Sam jumped in between Bumblebee and Optimus, standing on the Prime's chest. His bracelet turned into a sword and blocked Bumblebee's attack.

Sam looked at the sword in surprise. A wish come true.

Bumblebee swung his sword again, and Sam blocked again. He looked up at his former guardian Autobot. Sadness came over him as he continued to block attacks. Bumblebee had once been a funny, reliable robot. Now he was being controlled. Quintessa had turned him into a weapon of war. Into another Megatron, but without his own mind to think with. Poor Bee.

After failing a few attempts at attack, the yellow mech turned and went off in Ratchet's direction. Not Ratchet too!

*X*

Ratchet watched as the controlled mech came towards him. He scrambled to his feet, turning his hands into saws and spinning them. In one last attempt to regain his friend, he said, "Don't do this, Bee!"

Bumblebee didn't react to the words, but kept coming.

"Very well then, old friend." Ratchet felt sorrow spread through his circuits.

Bee suddenly charged at Ratchet, who barely dodged it. The green medic spun around and attacked back. His saw connected with Bumblebee's right shoulder, splattering energon everywhere. The smaller mech groaned and launched another attack on the medic, the sword's handle hitting him in the side of the face.

"Ouch." Ratchet grumbled, kicking Bee in the chin in return. "Snap out of it!"

The yellow mech was faster than Ratchet was. He blocked almost all of the medic's attacks and made it almost impossible for Ratchet to block. He punched the green bot in the face, making him stagger and fall onto his back.

"Hey!" Sam shouted from where he stood by Optimus. "Over here!"

Bumblebee whirled around and looked in the human's direction. Before he headed that way, however, he attacked Ratchet a couple more times. The medic ended up lying on the ground missing an optic and almost unable to move.

*X*

Bumblebee watched from his eyes as Quintessa made him turn and start marching towards Sam and Optimus. He found that he could talk to Quintessa in his mind.

'Don't make me kill them!' He pleaded. 'Please!'

'You had a choice when you shot me.' She retorted.

'One is dead already, isn't that enough?' He asked with desperation in his mind.

'No.'

Anger joined in with his desperation. He tried, but still could not fight back. Her power on his frame and mind was overwhelming.

He reached Sam and Optimus. "Time for you to die." The words harshly burst from his mouth. He swung the sword and knocked it from Sam's arms. It ended up stabbing into Optimus' stomach. The great Autobot leader let out a cry of pain. Sam took the sword out of him, a worried expression on his face. He turned to face Bee.

"Stop it, Bee! You have to fight her!" Sam was as desperate as Bee felt.

The yellow mech forced all of his effort into fighting Quintessa.

*X*

Sam looked up at the yellow mech before him. Suddenly, his optics started flickering between blue and purple.

"Fight her, Bee!" He screamed again.

"I..can't." The bot's true words and feelings poured into those words. It was desperation, sadness, and worry. "I..am…trying…Sam. Ru-run!"

His optics stopped flickering and went straight back to purple.

*X*

The sparkbroken Bumblebee watched as Quintessa made him punch himself in the gut. He let out a groan, which apparently reached outside of his body.

"Fight her! You can do it!"

Bee used Sam's words as strength to fuel his efforts of driving Quintessa out. He gained control for a few seconds, falling to one knee. He groaned. "Run, Sam!"

The boy shook his head. "I'm not leaving you."

"Just…listen to me, Sam." He sputtered. "You have to run. Run…before she makes me…kill you."

"Just keep fighting her, block her out." Sam said.

"I can't…for much longer." Bee's head began to hurt from the effort of blocking Quintessa out.

'Stop, Quintessa!' He pleaded again. 'Stay out of me!'

'Never.' She snarled. 'Foolish Transformer!'

"You can do it, Bee." Sam looked the Autobot right in the eye. "I believe in you. You can do it."

*X*

Sam was falling apart on the inside. Bee has to fight her out. Sam cried, "Come on!"

Bee's optics began flickering again.

"You got this, Bee!" He screamed it.

Bumblebee's optics turned purple and stopped flickering. The controlled mech seemed to glare at him. Bee aimed the sword at Sam, ready for another attack.

"Fight her!" Sam screamed. "Fight her, Bee!"

"The only one I'm fighting today is you fools." The harsh voice came again. "Prepare to die this time!"

Bumblebee charged…

*X*

All Optimus felt was immense pain. He just laid there, optics closed and listening to what was going on. Quintessa was very powerful, that's for sure.

The Prime forced his optics open just in time to see Ratchet charge into Bumblebee and the two mechs go toppling over. Pain overwhelmed him and he closed his optics once more, listening to the clanging of metal and grunts of pain.

*X*

Bumblebee didn't know what to do. He couldn't stop Quintessa. She had a strong grip of control on him.

He smacked Ratchet away and whacked at Sam, who blocked with the sword. He was proud of the boy's courage and bravery through this emotional battle.

Bee knew that the Autobots only had to do two things to survive this battle; One, kill him. Two, kill Quintessa. No doubt about it. The yellow mech knew that had to be done no matter how upset they already were. More than one bot was going to die today…

*X*

Bee's optics turned blue again, but only for a brief moment. The words he said were shocking. "Sam, you have to kill me. She isn't…going to…stop. Kill…me!"

His optics turned purple again and the mech resumed his attack on Sam and the other two Autobots.

Samuel felt tears slide down his face. He couldn't kill Bumblebee. It wasn't going to happen. He loved Bee. He was a friend. He was family. He was his guardian.

The ground shook as it got hit in the battle. Sam flew off of Optimus. He looked up to see Bee towering over the Prime, sword ready to kill.

Sam heaved a sigh and prepared himself emotionally and physically. He knew what he had to do, but he didn't want to do it. He had to do it though, because there was no other choice.

Sam raised his sword and charged at Bumblebee.

*X*

Ratchet watched as Sam raced towards Bumblebee, sword raised and ready to defend the last Prime. What happened next was a blur to the medical officer:

Sam blocked a few attacks and attacked a few times himself. Bumblebee got a hit on Optimus' arm, making the Prime yell in pain. Sam put a lot of effort and strength into one particular attack, and the sword made contact with Bee's chest.

The yellow mech fell to the ground with a startled yelp. Energon poured from the wound. The mech grabbed his sword and swung again, collapsing after he missed awfully. An exhausted groan escaped Bee's lips and his optics returned to their natural blue color for the last time.

"Tha-Thank you, Sam. No one else dies today." His voice was quavering from effort of regaining his control and pain. "Autobots win again."

The mech's eyes turned purple and faded into an everlasting gray. Bumblebee was dead…forever.

Sam dropped the sword and fell to his knees beside him. The boy began to weep.

Ratchet felt himself sadder than ever before. He had watched Bee his whole life and had hoped that he would live longer than this.

"Rest in peace, Bumblebee." He murmured sadly. "Rest in peace."