Disclaimer: I do not own Transformers Hasbro do, I only own Kathy Carter, Stargazer and Gemstar. Kara Bennett belongs to DaemonicKitten; Tina Summers belongs to KittenWITHClaws, And Chelsea Winters belongs to OPTIMUSFan, Kate Latcher belongs to Ratchet's Sparkling and all used with permission by them.

Chapter 65

Kathy frowned, as pain erupted in her chest while blood trickled from the side of her mouth; and she collapsed to the ground. Kara, Chelsea, Kate and Tina turned to see Attinger and Savoy with nasty grins on their faces.

"No more interfering with our plans now," Savoy said with a sneer.

"No, come on Kat please be alright," begged Tina. "You can't do this please!" Tina screamed as Optimus turned seeing his mate on the ground bleeding badly; while pain erupted within his spark from her pain.

Optimus' anger shot through the roof; and he took his sword and sliced Lockdown completely in half.

"Kathy…!" Optimus exclaimed as he rushed over and transformed and used his holoform to get to her side.

Optimus gently ran a hand to her face; as all he could see was the awful blood which was pooling beneath her steadily. He saw the three bullet holes in her chest; she was struggling to speak to him. Optimus gathered her in his arms. "Ratchet…!" Optimus yelled as Ratchet was there within seconds.

Ratchet scanned her and the look on the medic's face scared Kara, Kate, Chelsea and Tina; because they were watching him after Optimus yelled for his assistance.

"L-Love…y-you…" she slurred as her head turned and her eyes closed; and her body went limp in his holoform's arms.

Optimus shook her a little not wanting to believe she had died.

"Kathleen, please no! You kept me going while a prisoner of Lockdown's; please do not leave me now!" Optimus pleaded. "Please," Optimus whispered as energon tears ran down his holoform's eyes.

Attinger and Savoy started to laugh and dared to mock the spark broken Autobot leader and Prime; which only added fuel to an already festering fire. Lennox and Epps were going to intervene until they saw the expressions on Megatron and Barricade's faces.

"He's a useless scrap heap; he won't do anything to us he's too honorable so they say." Attinger said as Megatron turned toward his broken brother.

Megatron's cowl blew in the wind; as his optics met Barricade's who had considered Kathy a friend.

"We aren't," Barricade and Megatron snarled as their weapons warmed; and they blasted both humans without batting an optic.

Megatron looked at Optimus; and knew his brother was lost now. He had truly loved this human femme; and now well now she was gone along with Optimus' sparkling she was carrying. It was silent now except for sobs from Optimus; Kara, Kate, Chelsea and Tina were crying just as hard as Optimus was.

Galvatron smirked from a distance; and enjoyed Optimus Prime's pain of losing his mate and sparkling. Optimus transformed and roared in pain; as he rammed a painful fist into Lockdown's ship which made a huge dent in it.

Galvatron had the seed and he wasn't giving it up, Optimus lost and when the time was right he would enslave his troublesome foe.

"Why was she sent to me only to be taken away from me like this, why Primus…?" Optimus demanded of Primus as he turned toward Kathy's body.

Optimus moved slowly as he saw Scalpel on top of her body.

"The sparkling is alive hurry we most remove sparkling; it can live on but must hurry!" Scalpel said as Ratchet acted quickly.

"The Seed, can't we use that to bring her back?" Kara asked her eyes pleaded with them now.

The others were silent; it was Shockwave who broke the silence.

"She is already offline it to the best of my knowledge only works one living organics; I am not sure what or if anything can be done logically to bring her back." Shockwave said. "I am sorry, Optimus." he added as Kara felt sick now she had just lost her best friend.

Kara heard a whining sound but thought it was a keening sound from Optimus; but when she glanced up it was Bumblebee and he was walking away with Stargazer in his servos and looked like he had his hand over his optics.

"Bumblebee, hold up," she said as she wiped her eyes.

Megatron watched Kara head for Bumblebee; but then he frowned and put a claw on his brother's armor.

"I am sorry, brother; I am truly sorry." Megatron said as he glanced down and saw the medics working feverishly to save the sparkling within her.

Xxxxxxx

Kara ran up to Bumblebee; she could see he was crying.

"Bumblebee, talk to me," Kara said still crying herself. "Please." she pleaded as Bumblebee turned to face her and scooped her up and went and sat down on the ground with his family in his servos.

"I failed my adopted creator, I failed you. I was supposed to protect her for my adopted creator; I saw trouble and went to help him and Megatron. She is offline because of me; it is my fault she was ripped away from him." Bumblebee cried.

Silence hit Kara for a moment then.

"It's not your fault, Bumblebee, you protected Optimus and Megatron." Kara said as she touched Bumblebee's face.

"I was given one simple order and I couldn't even follow that right; and look what happened I caused her death she was your best friend. Why aren't you furious with me?" he asked.

"Bumblebee, why would I blame you; you didn't shoot her Attinger and Savoy did." Kara said as she hugged his face best she could as her own sobs started to overwhelm her once more.

Her best friend was gone forever.