After watching "Orion Pax, part 1" and hearing Optimus vowing to stop Ratchet no matter what. I just had to write this, but alas, the idea in my head contradicted with parts of the next 2 episodes. I decided to write it anyway as I planned and lable it AU (which is why Orion is OOC). Honestly, I'm a bit dissappointed in how they played Optimus-now-Orion Pax. I was hoping, it would span more than 3 episodes, and make Orion act like a Decepticon and maybe coming into conflict with his Autobot teammates (in his quest to stop "Warlord Rathcet") and having to fight them, possibly doing some serious damage to them, but it didn't happen. Oh well.

Disclaimer: I don't own the cartoon

How did this happen? Ratchet thought as he intently watched the battle ready Optimus Prime – no – Orion Pax, who glared at Ratchet with such hostility that it bordered hatred. Ratchet was ten miles away from base, inspecting a Decepticon energon source since only he was at base (and it wasn't too far of a drive), and therefore, he was the only one to go on the scouting mission. Ratchet was hoping there might be some Vehicons whom he could interrogate and demand to know where his leader was. He never expected Optimus to be here.

"Orion, please! Listen to me. You're not a Decepticon. Megatron has been lying to you," Ratchet pleaded, calling Optimus by his old name because he didn't want to inflame him any further. He did not want to fight Optimus.

"You lie!" Orion spitted venomously. "You kept me captive while you destroyed Cybertron. I vowed to Lord Megatron stop you and the Autobots at whatever cost, and now that you're here, that's exactly what I will do now."

Orion, with his sword drawn out, charged at Ratchet. Ratchet drew out his own set of swords and used them to deflect Optimus's attacks. Optimus was a great fighter better than Ratchet, but as Orion, although skilled, he didn't have the power that Optimus had, making Orion an equal match to Ratchet, but Ratchet refused to attack his leader.

His best friend

Next to Megatron, Ratchet was Optimus's closest friend. He met Optimus when he was still Orion at the High Council. Ratchet was a politician back then he was a young politician who often kept the peace between Orion and the High Council. Ratchet was impressed with the young bot's ideals and sought to hear more of what Orion believed it which led to many conversations and friendly debates. Ratchet encouraged Orion to nonviolently pursue his beliefs and stand his ground against those who seek to denounce him. Pretty soon, Ratchet and Orion bonded and became good friends, but it was Megatron's betrayal that really sealed the bond.

Orion sat on the floor in the corner of his room shrouded in the darkness. If sorrow could put out sparks than Orion would have been offlined a while ago.

"He's really gone, isn't he?" a somber Orion said to Ratchet without looking up at him.

"He isn't gone, 's in Kaon," Ratchet said to cheer him up. Megatron was like an older brother to Orion.

"I know that, but the uncorrupted Megatron, the one that was like a brother to me, is gone."

Ratchet looked down, and sadly replied, "Yes, he's gone."

"Ratchet?"

"Yeah?"

"Please don't ever leave me or betray me or whatever. You're the only true friend I have left." If Transformers could cry, then tears would be trickling out of Orion's optics.

Ratchet offered a hand. "I promise, best friend."

Optimus drew out his ion-cannon and began blasting at Ratchet. Ratchet quickly maneuvered out of the way and dodged the blasts. "Please, Orion, please try and remember!"

Orion didn't listen. "You made a promise to me, remember?"

Ratchet only nodded.

"You promised you wouldn't betray me, and you did. You, the Autobots, and the High Council lied to me about Lord Megatron's so-called betrayal and made it out to be as if he and his Decepticons were evil. Slag you, Ratchet!" Orion yelled and fired. Never before had he felt such rage over the betrayal of one of his closest friends. The rage overcame him, blinded him.

"Orion, I would never do that to you!" Ratchet yelled back while dodging more ion blasts. Thunder rolled overhead.

Orion wouldn't hear of it as he charged at Ratchet full speed, tackled Ratchet, and pinned him on the ground. The thunder screamed overhead, and the rage, hurt, and hatred could be seen glowing on Orion's optics. Ratchet swore that they were almost blood red. Orion drew out his sword.

"I'm gonna end this once and for all," Orion said menacingly and determinedly.

Ratchet could feel the bulk of Orion's weight on him. Orion was twice Ratchet's size and just as heavy. Ratchet couldn't just free himself by twisting and turning his body. The only way to save himself was to injure or kill Orion.

Kill

Kill his leader, his best friend

Ratchet couldn't do it. He just couldn't hurt his best friend even if he was currently being fed lies to and now wanted to kill him. He and Optimus had been through so much together. All the sorrows, the debates, the fights, teamwork, laughs, joys, friendship. Everything. Ratchet just couldn't bring himself to kill or injure Optimus. It was…impossible. Unthinkable! And besides, the Autobots need Optimus more than they need him. Orion brought down the sword, and Ratchet whispered, "Goodbye, old friend." It was so soft and quiet that not even Orion could hear it.

The sword ripped through Ratchet's body where his spark is, cruelly ripping apart metal. Energon bled all over, and Ratchet's spark - where he held his – friendship with Optimus – dimmed.

"It is done," Orion simply said, not realizing the grave mistake he had just committed. Orion retransformed his sword into his hand and walked away, leaving Ratchet to die. Somewhere in the distance, Ratchet hear the opening and quick closing of a Groundbridge, realizing that some Decepticon had groundbridged Orion back to the Nemesis.

Rain began to fall from the sky, and a large puddle of energon formed around Ratchet. Water mixed with energon, and thunder protested its anger in the sky. Ratchet could do nothing but listen to the thunder's anger and slowly and painfull die as he did not have the energy to comlink anyone, and there was no one back at base. Ratchet was left to die alone.

And the irony was bitter, hard-to-swallow, and tragic, but in a way, righteous if it meant that Ratchet didn't have to kill Orion.

"Oh, Optimus," Ratchet wailed, "I'm so sorry that I'm leaving you. I'm so sorry that I couldn't restore your memories and bring you home. I'm so sorry, old friend."

One last outcry from thunder, and Ratchet died.

Was it emotionally heartbreaking enough? Did I get their friendship spot on?