Disclaimer: Transformers isn't mine, nor are the characters. I'm just writing this for fun!

Summary: What runs through the minds of Sam, Ron and Judy Witwicky, Will Lennox and Bumblebee when Sam is hit and dies in Revenge of the Fallen? I'd imagine a lot of things. Starts there and may continue.

Part I: Sam

Hitting the sand beside Will, Mikaela right next to him, Sam tried desperately to catch his breath from the seemingly endless running. When it came to the Autobots and the war he found himself running more often than not. This time, unlike Mission City, there was also the sand. It was everywhere. In his shoes, the one sockless foot particularly chafed from the gritty particles.

Gripping the sock with the dust of the Matrix, he pushed back against the stone ruin they were hiding behind, explosions erupting all around them while Will directed his men and the Autobots tried to protect their location.

He wished Bee were there. But he'd sent him to bring his parents to safety. They shouldn't be here. Glancing at Mikaela, he wished she had gone with them. She would be safe, away from this carnage. He hadn't said it, but he really did love her. Everything about her.

Will drew his attention then, "You better have a good reason for dragging us out here. I hope you know what you're doing, kid," he said, ducking as a rocket knocked sand and debris up over the ruins and on top of those huddled behind it.

Sam nodded, his resolve firm. "Where's Optimus?"

Pointing a dirty hand, the soldier replied, "Across the courtyard. But you'll have to wait until after the airstrike."

Sam was shaking his head before Will finished the words.

"No, I have to get to Optimus now!"

Epps came up beside Lennox now and the two conversed. Sam didn't hear what was said. Didn't care really. His gaze was focused across the courtyard on the shroud-covered Optimus. Still. Dead. But not for much longer. This is going to work. It has to work.

And then Will was screaming at them to stay with him, stick to him like glue. Both nodded, and Sam felt his heart leaping into his throat again as they broke their cover and pelted away from the spreading orange smoke that would guide the Air Force air strike.

Explosions burst around them and Sam hunched his shoulders, ducking his head slightly. Like that's going to help, he thought as he saw a plume of sand flash to his right. Will had one of Mikaela's hands and was half pulling her along.

He wasn't sure how it happened, but suddenly Sam found himself alone. Running through the sand was harder than running through grass, or on pavement. It seemed to suck his shoes down and the faster he tried to go, the harder the resistance.

He could hear clanging behind him. And then the unmistakable blast of a cannon.

A wave of unbelievable heat overcame him and his feet were suddenly free of the pulling sand. He was airborne, his stomach doing a somersault as his body was thrown like a lifeless rag doll in an arc, his legs for a second above his head before he hit the ground.

His lungs seized and his vision faded. There was pain, somewhere in his consciousness, but it was far off now. So were the sounds of battle. Everything was far off. And fading. Was he dying? Or already dead?

He vaguely heard the shouts of Mikaela and Lennox.

But they faded too. Until he saw, felt and heard nothing.

Part Two: Lennox

He'd seen Sam veer off and knew instinctively nothing good would come of it. His cry of Sam! went unheeded or perhaps unheard in the din of battle. He didn't miss the Decepticon running toward Sam, the cannon snapping into place or the eruption of fire from its muzzle.

Sam's body was flung through the air as if it weighed nothing. Like a piece of debris, cast up by the force of the explosion, and torn and burned by the heat of the cannon and the shrapnel it created out of the rocks and bits of metal on the ground.

The young man hit the ground.

Hard.

And didn't move. Will could hear Mikaela screaming in his ear and now she was dragging him, instead of the other way around. She fell to the ground beside Sam and her hands moved toward him, not knowing what to do.

The soldier pushed her harshly aside, not caring particularly if she was bothered by it. He checked for a pulse and finding none, began chest compressions, sweat and sand pouring down his face mingled with tears of frustration. He hadn't protected the precious cargo well enough. Sam shouldn't be lying here, all but dead.

He called frantically for a medic team, even as he continued pressing down on the boy's chest. He could feel one of the ribs shifting beneath his hands and knew had broken either from his compressions or from the blast and subsequent fall.

It wouldn't much matter if Sam didn't live.

When the medics took over, Will held Mikaela and let her cry into his shoulder as the soldiers shocked Sam's battered body, trying to get his heart going again. He was vaguely aware of Epps and Bumblebee behind him and he could hear Mr. and Mrs. Witwicky, who were being held back by two of his men. He couldn't imagine what they were feeling as their son's body was jolted again and the soldier who had just administered the charge shook his head with a sad frown. It's no good, he said, over the noise of battle, and Will closed his eyes and slumped in the sand as Mikaela screamed out her sorrow and lunged onto Sam's still body.

Will gulped the lump in his throat. He'd seen men die before. Had tried to save them, but had had to instead watch their lifeblood seep out of mortal wounds until there was not enough left to sustain life. But this was different.

This was a kid.

He shouldn't have been here. Involved in this war. It was too big for him. It was too big for any of them, really. Massive alien robots with firepower like nothing the military on Earth could match. It wasn't fair. None of this was fair.

Part III: The Witwicky parents

Ron couldn't believe his eyes. This wasn't real. It wasn't happening. That wasn't his son, his little boy, being shocked. No way. Not Sam. Sam was the boy who was always smiling, or fumbling for words with a small frown or a quirky smile. He wasn't that boy, lying there, beaten and battered and burnt.

"Sam!"

Judy Witwicky's voice was shrill, her fear her terror.

Still Ron refused to believe it. But then, he got a sure glimpse of the face. The clothes. It was Sam. It was his Sam. He started to struggle in earnest against the soldier holding him on the ground. "That's my son! He screamed, his voice hoarse and higher pitched then he was used to in his panic. Let me go!" He yelled, struggling harder.

"Sir!" The soldier holding him said, not giving him any slack. "They're doing all they can!"

Ron knew it. Inwardly. But his mind kept telling him, Get to Sam. Get to your son. Help your son. You're his father, he needs you. Don't let him die in this desert sand, in this damned alien war. Go help him!

He couldn't break free.

When Mikaela thrust herself from Will's arms and onto Sam he knew.

His son was dead.

Judy shrieked. And then she wailed. The soldier holding her let her go and she slammed into Ron with such force he felt like he was going to topple over. She kept sobbing into his shoulder. "My boy, my little boy. My Sam!"

The man's eyes met those of his son's guardian.

He could see the same sorrow and guilt in the Autobot's eyes that he was sure was showing in his own. Both felt it. They had failed Sam. Failed to protect him. And now he was gone.

Dead.

Part IV: Bumblebee

The humans were jolting his boy with some machine. The Autobot watched Sam's body jump and then slump back to the ground. The medic shook his head and Bee fell to his knee joints, a whine emitting from his faulty vocal processor.

Sam's spark had been extinguished.

He wasn't used to seeing Sam so still. For a human, Sam had seemed to always be going, never resting. The boy rarely needed to recharge, or so it seemed to Bumblebee. So seeing him here burnt, broken. Without life. It was one of the most disturbing things the young Cybertronian had seen since the aftermath of Mission City when he had seen what Megatron had done to Jazz.

Bumblebee dropped his head down, ignoring the sounds of battle around him. First Optimus. Now Sam. He stood and glanced at the Decepticons fighting near them. His blue optics blazed with renewed resolve. His cannons powered up.

They were going to pay.

They had taken too much from him.

Part V: Sam

He was standing, which was odd, since he didn't remember getting up. Last he remembered he had been flying through the air and then had hit the sand hard, a rib snapping in his chest and fire stealing his breath away. Now he ached, but he was standing.

One thing immediately struck him there was no battle here. It was Egypt still, he could see the Mountains of Petra, but it wasn't full of fire and brimstone and exploding cannon fire. It was quiet and a bright light was approaching him.

Am I dead? He thought to himself. Is that the doors to heaven? I've always wondered if there really was a bright light. I guess I'm about to find out.

But to his surprise he wasn't greeted by any gates, but rather by towering alien robots. They looked more like the Decepticons than they did the Autobots, but they had a grandeur that told him they were leaders and they were fair and just.

As a light wind swirled around Sam, one of the newcomers spoke. "Samuel James Witwicky, long have we watched you and awaited your arrival," he said. His voice was strong, like Optimus, and Sam felt drawn to him.

"Am I dead?" he asked, the question burning in his mind now slipping past his lips.

One of the beings inclined its metallic head. "Your body has failed," he said truthfully.

Sam gulped. He was then.

Before he could ask another question, like why he was here talking to them instead of moving on to the next plane, another of the robots spoke. "We are the Primes, and like you, we sacrificed ourselves to protect this planet. To stop our brother from destroying this sun."

Another spoke now. "You have sacrificed yourself for our great ancestor, and by doing so, you have proved that you have the qualities of a great leader. Because of this, we will impart on you a gift. Our secret. The secret of the Matrix of Leadership."

The tallest of the Primes leaned closer to Sam, optics shifting to the sock full of Matrix dust in the boy's good hand. "The Matrix is not found, it is earned, he said. You have shown yourself worthy. Now, we will send you back to revive Optimus so he can stop the Fallen once and for all. Take the Matrix and merge it with Optimus' spark. That is your destiny. It always has been."

Destiny? What did they mean, destiny?

Sam wanted to ask more, but the world around him began to spin and fragment and a pressure began to grow in his chest. It was so heavy that he opened his mouth and gasped, squeezing his eyes shut against the feeling.

When they snapped open again, they were seeing not the bright sky of the alternate realm, but the tear-bright eyes of Mikaela, who was crying and murmuring, "I love you!"

The first words out of his own mouth, now that he realized he had been given another chance on Earth, were "I love you" back to her. It was breathy, barely audible. He knew they would need to talk, as the shock was evident in her eyes, but he also knew time was of the essence.

Pushing the pain back, which was a heck of a task seeing as his whole body felt like it had been crushed by a Decepticon, he moved his hand around beside him until it touched cool, smooth, pulsating metal.

The Matrix.

In its original form.

As he painfully pulled himself to his feet and lifted it in his good hand, he let out a slow breath, ignoring the battle around him and the awed faces of those who had just stared at his lifeless body. It's going to work, he thought. I know it.