A/N: At end.

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"My apologies, Colonel. Due to the classification level of this area, we need a moment to debrief you in private and for you to sign a few nondisclosures before you can proceed."

Within the confines of his Alt, Lennox's irritated sigh echoes, and even without his human counterpart saying anything, Optimus is reminded of one of the Colonel's numerous rants which usually revolved around asking why the government had to be so damn inefficient compared with his unit.

Despite that, the leader of the human half of their alliance – because the political types may give orders as they wish, but it is Lennox who commands loyalty in the field – doesn't say anything to the effect of voicing his frustrations that are only exacerbated by his indignation at the thought of NEST being absorbed by Cemetery Wind – he'd raged when they told him he was going to be transferred and not permitted knowledge of where the Autobots were going and had only been somewhat mollified when they at last sent back a memo transferring him along with the Autobots - and calmly steps out of Optimus's cab, commenting with only a hint of irritated resignation in his tone as he is handed a comparatively thick folder to peruse:

"Go on ahead, Big Buddha. Obviously this is gonna take a while."

Smiling internally at the call sign NEST had lovingly bestowed upon him, because as strange as the concept of nicknames was on their world, he does understand the significance to humans, the Prime hesitates for only a moment before rolling forward down the designated lane that leads up to the hangar up ahead, paying only superficial attention to the numerous active Terrestrial weapons systems all around him, because it certainly isn't new, and thinking that if the operatives of Cemetery Wind prove as accepting, brave and loyal as the soldiers of NEST had, his Autobots will like it here, secluded enough, as this new base is, for them to roam but without the humidity of Diego Garcia that many had never entirely become accustomed to.

He cannot help the echo of pain that lances through his Spark, remembering one of his oldest and dearest friends, now lost to him, who had not hesitated to repeatedly make his opinion heard about 'living in the middle of a slagging ocean', and even though he knows he should be rejoicing in this peace they have fought so long and hard for, the ever present ache within him sings of another truth, sings of the lost friends and comrades and future, and a price far too high.

It's the sudden explosion of pain setting his sensory network alight that rips him out of his reverie, mortar shells and sabot rounds tearing through him, everything humans have learned from fighting alongside his own now put to devastating effect, and at some level he fears that he already knows what this is, but he forces his battle protocols offline, transforming to speak to his attackers face-to-face, even knowing it makes him more vulnerable, because they know what are the vital points in this form.

"What are you doing? We are allies!" he says, forcing back the pain and horror to layer his tone with harmonics of reassurance, keeping his weapons inert, not just for a display of his intentions but because he has sworn never to harm the organic inhabitants of this planet, but the only response is a renewed attack, their ordinance hitting ever closer to vital parts of his anatomy that are laid bare by his being in a form which is more familiar to them, and still he doesn't fight back, can't find it in his Spark to harm, much less kill them, even as they cut off his attempt at fleeing by virtue of their presence alone, even as they corner him between a wall and their barrage of unrelenting fire in what feels like the "Death by a Thousand Cuts" that he's heard of once being practiced on this planet.

Pain that rivals his worst battle injuries wreathes him and his Energon is running freely onto the pavement below, and still he tries to reason with them, to plead with them if only for an answer since mercy seems too much to ask for:

"Why are you doing this? Why? How have I wronged you?"

And this time he gets his answer, cold hate he can barely comprehend delivered during a momentary cessation in the barrage of fire because likely now they deem him too weak to escape – probably they are right – as if his Autobots had ever willingly put humans at risk, as if they hadn't sacrificed everything to protect the life on this planet, as if they had asked to be exiled, giving the Decepticons the opportunity they needed to take power, and though he knows by now that no reason can counter this kind of blind hatred, he still intends to try, fighting with words those he cannot bear to raise his weapons against, and then suddenly beyond his expectations even now, the cold chasm of betrayal opens deeper, swallowing him into its icy depths of horrified anguish, ripping apart his desire to end this peacefully as irrevocably as the human flesh he hears being torn by bullets.

"What the hell do you think you're doing?"

Lennox's voice filled with every nuance of the horrified betrayal that Optimus was feeling and the rage he hadn't let himself build up, and then a burst of automatic gunfire.

'No, not him too!' is all Optimus can think, devastation replacing the calm he'd fought so hard to hold to as it feels like he's reliving the worst day of his life all over again, and rage follows soon after as his audio receptors pick up the quiet choking sound that's too weak for a human to hear but inescapable all the same.

There is the click of another cartridge being slid in place, infrared scanners showing clearly the automatic weapon being pointed again at the barely alive fragile form choking on his blood on the floor, and something inside the Prime shatters.

"I'm going to kill you!" he roars, trembling with rage, throwing himself in the direction of Lennox's location, not caring anymore who is in the way of his pedefalls, tearing the roof off the small structure and picking up his human friend in the same movement, a hailstorm of bullets ricocheting off his fingers, and he has saved Lennox from that, but it's too late, he knows.

Too late, always too late, he laments, as another precious shard of what little he has left to live for is ripped away.

Lennox is dying, and still Optimus refuses to surrender him to that fate so easily, so he parts his chest-plates, overriding the emergency locks that have engaged to protect his Spark, tucking him into the crevice that will fill out into the interior of his Alt form, and transforms, ramming straight through the line of armored vehicles firing at him with no care for the defensibility of their own positions, counting as it were, on his disinclination to harming them.

Moments ago, the Prime would have died before committing such an act, in self-defense though it would have been, but now he barely feels the collision, can feel nothing beyond the warmth of organic blood seeping into his systems, and the horrifying sickness that accompanies it - not because of what the viscous carmine is but because of the fading life it represents.

He can hear nothing - not even the explosions tearing through his frame, because he cannot maneuver as fast as normal with so fragile a being grievously wounded inside him - beyond the ever weakening ventilations and the bubbling of blood that never should be mixed with that sound.

"We will be at a hospital soon, Will. Fight." he rumbles soothingly, meaning every word as instead of trying to throw off his pursuers, he has set course for the nearest human medical facility, however futile he also know it is all the same, ignoring the ordinance tearing into him now that he cannot swerve to evade with such densely populated structures ahead, Spark aching as he uses a designation for the human that only Ironhide had ever used, but seems strangely appropriate now.

Weakly coughing up blood, Lennox manages a bitter smile, choking out slurred words between ever more ragged weak gasps:

"Don't, Prime. No cover, you can't … maneuver … no point."

Still doggedly staying on course, Optimus doesn't reply at first, cannot reply even if there were words, beneath the crushing weight of grief and reminders that are again too strong, beneath the aching familiarity, because here Will is, trying to protect him, trying to fill somehow the aching void that Ironhide's murder had torn in both their lives.

"You are my friend" he replies at last, soft raw words breaking down into a guttural wordless keen that echoes the pain ripping though his Spark as the human's heart gives one final struggle and stills – three blocks from the hospital, and he's late, too late – staving off the sudden feeling of any desire to survive draining out of him in favor of forcing himself to traverse those final blocks and lay Will's body before the hospital – gently, as if it matters now, reverently because he was the one human Optimus could truly trust in the end, and now he's dead for it - because despite the evacuation that's in progress, there are still medical staff here, and there is no saving him but he deserves a proper funeral at least.

First Ironhide and now Will. First Sentinel's betrayal and now the humans', and

for the first time in his long life, Optimus cannot find in him the strength to want to go on, cannot find the strength to hope, kneeling there before the hospital with his optics raised to the black sky, keening a litany that is their species' oldest, purest, expression of grief.

He forces himself to move once more when the next piece of ordnance that tears through him, breaching his Spark-chamber, is Cybertronian, spurred to his pedes by duty as he recognizes a Decepticon faction ID and Spark-signature, Lockdown – though apparently now the highest bidder is now Cemetery Wind instead of an offlined Megatron – because the Autobots have to be warned, and ignoring the part of him that wants to stay and fight to the bitter end, knowing he will die and not caring because it means that this terrible grief will end and he will know peace, the Prime forces himself to unsteady pedes, fleeing, hoping the act that runs against everything in his nature will buy him enough time to warn his Autobots about the danger they face.

A wreck of a terrestrial truck passes him by on one of the back roads, and he'd been looking for a new form to trans-scan, but never before this would he have dreamed of taking a form so obviously ready for the scrap-heap, except that right now it looks exactly how he feels, broken beyond repair – it's one betrayal too many and he can't heal from this, he knows - and so he lets the beams of his scanner wash over it, mimicking the wretched vehicle perfectly, and then drives till he can find some kind of cover within a long abandoned human building, because at least there will be no innocents caught in the crossfire when they find him here.

On the verge of stasis-lock, the Prime fights to route all remaining power to his comms, broadcasting with everything left in him a final warning, ignoring the Energon pooling beneath him and the blinding agony of his Spark flickering within him, tenuously held in life by the Matrix but only barely so, ignoring the pings on his sensor net that tell him Cemetery Wind is close and so is Lockdown, and the only reason he hasn't been found yet is because his Spark-signature is as weak is it is.

"Calling all Autobots. We are under targeted attack! Cease all contact with humans!"

It is this message he broadcasts - covering the devastation with a brittle plating of rage, because he has to be strong for them and its better that they hear his fury than how utterly defeated he feels - repeating endlessly as long as he has the energy to do so, or until they find him.

He'll fight, when that happens. He'll kill them for murdering another of the few friends he had left, a friend whose lifeblood is still drying on Optimus's chassis, for taking Will from his family, for leaving little Annabelle an orphan and Sarah a widow, even knowing it's a fight he's fated to loose – but till that time, it is this service to his final duty which is all he has left in him to give, a warning to send his Autobots into hiding, as much to protect them from these treacherous humans as to protect those few humans they can perhaps still treasure as friends, from the certain death any involvement will bring, and pushing the last of his energy into sending this warning, he succumbs to the cold blackness of stasis.

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A/N: I hate myself for writing this. I like to think that our faithful friends from before AOE stayed alive and were just cut off from even knowing about the Autobots, probably for their own protection, but part of me kept thinking that the guy who kicked the liaison off a plane in midair wouldn't just take that laying down, and then at the Yeager residence, Optimus seemed too certain for comfort that Cemetery Wind would use lethal force on humans too, and right down the lane between devastated and murderously enraged, so this plot bunny was born. Meant to be a couple one-shots with nothing but tragedy in sight, though for anyone who can endure the wait, when I have a working computer again, I have plans for a lengthy Transformers fic which … well, I like happier endings and it really pisses me off when we get so many great characters killed off.