SPOILER ALERT! This fic was inspired by the movie Revenge of the Fallen and contains some concepts from the movie. Opening scene is an extension of one from the movie. So DO NOT READ this unless you've seen the movie!

The story scene Ironhide tells takes place long before the movie and shows the birth of Optimus Prime, the last descendant of the Seven Primes. I also threw in a few sweet moments for some of my favorite little mechs.

Out of the Ashes, Hope Arises

Darkness had fallen. Ironhide still stood watching over Optimus in silence. The other Autobots had already said their goodbyes. But Ironhide couldn't bring himself to say them. A part of him couldn't believe that the mech he'd help raise was gone.

"Ironhide, are you going to be ok?"

"I will be fine Major Lennox. So long as that ass keeps his mouth shut and stays away from me. No one calls Optimus a piece of scrap!"

Lennox said nothing. He knew apologizing for the asshole would only infuriate Ironhide more.

"He is far from scarp," Ironhide continued softly, his two large hands gently lift one of Optimus arms and placing it ceremoniously across the massive…cold chest and repeating the same action to the other arm. Hide's optics dimmed as one hand moved to caress Prime's head. "I was there you know…the day Optimus was born."

"I'm so sorry Hide. I can tell you really cared for him."

"He was my Prime…my friend…the closest I would ever get to having a son of my own."

Ironhide paused, lifting his head up to face the heavens.

"I can remember that eventful day as if it were yesterday."

…

The Decepticons were in full retreat save one last small platoon that had penetrated deep within the base. The attack on the base's perimeter was a ploy to draw out the army. It had worked and the consequences were disastrous.

Ironhide was the first to race through the tunnels as fast as he could run. Ratchet and a few others weren't far behind. But even as he did so, he knew they were already too late to back up the guards entrusted with protecting what was precious to so many Autobots.

Sure enough the utter devastation in the chamber brought the powerful mech down to his knees. The air in the cavern hung heavily with the odor of death, smoldering soft metal skin, and energon. Dozens upon dozens of hatchling cocoons had been ripped open, slashed apart, or burned. Their inhabitants now lay in their embryonic fluids and own energon on the floor. Bodies unmoving. Arms and legs motionless. Optics lifeless.

So many potential brethren wiped out in one cold, unrelenting assault. So many precious lives murdered before they had a chance to even live.

"Primus help us!" Ratchet gasped from just behind Ironhide.

"Quickly! Some yet may still be alive!" Alpha Trion anxious said, ushering the group of mechs and femmes into the chamber. He knelt down beside Ironhide. "There may be hope yet, my friend. But we must hurry."

Ironhide nodded and joined in, organizing the search. No hatchling was to be ignored, no cocoon left uninvestigated. Large mech feet and slender femme feet all moved delicately around, careful to not tread on a single limb or finger, advancing as quickly as possible with their sensors sweeping continuously.

"Here! I've detecting life signs!"

Everyone stopped to watch their CMO carefully hurry towards a femme that was kneeling down. All optics spotted a pair tiny blue orbs dimly glowing through the thin translucent skin of the cocoon. The hatchling was still wrapped in its horribly misshapen womb.

"Strong life signs," Ratchet announced, making a puzzled face.

"What?" the femme asked.

"He's just so tiny," Ratchet smiled. "Yet, a perfectly healthy mech. Most importantly, he's reached the emergence stage. I need a hand here."

"I'll help," Alpha Trion, the eldest High Council member, said, already at the CMO's side.

"I'm going to make a small incision here. Grab him as he begins to come out."

"Understood."

Ironhide and many of the others remained quiet and prayed for several long moments until the sound of the hatchlings first cries echoed almost melodically through the chamber. A few of the femmes wept while several of the mechs chuckled.

"Such sweet music," the femme nearest smiled.

"Then his designation will be Jazz," Alpha Trion smiled.

"Jazz," Ratchet smiled, gently handing the tiny mech to the femme. "Hurry, get him to the nursery. My staff is ready to receive him and any others we find."

"More are coming to help," Ironhide voiced.

"Let's keep…."

"Shh!" Ironhide snapped, silencing Alpha Trion.

No mistaking that sound. The muffled wails of another sparkling was nearby.

"This way!" Ironhide exclaimed, moving swiftly for a mech his size. His optics scanned the floor until he saw some movement in a thick gooey mess of destroyed cocoons. "Ratchet!"

"I see him!"

"A mech?"

"From what my sensors indicate," the CMO said arriving at his friend's side.

"The rest of you, keep looking!" Trion ordered as he hurried towards Ironhide's and Ratchet's position.

"Shh, little one, everything's alright now," Ironhide cooed, large tender hands delicately pulling away the mess to reveal the backside of the little hatchling mech. His optics widened in surprise when the hatchling's back was revealed. "What are those?"

"A beautiful rarity," Ratchet smiled, proceeding with his exam. The little mech was the same age as the other hatchling. However, he was damaged. Most noticeably was that both ends of the wing appendages were badly broken and part of his head had an indentation. He immediately gave the hatchling something for the pain.

"What is it my friend?" Ironhide asked knowing the news was not good from the look on his friend's face.

"I'm afraid his wing appendages are too damaged at the elbow joints," he frowned as he carefully lifted the little mech up into his arms. "I'll have to amputate."

"You can't save them?" Ironhide asked knowing how important it is to have a seeker in their army.

"Well, I can save part of them but I'm afraid he'll never fly," Ratchet answered.

"What about his head wound?" Alpha Trion asked as the hatchling's cries died down.

"I can repair the cranium. As far as how much was damaged…well, only time will tell as he develops."

"I think he's listening to you," Ironhide pointed out as the hatchling was intently staring at Ratchet.

"So serious," the medical bot chuckled. "You're a special one too. Your creators thought to leave you a name. Welcome to the Autobots, Prowl."

"OVER HERE!" someone shouted from across the room.

One of the volunteers quickly took Prowl from Ratchet's arms. The mech trio then hurried.

"Stop!"

"Hound, what the frag?!" Ratchet snapped angrily only wanting to help the hatchling found.

"This one's a lively one," Hound smirked. "He's really tiny. But I might be able to get him. Hang back."

Ironhide, Ratchet, and Alpha Trion did as requested. They watched as Hound knelt and put his hand out.

"Come on little guy."

Two tiny hands appeared from the hatchling's hiding spot behind one of the dead guard, followed by a small face with blazing blue orbs that curiously looked at the mechs. Hound moved his hand closer and closer until he was about to…

"AHH!!" Hound jumped back and screamed more out of shock than anything. The last thing he expected was for the tiny sparkling to bite his fingers.

"Quit being a sparkling," Ironhide chuckled.

Soft beeps sounded as the tiny mech poked his head up again, looking at the mech who just spoke. He cocked his little head one way gazing up at Ironhide, warbling curiously.

"Hey, I think he likes you Ironhide," Hound smirked, goading the mech into getting the hatchling and hopefully getting bit. Little fragger can bite!

Ironhide snorted and marched carefully over towards the tiny hatchling. He wasn't afraid of getting bit. As he knelt down and put his hand out what happened was something he wasn't expecting.

The little hatchling mech boldly crawled towards him and then dared to climb up the big mech onto his shoulder. Both stared at each other and blinked curiously. Ironhide felt some of that sadness fade from his spark as he looked into one so young and innocent. He knew. He just knew this one was special.

"I think we should call you Bumblebee," Ironhide smiled warmly. "Ratchet?"

"He seems content."

Ironhide gave his friend a scowl.

"And he's fine. I don't see why he can't stay there if that's what he wants."

"I think Bumblebee as chosen his guardian," Alpha Trion commented softly.

"Bumblebee, I think you should reconsider," Ratchet said to the hatchling.

The hatchling responded in kind with a rude noise. The CMO jerked back, offended while the others laughed.

"I take it back. You'll fit right in with Hide. He's been making rude noises at me for some time now."

"Good Bee," Ironhide grinned, plucking the hatchling off his shoulder. "But you should be taken to the nursery with the others. I still have work to do."

"Excuse me," Ratchet said heading back across the room.

From there on, the search continued.

Several more hatchling mechs and a few hatchling femmes were found, including a rare occurrence…twin mechs inside a single sack. There were also a few that didn't make it despite Ratchet's attempts. Ironhide felt the pain like the others every time a small life extinguished while they stood helplessly watching.

Over all sixteen lives were saved.

Ironhide was wondering if that was enough to help keep hope alive for the Autobots when he got the call the just obliterated what little hope they had left. Once again he found himself running, doing only what he knew to do as a soldier.

"Magnus!" he shouted, running across the court large courtyard.

"I called you the moment they didn't check in! I fear the worst my friends!" he said with a heavily armed squadron following him.

"You assigned an extra attachment of mechs?" Ironhide asked.

"Per your orders when we first heard the main chamber had been hit."

"Let us just hope," Ratchet said as he caught up with them with Alpha Trion close behind.

Together they raced to the entrance of the royal chamber, the birth place of the Primes and their intended, femmes specifically chosen and paired with a Prime. The chamber was more elegant even if it was smaller. Still, its beautiful décor was marred with the same senseless violence that made the sparks of each mech standing there quiver.

Their future lay in ruins. Several mechs died trying to protect the hatchling cocoons, taking many of the enemy with them. The energon from dead of both factions' flowed freely, mingling with that of the hatchlings. A dozen or so mechs died guarding six hatchlings that were to mark a new and promising future.

Three sons, brothers, that were to ascend as Primes once they reached the age and their betrothed, three daughters, but not sisters, specially bred to give birth to more Primes and solidify the future.

The three sons that were to be the hope of every mech and femme of the Autobot army since their sire, Maximus Prime, was brutally murdered a month ago.

"I'll…I'll do sensor check just in case," Ratchet spoke softly.

Ironhide moved in with his friend to help. He'd come here often to check on the status of the hatchlings, eagerly looking forward to the day when they would be born for he'd never seen a Prime born. He would even talk to them, calling them by their given designations. Sometimes their father would join him and tell him about each of his sons.

"Rodimus," Ironhide whispered, dimming his optics, caressing the corpse of the little mech hatchling. "Maximus said he sensed you were a brash one." He reached out, touching the other hatchling's head. "He said that you, Sentinel would be the solid one…the one that would keep Rodimus on course."

"Primus!" Ratchet gasped, carefully moving the bodies of two Autobots. "The femmes! Elita, Chromia, and Arcee…they're all alive…unharmed. Not quite ready for the emergence stage. We need to get them to the nursery!"

"What about Optimus?" Ironhide asked, looking around and not seeing any sign of the hatchling's cocoon.

Suddenly several mechs raised their weapons and aimed it at a Decepticon's body. Ironhide reacted instinctively and activate his weapon's systems as well, aiming where the others were. His large canons transformed and whirled to life on his forearms. Then he saw what the other's had reacted to.

The 'Cons body move slightly. Not much but it was enough for every trained mech in the room to be on edge.

"Don't shoot!" Ratchet exclaimed rushing over literally blocking their shot.

At first Ironhide thought his friend was mad until the body was yanked away and discarded! He blinked his optics in disbelief. It was Optimus. Well, it was the hatchling in his cocoon still. He and the others moved closer.

"Wait for it," Ratchet whispered, grinning from audio receptor to audio receptor.

An astrosecond later, the soft skin of the cocoon stretched outwards timidly. When it met little resistance it stretched out further before retracting back.

"Come on little one," some one whispered when the same action was repeated.

"Come on Optimus," Ironhide encouraged as well. He could almost make out the tiny hand through the thin layer of the cocoon.

"Should you help him?" Magnus asked after the hatchlings third unsuccessful attempt to break the translucent skin.

"Only if the hatchling were in any danger," Ratchet firmly responded. "It is best that they do it on their own."

"There," Alpha Trion pointed out when fluid began to ooze out a small slit.

"Come on Optimus, you can do it!" Ironhide whispered to himself. "You must…all our hope rests with you now."

With a final attempt, the small slit widened, the cocoon broke suddenly and the hatchling spilled out with the gush of embryonic fluids. He instinctively curling up once the cooler temperature of air in the room hit him. No one moved or blinked an optic. This was a moment to be treasure…to be remembered always.

The birth of a Prime.

So over come, several mechs knelt down on a knee and bowed their heads, thanking Primus. Yet all watched the tiny Prime slowly uncoil his long arms and legs. He spluttered and coughed, ejecting the nourishing fluid from his mouth.

"Ratchet…" Ironhide whispered.

"No, give him a moment," Alpha Trion smiled knowingly, holding the medic back.

Ironhide remained quiet. Ratchet didn't protest. Trion was far more experienced at these things and had witnessed the birth of several Primes during his long life. No one dared doubt his knowledge…ever.

The hatchling began moving uncoordinatedly. Ironhide could swear that Optimus was trying to stand up. A determined beep sounded followed by a flurry of chirps from the hatchling as he continued to struggle until he finally managed to sit on his aft with a grunt.

Optimus lifted his head up and stared intently at Ironhide. Blazing blue optics blinked slowly a few times.

"Hello Optimus," Ironhide smiled, kneeling down closer to the hatchling. "It's nice to finally see you."

The hatchling suddenly let loose a hard wretch and ejected gooey fluids, splattering them all over Ironhide's chest plates. Optimus instantly started crying while Ironhide felt utterly disgusted.

"Guess that means he's happy to see you too," Magnus chuckled, making everyone laugh.

…

Lennox laughed.

"What are you laughing at?" Ironhide asked narrowing his optics at his friend. "Your daughter has puked on you a number of times when she was a mere baby. I've seen it…and smelled it. The slag stinks!"

"Right…um…sorry," Lennox coughed, trying to keep from laughing. "It's just kind of hard to imagine Optimus being a normal baby."

"Nothing was normal about his life or his training. He was to be Prime. All our hopes lay with him. And he carried those responsibilities with dignity. He understood the meaning of duty and honor. Even when it came to the femmes."

"You mean…he didn't just get one of them?"

"With his brothers dead, it was up to him to continue the Prime bloodline."

"Lucky bastard," Lennox remarked.

"One of the advantages of being Prime," Ironhide smirked.

"So…any baby Primes then?"

"I don't know. No one knows. One night all three of the femmes just disappeared. When I gave the order to look for them, Optimus cancelled my order and said 'this was how it must be' and walked away. I knew then he ordered them to leave for their safety. Optimus truly loved all three of those femmes equally, never favoring one over the other. But that's a story for another time. If we have another time."