This is my first Fan Fic so please go easy on me. This is like a Crossover with the Transformers movie and Transformers Prime. Note this is a Optimus/Sam story so if you don't like it then please read another story if not, then enjoy reading. Story takes place in Transformers Prime season 2. This has a somewhat AU storyline.

Summary: A new enemy has threaten the lives of Cybertron. A war will ravage where all must untie to fight against this new foe. But will Team Prime have the strength and courage to fight against it when that enemy happens to be someone they believed to be dead. The battle against the Ultimate Evil begins.

Chapter 1: But I Loved You

It was night time. By now all the Decepticon should be either recharging or on guard duty. It's quite funny as to seeing the Decepticon who are known to bring destruction and chaos where ever they go be so peaceful during this time of night whenever they are not fighting the Autobots or going up against Rogue Decepticon which is just basically Starscream and Airachnid. But hey, no one gives a scrap about them. They are of no threat. This time of night, the crew inside Nemesis Ship is at its peaceful state.

That includes the leader of the Decepticon, Megatron, who is now walking down the hallways of the ship to a secret passage. He favors this time around. He doesn't have to deal with all the foolishness and complains (Basically the latter from Knock Out whenever someone from the Autobots or their own scratches his paint job) for every 5 minute or so. He needed some peace and quiet in order to prevent himself from going berserk every single time someone he assigns fails in their mission.

For example, he assigned 4 of his best Decepticons to retrieve 4 Relics from the Vaults of Iacon hidden across the globe. And yet only his spy and hacker, Soundwave, was able to retrieve a Relic. Then there's HardShell. He reported of not having to retrieve the Tox-En, but having extinguish the spark of the 'Green Wrecker.' Megatron was somewhat pleased of having gotten rid of one Autobot and but yet it has been proven by Wheeljack that Bulkhead was certainly alive. So Megatron had ordered HardShell to terminate Wheeljack and bring Wheeljack before him as proof. But all he got was a dead HardShell. He believed that Wheeljack has manage to defeat HardShell but his soldier reported that a human girl was the one responsible. He was extremely shock to his core that a merehuman girl defeated one of his strongest Insecticon warrior. That is when Megatron snapped.

He let out an loud angry growl. Any Decepticon troops who are out patrolling that is now anywhere near Megatron, ran for their lives. They clearly remember the enraged Megatron who lashed out in fury few days ago. It brought fear to all Decepticon and made a mental note to never make Megatron angry if they value their lives.

That day brought memories that was buried deep inside his memory core. Something that he longed to forget. A memory that had severely damaged his pride and caused him to off-lined. That memory is when the day that he himself was killed by a human boy who allied himself to the Autobots. How could he, Megatron a powerful gladiator, be off-lined by a small insect. He's angry with himself that he let the boy get too close to his spark chamber and blasted it with the power of the Allspark. But his death didn't last long for as he was revived by a piece of Dark Energon and Soundwave's expertise. If it wasn't for his discovery of the piece of Dark Energon that he found and Soundwave's loyalty towards Megatron, he would surely still be dead and that annoying Starscream would surely bring the defeat of the Decepticon army and the war.

So here he is, heading towards his yearly secret meeting with Soundwave and Knock Out, down a secret passage that on one knows except for the three. He walked calmly down the hall until he spotted his medic officer and his communication officer waiting for him.

"Knock Out, report!" ordered Megatron.

"Yes, Lord Megatron. The prisoner/subject has woken in the last hour and yet surprisingly still refuses to give out the location of the Autobot's base after all these years in suspended animation. The boy's becoming more and more stubborn each year." Replied Knock Out. The three of them had started walking towards their destination when Knock Out had started talking.

"I see. Any health problem or machinery malfunction during the time in his suspended animation?"

"We did had a small problem with the system during the time when the Nemesis Ship took over, but it's all taken care of My Lord."

"See to it that it is, Knock Out. We can't afford to lose him now that we discovered out that he possesses the ability to create Energon Energy, thanks to the Allspark, which allows us to have almost a year supply of Energon without having the trouble to mined them." Knock Out answered back with a 'Yes Lord Megatron.'

They have stop in front of the chamber's door that seems to be old and rusted and yet it still function.

Suddenly, Megatron's spark is beating faster. Here he is, standing in front of the door which seals inside the one person he despises of more than Optimus Prime. It has been three years since he last saw and confronted him and it's about time he shows his presence to him.

They have entered the room and inside this huge room, it was surrounded with cables and machines. In the middle of the room, is a human person with a year no more than 19, hanging between the roof and the ground (Same position that Fowler was when he was interrogated by Starscream) with wires that is connected to his whole body with the machines on the left and right side of the room. The machine on the left is what keeps his body in perfect health. The boy has gone in three years without food and water and still looks perfectly normal thanks to the machine that keeps his body in check. The machine on the right side, which is currently shut down for now, is a almost exact replica of the Energon Harvester which will drain all the Energon Energy the boy has in his body.

"It has been a long time since we last saw each other hasn't it, boy?" said Megatron with an evil grin now in front of the boy.

Hazel eyes fluttered open. His head moves up a little to have his eyes meet his red crimson optics. He smiled a bit before replying, "Megatron," his voice sounded almost quiet and raspy, "to what do I owe the pleasure to seeing your ugly aft after all these years? Here I thought that you hated me, not wanting to see me for kicking your aft to the next millennia." he said with a fake hurt and teasing voice. He laughed a bit when he heard Megatron let out an annoying growl. Even Knock Out trying not to laugh but was silenced by Megatron's dark glare.

"Show some respect human! You are in the presence of Lord Megatron himself!" yelled Knock Out hoping to not have Megatron turn him into scrap heap for trying to laugh at him.

"Enough Knock Out. The boy is trying to mess with us." He said turning his head towards Knock Out then back at the human boy. "I suggest you be careful with your choice of words unless you want me to finish you off." He moved his claw hand, tracing on the human's body trying to emphasize the meaning of his words.

"Ewww!" yelled the boy with a surprised and incredulous look written all over his face. "Megatron?! I never would have thought that you, the Mighty Megatron, would swing that way. Who would have guessed that Megatron is a big perv 'bot? ... But... I'm at your mercy and there's nothing I can do to stop you... so I have to let you 'Finish me off'. Though never knew you were into bondage." he finish with a smug look and mischievous eyes on his face while swaying his hips left and right to emphasize the true meaning behind Megatron's 'threat.'

That is when all hell broke loose. Knock Out couldn't control his laughter anymore, laughing his aft off. Soundwave had his back on them while his screen has a picture of a smiling face on it. And Megatron was enraged. How dare he made a fool out of him in front of his two officers while they laugh at him and that look on the boy's face is only making him even more angrier. Before anyone could calm down, Megatron began zapping him with Dark Energon.

The boy started screaming in agony, feeling the dark power tearing his very being. All Megatron wish is to make him suffer for insulting and making fun of him. By the time he finish, he won't even there to talk back to him.

The human's screaming had brought Knock Out back to reality now witnessing an event that might danger to human's body.

"Stop Lord Megatron!" yelled Knock Out trying to stop him from zapping the boy. "We don't know the danger that Dark Energon might do to the boy!"

But Megatron wouldn't listen. All he hears is the screaming that is coming from the human. He will not stop until he is satisfied with the result of his torture.

It was all over when Soundwave interferes, putting his hand on Megatron's arm telling him to stop. Megatron was about to lash out on him when Soundwave played a recording, "We can't afford to lose him now that we discovered out that he possesses the ability to create Energon Energy, thanks to the Allspark, which allows us to have almost a year supply of Energon without having the trouble to mined them." Soundwave was right. If the boy is dead, then that means that all supply of Energon will all be gone. They might also need him for other plans in the future. So he stopped shocking the boy leaving him gasping for breath and letting Knock Out check up on him.

Knock Out let out a breath he was hold and turning to Megatron. "Everything's fine My Lord, no severe damage though he is require to be suspended in animation for a while due to having his life energy been drained by Dark Energon."

"Very well Knock Out." letting out an angered sigh. "But the next we meet," he said lifting the human's chin with his sharp claw meeting him eye-to-eye, "you will tell me the location of the Autobot's base or else I'll squeeze the life out of you!" snarled Megatron.

The boy let out a wheezing laugh before replaying challenging and serious tone, "You won't kill me Megatron. I know that not only do you need me to give the location of the Autobots base, but you also need me to give you Energon for your whole crew. Kill me, and whatever plans you may have for me in the future, will be a waste of time."

Megatron let out a growl. He knows the boy was right down to the very core. If he dies, then everything will go down hill. Energon has become scarce here on Earth and it has become such troublesome finding a mine full of Energon. But with him in their possession, Energon gathering won't be a problem. Not only that, he does have a future plan for him, one that involves him and a certain Prime.

Sometimes he wonders, what does Prime see in him besides his special 'Gift'? They met the boy and took him in when he was a youngling. The Autobots did everything they can to raise the boy. And every time he gets in the middle of a cross fire, the Autobots are willing to risk their lives for him especially Prime. He has reason to believe that the boy had meant a lot more to Prime than the other Autobots. His proof is when he witness an emotionally broken down Prime when he 'terminated' the human boy right in front of him. The other bots were stricken hard as well but Optimus had it worst.

He let out a growl of defeat. Honestly, this boy is always pushing his luck even when they first met, this boy has taunt him for so long it annoys him. It's a shame that the boy is not a Decepticon he certainly annoy the Autobots the way he annoys him. Wait! Not a Decepticon? It would as seem that Lord Megatron has accidentally come up with a evil plan that might bring the Autobots and Optimus Prime to their knees.

He let out a low laughter, then a loud laughter, and finally an full on booming laughter that echoed the entire room and could be quite deafening.

Everyone else in the room believed that Megatron has glitch in his processor. Believing he has finally lost it.

Once he has calmed down, he spoke to the human with a menacing and serious voice, "Ohh believe me kid. What I have in store for you will surely bring the end of the Autobots and soon the whole universe will bow down before me. No one will be able to stop me. Not even that wretched fool Unicron will ever oppose me as my right to rule the galaxy!"

Something tells him what ever thing Megatron just said, he is sure to achieve his goal. But he isn't afraid. He knows that his Autobot friends and Optimus will stop him. He believes in them. He has complete faith in them. He let out a small chuckle before saying, "Don't count on it Megatron! Optimus and the others will stop you no matter what. Nothing you ever do will stop them so don't keep your hopes up! They are that powerful." he said with pride and confident in his words knowing the Autobots will forever stop their evil plan.

Megatron let out an amused chuckle knowing that this plan will surely defeat the Autobots once and for all.

"Don't flatter yourself boy. I am sure that this plan will be the downfall of the Autobots and Optimus Prime himself." he said confidently. He turn is back giving the signal allowing Knock Out and Soundwave to initiate the suspending animation to proceed.

Once they finish, the two had left the room leaving Megatron and the human boy alone. The boy being smug decided to give a few words before he goes back to a forceful sleep. "What?" questioned the human. "Are you gonna give me a good night kiss before you leave?"

"Being arrogant till the very end."

"What is that suppose to mean?" while giving a questioning look.

"I'm feeling quite generous today so I'll tell you a bit of the plan I have for you." he said while leveling his face plate right in front of the boy's face. "The moment you wake up next time, is the day the Autobots will face their worst nightmare for I know their ultimate weakness."

"What weakness?" He is now confused then ever. He has been living with the Autobots since the age of 4 and not once has they ever mention having weakness. Except for Cliffjumper when he admitted that his adorable puppy-eyes were his only weakness.

"You'll find out soon enough." he said while enjoying seeing the kid confused. He turned his back leaving the room to start his plan. But before he opens the door, he decides to at least discourage the boy before his departure. "By the way," he started turning his head to see the boy, catching the confused boy attention before continuing, "don't get your hopes up, believing that your Autobot friends will come and save you. Because it would have seem they have completely forgotten all about you."

It looks like Megatron has hit a nerve from the human. He could definitely see the hurt and pained flashing in his eyes. So he decided to continue feeding him lies, "That's right. They never really care to know what really happened to you three years ago. They all pretended to care for you, to love you as if you were family to them. They wanted you out of their lives. They didn't want to see your face every time. They were glad that you have 'died'. "

"SHUT UP!" yelled the human furiously having his head down, bangs of hair shadowing his eyes. "I don't believe you." His voice sounded so broken, so full of hurt. "I don't believe a single word you just said." He looked up, his face red with anger, eyes starting to tear, hands clutching very tightly turning his knuckles white. "I KNOW YOU LIE! THEY DO CARE ABOUT ME! YOU CAN'T SAY THEY DON'T CARE ABOUT ME!"

"Ohh but I can." he smiled evilly.

"What?!"

"So see, a few Autobots had infiltrated inside the ship. They decided to wreak havoc on my ship. As I recall, three Autobots snuck inside on a retrieval mission to rescue someone by the name Agent Fowler." That name caught the human's attention. "You see his cell was just few door down the hall. The scout had suggested to look inside this room but the one called Arcee said it was a waste of time. They were so close to finding you but decided you were a waste of their time." He could see the boy's spirit being crushed by his words. His eyes loosing all of it's colors. Any more and he'll surely lose his trust on the Autobots. All he needs is a few words and he'll doubt the Autobots for sure.

"You were expandable to the team. You were useless to them. They have found more reliable humans to work with them. They happen to be kids." His information was new to the boy. He never thought they would get more humans let alone more kids. Knowing their protocols are being 'Robots in Disguise' they were really pushy about that. His train of thoughts been broken when Megatron began to speak again.

"These new kids happened to be more useful than you. They enjoy being in the presence of those three new humans. They enjoy them so much, they are willing to protect them with their lives. While they let you 'die'. Ever since they entered to the Autobot's life, they started to forget you. The kids are the ones that replaced you. They are the reason the Autobots have completely forgotten about you. All including Optimus Prime." He saw the human flinch when he said Optimus forgetting all about him. "I know you care so much for Optimus and yet he never cares for you. He has left you to suffer by my hands. He never loved you."

That was it. The boy has finally broken down and is now crying Energon tears. His heart couldn't take it anymore. His brain is telling him not to believe, but his heart is telling him that it's true. His trust and love for the Autobots is now crushed. Even his secret love for one particular Autobot leader. He has now given up on the Autobots on ever rescuing him from the Decepticons.

Megatron is feeling proud on breaking the human. His damaged pride has now been healed seeing the defeated and destroyed human who had once destroyed him many years ago at a young age. Seeing his mission accomplished, he decided it is now time to take is leave and let the human swallow in despair.

Before the door closes behind his back, he decided to say a few words to the human until he is gone for good. "Just know no one cares for you. Not your human parents who have abandoned you to fend for yourself, not the Autobots. and not even Prime. So don't expect any care or rescuing from anyone. Except form me." The boy stopped crying when he heard that Megatron was willing to rescue him. Either his human ears playing tricks on him or Megatron really is crazy.

To clarify his words, he added, "I will give you the power you deserve. The power to annihilate all those you have hurt you, all those who abandoned you, and all those who betrayed you. But you will have to wait till my scientist arrives to Earth which I don't know when he'll arrive. Are you ok with that?" he questions the boy taking his silence as a yes. "Don't worry, with that power you will be free from all the pain and lies the Autobots have fed you with, Sam Witwicky. Hehehehe." And with that, he leaves the room letting the human take in on his offer.

He met up with Knock Out and Soundwave who were waiting patiently for him. Once he's caught up, the three started walking together down the empty hallway.

"So what took you long, Lord Megatron?" questioned Knock Out wanting to break the awkward silence.

"Oh I said a few things that will force the boy to think twice about the Autobots. Totally crushed his spirit."

"How evil of you Lord Megatron. You should have gone easy on him." said Knock Out pretending to care for the boy.

Megatron caught the tone he was using and replied with a chuckle, "Don't worry about it Knock Out. It's all according to plan I devised." He gave out a dark laughter.

"Care to elaborate this plan you devised, Lord Megatron?" his voice sounding complete interest on the plan that his master has come up with and by his expression his face plate is giving, it must be pure evil.

"All in due time Knock Out. All in due time" chuckled Megatron while Knock Out has a pout on his face clearly not pleased of being left out in the dark not knowing what plan does Megatron has. "That reminds me." Megatron said, stopping in his tracks. The others follow suit in stopping in their tracks. He then turn to Soundwave, "Soundwave, what is the location and ETA of our favorite scientist?" A map of the universe appeared on Soundwave's screen showing a small dot blinking heading towards Earth.

"Hmm, ETA one and half Earth month. Very well then." Soundwave's screen turn black when Megatron finish what he wanted to know.

"Wait, Scientist? You don't mean Shockwave is coming here on Earth?" asked Knock Out with shocked and fear in his voice. Shockwave is one of the most feared Decepticon next to Megatron. He is known by many things he has done. Scientist, Inventor, Assassin you name it. His best is he have given so many torture to Autobots and Decepticons alike. Like Soundwave, he is very loyal to Lord Megatron and very emotionless.

"Why yes. He is needed for my plan to work. Hahahaha"

Having Shockwave involved with the plan must not only be a evil plan, but a dangerous one as well. For once, Knock Out have felt small pity for the human. Now knowing that he is going to become a science experiment for Cybertron's dangerous Decepticon.

Inside the room, many thoughts are running inside Sam's head. Could what Megatron said was true? That the Autobots never really cared for him. That they are happy without him and happy with the new human kids?

"Because it would have seem they have completely forgotten all about you."

'Did they really completely forgotten all about me?' thought Sam.

"They never really care to know what really happened to you three years ago. They all pretended to care for you, to love you as if you were family to them. They wanted you out of their lives"

'Did they pretended to love me? Did they really wanted me out of their lives? Did they really not care what happened to me?'

"The scout had suggested to look inside this room but the one called Arcee said it was a waste of time. They were so close to finding you but decided you were a waste of their time."

'Bee wanted to look here but Arcee said it was a waste of time. Was I really a waste of their time?'

"You were expandable to the team. You were useless to them."

'Was I that useless to them that they considered me expandable to the team?'

"These new kids happened to be more useful than you. They enjoy being in the presence of those three new humans."

'The three new humans he was talking about. They were more useful than me? They really enjoy being around them?'

"They are the reason the Autobots have completely forgotten about you. All including Optimus Prime."

'Were they the reason that everyone forgotten about me? Was it because of them the big guy forgotten me as well?'

But the last thing that totally destroyed him was this:

"I know you care so much for Optimus and yet he never cares for you. He has left you to suffer by my hands. He never loved you."

'He did not care for me? He never loved me?'

All does thing Megatron had said really crushed him. He now believes the Autobots never give one scrap about him and yet they seem to care so much for the new guys. There is no point in living anymore. No one in the world cares for him.

"So don't expect any care or rescuing from anyone. Except form me."

His eyes is now wide. Now that sentence is repeating it self inside his head and never making any sense. Why would Megatron be willing to care for him let alone rescuing him?

"I will give you the power you deserve."

Power? What power was he talking about? He wasn't talking about his power to create Energon Energy. So what power is will he give to him? And for what purpose?

"The power to annihilate all those you have hurt you, all those who abandoned you, and all those who betrayed you."

Yes. The power to punish those who hurt him, who abandoned him, and who betrayed him.

"Don't worry, with that power you will be free from all the pain and lies the Autobots have fed you with."

So not only will it punish those who wronged him, but be able to set free from the pain and lies the Autobots has caused him. But will he take this power just to get his revenge on the Autobots? 'Yes' he thought with no thought to it or hesitation. 'I will take this power and punish the Autobots for playing with my trust and feelings.' he thought with a vengeance.

His once beautiful brown eyes now nothing but an empty void. The light of his soul now shrouded in deep darkness forever lost in the depths of darkness.

The machine that will force him to suspended animation is about to activate. A huge capsule appearing beneath him, ready to seal him from the outside world. He decided to let out some of his final words.

"You never really care for me huh guys?" he said in a low whisper with no emotion. "Guess I wasn't really that important to you guys huh? Guess I was never meant to be loved by anyone." The capsule has started closing on him. Almost time for him to sleep in a dreamless state.

"You lied to me Optimus." Small tears now running down Sam's cheek, feeling betrayed by the one mech he fell in love with. "You said you will always protect me, be there for me no matter what. YOU PROMISED!" he yelled at the last sentence. Memories of him and Optimus played at that time. The day Optimus had made a promise to him when he rescued Sam from a group of Decepticon foot soldier that kidnapped him.

" Sam?" called Optimus to the young child, no younger than 6, who is now resting on top of Optimus's spark chamber.

"Yes Optimus?" the small boy asked, lifting his head up to meet those bright blue optic that he had grown to admire.

Optimus now stares at those beautiful brown eyes that he has fallen for. "I promise on the Matrix that I will protect you with my life and always be there for you no matter what. I will not let any harm fall upon you." he stated his promise with protectiveness flowing through him.

This promise surprised him. He never would have thought that Optimus will go that far for him. It made him feel special and happy. Guess having taken by the Decepticons really frighten him according to Ratchet. And Primes are never frighten by anything. "You promised?" Sam said with his cute and tiny voice.

"Of course sweet spark." smiled Optimus.

"Pinky Promise?" lifting his small pinky in front of Optimus.

Optimus laughed at his cuteness. "Pinky Promise." he said also lifting his huge pinky against the boy's small one. For the rest of the day, they enjoyed watching the sunset right on top of their base while ignoring the angry yells coming from Ratchet saying that it's almost time for Sam to go to bed.

Every time he would smile at that memory. But now nothing. That memory has no meaning whatsoever. For he now knows that his memories with the Autobots is no longer any importance, all fake.

The capsule has now sealed Sam inside and is now ready for the suspended animation to take its toll. Sam's eyes now fluttering close, letting the machine to put him to sleep.

Before the machine can put him to sleep, his final words to Optimus were:

"You never loved me did you Optimus?" he whispered with hurt and sadness in his voice, "But I loved you."

And with that, his eyes closed shut and now suspended in animation. His last tear drop now frozen on his cheek, telling to the world that Sam Witwicky is now gone. Dead to the World. Dead to the Autobots. Dead to Optimus Prime. All that is left of Sam's body, is an empty shell of its former self.

So what do you think? Did I do a good job for my first time?

Please review this story. Tell me if you like the story so far. Tell me if I should continue it? And please go easy on me. This is my first story after all. Sorry if any character is OOC. I want to change the story line and personality just a bit to fit my story. But I will sometimes add any event that will happen in the Transformers Prime series to this story. So please review my story. It'll mean a lot to me.