Disclaimer: Well, here's the next chapter of my retelling, I guess we should call it that now. Still, as per usual, I don't the rights to Transformers.

Chapter IX

Oregon Mountains
11:26 hrs.

"Silverbolt to Ultra Magnus, we've located the shuttle crash site."

The Aerialbots were airborne among the mountains, half a mile from the city. That was where the formerly hijacked shuttle crashed. Ultra Magnus soon responded, "Copy that, Silverbolt. Hotspot's headed your way with Blades and First Aid. Keep us posted on whatever you find."

Autobot City was mostly silent following the siege by the Decepticons. That wasn't to say all was well. Ultra Magnus knew that. That was why he was coordinating the recovery efforts. That was why the Aerialbots were investigating the shuttle wreck. With any luck, apparently a common theme these days, the Decepticons wouldn't attempt a second siege any time soon. That was the hope, Magnus thought. The Autobots simply couldn't afford to endure another assault. Especially with Optimus Prime currently…

"Magnus!" Silverbolt called in.

"What is it, Silverbolt?" Magnus said.

"Is Skyfire fit to help us with the search?" Silverbolt asked.

Ultra Magnus fell silent for a few moments and then said, "From what Wheeljack told me, Skyfire sustained worse damage than was originally feared."

"What about Optimus?" Silverbolt asked.

Again, Ultra Magnus fell silent, longer this time. The damage to Skyfire was bad. The damage to the city was bad. But Optimus Prime. When he saw the damage done to Optimus after the brawl with Megatron, Ultra Magnus didn't know any way to describe it. How did one accurately describe such excessively heavy damage? And how would Magnus be able to explain away something that happened to one of his oldest friends? Soon Magnus returned to reality when he realized that Silverbolt was waiting on an answer.

"Kup and Perceptor are assessing Prime's condition as we speak," Ultra Magnus said. "When we know, you'll know."

"Understood! Silverbolt out!"

With that, Ultra Magnus ended his long distance communication with the Aerialbot leader. Now came the more emotionally taxing part; coordinating the recovery effort of the city. Many Autobots were killed during the siege. Many Decepticons too. Autobot casualties however seemed to outnumber those of the Decepticons. Ultra Magnus felt his Spark sink at the reality of it all. A lot of the fallen Autobots were his friends; Optimus Prime included and Optimus was hanging on to life by the proverbial threat. So went the human term, Magnus thought. He assumed vehicle form and rumbled throughout the ruined city. Ultra Magnus opted to meet up with Springer at the northeastern plaza, where the siege initially started. The terrain between the plaza and Magnus's current position was moderately mangled; the street remained intact for the most part but was no less treacherous even before the attack. The price one pays for assuming the form of a car transport, Ultra Magnus thought. Soon enough, he located Springer with Blur and Breakaway. And a number of bodies belonging to dead Autobots. Magnus reassumed robot form and only then did he take in the full, harrowing view of lost Autobot brethren. He recognized each and every one of them; Red Alert, Warpath, Inferno, Powerglide, Windcharger, Smokescreen and Huffer. Who knew how many more Autobots lost their lives. That was what Springer thought when he saw Ultra Magnus approaching.

"Springer," Ultra Magnus said. "Is this the full body count, or just the tip of the iceberg?"

Springer sighed, "I vote tip of the iceberg. All ready got confirmation of a couple deaths at Headquarters; Trailbreaker and Beachcomber."

"Silverbolt and company just located the hijacked shuttle, so chances are we're going to hear more names on the list." Ultra Magnus said.

"I can't wait." Springer sarcastically said.

"Dead-Autobots-in-the city. Dead-Autobots-at-Headquarters. Dead-Autobots-in-crashed-shuttle. Dead-Autobots-everywhere. I-can't-take-it. I-think-I'm-gonna-go-into-stasis-lock."

"Blur, Blur, relax," Ultra Magnus said, his tone sharp enough to calm Blur down. "Go help Blaster. He's still trying to reestablish communication with Moon Base One."

"Yeah-yeah-sure. I-can-do-that," Blur said in his usually, hyperactive speech. "Anything-to-get-away-from-the-dead-bots." With that, Blur assumed vehicle form and raced off.

Breakaway watched Blur leave, sneering. Not because of some form of cowardice on Blur's part, but because he now wanted payback against the Decepticons. For himself and for his brethren. Breakaway was the youngest among the group of survivors and as such, was often impetuous and reckless. Ultra Magnus saw much of this nature in the suddenly wayward Hotrod, who hadn't been seen since the end of the siege. Arcee and Daniel were searching the city for him. Ultra Magnus returned his thoughts to Breakaway, who was now adjusting his rifle.

"Why'd we let the Decepticons get away," Breakaway asked. "We should've went after them, make 'em regret ever attacking the city."

"That wouldn't be a smart move, Breakaway," Springer said, "Even if we did, the Decepticons would still outnumber us even with the losses they've taken."

"Exactly why we should strike back now, Springer," Breakaway persisted. "Megatron's one of the 'cons bashed half to death. I say we return the favor right now."

"That enough, both of you," Ultra Magnus said. "Until we get the final say on Prime's condition, I'm in charge and my opinion is the one that matters. We're not to risk any kind of counterattack until further notice. Is that clear?"

"But Ultra Magnus…" Breakaway started to say.

"Is that clear, Breakaway?" Ultra Magnus repeated with extra intensity.

Breakaway finally went silent but his gaze remained fixed on Ultra Magnus. That faltered soon enough. "Yes sir!"

Arcee rolled through the hallowed halls of the city's inner structure. Daniel sat in the driver's seat and feigned the image of driving the pink and while car. Their search was for Hotrod, but they could see several Autobots tending to the wounded or salvaging the stasis locked. Grapple, Hoist and Pipes were the most prominent figures and the Protectobots, Groove and Streetwise assisted in the effort. The quintet of Autobots noticed Arcee and just as quickly made note of Daniel in the driver's seat. The sight was amusing, considering Daniel was only fifteen; a year off from attempting to get his Driver's License. Still, the sight lightened the mood, if only for so long anyway. So Arcee rolled onward with Daniel in search of Hotrod. Arcee herself was greatly concerned. She saw the state of Hotrod, the look in his optics as he cradled the husk of Optimus Prime in his arms. It was a look of despair combined with anger, directed at both the Decepticons and himself.

"Arcee," said Daniel. "You okay?"

"Honestly, I'm worried about Hotrod," Arcee said. "I think he feels responsible for Prime's condition, and now he doesn't want to face the consequences of his actions."

"Can't say that I blame him," Daniel said. "Maybe he drove back up to the mountains."

"Maybe, but I want see if he's still in the city first." Arcee said, with a concern in her tone that Daniel noticed right away.

"You really are worried about him, aren't you?"

Arcee slowed to a stop and said, "Of course. Why wouldn't I be?"

"I'm just saying." Daniel tried to finish the conversation.

It worked. Arcee continued on through the infrastructure of the ruined city. Twenty minutes passed. Hotrod was here somewhere. Arcee knew it, because she cared about Hotrod more than she'd let on. Daniel might've known it too, and to his credit he didn't press the issue. But then he saw movement inside a brightly lit room. On instinct, Daniel slammed down on the brakes and Arcee jerked to a stop. Daniel hopped out of the car and allowed Arcee to assume robot form. Silently, they peered into the room and sure enough, Hotrod was there. He was seated at Optimus Prime's bedside, his hands clasped together and deep in thought. Kup was standing not far from Hotrod at a console, and Perceptor was in alt-form assessing the damage. Daniel entered the infirmary, followed by Arcee.

"Hey buddy! We were looking for you." Daniel said while trying to cheer up Hotrod.

Without looking at the tiny human, Hotrod said, "You found me."

Arcee saw how badly damaged Prime was and asked Kup, "How is Optimus doing, Kup?"

Kup sighed and turned to Arcee, "I ain't a doctor by any stretch of the imagination, Arcee, but it's pretty bad. Listen, you kids go find something to do. Perceptor and I can take it from here. We'll let you know if anything changes."

Hotrod wasn't listening. Instead he inched closer to Optimus Prime and took his hand in his own. "Prime, I…" before he could finish, Kup rested his hand on Hotrod's shoulder.

"You should go now, lad." he said.

Hotrod couldn't bring himself to argue further. He stood up and walked passed Arcee and out the passageway. Arcee and Daniel followed. As soon as they were in the hall, Hotrod slammed his fist into the wall. This action left a dent, as if there weren't enough dents and scorch marks around the city already. It did project a deafening sound that alerted anyone close enough to hear. Arcee and Daniel most certainly heard. Then Hotrod hit the wall again, this time harder. And again. And again. And again. Finally, Hotrod slammed both fists into the dent and left a considerably large depression, and then Hotrod sank his knees. Arcee simply stood by; Daniel hid behind her. Better to let him vent, Arcee reasoned.

"It's my fault!" Hotrod finally said.

Arcee tried to reason with Hotrod. "It's not your fault, Hotrod."

"Yes it is, Arcee," Hotrod said as he touched the Autobot insignia in his chassis. "I've got no right to call myself an Autobot. No right!"

And suddenly, Arcee was unsure of what else to say.

The Aerialbots rummaged through the wreckage of the crashed shuttle which the Decepticons hijacked only a day prior. As to be expected, it was a mess in and around. Broken glass from the view ports and monitors littered the floor. Scorch marks appeared in places that it was likely to assume that Devastator didn't have places. The most harrowing of it all; the remains of the dead Autobot crew. Most, if not, all of them were nearly unrecognizable, indistinguishable. Bits and pieces of them were strewn all over. Fireflight realized this when he found a large chunk of red and/or faded armor. He'd recognize it anywhere.

"Man, I think this was Ironhide." he said.

From across the cockpit, Air Raid said, "I think this was, too," Apparently, Air Raid found another piece of the now deceased Ironhide. "Silverbolt, I think this is a lost cause, and it making me sick me afterburners."

"I don't like to agree to agree with you, Air Raid, but you may be right," Silverbolt said. "Let's make another sweep for survivors and then we'll…"

Before Silverbolt, Sky Dive called out, "Silverbolt, we've got a survivor here."

"That was fast!" Air Raid joked.

Silverbolt rushed to where Sky Dive and Slingshot were searching. There was movement under some debris and the Aerialbots worked fast to remove it. A steel hand reached out and Silverbolt caught it. Despite the heavy scorch mark and twisted metal, there was no mistaking that it was none other than Brawn. Silverbolt pulled Brawn out as hard as he could without injuring him further, and soon Sky Dive helped. Brawn was obviously badly damage around the shoulder and burned, but alive.

"Radio Hotspot! Tell him we need immediate evac," Silverbolt said and turned to his wounded brethren. "Hold on, Brawn. We're going to get you out of here."

Brawn was coughing up oil but was able to smile. "Dammit to the Pit! I never thought I'd be happy see your ugly face, Silverbolt."

Silverbolt chuckled, "Yeah, keep talking Brawn!"

Minutes later back at Autobot City, Ultra Magnus stormed through the halls toward the infirmary. "Ultra Magnus to Blaster, what's the status of our communications?"

"Happy to say it loud and proud; communications with the Moon Bases is back up, even though it's a bit garbled. I also got confirmation from Silverbolt about a survivor from the shuttle crash site. He says it's Brawn." Blaster said from the tower.

"The first bit of good news I've heard all morning," Ultra Magnus said. "Anything else, Blaster?"

"The Moon Base crews wanna know the current status of Optimus. What should I tell them?" Blaster said.

"Tell them to stand by," Ultra Magnus said moments before he reached the infirmary. Kup was still monitoring Prime's life signs, while Hotrod, Arcee, Daniel and Perceptor stood around his bedside, heads lowered. "Perceptor?" Ultra Magnus said.

Breakaway and Springer entered the infirmary as Perceptor looked solemnly at Ultra Magnus. "I'm sorry, Ultra Magnus, but I'm afraid the wounds are fatal."

Fatal. That was the last thing Ultra Magnus; the last thing anyone wanted to hear. "He can't die like this," Daniel said. "Prime, you can't die."

Hotrod could attest to what Daniel was saying as he leaned over Optimus Prime. "Optimus, I… there's nothing I could possibly say to make this right. I'd give my Spark to change what I've done. I'm so, so sorry."

For the time since the battle with Megatron, Optimus Prime spoke. "Hotrod… you have nothing for which to apologize. Had the rolls been reversed, I'd have done the same. In the end, you've done the right thing."

"It doesn't feel like the right thing." Hotrod muttered quiet enough so only Optimus could hear.

"My time has short," Optimus Prime said weakly. "Do not grieve for me my friends, for soon, I shall become one with the Matrix of Leadership," There was confusion among the gathered Autobots as Optimus continued. "The last piece of the core of Cybertron, and the very essence of Primus himself; this I pass on to you, Ultra Magnus as it was passed on to me."

Ultra Magnus stepped forward and took Prime's hand in his own. "Optimus, I can't accept such a heavy burden of leadership. I'm only a soldier and I'm not worthy of carrying this responsibility."

With the loss of his faceplate, Optimus Prime smiled weakly, which was the first time anyone had clearly seen such a gesture. "Nor was I worthy at first, my friend; my brother. But there will come a time when one Autobot will rise to claim the Matrix and use it to light our darkest hour and finally mark the end of the Great War."

Ultra Magnus was too silent to say a word, as were the other Autobots. Weakly, Optimus Prime reached to his chest. Every movement was in itself an agonizing struggle just to keep his arms from shaking. In time though, the fallen hero's chest was opened. First, two panels that made the up the image of Prime alt mode swayed to either side, and then a single panel swayed straight up. Then came the most blindingly beautiful ray of light that any Transformer, be it Autobot or Decepticon or anything in between, beheld. The Autobots in attendance had to shield their optic from the light before it receded. Soon the Matrix of Leadership was full view; a radiant blue jewel within a golden, spherical exterior. The golden exterior was scored with ancient runic script, impossible to decipher yet it was likely to date all the way back to the Thirteen Original Primes.

"By the name of Primus himself." Kup whispered.

Having not heard Kup, Ultra Magnus stepped forward as Prime reached for the Matrix. "Optimus I beg of you; don't leave us."

Optimus Prime heeded Ultra Magnus not as he attempted to pass the Matrix. "May Primus watch over you all, come the day… 'Til all are one."

And then the Matrix fell from Prime's hands. Ultra Magnus instinctively moved to grab it, as did Kup and Arcee and Hotrod. In the end, the Matrix was resting within the un-waiting, un-wanting hands of Hotrod. The first thing Hotrod expected to happen was for the entire city to explode, and then Earth and then for the shockwave to travel all the way to Cybertron. Nothing came of that scenario. Only a minor yet beautiful gleam of light shown from the blue jewel of Matrix. It was almost mesmerizing to Hotrod but he ultimately relinquished the Matrix to Ultra Magnus. Ultra Magnus, who was understandably reluctant to take up the mantle of leadership, took the Matrix. It blue glow never ceased for more than a nanosecond. Ultra Magnus opened a compartment in his chest in which to keep the Matrix, but his gaze first rested on Optimus Prime. Ultra Magnus soon placed the Matrix inside the compartment and it closed. And yet, it felt like he was stealing the Matrix from his friend; his brother. Then all in attendance gathered around Optimus Prime as his blue optics rapidly flickered and began to slow in frequency. From his point of view, Optimus Prime could only barely see those around him, and as he began to fade away, a voice was heard from within.

"It is time to come home, Optimus Prime." the voice said, intimidating yet soothing.

Optimus Prime felt at peace at last, as the voice seemed familiar to him. "Primus!"

And then there was nothing. Optimus Prime's optics flickered for the final time and finally dimmed completely. The mourners gathered closer and each had a different but no less Spark diminishing expression. Hotrod held Arcee close, where as Arcee would turn her face away. Kup saluted his fallen leader as any veteran soldier would do. Springer, Perceptor and Breakaway exchanged glances of harrowing silence and said nothing. Of all of them, Daniel finally broke into tears but tried to hide it. Ultra Magnus stepped back to let his brethren mourn and pressed his finger to the side of his head.

"Blaster, send a message to the Moon Bases," he said solemnly. "Tell them…" he suddenly stalled.

"Tell 'em what," Blaster asked. "What's happening down there, Magnus?"

"Tell them… Optimus Prime has been lost." Ultra Magnus said and as he turned back around, he watched as Optimus Prime's body became gray as ash. Indeed it was; the Autobots' greatest hero was dead.

Watching from deep space, Unicron studied, recorded and analyzed all that had transpired on Earth. Within the hulking superstructure, millions of individual monitors lined that which was likely the Chaos Bringer's core. They played back the same image from different angles, the now deceased Optimus Prime passing the Matrix of Leadership to Ultra Magnus. This development was most distressing, but Unicron remained reserved. The time was fast approaching, as was the arrival of his herald. And that herald, Unicron was certain of this, would do his bidding. Whether he liked it or not.

Author's note: To be perfectly honest, I felt pretty saddened as I was writing this. Had to be done though. This whole chapter was all about the passing of Optimus Prime but I didn't want to go directly into that scene. Hence the scene with the Aerialbots arriving at the crashed shuttle. I also have plans for Skyfire, since he never technically appeared in Season 3. I won't get into the details as of yet but you're more than welcome to speculate.

Let me know how I'm going so far and I'll be back with more. See Ya!