Disclaimer: I do not own Transformers.

Authors note: This is based off of Transformers Revenge of the Fallen. It's right after Megatron visits the Fallen. It's also my version of ROTF. You will have to use your imagination on how the story is. Enjoy

Optimus Prime was driving with his daughter Azure. They drove to the top of a canyon to look at the wonderous sight of Earth. Optimus transformed and looked around. Azure stood next to her father.

"Wow," breathed Azure.

"This is one of the places that I go when I can't handle my leadership responsibilies," said Optimus. "When your time comes to lead is upon us, wheither I'm severly damaged of dead, come here for me. Will you promise that for me?"

"I promise father," Azure agreed. "I don't want you to go."

The two of them dangled their legs over the edge and watched the sunset. Azure looked up at the stars when the sun disappeared. Optimus smiled down at his daughter.

She will make a fine leader someday Optimus thought.

The alarm went off the next morning. Azure got up quickly and went to the base. Everyone was present and acounted for.

"Lennox what's wrong?" Azure asked.

"There's another Decepticon at China," Lennox answered.

"Autobots, transform and roll out," Optimus said.

They transformed and boarded a cargo plane. The plane was over China and they got out and fell toward the city. Azure transformed and everyone did the same. The Decepticon transformed once the Autobots were close.

Ironhide was the first to be hit by the Decepticon's fist. The Weapon's specilast growled and fired at the arm joint. The arm fell off and landed on the ground. Bumblebee jabbed his hand into the Decepticon's chest and ripped out his spark.

"Great job Bumblebee," said Ironhide. "Now can we get home boss? I have training lessons to give out."

The cargo plane picked them up. Lennox told Optimus and his team that they did great on the mission. Ironhide, Azure, and Optimus went to the training room to teach Azure things that happens during war. Azure stepped into a different room.

"Alright Azure, today I will crank it up," said Ironhide. "The holograms will look more real and same with the effects; they'll feel real."

A scene of a city showed up. Azure reconized it as Chicago. The holograms of the other Autobots appeared. Starscream fired from on top of a building. Jazz shot at Starscream.

The other Decepticons showed up shortly. Jazz was facing Megatron and Brawl. Brawl held Jazz tighly, but he escaped. Megatron took Jazz by the throat and and ripped apart his chest. Megatron's hand gripped around Jazz's spark and pulled it out.

Jazz's body went limp. Ironhide easily killed Brawl, only to be killed by Starscream. The next one to fall was Ratchet as Barricade crushed his spark. Bumblebee attacked Barricade and got blasted in the spark. Azure looked at her fallen comrades and looked for the hologram of her dad.

She saw Megatron throw Optimus around. Optimus crawled away from Megatron, only to be kicked in the stomach. Azure could tell that he was in pain and agony. Megatron laughed as Optimus coughed up Energon.

"You never stood a chance against me," Megatron snarled. "Now your time has come to join the Allspark."

Megatron's hand plunged into Optimus' chest. Slowly, his spark began to go out as Megatron's hand crushed it. Optimus screamed in pain. Azure killed Megatron with her gun and ran toward her hologram father. She watched her hologram father die. The holograms disappeared and Azure stood up. She walked out and glared at Ironhide.

"I thought that we were doing Tokyo, not Chicago. Plus what is up with everyone dying. This is suppose to be training, not a tragic nightmare," Azure scolded.

"I couldn't stop it. The controls must be bugged with viruses," said Ironhide.

Azure nodded in understanding and left with Optimus. Ironhide got to work on the controls. Lennox and Epps looked at Optimus with concern.

"Optimus, Bumblebee just informed me that Sam has been captured by a Decepticon," Epps said showing him the coordinates.

"Ironhide, Ratchet, twins, Sideswipe with me. Azure you stay here with the others," Optimus instructed.

"But dad, I want to come with you," said Azure.

"I'm not losing you like what happened to your mother on Cybertron. If Megatron is there, then I'm not risking you being killed by his hand," said Optimus. "I need you to be in command here."

"Fine, but you be careful," said Azure.

"I will be alright Azure," said Optimus. "Autobots transform and roll out."

Bumblebee waited outside of an old factory. The other Autobots showed up shortly. Optimus gave the command to stay behind while him and Bumblebee get Sam. Bumblebee waited until Optimus broke through the roof. Optimus did his part and Bumblebee followed.

Megatron looked up to see Optimus busted through the roof. Optimus blasted Starscream then Megatron in the chest as Bumblebee got two humans. Optimus grabbed Sam, transformed, and headed toward a forest as Bumblebee got the two humans to safety. Megatron followed closely behind Optimus. A blast from Megatron hit the ground behind Optimus. The two leaders transformed and got into battle. Sam hid while Optimus hit Megatron with a tree.

"Decepticons!" Megatron called. Grindor and Starscream showed up.

"Here boy," Starscream snarled as he spotted the human boy.

All three Decepticons went for Sam, but Optimus wouldn't allow them. Optimus grabbed Megatron and pulled him away from Sam. Starscream went after Sam and was also grabbed by Optimus. The mighty leader wrestled Starscream and kicked his face. Megatron and Optimus were once again battling.

"There is another source of Energon hidden on this planet. The boy can lead us to it," said Megatron.

All three Decepticons were now facing Optimus. The mighty Autobot leader pushed Megatron and Starscream away from him. Grindor grabbed Optimus head and bent his body backwards. Optimus hit Grindor in the face and went at Starscream. The three Decepticons surrounded Optimus and went at him at once. Megatron hit Optimus and threw him into some trees. Sam hid behind a log as Megatron kicked Optimus in the face, breaking the battle mask. Grindor blasted Optimus near Megatron.

Megatron blasted Optimus, making him fly near where Sam was running to hide. Optimus spat out a gear onto the ground. Sam watched Megatron walk toward Optimus as he hid behind the log next to Optimus.

"Is the future of our race not worth a single human life?" Megatron questioned.

"You'll never stop at one. I'll take you all on," said Optimus.

He took on Starscream first. Starscream was blasted away and Grindor lost his helicopter tail rotor. Starscream took another shot at Optimus. The Decepticons were all attacking Optimus now. Optimus got Starscream off of him and turned toward Megatron. He took part of Megatron's leg and had part of his blade in the Decepticon leader's side.

Optimus knocked Megatron away then Starscream. Azure appeared to take on Starscream. Optimus saw his daughter in battle with the dangerous Decepticon.

"Azure, I told you to stay back at the base," Optimus said.

"Sorry dad, but the others are fighting some Decepticons, so they will be delayed," said Azure. "Go find Sam and get him out of here."

Optimus nodded and attacked Grindor. Optimus tore apart Grindor's head with his hooks. He looked around for Sam.

"Sam, where are you?" Optimus asked desperately.

Optimus didn't notice that Megatron was sneaking up behind him. Megatron took his gun, grabbed Optimus' shoulder, and stabbed him through the back and out the chest. Megatron lifted Optimus into the air.

"You're so weak," Megatron growled.

He blasted Optimus and retracted his gun. Sam and Azure watched in horror as Optimus fell sideways like a felled tree.

"No!" Azure shouted. She knocked out Starscream and ran toward Optimus. She knelt down beside him and looked at him. "Dad please don't leave me. I'm not ready to lead yet. Please I need you."

"Sweetspark, get Sam and run," whispered Optimus. "Know that I will always be there-"

Optimus died as Megatron walked toward Azure. She broke down crying. Her hands gripping Optimus' arm. Sam got up and walked toward Azure.

"Sam, get out of here now!" Azure yelled.

"But-" Sam started.

"Now!" Azure shouted. "It's all your fault that my father is dead! If you showed up when he called, he would still be alive!"

Sam looked at Azure and left toward the road as fast as he could when he saw Megatron walking toward him. He met up with Bumblebee. The other Autobots was firing at the two Decepticons that remained. Once the Decepticons left, the Autobots went toward Azure, except for Bumblebee and the humans. Ironhide knelt down next to Azure. Everyone was gathered around Optimus' body. Azure cried into Ironhide's chest. Ratchet turned around and looked at the sky. He contacted Lennox to tell him the news. Lennox answered the call. He reconized it as Ratchet.

"Lennox, I'm afraid that Optimus has fallen in battle," said Ratchet. "We request a cargo plane and a transport to bring the body back to base."

Lennox was shocked at the news. Ratchet provided the coordinates. The cargo plane and transfport arrived and they loaded Optimus. Azure and the others boarded the cargo plane. The Autobots looked at the transport. The transport dropped Optimus. The body hit the ground, bringing up dust. Azure still had tears in her optics. Galloway showed up later with the army pointing their guns at the Autobots. The Autobots put up their weapons.

"I want you guys to take that heap of scrap metal out of here," Galloway demanded. "I want it melted down and used as spare parts."

"No," Azure whispered.

"What was that?" Galloway asked.

"I said no," Azure said with anger. "That is wrong. My father gave his life to protect you humans. Melting down his body for spare parts would be a crime. I'm burying him where he can rest in peace."

Galloway looked at her with surprise and anger. He left the Autobots. Azure looked back at Optimus.

"Ironhide, help me load him into his trailer," Azure commanded. "Once that's done, hook the trailer to me and prepare everyone for departure."

Azure and the Autobots drove to the canyon. Azure unhooked herself and transformed. The trailer transformed itself into a coffin. The Autobots left after a long hour of mourning together. Azure stayed behind to look at the sun set. She cried again as she thought of her promise. Ironhide sat next to her. He put a hand on her shoulder.

"Are you alright?" Ironhide asked stroking her back.

"Ya, I'll be alright," Azure said. "Ironhide, I need to tell you something that I should of told you when I first arrived."

"What is it?" he asked.

"I want to say that I love you and that I want you here with me," she admitted.

"I love you too," Ironhide said kissing her.

Azure kissed him back. The two continued to kiss. The two continued to kiss. They stood up still kissing and headed back to base. Ironhide lead Azure to his chambers to stay there for the night. Azure laid down on the berth and Ironhide followed. Ironhide pulled Azure onto his lap. She wrapped her legs around his waist. He kissed her neck. They fell into a recharge with their arms around eachother.

Azure woke up and looked at Ironhide. He looked back and kissed her. Azure got up and prepared for her job as leader.

Bumblebee, the twins, and the humans drove to Washington D.C to look for one of the ancients. The humans approached a jet. Sam put the Allspark shard on the jet. The jet transformed, said its name, and went outside. Sam and the others followed the jet to an area. The jet repeated its name when Sam asked. Sam drew the symbols in his head on the ground for Jetfire to see.

"I know where to go now," said Jetfire.

He opened a spacebrigde and transported them to a desert. Leo, Simmons, Mikalea, Sam, and the Autobots regrouped to Jetfire and Wheelie. Jetfire explained that they were in Egypt and that they needed to find the tomb of the Primes to defeat the Fallen.

"Where is it exactly?" Sam asked.

"Follow your map. When dawn alights the dagger's tip, three kings will reveal the doorway. Find the doorway," said Jetfire.

Sam and the others drove up to a national security check. A small man came up to them. Simmons explained that they were his family and that they were from New York. The small let them through. That night after escaping the police, Sam and Mikalea were at the balcony outside. Sam noticed Orion's belt pointing to the dunes. Sam went inside to get Simmons and Leo.

Simmons and Leo were sleeping next to each other. Sam woke them up and brought them outside. He pointed to Orion's belt.

"I figured it out. Orion's belt is also known as the three kings," said Sam.

"And over there is known as the Dagger's Tip," said Simmons.

At an old palace-looking room, Leo said that there was nothing there. The twins were fighting about stuff. They hit a wall, cracking it to reveal metal with Cybertronian writing.

"Bumblebee, blast the wall," Sam instructed.

Bumblebee blasted the wall, making an entrance. Sam and the others walked inside. Sam found the Matrix of Leadership to bring back Optimus to defeat the Fallen. When Sam picked it up, it turned to dust.

"Thousands of years turned to dust," said Simmons.

Sam took off his sock and began to gather the dust. Simmons and Leo left when they heard engines of military vehicles. Sam and Mikalea ran up to the others.

"Do you think that pixie dust will do?" asked Simmons.

"Ya I do," said Sam.

Hours before Same retrieved the Matrix, Azure was visiting her father's grave. She looked out at the sun set.

"Dad, I want you back so much," said Azure. "I don't know if I can do this. You were always there for me, and now you're not."

"Azure, Lennox just recieved a message that can help our current problem," said Ironhide over the com link.

"What is it?" asked Azure.

"Sam wants us to bring Optimus' body to Egypt. He may have a way to bring him back to life," said Ironhide.

"I'll be there soon with the body," said Azure closing the com link. "Soon dad, we will have you back with us."

The army dropped Optimus' body into a small town. They covered the body with the parachutes. Azure stood with Ironhide next to the body. Megatron and his Decepticons appeared with the Fallen after Devestator uncovered the machine used to destroy suns for Energon. Sam was on the ground next to Optimus. The medical team tried to bring Sam back. Sam was facing the orignial Primes that Optimus had desended from. They began to speak.

"We have been watching you," one spoke.

"You have been friends with our last desendent and his desendent," said another.

"Return now and use the Matrix," they said in a blinding flash of light.

The Matrix was restored to its shape. Sam plunged the Matrix into Optimus chest. Nothing happened to the body. Sam tried again and agian. Nothing happened and Sam looked disappointed.

"Why isn't this working?" asked Sam.

"Let me try," said Azure.

She took the Matrix and put it into Optimus' chest. Optimus' spark reignited aand he got up in a jolt. He looked at Azure and smiled. She smiled back with tears of joy in her optics. The Fallen suddenly pinned Optimus to the ground. He reached into the leader's chest, took the Matrix, and went toward the Star Harvester. Optimus groaned as he tried to het up. Jetfire looked at Optimus.

"A living Prime," said Jetfire. "Never in my life have I done anything worth doing. Take my parts and fulfil your destiny."

Jetfire shoved his hand into his wound that Scorponok made, and ripped out his spark. Jolt and Ratchet jumped Optimus and Jetfire's parts went onto him. Optimus flew toward the Fallen and Megatron. The two landed in the city as Optimus knocked them down. The Fallen, Megatron, and Optimus fought with skill. Optimus blasted half of Megatron's head, then stabbed the Fallen with his own spear. he tore off the Fallen's fave and stabbed his hand through his back and out his chest with the Fallen's spark with his hand.

"I claim your spark," said Optimus crushing the spark.

"No," whispered Megatron as he watched the Fallen's body fall.

"I rise, you fall," Optimus finished.

Megatron took the Fallen's spear and snuck up behind Optimus. He stabbed the spear through Optimus right side and stomach. Optimus cried out in pain. Megatron and Starscream retreated before they could be attacked. Azure ran toward her father once she heard him cry out. Optimus fell to his knees then faceplanted. Energon leaked out onto the sand. Azure turned Optimus onto his back and rested his head on her laps. Azure called to Ratchet over to her position.

Ratchet did an exam on the wound. It was critical, but not fatal. Optimus was breathing slowly. Ratchet began to work swiftly to ensure that Optimus would live. The medic injected some Energon into Optimus. The leader got up and took off the extra armor. The other Autobots showed up. Ironhide went to Azure and kissed her gently. Azure looked at Ironhide and went to Optimus, and hugged him.

"I missed you so much dad," whispered Azure.

"I missed you too sweetspark," whispered Optimus while hugging her back.

"Promise not to ever leave me again until I'm ready to lead?" asked Azure.

"Promise," said Optimus still hugging her. "Autobots transform and roll for home."

Azure and Ironhide were next to each other on the cargo boat. Optimus was close by, watching over them. He sent a private message to Ironhide.

"You're in love with my daughter?" Optimus sent. "You have better keep her safe if you want to keep her."

"I will sir," Ironhide replied. "I will risk my own spark for her."

Optimus didn't reply back. He knew that Ironhide would keep her safe. He turned to Sam and bent down to see him.

"Sam, I want to thank you for saving my life," said Optimus.

"It was also Azure that saved your life too," Sam reminded him.

"Indeed, but you were the one that took a great risk in retrieving the Matrix of Leadership," said Optimus.

"Well that's what friends are for. They help each other out," said Sam looking over at Azure and Ironhide. "Ironhide's a lucky man. He told me that he loves her. When Azure first came to Earth with Sideswipe and the other, Ironhide could not take his eyes off her."

"I was unaware of his ways since her arrival," said Optimus.

"What happened to her mother?" Sam asked all the sudden.

"She died during the war on Cybertron. Her name was Silverstorm," said Optimus. "We met during the middle of the war. Together we created Azure, but sadly I could not by there to see her born due to my duties as a leader. When Azure was 9, Megatron found out that she was my daughter. He sent Soundwave to kill Silverstorm. I sent Azure and the others off of Cybertron for her own pertection. Now she is back with me and has already found her mate."

Ironhide and Azure looked at the sun set. Ironhide put his arm around Azure's shoulder. Azure leaned closer to him. Optimus watched this action of the two.

"I love you," said Azure.

"I love you too," said Ironhide.