This chapter is entirely from Optimus' POV. Kind of what's going through his processor while he's dying with brief snippets of what's going on outside his processor. This was my way of showing some of his past. We'll get more of that in the next chapter but from other POVs. A couple of them will tie into Optimus' so you get two POVs for the same scene.

a/n: italics denote flashback of Optimus' past.

The bite didn't harm me. I was surprised more than anything for I wasn't at all expecting it. But then when I felt the evil from Venom within my spark I realized my error. Before I could even issue an order my CPU started receiving all kind of warnings signals from my systems. My back arched violently from the sudden pain wracking my systems and I barely I heard everyone calling to me as I fell.

"Optimus…!"

I tried to respond but my vocal processor went offline. As did my optics for I couldn't see anything. My only sensory input was the frantic voices of my friends, the deep concern within my spark from Elita. But in this chaos a sudden calmness fell over me and a memory from so long ago surfaced. One I didn't know I had for I was but a mere sparkling when it happened.

From the feelings attributed with it, I knew it had been one of the happiest moments of my young life. A time when I only knew love in my spark. Love from my mother and my father. Love from my brother.

"Optimus, be calm," my mother cooed. "I have your energon now."

I immediately saw what I wanted in her hand and cried out louder, reaching for it. Mother giggled, placing the bottle to my mouth, my wails were silenced the instant the warm fluid flowed into my mouth. The remaining warm tears trickled down my faceplates as I suckled hungrily. I tucked my hands into my chest, content to let mother hold my bottle.

My attention focused solely on her. Her features were so gently as she smiled at me, humming softly. I could see how much affection she had for me. And I could feel how much she loved me.

"He's eating again, already!"

My head moved slightly to see my father. His immense form moved next to my mother and he smiled down at me. The same love I felt from mother I felt from father. The same affection in her optics was as equally intense from my father's.

"Please, Decimus, he doesn't eat nearly half as much as Megatron did when he was a sparkling."

"True, he is much smaller than Megatron was too. But he sure smiles more," father grinned, tickling my belly. "Yes, you do. You like to smile, don't you Optimus."

I smiled and felt the warm liquid trickle down my chin.

"Primus, Decimus! I just bathed him," mother chided but was not mad.

"He's a mech. They're supposed to be a little dirty."

"Not my Optimus."

"Don't coddle him too much. No son of mine is going to be a weakling."

"You sound like your father."

"Speaking of father, he wants to see Optimus later today. If that's ok with you."

"He's not taking Optimus to the shooting range like he did with Megatron! One son in the Elita army is enough."

"Yes, dear."

"And he'd better watch his language around Optimus. And what are you smiling at?"

"You," father grinned leaning closer and kissing mother on the lips. My optics dimmed as I felt the love within my spark swell. It was a comforting feeling between my two parents. I smiled up at father when he moved back and looked down me. His hand caressed my head making me purr. "Thank you my love, for another beautiful son."

"You're most welcome. Now take your beautiful son so I can get a towel to clean him up."

Mother gently placed me into father's arms. But then she walked away. I immediately cried out, reaching for her.

"Shh, she's coming back, Optimus," father cooed, kissing my forehead, cradling me close.

"Did you remind Megatron, we have a meeting to attend?"

"Yes and he's late! He's not a youngling anymore. I shouldn't have to keep reminding him of his responsibilities."

"He is still young and learning, Decimus."

"Mother…father…?" a familiar voice in the distance called.

"In here Megatron," mother shouted back. "Besides, he always looks after Optimus whenever we ask him. And we do ask him too often to do so."

"I know," father sighed, looking down at me.

My legs kicked excitedly at the site of Megatron entering the room. My energon bottle popped out of my mouth, forgotten for the briefest of moments until father put it back in.

"You're late," father said, rising to his feet. "You know how important this meeting is to your mother and I."

"Yes father. I know. I apologize. I was held up," Megatron replied, his large hands reaching for me.

"Remember…"

"I know, recharge time after his bottle," Megatron smiled, cradling me and holding my bottle. "I've always taken good care of Optimus."

"I know you do," mother smiled then kissed Megatron on the cheek. "Be good mechs. I love you both so much."

"Oh, and keep him cleaned," father ordered. "Sentinel will be here later to see him."

"Honestly, Decimus, you shouldn't ask our Prime to take time out of his busy schedule to see our son."

"It was his idea," father smiled to my mother. "He's always taken an interest in our sons. You should be honored. And he's a very good friend of mine. He would do anything for my family. Now come on, we're late as it is."

I watched mother and father go unafraid because they always came back. Besides, I was with my brother. He loved me as much as mother and father.

"I think you're done," he smiled down at me, removing the bottle from my mouth. "How about we let that settle then see if you're still hungry. Hmm?" He gently sat me down on the ground and handed me a toy. "Stay here while I make another one just in case."

Megatron left the room. I didn't like being alone so I crawled after him. Along the way I saw one of my favorite toys on the couch and headed for it instead, giggling as I went. With a grunt, I pulled myself up onto my feet and used the couch to walk until I was close enough to grab my toy.

"You little fragger," Megatron chuckled. "Never one to follow orders."

"Ahh!" I shouted, covering my audio receptors.

"Oh, right. No bad words near you. Well, one day you'll be saying them. I can promise you that no matter how much mother thinks she can protect you."

I smiled, grabbed my toy, and took a step towards my brother without thinking. I just wanted to be with him.

"Holy Primus," he gasped, kneeling down. "That's it Optimus…walk to me. Frag it to pit! Mother and father are missing your first steps!"

I giggled and took another wobbly step.

"What a good mech. Come on Optimus, you can do it!"

"Optimus! Look at me! You can do it…LOOK AT ME!" Ratchet's frantic voice tore me back to reality. My optics surged on and were immediately stung from the sun light. Somehow I managed to focus enough to see his worried face hovering close by. "That's it…stay with me now." The pain ravaged all my systems again, I screamed and then things grew dark again. Ratchet's voice sounded so far away. "OPTIMUS! FRAG! I'M LOSING HIM!"

I started crying, not understanding what was going on. Father and mother were both so afraid. I could feeling mother's body trembling as she held me close to her chest. I could hear the fear in her voice.

"Please, let my sparkmate and son go! It's me you want! I'll give my life in exchange for theirs!"

"Decimus no! I won't leave you!"

"Neither of you are going anywhere!" a strange mech's voice shouted.

There was aloud noise. I covered my audio receptors and screamed. My father's presence…his bond to me was ripped away from me. I screamed even louder not understanding what was going on or why he wouldn't reach back to me when I reached for him through our bond.

"NO!!!" mother screamed.

I was suddenly yanked out of her arms and dropped to the floor. Mother was screaming for me and then I heard that awful sound again. And I felt her bond to me fade as quickly as father's. Desperate I reached to the only other bond I knew.

"Kill that thing!"

"With pleasure, Sir," an unfamiliar mech grinned standing over me.

"DON'T' YOU HARM HIM!" my brother screamed and I saw him tackling the mech above me to the floor.

I managed to sit up with the hope of my brother picking me up and comforting me. Instead I watched as he attacked the two mechs. Not knowing what else to do, I crawled over to my mother, calling her, shaking her to wake up.

The noises, the shouts, the screams, and commotion of furniture being knocked around or broken made me cry even more. I could hear my brother shouting. I could feel how angry he was. Frightened, I crawled under something to hide and curled up. And then the noise stopped. My brother's anger faded somewhat.

"Optimus!"

"Megtron!"

"Shh, Optimus, I'm here," Megatron cooed, his large hand quickly lifting me up, holding me close, his love enveloping my spark. "Shh, I'm so sorry…I couldn't get here sooner. I'm so sorry, my little brother."

I continued to cry. My spark hurt and I didn't understand why. Megatron kept reaching out to me, trying to comfort me. But I could feel his pain too and his anger.

"Megatron, you're alive! We have to get you and your brother out of here!" someone shouted over my cries.

"Soundwave…I can't leave them like this!"

"We must go, you're grandfather was attacked and killed. The elite guards are outside waiting. We have orders to take you to Decagon for your and your brother's safety. It seems the rebels are after your entire family as well as several families on the high council!"

"I will kill anyone who tries to stop me! I cannot leave my parents like this! Here, hold my brother!"

My cries ceased instantly at Megatron's angry voice but my tears continued to fall. I had never heard him like that before and was frightened. I tentatively reach to him through our bond.

"I'm sorry, Optimus," he sighed, patting me on the head. "I'm not upset at you."

"Thankfully he's so young he'll forget the pain of losing his creators."

"I will never forget, my friend. And I will make whoever is responsible pay for this! I promise!"

A loud noise boomed near by and I cried out, lunging for my brother.

"We got incoming! Get Optimus to safety!" Magnus shouted, the sound of Decepticon fire getting closer.

"The fraggers are gonna pay!" Sunny snarled.

"There…to the north!" Hound answered.

"Prowl, send that back up!" Magnus ordered.

"What the frag is going on?" Sides questioned.

"Is Optimus ok?" Bumblebee asked.

"Just kill those fragging Cons and ask questions later!" Ironhide yelled.

Through my blurred vision I saw Ironhide get hit in the shoulder, knocking him to his knees. He roared getting up, the sound of his cannons echoing through my processor. I felt bad for not being able to help my friend, my guardian. Ironhide was always there for me when I needed him and now…

After the initial shock wore off the pain subsided. Odd, I didn't feel anything. I couldn't lift my head to see how badly damaged I was. I couldn't really move at all.

Not that any of it mattered. My spark was screaming for my brother. Crying for a mother and father that were dead. I was alone and scared. And all I wanted was some reassurance that I was going to be ok.

"Optimus! Oh frag no!"

"Hide," I weakly called.

Ironhide had fear in his optics. I recognized that look having recalled how frighten my mother's face was just before she was killed. I've often dreamed of her face…of father…of them dying…of how angry my brother was that they were gone.

So, that's why I didn't feel anything…I was dying. I was suddenly afraid. There was no one to comfort the feeling within my spark. I sank into despair.

"Hide…I'm scared. I'm going to die alone."

"You are not going to die!" he yelled at me, his hand pressing hard against my chest.

Searing white hot pain course through my entire body and I whimpered. I didn't have the energy to scream. I must have blacked out for the next thing I knew was that we were running. Hide held me tightly in one arm, a hand still pressed firmly against my chest.

"Stay with me Optimus, Ratchet's going to fix you right up, I promise."

I fell into darkness, my despair consumed me.

I don't know how much time had passed when my optics came back online. I was on my side and immediately recognized the med bay. I was surprised that I was still alive. Only, I didn't see Ironhide anymore and I was…alone.

"Hello Optimus," a deep, gentle voice spoke softly.

Sentinel Prime came into view, a warm sad smile on his face. I recognized him and knew who he was having seen him around the base from a distance. Ratchet pointed him out to me one time in passing.

"Hello, Sir," I said dryly, my form felt so tired. I could feel my optic covers closing against my will. I forced them back open. "Where's Hide?"

"I took over for him so he could get tend to some of his duties," the mech smiled. "He'd been at your side for a few days now. Refused to leave you alone. Ratchet threatened to sedate him if he didn't leave. I promised I would watch over you for a short while until he returned."

"Sentinel, he's not ready!" Rachet's voice snapped from a distance away.

"I need to know for certain and since there are no other witnesses, Optimus is the only one who can answer my question."

"It's ok, Ratch," I grimaced.

"Just one question then he can rest, I promise," Sentinel insisted.

"Very well, make it quick," the CMO relented appearing beside Sentinel.

A hand on my head made me turn back towards Sentinel. He was leaning closer to me, one large hand cradling my head.

"Can you tell me who attacked you?" he asked, his voice gentle but serious.

My spark wailed, instinctively reaching out to my brother. Only there was nothing there. Nothing. I was…alone. Tears welled up in my optics, blurring my vision.

"Why?" I wept. "Why does my brother not love me anymore?"

"Sentinel…that's enough…please."

"Very well, Ratchet. Keep me informed of his recovery. And I'll send Ironhide back, ok Optimus?"

I nodded. My optics watched Sentinel leave before looking up at Ratchet.

"Did I do something to make my brother leave me all alone?"

"No, you did nothing wrong, Optimus. Do you understand? None of this is your fault."

"But I'm all alone now."

Ratchet smiled, gently lifting me into his arms. Tears formed in his optics but did not fall as he cradled me close.

"You are not alone, Optimus. You never will be. I promise."

I opened my optics briefly. The sky was moving or they were moving me. I couldn't tell. My friends were shouting, explosions sounded. I tried to find Elita but I couldn't keep my optic covers open. Again the darkness surrounded me.

"Sit down, Optimus," Sentinel ordered, moving from behind his desk to sit in the chair beside mine. "You've grown so much in the past few months. Ratchet and Ironhide tell me you're doing very well in your studies."

"I like school, Sir."

"That's good," Sentinel sighed suddenly looking sad.

"Did I say something wrong?"

"No," he smiled. "I brought you here because I wanted to ask you a question. One I should have asked sooner. How would you feel if I were to be your guardian?"

"You kind of are already, Sir."

"No, I mean, making it official. How would you feel about me adopting you? In a sense, making me your father."

"What about Ironhide? And Ratchet?"

"They'll still look after you when I cannot. I would do nothing to damage the friendship you've built with them. The truth is…well, I owe it to your father. And," he paused, his smile grew. "I've grown rather fond of you Optimus. I would be proud to call you my son. If you'll let me."

"We…we'd be a family?" I hesitantly asked, my spark daring to hope for such happiness.

"Yes, we would," he smiled rising to his feet and lifting me up in his arms. "I can never replace your parents, but I promise I will love you as my own."

I couldn't respond with words as my tears overwhelmed me. Instead, I threw my arms around his neck and held on to him as tight as I could.

"Shh, no need for tears, Optimus."

"Yes, Sir."

"Sir?" he grinned. "I'm not your superior officer yet. You can call me Sentinel, until the day you're ready to call me father."

I blushed then giggled.

"Well, at least you have manners despite the amount of time you spend with Ironhide," he said making me laugh. "I'll always be there for you whenever you need me, Optimus. Now come on. My officers are waiting."

Sentinel set me on the ground and took hold of my hand. He led me to a forbidden part of the base – the command center. All the mechs and femmes there appeared very busy. But all stopped to acknowledge Sentinel and me. I felt a bit uncomfortable. I was never one for being the center of attention.

Then we entered a large room with a long table in the middle and monitors on the walls. I spotted Ironhide right away and waved happily at him. And did the same to Ratchet who was standing beside him. Of course I recognized Prowl. He didn't seem as angry as I was used to seeing him. In fact, he looked sad when his optics met mine. Some of the others I've seen around the base but never really knew who they were.

"Greetings everyone. Please stand at ease," Sentinel ordered and all the officers relaxed in their stances. "I believe you all know Optimus one way or another. I'm here to inform you that as of this date, Optimus is my son. He is to be treated as such."

"Of course, Sir" or "Yes, Sir" were most of their responses.

"About fragging time," Ironhide commented, making Sentinel roll his optics.

"Since you already know Ironhide and Ratchet we'll skip them and I'll introduce you to the other officers," Sentinel said, leading me over to them. "This is Prowl, my second in command. And from now on, if Optimus has journeyed into restricted areas of the base he will face me for disciplinary action and no longer be threatened to get tossed into the brig."

"I understand, Sir," Prowl acknowledged. "Does that include the mech responsible for taking him into restricted areas?"

Ironhide snorted, making me giggle. I quickly covered my mouth. I didn't want Ironhide to get into trouble on my account.

"If you can catch the mech you can do whatever you wish," Sentinel smirked, moving the mech. "This is Jazz, my head of operations."

"Hey there little mech," Jazz smiled, bending down to my level. "I've heard a lot about you from Ironhide."

"All good I hope," I replied, making them all laugh.

"Better keep an optic on your aft, Ironhide, he's one clever bot," Jazz said, winking at me.

"I sincerely hope you can all control your language around Optimus," Sentinel said, looking mainly at Ironhide who just waved him off. "My head of security, Ultra Magnus."

"Do you want me to assign a security guard to Optimus? I believe Marshall would be a suitable candidate since his father is away on assignment."

"Perhaps when Optimus goes to his classes," Sentinel mused. "He'll be on the base most of the time so I don't think he'll need a chaperone all the time."

"Understood, Sir," Magnus said.

"Kup here recruits and trains young mechs for the Autobot army. He's the toughest drill master we have."

"Don't pay attention to him, kid," Kup chuckled. "He's still mad I made an example of him way back when he was just Sentinel and a cocky mech trying to survive my bootcamp. How many times did it take you to pass?"

They all chuckled until Sentinel glared at them. The only one who dared keep laughing was Ratchet, Ironhide, and Kup.

"Anyways, perhaps one day, he'll train you Optimus. He's one of the best so pay attention to him."

I greeted Kup politely but my spark trembled. I didn't like the idea of fighting. It gave me nightmares.

"Where's my new Engineering officer?" Sentinel asked, glancing around the room.

"He had another 'accident' and blew his hand off," Ratchet answered. "He's in the med bay recovering."

"Honestly, Sentinel, what do you see in the techno-geek?" Ironhide asked.

"Wheeljack is one of the most brilliant processors I've seen in a long time," Sentinel responded seriously. "Therefore, he is a valuable asset…even if he is a bit accident prone. Still, Optimus you're to stay clear of his lab. No son of mine is going to accidently get blown up."

I smiled, feeling his hand tighten slightly around mine when he called me son. I could even see that he meant it when I looked up at him. I just couldn't feel it in my spark. Although, I felt happier than I did in a long while, I still missed that feeling of love from within. It was always so comforting, so reassuring.

Something tugged at my spark, calling me, begging me to come out of the darkness. It was a warm feeling combined with fear.

Fear. Shouldn't I be afraid? After all, I was dying, wasn't I?

"You'll have the 'Cons running in fear, Optimus," Ironhide grinned proudly.

I valued Ironhide's opinion more than most. He was an established mech wrecker, has been for so many long years even before the war broke out.

"For once I agree with the old rustbucket," Ratchet said, his medical sensors still scanning my systems.

"What would father think?" I asked, glancing down at my armor, my spark still racing with excitement. I finally reached the age of transformation! I was on the verge of being a mech wrecker myself now! I had come a long way from the frightened little mech who purged his tanks the first time he held a gun. Now, I could transform my own!

"Senti…"

"Frag it to vector sigma!"

I swallowed hard hearing my father's voice from behind me. With all the courage I could muster I turned to face him, head held high, wide chest as broad as I could make it. While Ironhide's opinion was important, what my father thought of my transformation systems being online meant the most to me.

"When the slag did this happen? You're still too young," father gasped, optics wide with surprise as he slowly came over to me.

"I was reading in my room when I a sudden change within," I smiled. "Then this happened." I transformed my right hand into the blade for him to see. "The rest just came naturally."

"Show him the mask," Ironhide smirked. "I think it's the best part of his armor."

I immediately did as Hide requested. My battle mask covered the huge grin on my face. My optics carefully watched Sentinel's reactions. He was…shocked.

"That's not all of it," Ratchet chuckled. "His interface systems came online too."

"Ratch!" I hissed, glad my mask was up to hide my embarrassment.

"But he's still a youngling," Sentinel remarked.

"True, at only twenty three he still has some growing to do," Ratchet replied. "While it isn't uncommon for mechs to have their interface systems come online when their transformation systems do it is rare for it to happen for one so young. But it has happened before and has happened to Optimus. So, there's nothing we can do about it."

"Except get Optimus a femme," Ironhide laughed, slapping me on the back. "Might not be a problem, they follow him in little clusters."

My face turned a deeper shade of red and was so glad I kept the mask up. I was aware of how I looked. To be honest, I didn't think I was that handsome. Yet, a part of me enjoyed the attention and of hearing the young femmes giggle behind as they followed me.

"Please, Ironhide…Ratchet can I be alone with my son?"

Apprehension filled my spark. I was confused. I thought father would be happy for me. Instead, he appeared…sad.

"Have I done something wrong, father?" I asked, retracting my mask.

"No," he smiled warmly. "You simply grew up much faster than I expected. Turn around, let me inspect your armor."

I did as he instructed, feeling his hands touch my shoulders and back as if to test the strength of my armor.

"Only a blade for a weapon?" he questioned.

"Nope," I smiled proudly.

My blade retracted and I allowed my weapon to form on my back. Once finished transforming, I retrieved it and handed it to Sentinel.

"Most impressive, Optimus," he praised. "Very few mechanisms can do such a transformation."

"I'm ready, Sir," I seriously said as he handed my weapon back. I replaced it on my back, allowing it to retreat into my back armor. "I'm ready to join the Autobot army. I want to make you proud of me."

"The day when you join the army is still a ways off, my son. But you need not wait to know that I'm already very proud of you."

"But I want to do my part to help against the Decepticons father. It is my duty as your son."

"Do you think you're ready?"

"I do, Sir," I replied, head held high.

"We'll see," he smirked. "I'll inform Kup that he has a new recruit to train. If you survive his boot camp then I'll make my decision then. But you will abide by it, understood?"

"I understand, Sir!"

"Put you hand down," he chuckled. "No need to salute me when we're alone. I'm your father for pits sake."

"And my Prime," I pointed out.

"Father first, remember that Optimus. As Prime I see a potential soldier willing to do what he must for our cause. As a father I see my son, a young mech, too eager to go on the battlefield. A young mech that I am not ready to see in battle for fear of losing him. I love you my son, you mean so much more to me than you'll ever know."

"I love you too, father. But I will never leave you, I promise."

"Nor I you, my son."

'Don't you leave me! Optimus!' Elita's voice emerged through the darkness. 'Don't you dare leave me alone!'

My spark raced at the sudden knowledge of who was calling me. I could feel Elita'S desperation through our spark bond.

'Do you hear me?! Don't you leave me! Don't you leave our children without their father!'

'Elita…I…I love you…'

"Optimus, don't you leave me!" Elita shouted, her emotions pulling at my spark. "Optimus…no…I love you!"

"CHROMIA! KEEP HER BACK!!" Ratchet yelled as I fell into unconsciousness again.

"So, will you go out with me again?" I anxiously asked her after walking her to her quarters.

"Are we sure we should be doing this? We are at war," she said.

"I'm fully aware of what's going on," I reminded Elita gently. "I am Prime after all."

Elita looked uncertain so on impulse I kissed her.

Our first kiss.

And it was…breath taking. My senses devoured her, every detail of her form committed to memory. Her scent. How her lips felt against mine. How warm her body felt so close to mine. The way her hands held onto the front of my chest armor.

I could see it was equally moving for Elita when I stepped back. Her optics appeared a bit hazy, her lips appearing as if they wanted more.

"If your answer is yes, then meet me tomorrow, same time on the far east side of the promenade," I told her then walked away quickly before she came to her senses and had a chance to reject me.

I didn't recharge that night. I was too excited! Instead I lay there in the darkness wondering what I had done for Elita to have come into my life. After so much spark ache and misery, I finally felt as if I had a good chance at happiness. That chance only seemed brighter as the night turned into morning and the morning into afternoon. I was busy which made the day go by quickly. And as planned I arrived at the rendezvous early.

At first, when Elita didn't show up on time I was fine. Confident I was doing the right thing. But as the time moved by slowly, the misery returned into my spark. Doubts crept into my processor.

My spark sank as my shoulders sagged. I sighed heavily. It was apparent she wasn't coming so I slowly walked away not caring where I'd end up. I'd barely moved three steps when I heard her calling to me.

"Optimus!"

I wasn't mad, relieved, or happy. She was crying and I was immediately concerned. Why was she crying as she came running towards me?

"Elita, are you ok?" I asked, quickly closing the gap between us.

"No, I'm not ok!" she wept, her hands clinging to the front of my armor.

"What happened? Did someone harm you?"

Elita laughed, wiping her tears.

"Youare what happened," she commented.

"What?"

"There you go again!" she laughed.

"I'm confused…what did I do?"

"You can be so clueless for such a smart mech," she smiled, caressing my face. "You're one very handsome mech wrecker. And you're too adorable when you're sad! You scare me."

Ok, now I was really confused. Was she breaking up with me after only three dates?!

"Optimus…you're Prime, our leader, my commander. And I'm just a mere soldier in your army."

Ah, it suddenly made sense now. I smiled, taking her hands in mine.

"My dear Elita, whenever I'm with you such as this, I'm just Optimus. I'm not Prime. I'm not a leader or your commander. I'm simply a mech who enjoys the company of a particularly stubborn but extremely beautiful femme. You are not a soldier to me during moments as this Elita. You're my femme."

"Your femme? Confident, aren't you?"

I smiled, leaning down with the intention of kissing her.

"Well, you sure are a good kisser," she smirked, wrapping her arms around my neck. "I guess I could keep you for a while."

I laughed, kissing her.

Laughing? Yes, I distinctly heard laughing. My spark shuddered. Actually, it was more like a malicious snicker faintly echoing, getting closer and closer. It sounded…

'Optimus!'

Elita's voice overshadowed the snickering. I welcomed it, anxious to feel her essence spread within me. Eager almost desperate for her because I knew…I could feel myself getting weaker and weaker. I just wanted one last moment with her…to tell her how much I loved her.

Like during many of our interfacing sessions we lost ourselves in each others affections. I reveled in the sensation of how our protoforms moved together, pressing, stroking, needing, wanting anything the other had to offer as we interfaced. It never mattered if I was on top or if she was. Our passion knew no bounds.

Each of us knew to take advantage of these moments whenever they came along. It was our escape from the pressures of command or from the war. It was our time together to simply be one mech and one femme loving each other.

I wish we had more moments like this. I love my femme for who she was. She holds nothing back; puts all her energy into everything she did. Everything, including her duties to the Autobot army, her responsibilities as a femme commander, and especially her love for me. Especially her love for me.

And my duty to her, in my processor anyway, was to reward her. As Prime, I've praised her repeatedly for her hard work and dedication. Her rank as femme commander was well deserved and earned outright. As a mech, I've adored and loved her as deeply as any mech could possibly love a femme.

My reward…well, the only reward I valued was the femme in my arms. How she called out my name as she overloaded beneath me, bringing me to my own overload. And how her form felt against mine as we lay intertwined, relaxed, passion spent.

"I love you, Elita," I murmured between my soft kisses.

"I love you too, Optimus," she whispered back just before falling into recharge.

"OPTIMUS! Can you hear me?" Ratchet shouted. My optics flashed on weakly but I managed to see him. His voice sounded even further away that before. "I'm going to put you into stasis! Do you understand! It's the only way to save you right now!"

"Can he even hear you?" Ironhide asked, his form coming into view just before my optics went offline.

"I don't know."

My optics opened as I came out of recharge at the designated time. I wasn't ready to rise but felt a bit warm. So pushed the thermal blanket off my protoform and commanded the lights to come on dimly.

The sight before me was spark warming. There between Elita and I were the four most precious sparklings in the universe. Orion and Ariel curled up in each other's arms with Elita's arm around them. And Kacey beside me with our newly sparked son, Leo, curled up in a tiny ball on her chest, both her arms wrapping around him, the two of them snoring softly almost in unison.

I could feel my younglings' loving warmth for each other, for their mother, for me. I basked in it as I would the sun light for it was that radiant to me.

And then suddenly they were gone. The warmth was gone. The light was gone. I was alone in the cold darkness. I shivered in the bitter cold. Not even my battle armor could keep me warm. It was then I realized the coldness was coming from within.

I heard the laughing again and knew immediately who it was.

'How does it feel dear brother knowing you're about to die? Knowing that those you love will be left defenseless and will soon perish?'

I struggled to respond my anger nothing but a soft whimper in the coldness within my spark. I didn't even have the strength to push my brother away as he penetrated deeper into our bond.

He laughed at me.

'Your Autobots will die without you. Your family will die without you. You know that better than anyone, brother. You know me better than anyone.'

'NO!' I managed to yell back with as much force as I could muster. 'You will never harm my children!'

'Children?' he questioned, sounding amused. 'So, you've sparked more. I should have known. I wonder, are they all as beautiful as your Kaceystar?'

'You fragger!'

Again he laughed at me.

'Stubborn slag,' he commented. 'You're helpless. I will dismantle your precious Elita and kill each of your children, one at a time. Their deaths will be most painful, especially young Kaceystar's. I still have not forgotten how she messed up my plans. She is so like you brother. Hmm, I think I will kill her last so that she may suffer the most. Seems only fair, don't you think little brother?'

With what energy I had within me, I screamed as loud as I could through my spark link. Screamed more at myself for being a blind fool, for letting my Autobots down…for failing the ones I loved most in the universe.

'LEAVE HIM ALONE!' a voice roared over the bond.

The coldness shattered in an instant forcing my brother's presence to leave. I was enveloped in such warmth…such love. I knew it was Kacey. I could barely hear her voice through our bond as she called to me. Primus, her love for me was so strong.

'Father!!!!!'

'I'm so sorry my beautiful Kaceystar,' I wept not knowing if she heard me or not, , my energy fading fast, praying to Primus to take care of my family for me.