Disclaimer: Do not own Transformers IDW G1, MTMTE it belongs to Hasbro, nor do I own the song from Les Miserables.

Warnings: Character Death

This is my personal AU of what COULD have happened instead of Poor Rewind dying and Ultra Magnus in his current critical state. So it's kind of an alternate ending and it's set in an AU of what could have happened

...

Forget Me Not

...

…

The Lost Light, Present time.

…

Fortress Maximum sat in his quarters, helm in his servos.

Primus, even after all the therapy sessions with Rung, being on this crew swarming with Autobots and trying so hard to come to terms with it, the giant was still unable to find a way to speak with anyone about his time on Garrus-9. His time being tortured, abused and left helpless for so long….

But what truly drove him insane was that he couldn't bring himself to hate the mech who had done this to him. He had every right to hate him, to take revenge and destroy him. Though honestly, how could he when he knew why Overlord had become what he was now?

How could he hate a mech he had been so close to before the war? Before the Council, the Institute and Megatron practically destroyed who he once was? How…..?

Fort Max looked out his window at the millions of stars outside, dazzling dark depths of space in glimmering dots. He hated being alone. Because it was moments like these he started to slip into his old memories…

…

Cybertron, Iacon, the Golden Age

…

He walked down the streets of Iacon with a skip in his step and energon goody in his mouth, the sparkling made his way back home, giggling and smiling as he made his way down the street to where he and his family dwelled. Youngling Fortress Maximus walked back from the goody shop where he had been sent to fetch some silver shavings for his mother to put in her famous rust sticks. He also had a small bag of energon candies in there as well, since he had enough extra credits to spend.

He was always happy to run errands for his parents, since they trusted him enough to make quick runs to the shops and pick up what they needed while they were working hard.

The little Cybertronian hummed a nursery rhyme he had learned from his grand-creators and the other sparklings his age. He passed the Crystal Gardens, continuing to hum the little tune. That is, until he heard someone whistling. He stopped, humming in surprise before the whistling stopped. Fortress Maximus looked around in confusion. There was a small noise—a small giggle—before the whistling started up again.

Fortress Maximum turned and looked at one of the ancient, tall night-crystal willows, it's branches reaching out over the wall that protected and guarded the gardens of Iacon, reserved for those who lived in high-classed society. But it wasn't the tree the caught the young mech's attention.

No, it was the young sparkling, about Fortress Maximus' age, possibly younger, lying on one of the branches with a data-pad in his servos as he continued whistling his tune. Well, until he saw Fort Max staring at him. He tilted his helm at him in surprise.

Fort Max returned the gesture, curious, "Whatcha doin' up there?"

The strange mechling shuttered his wide, red optics at him, before tapping his digits together nervously as he looked down upon him.

"Um…I-I….I'm reading…." He held up his data-pad for the other mechling to see, though it took Fortress Maximus a moment to actually get a good look at it.

"Oh. Is it a good story?" a friendly smile formed on Fort Max's face plates.

The other mechling hid his face plates behind his data-pad, only one of his red optics peeking out as he nodded in confirmation.

Fort Max's smile only grew wider, "What's it about anyway?"

"Oh…u-um….w-w-well it's about…about a Prime who rescued a pretty femme from an evil mech," the mechling relief, rubbing the back of his neck nervously, "I…don't know why my Daddy gave me this story though….he just said to read it… but…it's a good story!"

"If you don't like the story, then why not ask for a different one?" the child asked in slight confusion.

"….because then Daddy will be mad at me," there was a small tremble in the younger one's vocalizer.

"Oh," Fort Max replied, before he perked up, "What's your name?

"My…my name?" the other mechling asked.

He nodded in reply, "Yeah, what's your name? Mine's Fortress Maximus….it sounds pretty silly huh?"

"No," he looked up at the answered, shuttering his optics, "No, actually. I don't think it's silly. Sure, it's a teensy bit long, but it's kind of cute. My name's Overlord Mr. Maximus," when Fort Max heard him giggle, his smile only seemed more exuberant.

"Call me Max or Fort Max for short. My Mommy and Daddy and….and my friends call me that…" Fort Max looked at the other mechling, a little anxiety in his optics.

Overlord tilted his helm, before he smiled. He stood up, and then climbed up his branch, making it become lower and lower until he was face plate to face plate with the other young Cybertronian. "Okay…Max."

It was the start of a young and long friendship…

….

Seven Stellar-Cycles later….

…

"You sure about this?"

"Of course I'm sure, why would I do this if I wasn't sure?!"

"Because you're a shy, antisocial mech who couldn't even work up the cogs to tell our teacher who had really pulled that prank on Kup when you were framed for it?"

"….Sunstreaker and Sideswipe used black-mail!"

"Mm-hmm, excuses…."

"Shut up, Overlord."

The snort and chuckle made Fortress Maximus roll his optics at his best friends. It had been over seven stellar-cycles since he and Overlord had formed their friendship and since then, they were hardly seen together without the other. When they started going to school, the two mechlings all their time together in their classes, not matter what the teachers said.

Overlord stood beside his friend, looking up at the window to the large estate where a pretty young femme in their class lived. Fort Max had a small crush on her and he just wanted her to notice him. Of course, Overlord teased and joked with him about it, but that didn't stop him from helping him get her attention.

Fort Max gulped, looking to Overlord before the data-pad with the poem was handed to him.

The youngling gulped as he looked down at the data-pad, wincing a little.

There was a scoff, causing him to look up at his friend.

Overlord eyed him in annoyance, "If you have gone chicken-bot now…"

"No! No I haven't, really!"

"Well good. I was up all night-cycle revising your poem for you and I am not about to let you put all my good work to shame," Overlord crossed his servos over his chassis.

The two mechs stood there a moment, the only sound being the far off motors of mechs and femmes in their alt. modes driving off and around Cybertron. With how these two interacted now would have baffled those at their school. Many considered Overlord to be the shyer of the two since he hardly spoke to anyone except Fort Max, who was pretty friendly though he kept a distance from a lot of mechs and femmes as well.

He nervously look at the window, "uh….how do I get her attention?"

Overlord face palmed as he stood there, giving a growl of frustration before grumbling as he searched for a bit of debris. He off-lined one optic, taking aim at the window, before he threw the piece of debris.

CRASH!

Fort Max winced, while Overlord gaped in shock at what he had just done. Lights turned on all over the building before Max grabbed his friend's arm and high-tailed out of there as fast as their small pedes could take them.

"I am never helping you again, do you hear me?!"

"Less talk more running!"

The two younglings made a sharp turn into an alleyway, as shouting could be heard behind them full of curses and obscenities. All of this trouble caused by just wanting to read a simple love poem to her? It was so not worth the time and effort that Max had put into planning this and the fact that his friend had also put in so much work to help him out.

Both younglings took a moment to catch their intakes, both sliding to the ground together. Overlord leaned on Fort Max's shoulder. Max froze, while his friend rested his pedes.

"Primus that was close…." He said softly, intakes ragged.

Fort Max turned his helm and tilted it at the mech leaning on him, "Are…you okay Lordy?"

"Fine…just hoping my Dad doesn't catch me sneaking back into the house later….I….I don't want him catching me after all this."

"….you want me to walk you home?"

Overlord looked at him, before he slowly nodded, "I would like that actually please. Thank you Max."

"You're welcome."

…..

Four Stellar-cycles later…

….

"Ugh! I hate my lip plating…."

Fort Max looked up from his homework to see the teenage Overlord kneeling on his berth, poking at his soft, pouty lip plating with ire in his optics.

"….they don't seem too bad to me," Fortress replied, giving a smile.

The mech turned and glared, "It's easy for you to say, you're not made fun of for having femme lips at school!"

He turned back to the mirror and rolled his lips in an attempt to make them look thinner, not noticing how Maximus stared at him from his desk. The mech watched his friend trying to make his lips look more masculine than the feminine. Honestly though, Fortress Maximus liked Overlord's lips. They were perfectly shaped ones that femmes would die to have pressed to their own, and it didn't help that Overlord had a curved and well sculpted body to go with them. If Overlord ever decided to put them to his advantage, he would have suitors lining up for him at the door. But the mech didn't realize that his lips for perfect for giving lasting kisses that would cause mechs and femmes alike to wobble at the knees….Fortress Maximus included.

The mech smiled at the futile attempts of Overlord, shaking his helm. The mech could be pretty silly when he wanted to be especially over something so unimportant. That only made him cuter than he was. He placed a servo on his friend's shoulder.

"Lordy, they're fine," he said firmly, with a grin on his face plates.

Overlord looked at him, narrowing his optics cynically. Fort Max simply just kept smiling at him, before placing a servo on his helm in a friendly gesture. He could feel the younger mech relax, before a small smile formed by those perfect lip formed on his face plates immediately.

"Besides," he added, "you should be focusing on that science project due in two weeks. You know how much our teacher—"

B-Beep! B-Beep! B-Beep! B-Be—

Overlord stiffened, fear crossing over his face plates, before he on-lined his comm. link hesitantly to answer. Fort Max stared at his friend and removed his servo from Overlord's helm when he waved it off.

"Yes….Uh-huh, but….Dad, I—you said I could stay over!" Overlord winced, causing Fortress Maximus to stiffen a little bit himself, "But—!" another wince, then, "Okay….yeah, I'll be home…" there was a soft click, before the line disconnected.

His friend didn't look at him as he spoke, "My Father wants me to come home."

"What? But he said it was all right for you to stay over for studying!"

"He changed his mind. He has…friends over again and…he wants me to meet them…" Overlord shuffled his pedes a moment, "Look, I just have to go. I'll catch you in school tomorrow. We can work on the project then, okay?"

"…. All right," Fort Max whispered. Then he perked up a little, "Do you need someone to escort you home?"

"No," the answered was sharp and quick. Overlord still didn't look him in the face plates, "I know my way around the streets. Nothing to worry about. See you tomorrow?"

"….Of course," Fort Max replied, before he watched his friend turn and leave.

It turned out however, that he wouldn't see Overlord for a whole five stellar-cycles after that….

…

Five Stellar-cycles later…

…..

Fort Max had a whole stack of energon cubes loaded in his trailer as he drove back to his own apartment complex. He hummed as he made his way back from working on the latest Construction of another tower for Iacon City. As if they really needed anymore honestly.

The mech drove through the streets, as he felt his muscle cables screech quietly from the strain of lifting heavy beams and moving materials back and forth between work stations to make sure the construction went smoothly as he went.

He heaved a sigh as he arrived to his homing complex, unloading the cubes from his trailer on to the pavement before he transformed to his bi-pedal mode and carried them inside.

In all his existence, Fort Max wasn't expecting to earn the job of a construction worker. He had hoped his education from Iacon academy would help him get into a good job with good pay that kept him on his pedes. He never thought his size could prove such a disadvantage to getting a new job. Besides, despite graduating from Iacon Academy, Fortress Maximus' grades had drastically dropped in his last few years.

Because that was when Overlord and his father had moved out of Iacon, something that Max had only found out the next day when he had returned to school to find that his best friend was not there. It….hurt that Overlord hadn't bothered to tell him that they had planned to move. It was worse because he had no idea where he had gone and couldn't go see him. To make sure he was alright, had friends, was being well taken care of…. He had no idea and it scared the poor mech from all the worry. He once tried searching for him, but everything had been put under the files of Classified and when he tried investigating further, he was threatened to be taken to prison for attempts at sabotaging the systems of the government database and therefore he was not allowed to continue his search.

Fort Max sighed, huffing softly as he entered his apartment and headed to the storage chamber where he kept all of his energon. He rubbed at his optics, exhausted from the day's work before he grabbed a cube of low-grade so his tanks wouldn't wake him up for a midnight snack.

He made his way into his living quarters, putting on the vid-screen to see what kind of news was on for "Late-Night Cybertron!"

He sat in his favorite spot and got a bit comfy, as he tried to become engrossed by the latest stories and dramatics of Cybertron's government.

Crash!

Fort Max jumped slightly as the sudden noise of a broken red crystal vase. He stood up immediately, getting into a fighting stance.

"Whose there?!" he snapped.

There was no answer for a moment. Fortress turned off the vid-screen and made his way towards the source of the sound. He kept most of his trinkets in his study where he liked to disappear in his reading whenever he had the time. He slowly opened the door to it, his entire body tense with caution as he opened it and entered. If there was a thief in his home they better knew what they were doing because the mech would not hold back if they thought they could get past him and attack him. He heard movement in the dark corner of the room.

Out of sheer habit, Fort Max turned on the light.

"Huuuuh!"

Fortress Maximus' back his the door frame in shock when he saw who the intruder was in the corner.

Dulled coloring of his armor, cracks, chips and some gashes decorating his armor plating, his squinting at the sudden light, entire form shaking and looking like he had not eaten for a whole stellar-cycle, Overlord sat in the corner and looked like an animal caught in a hunter's trap.

Fort Max continued staring at the younger mech in shock, like a mech who had only heard about a person, before seeing them for the first time. His spark was broken by the sight of his old friend's current state. Overlord attempted to stand, wheezing intake wracking his batter and weaken frame.

Immediately, Fortress Maximus ran over, catching the mech before he fell "Overlord….?"

The mech looked up at him, helm trembling, before he managed a smile, a drip of energon blood dripping past them and down his chin, "Hey Max…"

The older mech stared down, mouth hanging open and optics wide in shock at how weak and frail he looked, before he lifted him up in his arms and carried him towards his living room.

Overlord whimpered in as he was laid down, before Fort Max rearranged his limbs to make him more comfortable. Once he was satisfied that he was, the gentle giant went to get a medical kit he always kept in a safe.

When he returned he placed the kit on the coffee tables and looked at Overlord with concern, "Primus, Lordy what happened to you?"

"E….E….En-n-n…energon…" was the hoarse reply before being followed by a cough.

Fort Max nodded, before he went to his storage chamber to grab a cube of low-grade. Overlord didn't like high-grade, but considering the state he was in, Max knew he wouldn't be able to handle even a cube of mid-grade. Gently, he tilted the younger mech's helm back and poured he liquid into his mouth and down his pipes.

Overlord tried chugging it down fast, but Max pulled the cob away before he could get half of it down.

"If you drink this too fast Lordy, it will make you purge! Primus, you refuel like you haven't had energon in half a deca-cycle…."

There was no answer, but the look Overlord gave him made Fort Max's systems run cold and his vocalizer went into silence. By that look alone, he must have pretty much guessed correctly. In that moment, so many questions went through Fortress Maximus' helm: where had Overlord been? Why was he starving like he was now? Who had done this to him in the first play?!

There were a few wheezy intakes that caught Fort Max's attention, his form relaxing slightly. He could ask questions when Overlord had gotten better and was back on his pedes. He gave him two more cubes of low-grade, always making sure he consumed them at a steady pace. When he was sure he was somewhat rejuvenated, Fort Max smiled at him.

"It's good to see you Overlord….even if it's not under the best circumstances…" he smiled before reaching under the couch and pulling out a cooling blanket, "get some rest my friend. Primus knows you deserve it…"

"Hmmm…." Overlord mumbled, off-lining his optics and slipping off.

After a moment Fort Max caressed over one of the antennae, before he pressed a gentle kiss to it, "May you have sweet and peaceful dreams tonight…."

...

Fort Max spent the next two meta-cycles helping Overlord get better and recuperate from his battered state. So far he was able to get him to walk and eat by himself, although there were a few times when he was teensy bit wobbly….

There were still some scars here and there, but Fortress Maximus did no pester him about it out of fear that it would cause him stress or drive him away. The last thing Fort Max wanted losing his best friend a second time. Especially since he was still…still in love with him…

Overlord was currently in lying down on the couch, just looking at the windows as Cybertron's daylight shined down on him. He seemed to just be basking in the warmth that the sun had to offer him this day. It was actually kind of cute since he seemed to curl up on the couch like a cyber-kitten.

The older mech smiled at the sight, almost feeling bad that he would have to disturb the poor mech to give him some energon. But alas, such adorable moments had to be interrupted.

"Hey," he said softly.

Overlord turned over and then he smiled, "Hey…."

The two mechs seemed to just stand and stare for a moment, before Fort Max cleared his throat and walked over to hand Overlord a cube of low-grade, "Here we go, some good energon…"

"Hmph. You mean sparkling food?" Overlord snorted, before eyeing the cube.

"C'mon Lordy, you know I don't want you to get sick…" Fort Max replied softly.

Overlord sighed, again giving the cube a critical look over before he drank it. Fort Max held back his snicker as best he could when he saw the way Overlord wrinkled his nasal ridge I distaste.

He placed his massive servo on the younger mech's helm, "Lordy. It's not like I'm feeding you acid. Just making sure you make a full recovery."

"I know," Overlord slumped a little, "I…I know Max, it's just….it's weird living in Iacon again. It's been so long I almost…." He trailed off, his optics seeming to glaze over slightly.

Fortress stared for a moment, as the young mech seemed to be getting lost in himself, his face plate's lax and blank. Then he started to get worried when Overlord continued to have that far off look. Max waved a servo in front of his face plates in order to get him out of the stupor he was in.

"Lordy…?"

The young mech shuttered his optics, before he looked around as if his mind had just returned from where ever it had gone, "Sorry…."

"Don't be sorry Overlord. I…I feel you have been through a lot and most of it…most of it hasn't been good, has it?" he noticed the way Overlord tensed when he spoke. He backed off immediately, "You don't have to tell me now. Only when you feel you want to…"

"Max," his friend replied, his helm bowed, "I…thank you…"

Fortress shuttered his optics, before he looked at him sadly but with understanding. He thanked him for not pushing to know things from him, for helping him these past weeks…he didn't need to say those things for Fort Max to know. He smiled at the mech he's been in love for who knows how long.

"You're welcome Lordy."

…..

"No! No! NOOO!"

Fort Max snapped up right in his berth when he heard the agonized screams. They continued, as he jumped out of his berth and ran to where Overlord was recharging. He found the young mech thrashing on the couch while grabbing his own helm, screaming as he continued writhing.

Energon blood was bleeding from the scratches he was inflicting on himself.

Max ran over, his spark seeming to jump on his throat, as he grabbed Overlord's servos and held them from causing any more damage than was already inflicted.

"NO! NO! Let me go! Please, no more!" Overlord was sobbing, as he unconsciously struggled and squirmed.

"Lordy! Overlord! OVERLORD!" He shouted giving a harsh shake to the struggling mech, "Wake up, you are having a nightmare!"

Bright ruby optics on-lined at the shout as he gasped in sudden shock. The way he looked around in fright and anxiety made Fort Max's spark give a hurting twist, as he had never seen Overlord look so frightened in his existence. He was one of the bravest mechs Fort Max had ever known.

When those scared optics met his, Fort Max's spark felt like it had been shattered when he saw the tears brimming from Overlord's optics…

"Lordy…" he whispered, reached up slowly.

Overlord remained still for a moment, his vents shaky as he allowed the older mech to caress his thumb over his cheek where one of his tears slid free….

A sob broke through as he leaned his helm forwards against Max's strong chest plate, and he shook with them, breaking down hard and wailing as he allowed himself to be held like a sparkling. Fortress felt lost and helpless as he comforted his distraught friend and the mech of his utter desire.

"D-Don't let them get me…! I don't w-w-want to go back…! Don't let me go back Max, please…!"

Gently, he placed a servo on his helm, "Shh….hush now, I'm letting you go anywhere….Overlord…."

"Th-th-they'll hurt me again…they'll hurt me….don't let them…" Overlord sobbed into the warm chassis.

Fortress hushed him, "You're not going back and no one will hurt you here…I promise Lordy, you're safe….you'll always be safe with me…."

The crying continued for another few mega-cycles, Overlord begging him not to let him go back to the unknown place that scared him or to the strange mechs he spoke up that would take him away, while Fort Max kept whispering and cooing to him to calm him down and get him through the obviously traumatizing memory….

Once he was somewhat calm, Overlord looked at him, with glassy, shining optics.

When he spoke, his voice was crackled in all kinds of place, "C-ca-can I…can I sleep with you…i-i-in your berth tonight…? I don't w-w-want to-to be al-l-lone…."

There was gasp, as Fort Max picked up the young mech and carried him to his quarters without hesitation, "Of course Lordy….of course…."

Sometimes the physical closeness of another calmed the nerves of those who were in a state of relapse. Or at least that's what the data-pads he had borrow written by a famous therapist told him.

He gently carried the young mech back, before slowly lowering him down. He wrapped the blankets around his body, before slipping in beside him, allowing him to press the side of his helm against his chest and over his spark chamber.

"Sleep now…you need it," Fort Max said softly, while his spark began a series of clenching and fluttering in sadness and happiness as he was so close to his mech he wanted.

It felt like centuries went by as Max listened to Overlord's breathing to make sure he honestly was in recharge as he listened for gentle, relaxed intakes and outtakes. He wrapped his arms more firmly around Overlord before slipping off into recharge himself.

….

Fortress sighed as he laid down on his berth, growling and grumbling as he threw the data-pad from work that said he was suspended from the Construction team for the next twenty meta-cycles. And all because he had lost his temper with one of the other workers. Overlord had gotten better enough to go outside now and Fort Max thought it would be okay to show him where he worked.

However, this one mech had been asking for an aft-whooping! When he had been showing his friend around, the mech had propositioned Overlord to join him later after work with a sickening leer in his optics that made Fort Max spring into violent action. The slight fear in Overlord was what really got him going.

FLASH!

Overlord walked beside him, "So, this is where you work, eh? It's kind of….big…"he tilted his helm back to stare at the beams going up towards the sky.

Fort Max chuckled, "Well, it is going to be another Iacon tower after all. Those are pretty damn big…"

"True," the two mechs shared a small laugh, smiling at each other.

He tapped the younger mech's helm playfully, "You're cute when you're happy, you know that?"

A blush formed over Overlord's face plates, "No I'm not Max. Stop it."

Before Fortress could retort however, there was a sudden loud wolf-whistle that made the two mechs look up. Jumping down from beam to beam was another large mech. Fortress narrowed his optics as him as he landed directly in front of Overlord, getting in between him and Fort Max.

"Roadbuster, what are you doing?! You should be up at the top fixing some of the cabling!" Fortress Maximus snapped.

Roadbuster snickered, ignoring him as he loomed over Overlord "Hey there honey, how much is this guy paying to keep you here?"

"I….what…?" Overlord said softly.

"Oh c'mon, don't tell me you've been selling yourself short to Fort Max because he's been missing days of work?"

Fort Max's optics widened as he glared at Roadbuster. He did not just imply that Overlord was….was a….

"I bet I could pay you more for a good time. Whatcha say? Wanna see what a real mech can do to make you scream?" Roadbuster licked his lips hungrily, "We could go somewhere after I'm done working. C'mon, ditch this loser already, and be my little escort…"

"Sc-scream…?" Overlord whimpered, cringing under the larger mech's gaze, as fear shined in his optics, "E-escort….?" His voice had gone unbelievably soft as he realized what the mech was asking of hm.

Fort Max stiffened, his optics narrowed angrily.

"C'mon, I'll pay ya now even for a quickie!" Roadbuster pushed Overlord back.

"Unh!"

That was the energon cube that broke the turbo-foxes back struts. Fortress Maximus roared as he tackled Roadbuster and began beating the living spark out of him…

FLASH!

Fortress Maximus pulled some of his cooling blanket over his helm and groaned. Primus, he shouldn't have done that.

There was a timid knock on his door that made him look up, "yes?"

"…Max?"

The older mech pulled the blanket down slightly, optics narrowed a bit, before they immediately softened, "Yes Overlord?"

Overlord stood there, looking ashamed an slightly confused, "I….I am sorry if I caused too much trouble for you at your job…"

"What….?! No! Oh no, Lordy this wasn't your fault, I promise! Besides, it's only a suspension and they haven't cut my pay so I'll be fine," he reassured the young mech, getting off the berth to go towards him.

Overlord took a step back when his friend tried to reach for him, "No….no, I….I'm causing you trouble, aren't I? I don't mean to Max…"

"Overlord, really this isn't any of your fault," Fort Max replied softly, "Now stop blaming yourself."

"No…I…." Overlord gulped, "I….I….I saw how angry you got when that mech approached me. I know the anger had something to do with how he talked to me. I do not want you to risk losing your job again if this is the result…I've already looked for vacant spaces outside the city…"

Fortress Maximus just stood there, staring at the younger mech with his mouth hanging open slightly while his processor was downloading this information. Did he really think that he was to blame for the fight? Gently, he placed his servos on Overlord's shoulders.

"Lordy. Look at me," he reached up and turned the young mech back to look him in the optics, "Look and listen. The fight was in no way your fault, understand? If anything, the mech who approached you and treated you so rudely is the one at fault."

Overlord's optics looked at his face plate studiously as if looking for any signs of falsehood. Max gave him a sincere smile.

"I don't want you to go Lordy, not until I know you'll be all right on your own and absolutely sa—"

Fortress froze, cut off mid-sentence when a pair of soft slightly plump lips met with his thin ones. His optics widened, his body completely frozen as he processed what was happening. However by the time he had, those soft lips had pulled away before he could return the kiss. He looked at Overlord who looked at him a moment with wide optics before hurt crossed them. He turned his optics to stare at the ground now, tears streaming down his face plates yet he was not sobbing.

"I'm sorry Max…" he turned and ran out of the berth room.

Fort Max tried to reach for his shoulder to catch it an stop him, but all he caught was nothingness as Overlord turned and disappeared. He stared at the spot Overlord had just been a few moments ago.

"Oh primus..." he whispered, falling to his knee struts, "Oh sweet Primus…."

Did….did Overlord really just….? And just now…?

Fort Max remained there, before he looked miserably at the spot where Overlord had been a moment ago, "…Oh Overlord…."

….

One meta-cycle later…

…

Fort Max laid there on his berth, looking as the moonlight streamed through the window, his optics looking over an old picture of him and Overlord when they were just sparklings playing together.

For the past few solar-cycles, Overlord had been avoiding him. He didn't look him in the optics when it was time to refuel, he left the room whenever Max entered it and he gave short answers whenever he was asked a question or was asked for help.

Fortress tilted his helm back, feeling like the worst person in the world. Ever since they had kissed, he felt like such an aft for not responding and indicating that his emotions towards Overlord were mutual. And he hadn't gone after him to explain either and that made Fortress Maximum feel like a fragger even more so!

He turned over on to his side. Was Overlord really into him? Or was he just….was he just feeling guilty and felt he had to show he was sorry by kissing him?

….He really didn't know much of what had happened to Overlord before he returned to Iacon…to him. How could he truly help the poor mech when he hasn't really opened up to him? How?

The older mech sighed as he off-lined his optics and turned away from the door in an attempt to recharge. However his attempt was unsuccessful when he heard the door to his quarters creak slightly. Fort Max remained still and evened out his air intakes to be relaxed, as he heard gentle pede steps attempting to sound quiet.

Fort Max just laid there, before he felt a slight tilt on one side of the berth.

"…Fortress Maximus?"

He remained silent as he laid there and ten felt a servo on his arm.

"…Max…if you're not in recharge and can hear me…I'm sorry if I misinterpreted your feelings for me…."

Fort Max's optics brightened on-line, although Overlord couldn't see them. Misinterpreted..?! He listened as the younger mech continued since he was not yet done.

"…I just want you to know that….out of all the fraggers I knew in this city, you're the only one I really missed…..My spark broke when my Dad took me away without allowing me to say goodbye…by Primus why didn't the slagtard let me say goodbye?..." he heard Overlord take in a shaky intake to calm his nerves, "I just want you to know that….even if you hate me now I don't hate you….I never could no matter how you infuriated me before…no matter how much it may put you in danger…I love you too much to hate you…."

Fort Max's optic widened , his intakes catching at the confession while his spark leaped in its casing. Overlord…Overlord just said….! He just said he…!

"And….even if…you never return my love, you'll always have me….I love you Max…." There was another shaky intake before a small whimper escaped from the younger mech.

That was it. He couldn't just lie there with Overlord on the verge of tear. Fort Max sat up, grabbed his shoulder and turned him around. He ignored the surprised expression on Overlord's face plates and then kissed his lips. There was a moment of reluctance when Fortress heard the muffled cry of shock as the suddenness of his actions. Gently he took Overlord's face plates in one servo and kept him in place before he felt those perfect lip plates return his kisses.

It felt like millennia went by before both the two mechs returned from the kiss to cool their systems. Overlord's optics were half-closed, a small blush forming on his face plates as he looked right at Fortress Maximus. The older mech smiled warmly, leaning to lightly brush their lips together.

"I love you too Overlord…"

….

One stellar-cycle later…

…

Fortress Maximus hummed as he rested his helm on Overlord's lap while the vid screen was on-lined before the two of them. He felt gentle digits caressed over his helm fins as they listened to the latest news about another Council scandal involving a seeker, as the young night finally settled in.

A smile slid over his face plates as he laid there in the most comfortable place he could ever be: right by his lover's side. To think, a whole stellar-cycle had gone by since he and Overlord had gotten together as a couple. It felt like everything had finally fallen into place perfectly, like Primus was smiling upon them at this moment. He felt those gentle lips pressed to the side of his helm.

"Hmm….that feels nice, sweetspark…" he whispered before reaching up and caressing his lover's helm.

He felt Overlord smiling against his cheek, before he turned his helm to kiss his lips. Fortress Maximus sighed in contentment, getting lost in that sweet kiss. While he kept the kiss going, he reached into the compartment, to pull out a small band that had symbols carved into the sides. He took Overlord's servo in his and intertwined their digits together.

There was a soft click as Fort Max placed the bracelet over Overlord's wrist.

The younger mech's optics on-lined and he looked at the silver bracelet that had been placed there.

"Wh-what…?" he whispered, staring.

Fortress Maximus smiled, "Do you like it?"

"I….I…well, yes….where did you get this?" Overlord's optics were wide as he stared at Fort Max in surprise, looking between him and the bracelet.

"….I made it."

That made the mech stare at him for the next three minutes, one of his optical ridges raised in question.

Fort Max smiled warmly, "I made it in my free time at work…it's…it's a remembrance bracelet," he caressed and nuzzled one of the smooth servos, "The symbols on there are to remind you that I love you and that I always will…." He made Overlord look him in the optics, "…for better or for worse…"

Overlord stared at him, looking like he was about to say something when a loud knock from the door was heard, causing the two mechs to look up. Shuttering his optics, Fort Max motioned for Overlord to remain where he was. Who would be summoning them at this hour of the night?

He opened the door and saw two mechs about his size standing before him, "…can I help you two gentlemen?"

"…why….yes you can young mech..." one of them held out his servo towards him.

The second one placed a servo on his shoulder, "We are looking for someone you see. A young mech, about your age and quite good at hiding under out radar. His name is Overlord…"

Fort Max had already been uneasy by the two mechs mere presence. But when they mentioned his lover's name, that put him on high alert. He thought back to Overlord in the living room, before he silently prayed he stayed there while he took care of these two mechs.

"I…am afraid I cannot help you with that s—"

ZZZZT!

Max yelled as volts of electricity ran through his body when something injected into his chest plating.

"Oh, but you can Fortress Maximus…." The mech grinned in a leer, as his partner walked past him and into the living room, "You very much can…."

The last thing he heard before blacking out was Overlord screaming in complete fear.

…

What he remembered next had been all a blur of color, but the pain…the pain was as clear as the sun's light shining down as it ran in strong electric currents through his systems, disrupting them and making him roar in agony. He was bound down, that was for sure and he kept hearing voices, a mix of pleading, screaming and mechs snarling orders.

It was like a cycle that moved fast and mercilessly as he remained strapped down to the hard surface with no freedom to move.

It felt like he had been going through it for his whole life, until finally he seemed to finally wake up from his processor's drunken state.

The reality of where he was however was just worse. The room was dimly lit in a shade of blue light. He looked around the darkness to try and see some semblance of a mech being in there, so he knew he wasn't alone. Fortress heard some liquid dripping in the background, but other than that there was silence.

"Overlord…?" he croaked out, his pipelines sore and aching from the near endless torture in search still for his love.

"You'll be seeing him soon."

Fortress tried to immediately find the source of the voice, but someone held his helm in a lock. There was no need though, as the mech stepped around and let the room's lights suddenly brightened. Fort Max squinted his optics a moment to adjust.

"You look uncomfortable sir."

Fort Max snarled, "Where…where is he…?"

"Like I said, you'll be seeing him soon for a final farewell," the mech replied, picking up a few tools to study with his bright red optics.

"What the frag is that supposed to mean?!" Fort Max snapped, attempting to form some sort of movement in his strapped down state.

The mech simply continued to study his tools with a drawl air to him, "I guess you have a right to know why we have brought you here."

CLING!

The large mech stiffened when a scalpel landed only millimeters away from one of his sensitive head fins, making him go quiet in shock. The mech walked over a leisurely pace, like this was the most boring thing he could be doing right now. He reached up and slowly removed the scalpel.

"Overlord as he is named, is quite a special young mech," the scalpel came out of the table, "He was born a very special breed of mecha, one that can be quite useful for nettle purposes…but as you can see he's quite….reluctant to let us, how shall we say, train and mold him into what we're looking for. Unfortunately," one of those long digits ran over the scalpel gently, "I'm afraid you've become something of a distraction that he is unable to do as we wish of him. Quite the rebel," he mech began twirling the scalpel playfully, "But we have come to an agreement and since he's about to go through with one of our procedures and has been behaving so nicely, we shall reward him with one last chance to say goodbye."

Fortress Maximus grit his denta together. He understood why Overlord hated this place and why he had ran away. For as long as he's known him, Overlord hated war. He saw no joy or pleasure in killing others from and despised the gladiatorial fights with a passion.

"What are you going to do to him you sick fraggers?!" he growled.

"Well…." A door opened, causing the mech to look back, "Ah-ha, I will explain in a moment. Right now, you have a visitor."

Fortress Maximus looked up with his optics as…

"Max!"

Arms and servos wrapped around him, as he heard chains rattling slightly. Fortress Maximus tugged at his restraints out of habit of holding Overlord whenever he held him like this. He felt the younger mech trembling against him. He could also feel the collar of chains around his neck when he nuzzled it in comfort.

"Oh Primus Lordy, are you all right?" he whispered.

Overlord pulled back caressing his face plates, as serious look remained on his face plates, "Max, listen to me, you have to promise me something…"

"I'm gonna get you out of here," Fortress hissed, cutting him off, "Overlord don't give up to these fraggers, please…"

"Fortress Maximus, listen to me. I made a deal with them. You have to leave the moment they release you and never come back to look for me…." His red optics were wide and frantic as he looked him in the optics. It made the older mech uneasy.

"Not come back?! Pit no, I am not leaving you with these maniacs!" Fort Max snarled.

"You have to!" Overlord snapped back at him, "Please Max, you need to get away. Or they'll kill you…I can't…I can't lose you again…"

Fortress tensed slightly, "I can't…." There was a sudden clinking sound, as Overlord reached to one of his wrists and removed something from them. He slowly held up the silver band, "Hold on to this. So that you can always remember me as the mech I was when I was with you…because I'm probably never going to be the same mech ever again…"

Before Max could demand what he was talking about, his lover's lips met his in a deep kiss, while a tear drop slide from Overlord's optic and on to his cheek when Fortress Maximus returned it, the band being placed in his chest compartment. The chain rattled as it yanked Overlord off the older mech and then he was yanked over to the operation table across from Fort Max.

"What are you doing to him?!" he demanded, glaring at the mech with the scalpel.

Said mech sighed, "Well, since his memories of you from before he came here have caused a series of problems, we decided that we need a memory block and reprogramming to make him efficient for his future task."

"WHAT?!" Fortress roared, optics brightened in rage, "You wouldn't…! You can't do that!"

"Now, now. Sacrifices must be made to the pursuit of success. And I have every intention of succeeding in making him the perfect weapon Cybertron has ever seen and feared. Oh don't worry, the effects of the block aren't permanent, oh no! You see," he placed the scalpel down, beside the med. berth Fort Max was strapped down to, "there are only two ways for him to regain his memories: either have a mnemosurgeon remove it, or if you die and the block's man programming shuts down permanently since you would be no longer a threat to his 'mental well-being', so to speak."

Fort Max stared at the mech in horror, before he looked at Overlord as his lover was strapped down to the operation table. He remained silent, but he was shaking as he held back his tears from where he laid.

"No…" he watched as the mechs started removing the armor from around Overlord's helm, "No!" he watched Overlord's optics off-line and as the tears fell while digits and tools set to work. His lover looked at him, before smiling at him and mouthing the words 'I love you'.

Then he slipped into stasis as the surgeons pushed in the memory block and began to activate it.

"NOOOOOOO!"

…..

Present Day, Lost Light…

….

Fort Max remained sitting there for a longest time in his quarters on the Lost Light while millennium of memories flooded from his processor of him and the mech he loved. He still loved him. As twisted as Overlord had become when his memories were blocked, Fortress Maximus still couldn't stop remembering the young, bright and lovely mech he once knew.

And it had all ended because of the need for the scientists to create a better, stronger and newer weapon as he became a whole different mech.

The giant reached into one of his compartments and pulled out an old, slightly dulled band. He ran his thick digits over the engravings as an energon tear slid from one of his optics. He nuzzled it the old, worn metal as tears slid from his optics.

"Primus, why did this happen to us Lordy…?" he whispered.

He wanted him to remember. What they once were. What more they could have been. How they could have been happy and living a normal life as lovers and bond-mates…

All gone unless he could convince Chromedome to destroy the block or…or if he allowed Overlord to kill him. The latter was the more likely option. Fort Max knew of the promise the mnemosurgeon had made to his little lover, Rewind and the giant couldn't bring himself to make the mech break the promise…but….but he couldn't stop thinking of how much utter pain his once lover would be in if he regained his memories only to be reunited with a corpse….then again what choice was there really? He already gave up hope of finding a mnemosurgeon to help him. If he ever saw Overlord again, then that was it. He would be finished.

There was a loud knocking on Fort Max's door. He looked up, optics wide as he wiped at the tear.

The voice on the other side belonged to Swerve.

"Oi Fort Max! You're needed in the med. bay, now! Doc's orders!"

Shuttering his optics, Fort Max stood up and then opened the door. Swerve was already motioning him to follow him down the corridor.

Curiosity getting the best of him, Fortress Maximus followed him.

….

Fortress Maximus watched with shocked awe as Overlord was strapped down to one of the med. berths by the med. bay window. The mech was kicking, roaring and screeching as Magnus held him down while Ratchet tightened the strips as best he could to hold the giant down.

Fort Max shook gently as he watched the mech shouting obscenities as he tried to bite, kick and punch at his captors, struggling against his bonds before First Aid attached a device to the side of his helm, forcing him to go still, though not completely. His servos were still trembling and his denta were grit together.

He never thought he'd see the day that Overlord was strapped down and completely helpless at the hands of the Autobots.

He looked at Rodimus with wide optics, "What…?"

"He was found him hidden within the ship, chained up and….well…Chromedome accidentally set him free…" the captain explained, eyes never leaving the scene.

The giant looked to his left and narrowed his optics at the mech, who shuffled a little, one of his arms wrapped protectively around a trembling Rewind.

"Well, looks like you might finally find some closure, Fort Max," Rodimus muttered, as they both continued watchin.

….

Mega-cycles later, med. bay at night hour….

…

Overlord on-lined his optics when he heard a strange noise from beside him when the med. by doors opened. It was an odd hour for the little bots to be up. A grin formed on his face plates while he narrowed his optics at the sight of one mech he thought he would never have the pleasure of killing himself. Primus, why hadn't he killed the mech when he had the chance back at Garrus-9? He had no problem with those other bots and he had slaughtered millions, yet he hadn't tortured the mech enough to kill him. Well, that would change soon.

Once he was freed, he would kill the warden and then the wall ship.

"Well, well…fancy meeting you here stranger," he snickered at the growl he received from the once warden of Garrus-9, "Hmm….not very chatty today, are you? That's strange, since you were quite talkative from our last session together….."

Cl-click.

Overlord remained smirking as he felt the barrel of a pistol pressed to his forehelm.

"Ooh, did I hit a nerve, Max?" he snickered up at the Warden, before he winced in pain from the device attached to his helm. He didn't speak as he felt Fortress Maximus place a large servo over the device on the side of his helm.

"….I wanna make one thing clear to you."

CRNCH!

Overlord stiffened when he felt the device being removed. He hissed at the screech of metal upon metal before there was the sound of metal hitting the ground. He stared at the larger mech, before he felt the metal around his wrists vibrating slightly when those same large servos grabbed them.

"I'll give you a chance to fight me. To the death. No catch, no tricks, only fighting to see who kills whom. Deal?" Fortress narrowed his optics at him.

Overlord raised an optic ridge as he stared at the mech. Has his torture techniques really traumatized the mech to insanity? He had better make this death quick then. He knew a long fight would attract too much attention.

The restraints were removed from his limbs and immediately Overlord turned to sit with his pedes a few inches above the floor as he rubbed his wrists, before stretching his joints. He eyed the scalpel on the tray of surgical tools that were right next to him.

"Now then…"

Overlord's optics flashed as he watched Fort Max open a compartment in his wrist and started to pull something out. The perfect opening…..

Fort Max took out the band he had promised to give his lover so long ago….

SHLUK!

The world around Fort Max froze as he felt something puncture through his energon lines that went straight to his spark chamber. He remained standing there, as he felt the warm energon fluids from his neck cables dribble down from his throat and over the front of his chassis, his body becoming quickly drained of life fluids. He stared at Overlord, who only grinned as the energon blood splattered over his face plates and servos.

"Sorry old sport, but I don't like to place nice with others…too bad I had to end it here, but I couldn't have any distract…" Overlord froze mid-sentence, when he heard something hit the floor and then roll past his pede.

He raised an optic ridge, removing the scalpel from his enemies throat, ignoring how he collapsed to his knees, making choking noises. He followed the object as it continued rolling across the floor of the med. bay until it hit one of the legs of the chairs. He bent over and picked it up, giving it a studious look.

It was then he noticed the markings on it.

Gently, he rubbed at the surface until he could see them and as he looked them over….

About every microchip, data-net and system control in Overlord just seemed to stop working for a second, as his optics widened, earlier smugness and sadistic glee at the killing of Fort Max was completely gone as he stood there shaking. He looked at the bracelet with wide optics as sudden recognition and horror crossed his face plates his processor was suddenly flooded with memories and emotions of the past he had thought long lost to him….

Fort Max gave a cough, catching Overlord's attention. The bracelet fell to the floor again, as the mech it was intended for ran over, the tears starting to stream form his optics as he knelt beside the fallen mech.

"Maximus….!" He hissed, helping the mech sit back on the side of one of the med. berths, "Max…oh sweet Primus…." He stared at the blood gushing down his lover's front before he tried to find a tool that would help, "Max, look at me! Stay with me, please….!"

"O-Over…l-lord…." Fortress choked slightly, looking at him.

A watery smile spread over the younger mech's face, as he cupped Fort Max's helm in his servos gently, "Yes….I…I'm here Maxi…..hold on now, I'm going to fix you up…."

"Lordy…no…." he grabbed the mech's servo and pulled him back down to remain where he was, "St…stay with me…my sweetspark…." More energon gushed forth past his lip plates.

Overlord shook his helm as he wiped the energon away, tears sliding from his optics, "You idiot, I'm not just…" he was cut off when one of Fortress' shaky servos reached up and touched his cheek.

Joyful disbelief, welcomed shock and spark breaking sadness crossed Fortress Maximus' optics as he gazed into the optics of the mech he knew as his love. Not the one he had known as his torturer long ago.

"…..I…m…missed you….so…so much…." He hissed, "I'm….s…sorry….I…can't stay…for long…." His entire body went into small spasms for a moment as his spark began to grow weaker and weaker as his systems began to close down completely.

"Stop talking like that…please Max, let me help you….please I just got you back…." Overlord whispered, looking to the tray of medical tools, torn between staying with his lover like he was requested or ignoring it and grabbing the tools.

"T..too later Lordy….mm.." Max slowly and shakily pulled himself up, before gently pressing an energon blood covered kiss to Overlord's lips.

Overlord felt the tears streaming as he returned the gentle kiss, as all his memories settled into their original data-banks and melded with the memories of war….He felt his spark clench as he remembered the unbelievable and excruciating tortures of his lover….his lover….

Max gave a trembling grin as when the kiss broke, "L…Love you….Lordy…"

"…I love you too…." Overlord gave a smile, before he watched Fortress Maximus off-line his optics and then slowly slip off. He stared and watched as the once powerful, body become the frail, greyed out husk of a corpse.

For a few moments the younger lover just stared at his dead lover.

He slowly reached up and then he slowly pulled Fort Max's corpse to lean on his shoulder, as he caressed over the helm fins. As the tears flowed out like water over a broken dam, he tilted his helm back as the sound of agony broke past his lips.

He screamed in in such pure pain, that it could have been enough to have shaken and effected the universe itself, while the crew of the Lost Light awoke and went to witness themselves in horror the sight of their comrade's death..

...

For those who are confused, I will explain: In this AU, Overlord had his memories completely blocked and tucked away deep in his helm, because he was to become an "Ultimate Weapon" that the scientists hoped they could use, but because of his love for Fortress Maximus for so long, the needed to place the block in because he needed to be a cold blooded killer.

However, the block can be stopped through two ways: to be removed by an expert mnemosurgeon or that object of the memories the block keeps holding back is destroyed or killed off forever.

No if you'll excuse me, I need some tissues...(sniffs)

Review please!