I do not own Transformers- all rights belong to Hasbro/Dreamworks. This is a one-shot I started on after I saw RotF and was emotionally moved by Optimus' death and only just finished after commandeering my nephew's copy of the DVD and re-watching it to get some of the details. I would also like to dedicate this story to Cyndi, because although we've never actually met, her outstanding work on both Fanfiction and deviantArt remains one of my biggest inspirations. Constrictive criticism is always welcome and much requested in an effort to improve my Transformers related stories.

Enjoy.

Pain. Sudden, screaming pain. Optimus Prime looked down to see Megatron's blade protruding from his chassis. "You're so weak!" the Decepticon leader hissed. With a violent wrench, Megatron pulled his blade free, severing more of Optimus' internal wires and workings. Energon began to seep from the Autobot's chest, flames leaping up where wires rubbed against each other and created friction. Optimus staggered backwards, clutching at his wound. Blinded by the searing pain in his chassis; no longer able to stand, he crashed to the ground in a cloud of dust. He found himself on eye-level with Sam. The terrified human boy was screaming Optimus' name, trying to make his way around fallen trees to reach the fallen warrior's side. Optimus found himself 'breathing' in shorter and shorter gasps. His spark ached and flames and energon still leaked from his chassis. He would offline soon, he knew. There was little time left.

He turned his optics towards Sam. The human boy who had become his friend. The human boy who had saved his life at personal expense during the battle of Mission City. Slowly, Optimus lifted his head, every movement costing him pain.

"Sam, run" he said weakly. The last thing he saw was Sam's swift nod, grief and fear written across the boy's face. Optimus felt his optics flicker and close. His body twitched once and he was still.

The last of the Primes had fallen.

***

Optimus Prime was dreaming. Centuries of memories were flashing before his closed optics. He saw his entire life since the beginning of the war laid out before him, passing in what would seem like the blink of an eye for a human, yet to Optimus seemed to last eternity, every memory as vivid as if he was truly living it again.

He saw the planet he loved ravaged by war. Everywhere he turned his optics, there was carnage, death and destruction. He looked to the skyline- Megatron clung to the spire of a building, his red optics blazing hatred. Optimus looked up sadly at the mech he had once called a friend..... and much more. He turned his head away and lowered his face mask. "Autobots" he called to his troops, "Roll out."

He saw Bumblebee crawling through the ruins of Tyger Pax, one hand clutching at his crushed vocal processor. Optimus urged the youngling to speak to him, tell him what was wrong. But he couldn't. Bumblebee's voice was gone. He remembered how he had held the young Autobot throughout the night and comforted him as shed his silent tears.

He saw the Allspark falling through space, launched from his hands. He heard Megatron's furious scream; At least the cube was safe from Decepticon hands, only now there was a chance it would never be retrieved. He saw Megatron's jet form above his head, already in pursuit of the falling cube.

He saw Bumblebee convert to transition form, preparing to go ahead of them all, in search of the Allspark. He stared up at the dark sky, watching until the young Autobot was well out of sight. And although he knew he could no longer be heard, he lifted his head and whispered to the sky. "Good luck, Bumblebee."

He saw Cybertron crack in two, energon and boiling lava spewing from the fissure .From the sky above he began to convert to his transition form, ready for travel. Around him, Jazz, Ratchet and Ironhide stared down at what was once their planet, now breaking up and crumbling to dust. As the Autobots turned away, he took one last look. And for the first time since the war began, he cried.

He saw the Autobot insignia projected into space. Bumblebee was calling them down to Earth. He must have found the Allspark's location. Nods from the others told him they'd seen the signal too. Once more converting to transition form, they left Mars, this time headed for Earth.

He saw Sam and Mikaela for the first time, their faces a mixture of fear and curiosity. He introduced his friends and troops, one by one, and then told the human children the story of his people, and the war that had destroyed their planet. He left out much of the detail, for his sake as much as theirs. Five years had passed and yet the memories were still fresh and painful.

He saw Bumblebee being dragged off by human men. The yellow Autobot was whining in pain and fear as large 'nets' made of some metallic substance were thrown over his body. Sam was shouting at the men, demanding they let Bumblebee go. The men didn't listen, and along with Sam and Mikaela, he was forced to watch as a friend was dragged away.

He saw Jazz ripped in two by Megatron's huge claws, his friend's Spark extinguished in an instant. There was nothing that could be done, but inside, he felt his own Spark breaking at the loss of his friend. He'd lost so many he cared about, and still the blow was bitter.

He saw Sam racing through the streets of Mission City, clutching the Allspark to his chest, panic written across his face. Megatron was chasing him though the level of one of the taller buildings, ripping away at the stonework in an attempt to reach the terrified boy.

He saw Megatron's giant form go limp as Sam shoved the cube roughly into his chassis. He fell to the ground, and when the dust cleared, the silver mech was spread-eagled across the shattered pavement. Dead. He bent down and pulled something from Megatron's chassis- a single shard of the Allspark. It was all that remained.

He saw the brightly lit city of Shanghai from above as the NEST helicopter dropped him from the sky. The city truly was beautiful, but this was no time to appreciate human aesthetics. There was a Decepticon on the loose in the city. As his feet hit the road and he transformed back into a Peterbuilt, Optimus felt a sudden pang of regret for the human lives that would inevitably be lost during this mission.

He saw the human Galloway standing on the platform below him. There was an arrogant air about him that Optimus didn't care for in the slightest. Galloway seemed to think that the Autobot presence on Earth was the cause of all the problems. "They're hunting you" he said. Optimus countered him with a rounded argument, but as the conversation drew to a close, he could see that his words had had no effect on the human in the slightest. As he walked away, Optimus realised that there had been no human he had disliked so strongly since he had met Simmons.

He saw Sam standing below him in the graveyard as he asked the human boy to help him. Help them all. But Sam was shaking his head, saying that this wasn't his fight. As he walked away, Optimus sighed. Perhaps they'd pinned far too much on the boy. But it didn't stop the words escaping his mouth. "We need you Sam," he whispered, as he and Bumblebee drove away. "More than you know."

He saw Megatron leaning over a terrified Sam, as a smaller Decepticon with sharp pincers drew ever closer to the boy's face. As he and Bumblebee crashed through the roof of the old warehouse, his spark was wracked with confusion and pain. Megatron was alive. The mech he called his brother......the mech he had loved, was alive. Yet nothing had changed. Those red optics still blazed with hatred. And so with a sigh, Optimus powered up his cannons and prepared to fight once more.

He saw Grindor's head break apart and felt the dead weight of Starscream's severed arm in his hands. And he wondered when the violence would end; how many more times would he be forced to kill and maim for the sake of peace? Optimus felt Megatron's claws smash into his face, ripping away his battlemask. Yet he kept fighting, unsure how much longer he would be able to hold out. He called out to Sam, told him to run. And then he felt the pain. The sudden, screaming pain.

And then he was alone. He was alone and he was nothing and he was nowhere. Left in the cold and the dark without a single memory left to comfort him. And then the darkness was peppered with brilliant lights, and Optimus Prime was left to drift amongst the stars.

***

And suddenly he was everything and he was everywhere and everyone was with him. And the pain was there, and the pain was real and it was stronger than ever before. And the stars were fading away, becoming a bright blue sky above a shell-shocked landscape and the terrified, filthy, triumphant face of Samuel James Witwicky leaning over his face, perched on his chassis, his hands still wrapped around the Matrix of Leadership.

***

Optimus Prime's optics fluttered and opened. The last of the Primes had returned.