A/N- Alright, here it is, the battle of the first movie! :)

Disclaimer: I do not own Transformers, as much as I wish it were true. Amy and Kayla are MINE! :)

On with the show!

We finally made it into the city and had parked behind Bumblebee in the middle of an abandoned street. It was eerie looking without humans and cars flooding the streets, but that was just as well.

This place was about to turn into a war zone.

Kayla stood next to Bumblebee, still leaning a hand on his leg from where she hugged him as best as she could. She had been worried sick about the young scout, and yet, here he stood as if nothing happened. He looked to me for assistance as he pat her back with a single finger.

I climbed out of Jazz and allowed him to transform quickly, standing back next to Kayla. I slid my hand in hers and she smiled at me comfortingly as I pulled her from Bumblebee and to the side of the street. I smiled back as best as I could, but I was worried. Man was I worried. Not just over Jazz, but for all of the Autobots and even the humans that were stupid enough to remain in the area. I let out a sigh and squeezed her hand. As long as I had my best friend, we could beat anything.

A loud noise pierced my eardrums and Ironhide called out to everyone "It's Starscream, Get back, get back!" He and Bumblebee picked up a bus as the Jet circled around a building and made it's way back to us. My eyes found Jazz as he rushed to me and covered us with his body. A high pitched whistling noise drew closer and closer until all I felt was heat. The shock wave knocked the wind out of me and debris fell from the sky and onto Jazz's backside. My eyes swam and all I could hear was ringing as Jazz mouthed something to me, his face pressed in close.

I gazed at him and my eyes attempted to focus on his visor in vein. He repeated the statement, or was it a question, once more. I wheezed out "I can't... hear.. you.." A frown graced his features and he mouthed to me "Aight."

He picked up Kayla and I and broke himself out of the tall debris. As my hearing slowly returned, I wished it hadn't. I could hear Sam's agonized cries "Please get up. Bumblebee? Get up!... Ratchet!"

Kayla covered her mouth "No, no, not Bee.. not again.." I set my hand on her shoulder and pulled her to me.

I looked up to Jazz as he stared at me "Can ya hear now?"

I nodded weakly. Jazz took us to Bumblebee and set us down. Kayla took off immediately to Bumblebee's side and watched Ratchet look over the damage. "Ah need ya to stay here, Ah'm gonna go take out some Cons close by." Jazz brushed his finger along my jawline and his chest rumbled.

Nausea tugged at my stomach as a new wave of fear hit me. What if they hurt him like they did Bee? His comforting smile did nothing to help, I was too worried. "Don't you forgot my promise, Jazz. Safe, alive, one piece, okay?"

He said nothing, but his wink was all I needed. He turned around and stalked off into the mayhem. Only then, did I notice him rubbing at his shoulder as it leaked a very small amount of blue liquid.

Voices all mixed into one as Kayla stared at the damage Bumblebee had sustained. His back legs were completely severed from his body, blue blood ran from the holes freely. Ratchet pushed Sam out of the way gently as his arm transformed into a welding torch "I have to stop the flow of energon before he's lost to us." He glanced to Kayla "C'mere Kayla, lesson number one. Move!"

As his last word hit her, she jumped forward and began to hold pieces of metal up so Ratchet could weld without interference. Bumblebee cried out in pain as Ratchet temporarily patched up his lines "His lines will grow back, with time. For now we must treat him as you squishies would consider an amputee."

Kayla soaked in the information and helped where she could, holding on to Bumblebee's other leg line so he wouldn't bleed out.

Behind her, two officers yelled to one another "What the hell was that?"

"What are you talking about?"

"What do you mean, what am I talking about?! They shot at us!"

"F-22 pilots would never fly below buildings. That's alien, that ain't friendly!"

Nearby, she could hear Jazz roughing up one of the Decepticons. He was crawling over a large tank, pulling it's cannon in different directions on the battlefield and ripping off armor. "Come on, ya con punk!"

One of the nearby men screamed as Ratchet called out "It's Megatron! Retreat! Move! Fall back!"

The giant silver mech known as Megatron stood on the top of a building as he scanned the battlefield angrily. Kayla could see his burning red eyes more clearly than anything else at that moment. It was like something out of a horror flick and would probably haunt her dreams for months.

One of the men pulled on Mikaela's arm "Come on, we have to move." She growled at him and shook her arm loose "I'm not leaving him!" Kayla watched as Mikaela backed a flatbed up to Bumblebee's side and handed Sam the hook "Sam, help me with this."

Suddenly, Kayla heard Amy gasp. She turned in time to see Jazz being carried off to another building by none other than Megatron. Kayla growled and pushed her way to Ratchet and pointed "Ratchet, the building!"

He followed her gaze and his optics widened "No..."

With his sensitive hearing, he caught Jazz growling and punching Megatron in the face. "Ya wanna piece of meh!? Come on!"

Megatron growled at Jazz and held him down with one giant foot, his hand gripping Jazz's arm. "No, " He snarled "I want two!"

With that, Megatron pulled the smaller mech in half, then kicked both pieces over the edge carelessly.

The following scream was something that could rival a jet taking off.

I watched at his pieces fell onto the ground below, my heart stopped in my chest. I stopped breathing and my chest burned in agony and my head felt like it was going to pop off my shoulders. No... Not my Jazz... NO! NO!

With a mighty shriek I took off into the battlefield, the gun Jazz gave me in hand. The run to the base of the tower felt like it took an eternity, but my body kept moving as adrenaline pumped and made me push beyond my limits.

I went straight for his head, where his top half lay on it's back. His chest still heaved from the strain and his head turned to look at my approach. I fell onto my knees before him and searched his face. His mouth leaked energon and his entire frame was covered in dents and deep cuts.

I set my hands on his face plates "Jazz! Jazz, oh my god..."

His lips turned up a moment "Looks like neither of us.. could hold our promise. heh..."

I growled at him "Then don't break anymore, stay with me! You can't die!" I looked over his body and remembered Kayla holding the lines of energon. I went to try, but his hand held me down as he pushed me to his chassis. I still grasped a hold of the few lines I could, but there was so much energon... too much..

My voice trembled as my resolve broke. I dropped the gun. "Please, don't..."

He took in deep breaths and looked to my face and muttered "Better late than neva... Amy," He cut off with a choked cough "Ah love ya." That was the last straw, my heart broke. I sobbed into his chest and he stroked my back lovingly "There's nothin ya can do ta save meh."

I cried harder "No, no, I love you Jazz, you can't give up!"

This can't be real, this can't! I'm in a bad dream, going to wake up, right? RIGHT?!

His coughs brought more energon to his lips and his hand started to slip "Ah'll always watch over ya. Amy, mine."

"No, no no no... NOOOOOOOOO!"

Kayla watched on sadly at the exchange from behind Ratchet and bowed her head. Ratchet sighed "There was no chance at saving him.."

Kayla heard his mutter and rubbed his leg plating, as if to comfort him even though it gave her some relief as well. Ratchet looked down to the small femme and knelt at her level. "Stay with me, and do not panic. Here." He pulled out a miniature gun from his arm plating, one just barely small enough for Kayla to hold. She wobbled momentarily under the weight and shift her her feet to accommodate and lifted the massive weapon.

Ratchet stood up and looked to Ironhide and nodded "Sam, we will protect you."

The boy started to move, but Mikaela called to him. "Sam," She ran to his side and ran her hands on his face "No matter what happens, I'm really glad I got in that car with you."

Ironhide looked at the two lovebirds and his chassis rumbled in annoyance "Sam! Go, get to the building!"

Kayla took one last look back at her best friend's backside before following Ratchet and Ironhide deeper into the city. As they moved deeper in, Kayla took note of more humans that were still in the vicinity and snarled. 'The fools!'

Megatron's voice carried over the battlefield "Decepticons, attack!" Ratchet twisted around to shoot at an incoming con from behind an up turned piece of road. "Cover fire! Move to cover!"

Sam and Kayla continued to run forward as shots flew over their heads. Ironhide rolled in front of the pair and held up a piece of car.. or something.."Watch out! UGH!" He flew backwards behind them as Blackout transformed and flew over their heads.

They kept moving, Sam in the lead clutching the Allspark to his chest and Kayla hot on his heels. "Keep moving Sam!" Ironhide called out as he jumped back up and continued on.

Ratchet turned his gaze to Kayla to make sure she was okay "Don't stop!"

A jet flew over them, just barely big enough to fit in between the buildings. It fell from the sky and transformed, skidding towards them and bumping cars into the road with it's massive feet. Kayla forced Sam to duck, taking him down with her own body behind a small car. The robot skid to a stop next to them and fired upon Ratchet and Ironhide with deadly accuracy.

"Ugh!" Ironhide growled in pain as the blast took out an area close to his spark chamber. The jet then turned it's sights on Ratchet, pounding him with rapid bullets. Kayla growled, she wasn't going to loose Ratchet too.

By now, Ratchet had fallen over, energon leaking form his arms and chassis. It was now or never.

Spinning out from behind the car she charged her cannon. The jet looked to her in surprise and she snarled "Get off my mech!"

The mech's voice grated on her ears like nails on a chalk board "How dare you talk to me, The Great Starscream, li- UGH!"

Kayla let loose the blast right into Starscream's face, chipping at his armor and making one of his optics dim as it sparked. "You shall pay for this!"

Ironhide's laughter echoed off the walls as the Con took off into the sky with his back struts between his legs. "And don't come back ya coward! Bwahahahaha"

Ratchet slowly rolled himself back onto his feet with a groan "Sam, get to the building. Don't stop!" He locked eyes with Kayla and nodded in thanks "Keep moving."

Kayla turned quickly and followed Sam down the rest of the street. Not a few moments later, Megatron himself crashed down close to their Destination, tossing cars out of his way "Give me the cube, boy!"

Kayla grabbed Sam by the arm and led him a different route, dodging cars as they ran. One in particular, they couldn't dodge. Kayla and Sam both slammed into the hood of the vehicle and hit the ground harshly. A burst of energy escaped the cube, and that's when matters got hairy.

When Kayla fell, her arm snapped, sending shocks of pain down her entire being. She ground her teeth together and growled in anger "Ratchet! I'm down! FUCK!"

That's when she noticed the weapon she held... staring back at her.

My body slowly woke up, cold, shivering, alone.

The surface of Jazz's body was as cool as normal metal. His visor was black, offline. I had given myself a panic attack, forcing my body to shut down from the stress. Now, I was numb, cold. I thought of the times Jazz and I spent together, our moments alone. They would never happen, never again... all because... of him..

My heart clenched and I forced out a shallow breath. He had to pay, I wanted him to.

I left a light kiss on his chassis before I slowly lifted myself off of the cold chest and slid onto the ground roughly, crunching glass underfoot. Blue energon covered me in spots, my hands, knees, bits on my face when he talked. When he had spoken his last words.

To my left I saw Ironhide and Ratchet approaching with solemn faces, I knew I could leave. I looked away as they went to speak and walked the opposite direction, away from them and towards Megatron. My eyes angrily stared ahead and my weapon, I lovingly named Firefly, sat powered up in hand.

I was ready.

The weapon held no ill will towards Kayla, but it sure seemed so as it clamped down on her broken appendage and broke her Radius as well, leaving everything from her mid arm and down to dangle by muscle. She went to kick the damn thing off, but it surrounded her arm and sliced the muscle with a precise cut, then became one with her arm. The blaster stopped her internal bleeding and attached it's structure to her bones, allowing her to use it.

The pain turned into a dull throb as her adrenaline kicked in. She noticed that all around her objects were starting to transform. The soda machine on the corner, an Xbox some man was holding, the car they had just run into... Sam? SAM!

He looked at her in worry "Go damnit! Run!" She snapped "Don't wait for me, go!" Sam was already on his feet the moment she started to yell at him.

From the corner of he eye, she spotted the green soda machine firing at Sam. She hoped the gun still worked 'Better time than never, I guess.'

She pointed the appendage at the soda machine and thought about stunning it, at least. Or killing, that works too. The blaster whirred to life and shot out an electric jolt that froze the green mech on it's feet. It roared in pain and collapsed onto the ground. "Yes!" She cried.

I stood on the sidewalk, watching as Megatron and Optimus traded blows with one another. Megatron was clearly winning, kicking Optimus around on the ground like a rag doll.

I growled at the silver mech, he was the one who's energon should be on my hands. Not Jazz's.

Sam stood next to Optimus as Megatron was being pelted in the back by jet fire as he ran towards the boy and the cube. I felt a rush of energy and I bolted straight for Sam. Just as Megatron reached down to make a grab at the Allspark, Optimus held out a hand and tripped the massive mech.

Megatron growled and fell down hard on the opposite side of Sam, laying heavily on his left side. He started to crawl towards Sam while spitting up energon "Mine! Allspark!"

Optimus reached out a hand to the boy "Sam, put the cube in my chest! Now!" My mind flashed back to when we stopped for the night, when Optimus had mentioned his want to sacrifice himself with the cube. Megatron is no different. He would die.

Sam started towards Megatron with the same idea I had and I needed to help him in any way I could. I aimed Firefly as Megatron made a swipe for the boy, this would be my first time firing an alien weapon, and I hoped it didn't miss.

Jazz's words echoed in my mind 'Jus aim an shoot, sweetspark. It won' miss.'

So I did, I aimed in the direction of Megatron's head and fired straight into his face. Megatron stopped halfway into his swipe and clutched his hands to his face as he let out a feral growl. The shot had gone straight into his right optic, shorting it out while blasting away chunks of his facial armor. Sam was upon him then, and reached up onto his tip toes and shoved the cube into Meagtron's chassis, right over his spark chamber.

I watched in morbid fascination as Megatron's chest glew a bright red and he clawed at the Allspark as it burned into his casing and melted him from the inside out. He fell to the ground and growled as his face became even scarier, painted with rage. He lashed a hand out to Sam and I shot again, blasting his hand in the tender joint and it flew off his arm. Megatron flopped painfully onto the concrete and glared at the three of us, growling like the beast he was.

As his optics dimmed, they locked onto my face. I snarled back, glaring until the last bit of light left his ruby gaze. I could hear Optimus stand up, moving slowly to stand behind me. He sighed "You left me no choice, brother." He then looked to me sadly "I owe you my life, Sam. We are in your debt."

My eyes wandered up to Ironhide and Ratchet as they stalked towards us, heads hung. Kayla walked proudly beside Ratchet, something glowing a bright blue on her arm. I didn't process what it was, as my eyes locked onto Jazz's... pieces..

Rage boiled under my skin again and I kicked Megatron's head angrily. Twice for good measure as the tears flowed freely down my face once more.

Ironhide caught Optimus' attention "We couldn't save him.."

Optimus looked to me sadly, now understanding the source of my anger, my anguish. "Aw... Jazz..." He vented as he took the pieces of Jazz into his arms.

"We lost a great comrade, but gained new ones. Thank you, all of you." I tuned him out after that as Kayla reached my side and pulled me into an embrace. I stared at my hands in horror. Energon, the life of Cybertronians, his life, now coated my small hands in blue. My body couldn't handle it anymore, I fell to the ground and cried, again.

I cried for the love I'd lost, the moments alone we shared, the chocolate he'd never eat.. Hell, I even cried about his promises. My life, as I knew it, was over.

Sorry guys, don't hate me but this had to happen!

Arg, the tears! :( I had a hard time putting her feelings into words! Don't loose hope in Amy and Jazz, guys! ;)