A/N: I have taken down the sequel title to 'Conversion' and given it to this story. But make no mistake, I still think the idea of genderbending Will is a unique idea and am continuing it. So enjoy this 'real' sequel.

At first, Will didn't think much of the fact he would feel a pain in his chest after the Autobots took down a 'Con, just brushed it off as heart burn from something he ate earlier.

Every. Single. Time.

Yet he still refused to believe something might have been wrong, simply because he didn't think there was any reason to worry. The brief pain only came after each Decepticon's deactivation, so yeah.

Currently he was in the artillery room and inspecting the weapons, 'cause what good are they if they're not in prime condition? He grinned to himself at his little joke before it faded and he noticed something strange on his hand.

It was a tiny metal fragment. Now how did that get in his hand? It must have got caught from inspecting the weapons; that must be it. Will tried to pry it out, but found doing so surprisingly hurt and flexed his hand, expecting the pain to follow, but it never did.

Will frowned to himself. What kind of metal did he get stuck in his hand that it hurt to try and remove it, but didn't when he flexed his hand, and by all logic it should have hurt the most.

It just didn't make any sense.

The man walked out of the artillery room and decided to head down to the medical ward, the place he tried to avoid at all costs but use if he really had too.

Will grabbed at his chest as he started feeling a searing pain go through him, like every time a 'Con was offlined, but this time it felt even worse than usual, his eyes rolling into the back of his head as he collapsed to the floor.

Will blinked as he 'woke up' but he didn't exactly recognize where 'here' was. Everything was all glowing and had strange symbols on the surrounding walls. "Hello? Anybody home?"

A chuckle resounded through the 'room,' but it felt like the sound was coming from an invisible force and wasn't really 'speaking.' But how was he able to understand it then? 'Hello, William Lennox.'

"Okay freaky voice thing, where are you and why are you in my head?" Will asked, still intending to keep his guard up.

'You can't recognize this place?' The voice asked sounding surprised. 'But then I guess I really shouldn't have assumed as much. You have no idea what's going on after all.'

Will felt his spin straighten. "What are you talking about? What's happening?"

'Ah, that seemed to have gotten your attention alright.' The voice replied amused as it spoke in tandem with the slowly beating symbols.

"You're damn right it did, now where am I and where are you for that matter?" Will demanded, though there was a touch of uneasiness in his posture.

The voice 'chuckled' again. 'I am everywhere around you.' Well that didn't help much, just made him even more unnerved by this whole thing. 'As you for, we're in your mind of course. Well, it'd be more like our mind now.'

Will frowned as he once again looked around the place, the symbols bringing up a picture of the Allspark and-no, it just wasn't possible. "You were destroyed with Megatron, that's what Sam did with you." He whispered.

'No, I sensed the imminent demise of my 'body' and sought a suitable vessel to inhabit. Samuel Witwicky was simply too young to sustain my knowledge without any dangerous side effects.' The voice explained. 'You on the other hand, we're suitable for me and I chose you because you understood what it was like to be…resilientas it were.'

"So what, you think I'm just gonna let you take over?" Will asked angrily.

'No, not 'take over,' that would imply I was some kind of parasite, I'm just trying to help my kind, and I need your help.' The voice replied, though Will supposed he could give that voice a name now. Allspark. 'Though it is involuntary of what is currently happening to you.'

"What is?" Will asked before he remembered the pains in his chest and the metal in his skin. "The pains, the metal, that's you?"

'Whenever I felt the passing of one of my creations, it hurts and now you are feeling it too. For every Decepticon that is destroyed, it will hurt you.' The Allspark didn't sound malicious, just resigned.

"And the metal?" Will questioned.

'It will continue to cover your skin, not noticeable at first, just shards like you've seen, but in a very short time it willbecome noticeable and you'll have to tell the Autobots.' The Allspark explained.

"Tell them what?" Will asked. "How can I tell them if you won't tell me what'll happen."

'Are you sure you want to know? I have no doubt you'll fight it even after it happens.' The Allspark replied.

"Fight what?" Will demanded before he looked down at his hand and could imagine the whole thing covered in metal. "No, you can't mean…"

'…that you will be transformed into a Cybertronian as well? Yes, it does.' The Allspark finished. 'I am sorry, but there is no other way to save my creations. Soon I will be nothing as when I finish merging with you, you will become the new Allspark.'

Will shook his head throughout the whole explanation. "No, you can't be serious. I can't become a robot, I just can't! Isn't there something else you could do? Like find another body or thing to inhabit?"

'Would you force this onto someone else because you find it discomforting?' The Allspark questioned and Will let out a soft sigh.

"No, I wouldn't do that." He muttered. "But you are forcing this on me though."

'Yes, and I have already told you that I am sorry for what is going to happen.' The Allspark replied sounding confused as to why Will was still angry with it.

And then Will understood that it didn't understand. It didn't know how this was for him in the now and only about the fact he was going to fight it. It was because he was a fighter that it'd draw this conclusion about him, not about how else he'd feel.

But then again, it must have not have had any experience with human emotions, and probably not even its own creations at that if it didn't move about and couldn't interact with them.

"It's because I can move around, isn't it? That's the reason you wanted a human vessel to merge with, so I can do something about this?" Will questioned.

There was no response for a moment before the Allspark replied. 'Yes, it is. I can only wonder how things might have been if I was given a 'real' body of my own instead of a cube to inhabit. I may have been able to curb my wayward creation's destruction of our world, I will never know.' It replied. 'But you can do something, and that is the reason I chose you.'

Will furrowed his brow. "I still don't like this though, being forced to become something I'm not, and if this is going to happen, then it's going to happen my way. I'm not just going to sit back and take it."

'Are you talking about the transformation or the interfacing?'

Will gaped for a moment. "Interfacing?" he repeated and from the Cybertronian Reproduction 101 crash course they got from Ratchet, he knew exactly what that meant. "You mean I gotta sleep with the 'Bots? I'm married! I have a daughter! I'm faithful to Sarah damn it!"

'I did not mean to imply otherwise, and you misunderstood what I was saying as well it seems. I was merely inquiring as it whether you were going to let them spark you up.'

That didn't make him feel any better.

'Because you don't have to.'

Will glanced around sharply. "I don't? Really? But what about saving your race thing?"

'The other thing about having a moving vessel is that they're sentient and can make their own choices. I find forced sparking disdainful and it can leave deep scars.' The Allspark replied. 'As such, if you tell the Autobots about you're transformation coming up; I suggest you do it in a way that does not imply I am currently merging with you until you accept it.'

Considering the fact Will was already finding metal shards in his skin did not give him much time, but he was still going to do this his way since he had no doubt they'd try and keep him off the field if he told them.

"So you want me to lie." Will mused and received no answer. "I can work with that, at least for the time being. Is there anything else I should know?"

'When it is time to shift into a larger body, your own organic one will let out a magnetic pulse that will pull any loose metal towards you and bury you in it, then you will emerge as a Cybertronian.' The Allspark explained.

Quick, clean, apathetic. The Allspark really needed to work on tact, but then again, he wasn't one to complain about that either.

…and damn it if he wasn't starting to compare them both too.

Will opened his eyes and found himself still lying on the floor of the artillery room. Had no one noticed him or did the Allspark have some weird time thing that left him taking to it for what felt like forever and he was only in there for like a few seconds in real time?

If it was the latter, he could understand the need for discretion, as it would just look like he fell and wasn't taking a nap of some kind that would need to get the doctors involved.

Huh, how funny. Just a minute ago he was ready to go to them, but now that he knew what was happening to him, he didn't want anyone to know just yet.

The Allspark said it was his choice after all.

And he'd let everyone know when he was ready. 'Course, he still had to outweigh the pros and cons of revealing that he was merging with the Allspark.

They'd either think he was crazy and wait for him to show it, or they'd believe him and keep him from interacting with anyone else ever again.

Neither sounded too pleasant in the least.

And then there was his family he had to think about, his life as a whole. It was all about to be uprooted and he couldn't do anything about it.

So really, what could he do at this moment?