"Grandpa!" gasped Exillion holding Optimus close but tenderly. "You can't die. Get up!"

Optimus strained himself turning his head to look at his grandson. It was even harder to muster out a smile. It was always so hard, but now it was time to let go.

"Exillion," he gasped in a hush whisper.

"Don't worry Grandpa, the medics are coming . . . they'll fix you," cried Exillion.

Optimus cast his optics down and slowly shook his head replying 'no', but Exillion refused to believe it.

"NO!" he cried. "YOU'RE GOING TO BE FINE!! . . . you're going to be fine!"

Optimus weakly lifted his hand to touch the side of Exillion's face wanting those tears to go away.

"Do not . . . grieve," he gasped. "Soon . . . I shall be . . ."

"Don't say that!!" cried Exillion knowing all-too-well what he was going to say. "Soon you shall be repaired and back up on your feet."

"I knew this day would come Exillion," he gagged. "I knew . . . it would happen all-too-soon. I'm sorry you have to . . . you have to . . ."

Exillion couldn't even say 'stop!' now. His tears blinded him and his throat was so tight no words could escape from him. He looked as if he was going to brake down right then and there and Optimus knew at this time he needed to pull himself together and have a better hold on himself . . . for this was only the easy part. Exillion placed Optimus down softly and just fell on his arms . . . he was so weak from this . . . it took all his emotion he had and all his strength to comprehend this all . . . it was so hard for him.

"MEDIC . . . !!!!" soon he cried out no more medic, but sobs came over him and it nearly killed Optimus seeing him like this.

Through Exillion's sobs he heard Optimus saying something. He tried to stop his cries to listen to him more clearly, but he couldn't control them.

"Hush now . . . baby . . . don't you cry," gasped Optimus his voice diminishing to nothing but a whisper now.

He held out his hand and Exillion took it. He recognized this poem. It was the lullaby Optimus used to sing to him when he was little at his bedside before he slept.

"Rest your wings . . . ah . . . my butterfly," strained Optimus.

Exillion shook his head signaling he understood. He soon, sadly, joined in singing the last part-

"Peace will come to you in time . . ." sniffed Exillion with the weak Optimus.

Override soon came and stood a couple of yards away from the two. She only covered her mouth as sorrow tidal-waved her in weakness. She couldn't believe this was happening. How could this happen?!

"And I will sing this lulla . . ." Exillion stopped seeing Optimus' body release all resist to stillness.

It relaxed and went limp. Exillion felt Optimus' soft grip on his hands diminish. There was no strength left . . . of life. Optimus' head fell to the side and his optics lost their once golden lively color. He was gone!

"By . . ." Exillion finished the word and yet it was the last word he ever said to Optimus his grandfather.

Exillion let go of Optimus' hand and pushed away from him only mourning the loss of his beloved grandfather and only Prime relative left. Override was sad because they had finally lost Optimus Prime, but more sad for Exillion . . . he had already gone through so much. His father had already passed away and he was only left with a great power he knew little of and was reckless with and now . . . his only father figure left . . . was gone . . . and he wasn't coming back.

"NOOOOOOOOOOO!!!!!!!!!" cried Exillion shooting his head to the skies. "WHY PRIMUS WHY?!?!?!?!??!?!?!!!!!!"

That was all he had now. His sorrow and mournfulness took over and now he just wanted to die. How could Optimus leave him like that. He was so young it wasn't right . . . why?

They brought Optimus out on a golden bed fit for kings. They laid him before everyone who came to see the funeral of the great Optimus Prime. There were so many there. He knew and changed so many lives for the better and was loved by all . . . how could anyone ever amount up to that?

Exillion and Override were sat up front and Exillion couldn't even find it in himself to look at him. It was HIS fault he was dead. ALL HIS FAULT! He wanted to leave so badly . . . how could the one person who caused the great leader's death be there . . . it wasn't right!

"Mom I can't be here!" gasped Exillion looking at everyone who seemed to look at him and know it was all his fault.

"Exillion please!" said Override in a harm whisper. "Don't disrespect him like this!"

"But can't you see mom!" cried Exillion. "IT WAS ALL MY FAULT HE'S DEAD!!!"

He then got up and began to march out of there till Jetfire began a speech for Optimus. Exillion halted at the door and only listened, but he wasn't going to turn and look.

/Spend all your time waiting for that second chance/

/For the break that will make it ok/

"Optimus prime . . . was a good 'bot. He loved his family and upheld his friends when the needed it the most," began Jetfire trying to stop himself from bursting out in tears.

He was afraid he'd never stop.

"He was, as all know, the greatest among Primes. I don't know . . . if any were as great or will be . . . as great as he," he said looking out into the crowd.

/There's always some reason to feel not good enough/

/And it's hard at the end of the day/

Exillion knew Jetfire was right . . . he could never accomplish what Prime accomplished. How was he going to be great when Optimus was the greatest? Maybe it was best to not even take the matrix and become Prime . . . he didn't deserve it.

/I need some distraction oh beautiful release/

/Memories seep from my veins/

Exillion memories wouldn't stop of his grandfather. There was so much . . . yet . . . too few. he deserved more.

"It may not be that hard on us as it is on his family," said Jetfire snapping Exillion out of his flashbacks. "You should truly send your sympathy to them. There is only one successor left . . . Exillion."

All turned to look at Exillion and he them. Jetfire sighed and asked-

"Is there anything you wish to say about him son?"

Exillion froze . . . what was he to say? What could he say?

/They may be empty and weightless and maybe/

Override stood up and cupped her hands near her chest and was very concerned for him.

"Exillion?" she asked wondering if he was alright.

Exillion looked once more at all of them. There was so many. So many faces, new and old, so many opinions and own thoughts. What would they think? Exillion slowly backed up and shook his head to the side and then ran away saying nothing and leaving all gasping in shock that he would do such a thing.

/I'll find some peace tonight/

"Exillion," sighed Override casting her optics down knowing he had so much on his mind.

She then turned to look back at Optimus laying there lifeless. What would he do or say . . . if he were here now?

/In the arms of an Angel fly away from here/

/From this dark, cold hotel room, and the endlessness that you fear/

/You are pulled from the wreckage of your silent reverie/

/You're in the arms of an Angel; may you find some comfort here/

Exillion ran as far and as fast as he could to get away. He had to get away from everyone and everything. He couldn't stand it there. Why was he that had to be born into this? Why always him?!

He was a mistake a curse to everyone and everything that he loved and wished peace . . . why couldn't his parents just had no children?! There was so many things he hated. The high council, the stupid laws, being a Prime. He knew Hot Shot told him to not be afraid, but without Optimus . . . he was . . . he was.

/So tired of the straight line, and everywhere you turn/

/There's vultures and thieves at your back/

He was so tired of everything. He just wanted to fade into nothing . . . liked his father and now grandfather. Who was he to be Prime now?

/The storm keeps on twisting, you keep on building the lies/

/That you make up for all that you lack/

As he ran away he thought to himself where was he to go? They would eventually find him . . . it made no difference where or who he became.

/It don't make no difference, escaping one last time/

/It's easier to believe/

He then stopped and looked to where he was . . . nowhere . . . it was perfect for a no one, but would Optimus want him to do this? Exillion was so confused right now and his sadness didn't help. What was he to do?!! He fell to his knees just crying out this-

"What am I going to do grandpa?!! WHAT?!!" cried Exillion hitting the ground with his hard fists.

/In this sweet madness, oh this glorious sadness/

/That brings me to my knees/

Exillion finally pulled himself back together and knew what he had to do. He stood up and made his way back, but slowly. When he arrived back to cyber city it was night time and so it was easier to get around without him being noticed or paraded by anyone. He made his way to where the funeral was being held and surprisingly they hadn't moved Optimus' body yet . . . probably kept him there for tomorrow's presentation of the matrix to the next Prime . . . him.

No one was there and he was glad 'cause he wanted to be alone with Optimus right now. Just his grandfather and him. He came near him and just next to him just starring at him. He looked so peaceful . . . he deserved it after all he's put up with in his life . . . he needed it.

/In the arms of an Angel far away from here/

/From this dark, cold hotel room, and the endlessness that you fear/

"Grandpa," sighed Exillion touching Optimus' face.

It was so cold and lifeless . . . just like the Prime family right about now. He was the last now. The only one, who else would to this or take the job if not fore him?

"Is this what you wanted for me grandpa?" asked Exillion knowing he couldn't answer back.

/You are pulled from the wreckage of your silent reverie/

Exillion then fell to his knees, bowed his head and wept on Optimus. It was okay to do this once and a while. After all Exillion needed this. He was better off alone right now anyways.

Exillion laid his hands on Prime's chest and wept so long and hard. How could any normal transformer go through this? It just wasn't right and was Primus to blame? Was this all part of His 'master plan' . . . if there was one? It was just so much to go through for one so young to take, but then again look what happened to his father . . . and grandfather.

Both lost their parents at early ages and look how they turned out. If they could do it and if he had Prime running through his circuits then he could do this.

/In the arms of an Angel; may you find some comfort here/

Exillion, as he cried, felt the heat and saw the glow of . . . the matrix. He sat up and saw the green glow of the matrix. It was shinning right through Optimus' dull chest. Exillion gasped and soon stood up seeing this.

He stood very still as Optimus' chest opened and out came the matrix of leadership he's heard so many things about. It was ready for him now.

"But . . . it's not time for the presentation yet," gasped Exillion.

But what he forgot was that the matrix chose when it was ready, not when others were ready for it to choose. It knew he was ready and now it was time for him to become Prime. Exillion sucked up all his fear and doubt, for he knew the matrix could not be wrong, and took it. When he held it he felt the power surge through him and the light only illuminated him.

Exillion knew this was Optimus' last wish and so he shook his head and put the matrix in his chest and let it consume him. He was ready to be Prime even though he was so young being a 17,000 year old. Exillion turned off his optics for a split moment and took everything in. He then came back online and saw how much he had changed.

He looked at himself and saw that the matrix had indeed changed him. He was more bulkier and fit the Prime description now. So now . . . it was HIS duty to protect he left everything behind to be this. He now prayed his grandfather and father guide him to be one of the greatest and wisest for this was for the autobots, not him, but for his family and friends and people. He stood there next to Optimus for a moment till Override and Roadflare came in to see him.

He looked at them and they him. They just gasped seeing his change. They didn't expect this so soon. He had finally accepted who he was.

"Exillion!" gasped Override coming closer to him.

"No . . . I am Exillimus Prime now," said Exillion knowing who he truly was now . . . a Prime.

Override just smiled and so did Roadflare, but now . . . she had lost Exillion. He was gone and he wasn't coming back . . . hopefully for he best. Override came up to her son and hugged him tightly and warmly. She was so proud he did and understood this.

"It is what Optimus would have wanted," she smiled tears running down her cheeks.

"I know mom," said Exillimus as he turned his head back to Optimus' body that seemed to look ever peaceful now.

Exillimus' optics then widened a bit as he saw something strange . . . something he thought he could never see, but only Primes can peek into the afterlife. He saw Optimus again just smiling at him and next to him he held his beloved wife Elita One and on his other side he held his son Hot Shot. Optimus pulled Hot Shot closer and gave a kiss to him on the forehead and then laid the side of his face on Elita. He had never looked more happy now that he held his wife and son for the first time again.

"Be at peace Optimus," smiled Exillimus glad to see him at peace and happy for the first time in years. "Be at peace."

Optimus just smiled and inclined his head to him before fading away again and he was gone.

/You're in the arms of an Angel; may you find some comfort here/

Hot Shot's girl: Now it's time for Override, hee, hee, naw I'm just kiding, lol. I'll leave Exillimus alone for a while ;)