That battle was a bad one.

It was shortly after Optimus Prime had been designated our Supreme Commander, and I remember it waaaaay far better than I want to. We beat those 'Cons, but it was close. Too close. Plenty of casualties, soldier and civilian alike.

Actually, it's not the battle itself I remember. It's the aftermath.

Sunny and I got into it--again--and I got the brunt of the damages--again. Vain Sunny might be, but he's sure one Pit of a fighter. Anyways, I decided to see our resident CMO--Chief Medical Officer--with quite a bit of dread. You see, he doesn't appreciate me and Sunny getting each other damaged. Always curses up a storm and, once he's through with repairs, nearly puts a dent in my aft-plate by booting me out of his med-bay. Everyone quickly learned a simple truth--the Prime may command the Autobot military, but Ratchet commands the med-bay.

I opened the doors into Ratchet's Lair (AKA, the med-bay) with a grin on my face and an excuse in my vocalizer. However, the state of the med-bay itself froze both my body and my voice. Bodies lay on the floor along all four walls, tarps covering their forms from above their head to their ankles. Only their feet were visible, and all of them were a very familiar grey color. The med-tables, normally so spotless, were stained with and actually dripping spilled Energon, oil, and other mech-fluids.

I had seen things like this on the battlefield, as far as the number of bodies, but I had no idea that a med-bay could look like it. I didn't even dare cycle the atmosphere into my intakes, afraid that the stench of death would enter me and steal my spark away too.

"Why?" I heard Ratchet ask, but not directed at me. His tone was one I'd never heard him use before--it sounded like he was… in pain. "Why was this one taken too?"

I slowly, silently, moved through the makeshift morgue and peered into the operating room. Sure enough, Ratchet was in there, sitting in a chair with his back to me. A table was set up in front of him, but I couldn't see what was on it. I only saw the CMO, leaning against the table with one arm while resting his head on one hand, elbow resting on the table surface. His body was a little splattered with various types of mech-fluid, mostly on his helmet and what little I could see of his front. I somehow knew that the mech-fluid wasn't his.

"This one was a mere protoform--not even old enough to fully determine his function. He was young, resilient--he SHOULD have survived!" His voice rose in the anger I was far too familiar with, but then it did something I'd never even known it could ever do. It cracked. "I should've saved him."

I felt my spark go cold deep within my chest. I had this feeling that I was intruding on something personal. So private I doubted anyone had ever known it ever existed. But… I couldn't just… slip away… pretend I didn't see or hear this.

Ratchet's hand fell from his mostly-hidden face and I could've sworn I saw something glisten on what little face I could see. Was that… optic fluid? Could he be… crying?

He bowed his head and slumped his shoulders, resting both forearms on the table in front of him. "Give me the knowledge to determine the best treatment for each Autobot who comes to me. Give me the skill to repair each patient to full functionality. Give me the peace of mind when my job is done. And give me the strength to continue my work even when I fail in my duty."

Silence reigned over the normally-busy op-room, and I didn't dare move from my place. Finally, after what felt like an eternity, he raised his head and carefully slid his arms underneath whatever was lying in front of him on the table. When he stood and turned towards the door I was lurking at, I shrank back at the sight. Ratchet was carrying a very young Transformer, even smaller and slimmer than Bumblebee… and as whitish-gray as a dead mech could be. The doc's hands and wrists--and halfway up his forearms--were covered in dried and not-so-dried mech-fluids. His face was smeared with mech-fluids, probably from his hands, and his front was heavily splattered with the mech-fluid I thought I saw on his armoring earlier.

His expression… by the Matrix, I don't think I've ever seen even Prowl look so grim in the face of a strategic/logical impossibility. I couldn't decide if Ratchet looked like a guardian spirit… or death itself.

Ratchet walked right by me, apparently not even noticing my presence, and I merely watched as he knelt at a small gap in the bodies lining the far wall. He laid the small proto there, covering the form with a tarp similar to the ones covering the far larger Transformers… but the proto was completely covered with room to spare. He stayed there, silently breathing something under his breath, before he stood back up and turned away--and looked square at me.

His jaw dropped in shock as his solemn expression disappeared in a flash. I had barely enough time to mentally brace myself before his expression quickly changed from shock to his usual rage. "What the FRAG are you doing here AGAIN, Sideswipe?! Didn't I just repair your sorry aft a few breems ago? Get your red aft in there," he pointed into the op-room he'd just been in, "and wait there until I can pound out your new dents!"

I knew better than to talk back and quickly retreated into the op-room as ordered, taking a seat on one of the few clean med-tables available. I didn't see where he went off to, but I could hear the sound of splashing as he washed off all trace of his previous patients. "So what, were you and Sunstreaker in another fraggin' scuffle, or were you practicing those infamous Jet Judo stunts again?" He grumped as he strode towards me, wiping his now-clean hands on a rag.

I put on my best grin and shrugged. "You know how things are, Ratchet," I protested a bit weakly. I really wasn't trying to explain myself, considering what I'd seen… and considering that Ratchet never was one to believe my stories. That was confirmed with the CMO's usual 'harumph' at my statement, muttering something I couldn't interpret under his breath, and I decided to keep my mouth shut until he was done.

In about as much time as it took for Sunny to put those dents IN my armor, Ratchet got them back OUT. He brushed his hands together, as if dusting them off, as he watched me exercise my repaired armoring. "Alright, that should hold you until the next fight--against the Decepticons, not your spark-brother! Do you understand?"

"Yeah, yeah," I replied in my usual manner, waving one hand as I apparently brushed it off. I headed towards the door leading into the corridors and sneaked a glance over my shoulder at Ratchet as I opened the doors. The doc was watching me go from the doorway into the op-room, but not with that gruff (at best) look on his face. His concern was as clear as the color of my optics, and there was pain in his gaze.

I almost stopped right there to ask if he was alright, but I knew exactly what he'd do--get all annoyed and run me out of his med-bay, if not throw something in my direction to get me to leave. Besides, after what I'd seen, I knew he wasn't alright. Nobody could be alright after something like this. Not after the death of a proto. Not after the walls were lined with the bodies of the dead.

Even with that in mind, it was encouraging (if not a bit funny) to see that Ratchet truly cared about all of us--despite his cranky-aft attitude most of the time. I made a mental note to bring that up that I made my next trip back here.

Which would most likely be… tomorrow.