will walked towards the edge of the camp, nodding to one of the soldiers standing watch over the base. He got a curious look from the soldier, but because of Will's rank, he wasn't questioned, which he was grateful for. He wasn't in the mood to deal with anyone telling him he couldn't leave to have a few moments to himself.

He knew exactly where he could go to get some peace. The Navy Pier was a bit of a walk from their camp, but that didn't bother him. Neither did the thought that the city could be dangerous at night. He was willing to do anything for some time alone.

The pier was deserted, and most of the buildings in that area had stayed surprisingly intact. Will made his way to the end of the pier and sat down on the edge where part of the pier's railing had been blasted away, staring out over the darkened water. Water had always soothed him. That was one of the things he had appreciated most about their base on Diego Garcia – he could always go down to the island's edge and spend time looking out over the ocean. The sound of the waves and smell of the water could ease the tension from his body like few other things could. He supposed it had something to do with the fact that he had spent so much of his time being stationed in hot, dry deserts. Water erased all the memories of the many battles he'd fought in those burning sands.

Tonight the liquid's presence didn't seem to help. He picked up a few pebble-sized pieces of rubble from the ground around him and spent several minutes mindlessly tossing them into the water. The quiet plops of the cement debris served to distract him, but only temporarily. He couldn't forget his dreams.

Why Ironhide? Why him out of all of the Autobots? He had always seemed so…indestructible. Sure, Optimus could kick some serious Decepticon aft, sure Sideswipe was a vicious fighter, and sure Bumblebee was small enough that he could dart around the much bigger Decepticons, but Ironhide…Ironhide was the brute strength of the group. How many times had he gone into battle with NEST, giant cannons blazing, and withstood more damage than Will had thought was even possible to obtain? Yet he still lived.

Will threw another piece of rubble into the water, a bit harder this time. All it had taken were a few precise shots from Sentinel, and the powerful mech was reduced to rusted flakes. Why? It wasn't right…wasn't fair. Whoever had come up with the ridiculous phrase of "All's fair in love and war" had clearly never experienced losing a friend in battle. There was nothing fair about that.

But what bothered Will the most was that fact that he had had to leave his friend dying outside of NEST. He'd had to run. To leave Ironhide alone in his last few minutes of life, dying in pain as his body was excruciatingly crumbled into tiny bits of rust.

Will slammed his hand into the concrete beside him. Damn, that hurt. But he deserved it, didn't he? Didn't he deserve every single stab of pain that shot through him? Yes, logically there was nothing he could have done against Sentinel, but still…

"Get back!"…Sentinel advancing on the fallen Ironhide..."…let's go…we have to go."…Running away from the base to escape the traitor's mad rampage…

Will buried his face in his hands, grief and pain overwhelming him. He somehow got to his feet and began throwing every piece of rubble he could find into the water, anger and pain making him oblivious to everything else. He didn't realize that he was crying at first, but when he discovered that he could no longer see what he was doing, he slowed his angry throwing to wipe away the moisture that blurred his vision.

He stared out at the water again, hands clenched at his sides. He hadn't even gotten to say good-bye…

Will didn't know how long he stood there. He probably would have gone on standing in frozen grief if the sound of heavy footsteps hadn't shaken him out of his stupor.

He turned, wiping the last traces of his tears from his face. Hopefully neither his reddened eyes nor the dark circles under them would be visible in the darkness. He straightened as he realized who his visitor was – Optimus Prime.

"Optimus." he greeted the leader. "What brings you out here?"

"I could ask you the same thing." The Autobot stood besides Will, looking down at him with a quiet concern.

"Couldn't sleep. Figured I'd go for a walk."

Optimus didn't say anything, but Will could sense the leader taking in his disheveled appearance and obvious exhaustion and grief.

Will couldn't continue to meet Optimus' gaze, and turned to look out at the water again. He heard the quiet click and whirr of Optimus' parts, indicating that the mech had crouched down beside him.

The two were silent for some time, gazing out over the water.

"You blame yourself."

Will jerked his head up at the comment. "What?"

"For not facing Sentinel." Optimus spoke as one who knew the exact feeling. "You feel that you shouldn't have escaped."

Will shrugged and turned away from the piercing blue optics.

"There was nothing you could have done."

Will shook his head. "I left him, Optimus. I told my men to back away from Sentinel. If we had…I don't know…opened fire before he could get in his final shot, maybe we could have saved him. But I told my men to leave." Will rubbed the bridge of his nose, squeezing his eyes shut at the memory. "And we left. Each and every one of us. He didn't have anyone there in his last seconds. He died while we were trying to escape. I should have stayed."

Optimus was silent, watching as Will slammed his hands against the twisted iron guardrail, bending over towards the water in grief and frustration.

"If you had stayed," Optimus said gently. "You would have died. The damage had been done with Sentinel's first shot. You could not have changed anything. You had your men to look after – your first duty was to protect the living."

Will shook his head in disbelief, trying to shove away the fresh wave of pain that engulfed him.

"Ironhide would have wanted you to do exactly as you did." Optimus said.

Will knew he was right. Ironhide would have told him to get his men out of the way and that there was nothing more he could do there. But that knowledge didn't lessen the pain.

"I just wish I could have been there." Will gripped the railing even tighter, turning his head to look up at Optimus. "I wish I could have stayed with him as he died…I wish I could have said good-bye."

Optimus gently placed a finger against the soldier's back as Will bowed his head again, shutting his eyes against the sorrow.

"He valued your friendship greatly." Optimus said softly, gazing down at the soldier. "He was probably the one who was unhappiest about staying on Earth, but he eventually got used to the idea, especially once he discovered a fellow warrior such as yourself. Both of you knew what it was to lead comrades into battle and shared the same passion for defending your home and your people. I believe you helped him come to care for this world and see that our two races are not so different from each other."

"I valued his friendship as well." Will managed to reply. "I couldn't have asked for a better friend." Will was silent for another few moments, then spoke again. "I can't believe he's gone, Optimus. It just doesn't seem real."

"I know."

Will heard the pain in the Autobot's voice and realized that Optimus, too, was grieving for his friend. If Will was in so much pain after losing Ironhide after knowing him for only a few years, what must Optimus be feeling after know him for hundreds?

The two lapsed back into silence as they each returned to their own thoughts, watching the darkness slowly lighten and the faintest hint of color begin to appear in the sky. Somehow, talking with someone who knew his pain had lessened the sorrow, if only by a little bit. It would take time to heal, time to be able to remember his friend without the crushing sensation of grief and regret. But he had time. Time to replace the painful memories with the ones he cherished most.

Yes, he would heal. Ironhide would have wanted that.