Optimus watched the being that had been formed from three races, three very unique races all rolled into one, red-skinned body. That was...unusual.

"I feel he is hungering for his family." The male looked at Optimus. "You carried his spark?"

"I did."

"And you sired it?"

"Accidentally," Megatron growled lowly.

He nodded. "I do not judge. I think you and Optimus should go and meet with your creation. He is dying, slowly, painfully..."

Optimus whimpered. He hated hearing that something was dying. Megatron didn't mind, it seemed. He only shrugged his shoulders before Optimus grabbed him.

"We have to go now."

"Calm down, Optimus..." Megatron stared down at him, holding his servos up. "We don't even know where he is."

"I do," the being said. He gave them coordinates, and he watched the carrier take off with the sire in tow.

The Avengers looked at him. "Should we go with?" Natasha asked.

Arcee got ready to transform, but the being stopped her.

"Let them do this by themselves. If they need help, they will comm for it."

ooo

Ultron laid down on his side, watching the last of his clones work on the doomsday device that wasn't going to get finished. He whined softly in pain. There was something wrong with him, something that kept getting worse and worse the longer, he thought, he was apart from his creators.

They arrived then, as if on cue. He tried to rise up, but he couldn't. His legs wouldn't work right.

"Ultron!" Optimus was held back by Megatron, who glared down at the weak little thing. "Let me hold him..."

"No, Optimus. He is dying. We are too late."

That made anger surge through his frame. They were so close. They could touch him if they only tried. But no, they were too proud to touch the mistake!

The anger fueled him and he tore free of his dying form like a butterfly from a cocoon. He grabbed his sire by the throat and shook him, laughing at his sire's helpless face.

"Look at you, so weak, so pathetic," Ultron cooed. "And you, carrier, sobbing and whimpering like a little femme. No wonder you are second in everything you do."

Optimus flinched and backed away, his optics wide.

"Waste of metal, isn't that what you called him, sire? The day after I was created? I remember hearing that while carrier was sleeping. Waste of metal. Only good for one thing, and that is his pretty valve." Ultron smirked. "That is why you must die, the both of you. Megatron is haughty and selfish and you, carrier, are too weak to even be called a strutted organism."

Optimus stared at his creation for a long time, Megatron growling angrily even though he was being held off his pedes by his creation by the neck.

Ultron threw Megatron at Optimus and laughed when the two mechs tumbled together. "Your love-hate relationship is better than your romantic one!"

Megatron looked at Optimus, who was staring at the floor with his shoulders down. The warlord sighed and curled his digits through his former mate's, urging him to his pedes. Optimus stood and leaned into Megatron for support.

Ultron backed up, staring at their servos. He didn't understand...

"You may be right, Ultron, but that doesn't mean anything. I'm not perfect, and neither is Optimus. That's why we have each other, to complete us and balance out the negatives to make room for the positives, and you, Ultron, were a positive."

Ultron blinked at his sire, his mouth open a fraction. His vocodor shorted out and he fell to his knee struts, staring at the ground. The last of his clones died and the great machine that had been the world's cleanser was incomplete, would never be complete in time. He looked up at them, and was face-to-face with his sire's cannon.

"But you must die now, dear Ultron..." Megatron watched his creation with dim optics.

He began to cry. "I was supposed to be beautiful and you made me look ugly. I was supposed to save the world. I wanted to make you guys proud...see?" He reached for his sire, hoping to reach him. "Daddy?"

Megatron stiffened only for a moment, and then the room exploded with light and sound. Ultron slumped to the ground and the warlord let Optimus run to his helmless creation.

"You killed him!"

"He was going to kill the Earth. I had no choice."

Optimus buried his face into his creation's armor, whining quietly. "But we still have each other...?"

"Optimus, I lied to get him to back down. I never loved you." Megatron walked out of the room then, forcing his optics clear and his spinal strut straight. He commed the Decepticons. It is done. Let us return and rebuild the Nemesis.

The Autobots and Avengers found Optimus, and they gathered around him and Ultron.

"All that, to be ended like this?" Bulkhead shook his helm. "Very anticlimactic."

Arcee elbowed him. "Perhaps for you, but not for him or Megatron."

Natasha looked around. "Where is he, anyway?"

"Probably slunk back into his hole. The truce is over now that Ultron is dead." Tony shook himself, sighing. "Sorry, Optimus..."

The Prime said nothing, but he drew himself to his knees as he looked down at the body. "Mm."

"Let us give him some space," Ultra Magnus said. "And get you all back to Fury before he starts to worry." He looked down at the Avengers. "If you need anything, do not hesitate to comm us for help."

"We won't," Steve promised and he led the Avengers out.

Arcee hauled Optimus to his pedes, with more help from Optimus than with her own strength. "Come on, Prime. Let's get you to lay down, huh?"

"The Avengers?"

"They're going home. We all are."

He nodded slowly and Ratchet Bridged them back to base.

The Autobots laid down in the MedBay and let the medic examine them when he pressured them. He fussed over his team, and they slowly relaxed under his servos.

Had to get this done. This has been bugging me for ages XD I needed to get this done so I can work on other...stuff. I think I'm going to focus on the fics that I didn't finish, like Conceived and stuff like that.. XD Sorry about the sucky ending XD