Disclaimer: Don't own Transformers. The POV is that of my fancharacter, Alphafighter. She's mine.

Author's note: Okay, I have a theory. Since Wheeljack and Windcharger didn't turn black/ashen grey, I think that they mave have survived. Well, because of that and 'Jack appears in another episode somewhere after the movie. So...he an' Huffer, Brawn, an' Hound survive. I don't care what you think...okay, I kinda do...no flamies, please. (begs) It may be wishful thinking, or it may be the truth, but that's what I believe. (looks around and glomps Wheeljack)...Then again, it could always be an AU...

I'll never forget that horrible, horrible day. Not for as long as my spark beats in my chest. We lost so many good Autobots that day. So many good teammates, good friends. I all happened so fast, though, it seemed like a nightmare at the time. One I wanted so badly to escape...but couldn't. I-I mean...one minute we were all joking around, laughing, play cards...having a good time...we all thought that it would never end...that the battle that would change, and end, so many lives would be right around the corner. Inever thought that the two mechs that had been sitting beside me, two of my best friends, would be seriously injured, almost dead, within mega-cycles. But it was and they were. The next thing we knew, we were outside, fighting the Decepticons for our lives.

Let's all start at the beginning, shall we? Before the battle and before the blood shed the power-hungry Decepticons brought with them. Right before the good times came to a screeching halt.

I smirked as I looked at the cards in my hand and then at the mechs that were sitting next, and across the table from, me. I grinned and placed my bet on the table before taking a sip of high grade I had snatched from Prowl's office after he, Ratchet, Ironhide, the Dinobots, my brother, Jazz, Prime and Spike left. We were all playing poker together, Wheeljack, Windcharger and myself, and having fun while doing it. After all, the Decepticons had been rather quiet lately so we were entitled to some free time.

Primus knew I needed it.

Ever since Ratchet left, I was the full time medic at Autobot City. It was a big ol' pain. Wheeljack kept getting himself, and others, blown up, Blurr ran into the wall a couple times so I had to fix both him and the wall, the new kid, HotRod, had scared the Dinobots once before they left so we had a stampede and, well, trust me...you don't wanna know. Well, let's just say that HotRod knows for sure not to touch Grimlock's teddy bear again. Point is, I was enjoying the much needed free time.

Taking another sip of my high grade, I glanced over at Wheeljack and smiled, "Ya gonna fold, 'Jack?" I asked. Ever since Ratchet left, leaving me full time medic as I had said, I was the one that always repaired Wheeljack. I guess I had gained feelings for him. What? You would too if you had to repair the engineer over a hundred times.

Wheeljack smiled, "You wish, Al." He said, matching my bet. The mech smiled at me, or rather, his earpanels flashed like he was smiling. He glanced at Windcharger, waiting for him to flip the river.

Which the mech did. Once he had, Windcharger grinned and showed his cards. "Three of a kind." He said, taking a sip of his high grade, "Beat that." He chuckled.

Wheeljack grinned at me and showed his cards. He had a full house. He grinned at Windcharger and then at me. "Care to show your cards, Alpha? Or do you wanna fold?"

I rolled my emerald optics. "Read 'em an' weep, Jack." I smirked, showing my cards. "Four of a kind!"

Windcharger groaned and Wheeljack shook his head as I took the chips. I stuck out my tongue and took the cards; I was dealer now. "What's wrong, boys?" I asked, "Can't beat a femme at poker? And I thought this was a mech's game."

"Oh we can...and we will!" Windcharger huffed. He took the cards I dealt to him before putting down his blind bet.

"Uh-huh. You can try!" I shot back, grinning. I took a long gulp of my drink and then watched as Wheeljack and Windcharger did the same. "But this is my game! I didn't beat StarScream and the seeker brothers at poker every time because I stink."

"Enough, kiddies." Wheeljack said, smiling. He placed his bet as well.

"What was that?" I asked, raising an optic ridge. "I'll remember that next time I have to repair you, Jack. For the hundred and first time."

"Hey, I was just jokin', Al!" Wheeljack said, waving his hands. H

I shook my head and raised an optic ridge. "Uh-huh. Whatevah you say." I said, rolling my optics.

Windcharger rolled his optics as well, "Wheeljack. Be careful whatcha say. She's a femme-"

"No duh."

"-And a medic-"

"Also, no duh."

"-Don't get on her bad side. She's worse then Ratchet." Windcharger finished and I interupted him one last time.

"Again. No. Duh."

Wheeljack laughed nervously, "Don't I know it? But, thanks, I'll remember that." He said, looking at me, his earpanels flashing yellow nervously.

"You do that, Jack."

All three of us took another sip of our high grade at the same time and then went back to playing the poker game. We continued the card game for another mega-cycle before finally stopping. It was time for me to do the horror that is paper work and Wheeljack had to fix something in the med bay for me. I've forgotten what it was. As we headed out, I felt all that high grade coming back with a vengence. I groanded. You see, I never get drunk so that was a new feeling for me. As we headed to work, I leaned over and did something I regret not doing sooner. I kissed Wheeljack on the cheek. He looked at me, suprised, but said nothing. His earpanels flashed a pretty, happy color. I smirked and then opened my mouth, but the alarms blared quiet loudly. We all jumped.

I ran over to the computer and typed so I could get a vid link on the screen. We all gasped. The Decepticons were blitzing Autobot City! We all looked at each other and grabbed our weapons. I then typed and got a vid link on the screen to see what was going on with the shuttle that had been coming to our aid. My optics widened.

"Oh...my..." I gasped.

Everyone was either dead or seriously injured. Brawn was barely moving, but he seemed to be alive. However, as I glanced over the bodies of my teammates, I saw that they were all dead. Tears filled my optics, "Ratch...Ironhide...Prowl..."

"Good sweet Primus..." Windcharger said softly. He looked away from the horror of our friends' bodies.

Wheeljack saw them and his earpanels flashed a sad blue color. He looked away and they flashed a peeved red. Grabbing his blaster, the mech ran outside and into the battle. Windcharger and I glanced at each other and ran after him, hoping to help him. Once outside, we saw the many seekers and fired like crazy at them, trying to stay alive. After a bit, Wheeljack and I were forced back-to-back and I glanced back at him.

"After this-" I dodged a blast, "Wanna head to the human city and find something to do?"

Wheeljack smirked. He nodded, "Sure. Why not?" He asked, firing and catching a seeker's wing.

I smiled and continued to fire at the many seekers. All of a sudden, the seeker brothers were above us and firing at us like crazy. Both of us took a number of shots, but we weren't willing to fall. After a bit, Skywarp lunged down at us and Wheeljack shoved me out of the way. Both of the seeker brothers fired at Wheeljack and he fell, holes in his chest.

I covered my mouth and shook my head. Never at once had I felt so many emotions running through my mind. I felt sad, angry, hatefilled, horrible I had let something happen to him. I felt tears burn my optics and I glared up at the seeker brothers. I fired shot after shot at them until I finally shot down Thundercracker by nearly destroying his left wing. I grabbed Wheeljack and felt his spark still beating slowly. I sighed and thanked whatever gods were above before trying to drag him to cover. Looking over, I saw Arcee dragging Windcharger to where I was dragging poor Wheeljack. My spark sank. Not him too. Oh, Primus, please not another one of my friends.

Arcee looked at me as we both laid down our friends and I looked away as my fellow femme put her fingers to her mouth and shook her head sadly. We both turned our heads upon hearing Springer yell, "C'mon, Arcee, Alpha! We gotta get this launcher into place! Megatron's making his big push...and we gotta push back!"

Arcee and I ran over and started to help the mech push the launcher into its proper place. That's when Kup, HotRod, and Daniel ran in. "Keep at it, Springer, my boy, help's at hand!" Kup said as they all came and helped us, "All together now!"

We all pushed, even Daniel helped, and managed to get it into place as Arcee and HotRod talked. I rolled my optics. Love birds. My audios picked something up outside and Daniel yelled, "Kup, HotRod, look!"

Kup ran over and looked up. "Devestator..." He whispered, looking at Daniel.

My optics went wide. I cursed under my breath and got out my blaster as Springer muttered, "I've got better things to do tonight then die."

"I do to." I growled, helping him lad the launcher. "Like, as Ironhide would said, bustin' Decepti-Chops." I felt my spark drop at the ol' coot's memory and growled. We continued to fireall through the night, battling for our very lives and the memories of our fallen comrades, until our defenses were down. I felt something, almost hope, touch my spark and I knew we had reinforcements. I sighed; we needed them. Bro...

You didn't think I would miss out on this fight, did you? My brother's voice laughed in my head as I jumped into the battle.

I saw my brother, on of the few Autobot seekers, transform and grab StarScream. He stabbed him in the arm and then kicked him away as he grabbed Thundercracker, stabbing him in the stomach with the retractable sword that was built into his left arm. He glanced over and saw me. So did SoundWave. He grinned.

Well, we wanted action. He shrugged in my head as he cut up the mech's wing pretty badly.

I nodded and dodged a blast from SoundWave. That we did, bro. And now... I grabbed the communications officer and flipped him over my head, "That was for my friends you monsters killed!!" I yelled in his face, but got no satisfaction. The Decepticon never showed any emotion and I knew that he wouldn't that time. I just wanted a little fear. A little pain. After all, they had caused us so much...

SoundWave glared at me and kicked me, getting to his feet. As I stumbled back, I heard Megatron cry out in pain and saw him fall over the edge of a building. Prime watched him and I smiled; SoundWave ran off. He had done it. Prime had-

"He's done it! Prime's turned the tide!" Kup yelled, taking the words right out of my mouth.

"Yup." I nodded. Prime fell to his knees and my optics widened. "Prime!"

Omega limped over to me, a wound in his knee, and looked at the Autobot leader. Our leader. He looked at me, a knowing look in his optics. The causalities weren't done mounting up. We had at least one more to go and we both knew that. The only thing we could do is grab hands and follow the mechs into the med bay, taking our injured and dead friends with us.

Later, in the med bay, I had just finished putting Wheeljack, Huffer, Hound, and Brawn on life support to help them until I could finish the repairs when Prime made a noise. I hurried over to him. The others, except Kup, who was watching his lifesigns, were already all around him. Tears came to my optics and Omega took my hand. We both watched Prime as Preceptor transformed.

"I fear the wounds are...fatal." The mech said sadly, looking away.

Everyone looked at Prime and a sob came up, but I swallowed it as Daniel whimpered, "Prime, you can't die!"

Prime took in a deep breath that was filled with untold pain, "Do not grieve...soon...I shall be one with the Matrix..." He managed slowly.

"Prime..." HotRod said, taking a step fowards. His optics were begging Prime to forgive him, but we knew he didn't need to be begging. Prime had already forgiven him.

Prime grunted painfully as he turned his head, "Ultra Magnus...it is to you, old friend, that I shall pass the Matrix of Leadership...as it was passed to me..." He continued continued, looking over to Ultra Magnus as he reached out to him.

"But, Prime..." Ultra Magnus said, "I'm...I', just a solider...I'm not worthy." He said, pushing Prime's hand away.

"N-Nor was I..." Prime reached out and this time, Ultra Magnus grabbed his hand, "But one day, an Autobot shall rise from our ranks...and use the power of the Matrix to light our darkest hour..." He opened his chest compartment and pulled out the Matrix. Awed, we all took a step back. "Until that day...'till all are one..." He managed, reaching to give Magnus the matrix. He dropped it, going limp.

Daniel, Ultra Magnus and HotRod went to catch the presious piece of Autobot past, present, and future. The new kid caught it and the matrix lit up. I took a step back and Omega wrapped his arm around my shoulders. HotRod handed the matrix to Ultra Magnus and waited for him to put it in his chest. Once he had, we all turned to Prime and waited for our leader to finally be out of his misery.

His brillent blue colored optics dimmened and everyone took a step towards him. He went black and then his head turned. Daniel clutched the mech's arm and cried.

The sobs that I had held back finally let themselves free. As Arcee covered her mouth, about to cry, I fell into my brother's arms and cried as well. My brother rubbed my back gently and looked at Optimus' body. I felt his spark drop between our link and I knew that he, too, had been saddened by the Autobots' lost of a great leader, probably one of the best we had ever had. Omega looked at me and touched my mind softly. It felt wonderful after being apart for almost a year to have someone to talk to.

We lost a great leader today, sis. He whispered softly.

We've lost a lot more than that, bro. We lost our leader, sure, but we also lost our friends, our teammates...some of our family... I whispered back in his head. I felt him hug me tightly and then I broke away. We glanced at each other. I'm not loosing anymore friends, bro. Not now. Not ever. Help me with these lugs.

"You got it." Omega said aloud. We glanced one last time at our leader and then at each other. "We should..."

"Yeah." I agreed.

We walked over to Prime's body and closed his chest up. We both put our hands on his injured side and concentrated. The energy that usually went to keeping our mind link instead healed Prime's wound. We knew it wouldn't bring him back, but it would make him look like the leader he was. After paying our last respects to him by whispering a prayer our master, Vector Prime, taught us, we went to work on finishing repairing our teammates as Kup and the others devised a plan with our new leader. I casted my brother a knowing glance. We may have lost a lot right then, but we knew that the bloodshed wasn't over and wouldn't be over until the Decepticons were destroyed. Not until, as Prime said, 'Till all are one.

RG: Alrightie then, ya read. Now review, please! I worked REALLY hard on this! Hope it's not too mary-sue.