Disclaimer: I do not own anything pertaining to Transformers, or anything else related to this material of which I written about. All rights are reserved by the original owners.

Author's Note: This fic is by the request of slinky190, who really wanted some more Mikaela/Lennox lovin'. Hope that this doesn't disappoint!

Chapter 1 – The Fallen

It was less than forty-eight hours ago when Autobot leader Optimus Prime had sent them on a secret mission to retrieve a Cybertronian artifact. Although Optimus had wanted to personally get it, he had heeded the advice of his trusted second-in-command, Ironhide, and kept Megatron's attention on him and his fighting force. More importantly, this diversion had also fooled The Fallen, who was eager to kill Prime and start a machine that would effectively destroy all life on earth. Ever since Sam had found the Matrix of Leadership, he was determined to get it to Optimus, even if it meant running through a village full of 'Cons who were all looking for him.

"Two civilians, twelve o'clock."

Major Lennox's head whipped around at the soldier's announcement. Sure enough, running for their lives were Sam and Mikaela. He never asked why they were in Egypt – when he had received their message, he just went. With his military joint task force put on an indefinite hiatus and the leader of the Autobots in hiding, that was all he could do. And hope like crazy that they had the answer to end this battle they found themselves fighting.

"Cover for us!" he yelled at his team, before running to meet the young couple.

Master Sergeant Epps was right beside him, shouting into a radio as he ran. "Hold the air strike – we're rescuing civilians."

The shockwave from an explosion knocked Sam and Mikaela to the ground, momentarily stunning them. When they looked up they saw the two soldiers charging over and ordering them to get to their feet.

"Come on – get in here!" Lennox all but threw them around a wall for protection. "You better have a good reason for us to be here," he told Sam in a terse voice.

"Where's Optimus?"

"He's right over there, across the courtyard." He pointed to where the giant Cybertronian was battling in a disguised form.

"I got to get to him right now."

"Not with an air strike coming."

"I have to get to him right now," Sam insisted.

Another explosion, this time right overhead, shook the ground and effectively interrupted their exchange. Mikaela had been too busy trying to catch her breath to say anything, besides trying not to panic. A hostile Cybertronian positioned a gun right above them and she tried not to scream.

"Get back, stay down," Lennox said in a lower tone.

Middle of the desert. Surrounded by numerous Decepticons. Crouching behind an ancient, mud brick wall. Not where Mikaela wanted to be. Neither did Sam. Or Epps. Or Lennox. Nevertheless, that was the reality that they found themselves in, and time was running out.

The radio clipped to the Master Sergeant's vest spoke ominous military jargon; "B-1's time on target, thirty seconds. Two-thousand pound JDAMs inbound."

Lennox turned to the couple, looking at them intensely. "We're going to make a break for it on my command, okay? You guys stick with me, you understand?"

Sam and Mikaela nodded their understanding.

"I hope these bombers got good aim," Epps murmured.

"Yeah, why is that?" the other man asked.

"I told them to hit the orange smoke."

Lennox glanced to the right where a cloud of orange smoke was filling the air. "You mean that orange smoke?"

"It wasn't my best toss, okay?" Epps replied.

He glared at him a moment, then in unison they shouted, "RUN!"

Without even realizing it, Lennox seized Mikaela's hand, and they sprinted together as fast as they could. Overhead the jets roared past, delivering their payload. They could feel the searing heat of the explosions behind them, and the noise was near to deafening, but they were almost clear. Though they scarcely dared a look back, the rockets were annihilating the Decepticon forces. They were almost out of the strike zone when Epps noticed Sam start to break off; he hollered at him, alerting the other two people.

"Sam! Get back here!" Mikaela yelled, but her voice was lost in the tumult.

Unknown to Sam, Megatron had leapt up behind him and took aim on the young man. A bolt from his gun tore into the ground, and although it missed him, the shockwave blasted Sam up into the air and sent him careening to a sickening thud on the sand. Mikaela saw it as though it happened in slow-motion. Completely ignoring Lennox's orders, she dashed toward her boyfriend's motionless body and collapsed on the ground beside him.

"Sam! SAM!" she screamed.

Lennox had charged after her and slid to a stop next to the young woman. She was desperately clutching at Sam, and he literally had to grab and toss her away from his injured form.

"Stay back! Mikaela, stay back!" he ordered her.

"Do something!" she shrieked, and he started doing chest compressions on Witwicky.

It seemed like ages – Lennox continued to check for a pulse, but wasn't finding one. He looked up at Mikaela, who sat on the other side of Sam's body, and a horrified look passed between them. All at once, the army medics and Mr. and Mrs. Witwicky arrived on the scene. The parents were frantic to reach their son, but a few soldiers had to hold them back to give the medics room to work. Even Lennox had to wrestle Mikaela back as they tried to defibrillate him.

"Ready to shock – one, two, three-"

"We got no pulse."

"Do it again!"

"No response."

Eventually one of the medics simply looked back at the Witwickys and shook his head. "I'm sorry. He's gone."

Ron and Judy wailed in agony and rushed to their son's side. Lennox felt as though he'd been punched in the gut; his arms dropped down, freeing Mikaela to also scramble over to her boyfriend's body, while sobbing uncontrollably.

Standing off to the side was Epps, who now approached his friend with a brave face. "We did everything we could, but unless we finish what Sam tried to do, we might not make it out of here either. Will, your team needs you right now."

"You're right." he said, his voice choked with emotion.

Lying on the sand nearby was the Matrix of Leadership. The long, alien artifact had been slung across Sam's back, but the shockwave had thrown it from him. Lennox grabbed the Matrix and personally ran it to the now approaching Autobot leader.

"Sam's down – he didn't make it," the major said simply.

Optimus was silent. His optics shifted from the tragic scene to the Matrix, which he then levitated up to his massive hand by using his electromagnetic power. Just then there was a loud boom and The Fallen – the ancient, evil Cybertronian who had devised this scheme – teleported to the top of a nearby pyramid.

With new strength in his voice, Optimus stared at his opponent. "Sam's sacrifice will not be in vain. I will end this."

With the final battle underway and most of the other Decepticons being finished off by the soldiers and Autobots, Lennox was able to turn his attention back to the civilians he was responsible for.

"We've got to get these people away from here!" he shouted to his soldiers.

The medics took the body onto the helicopter, along with the Witwickys, but there wasn't enough room for Mikaela. She just sat there in a stunned state as the helicopter's blades whirled up a small sandstorm around her.

"Mikaela, we've got to go," Lennox urged her. The rest of his men were already moving out, determined to end the battle. "Mikaela, we're not safe here."

She looked at him, her face streaked with dirt and tears. Will had never seen such a heartbreaking look in her eyes. He then realized that she would not be able to get out of there without help. Slinging his rifle across his back, he swiftly scooped her up into his arms and half-jogged back to the command line. Mikaela was very quiet; most likely going into shock. Once they returned to where the N.E.S.T. soldiers were positioned, Lennox put her down in an area that the medics had set up. He knelt down so that he could face her directly, and wrapped a blanket around her; despite the heat, she was shivering, and he could see goosebumps along her bare arms.

"Hey, listen to me – you're going to be alright. I need you to stay here, okay?"

She nodded in response.

"I'll come back for you when this is over."

Mikaela finally looked up at him, tears still slipping from her eyes. "I'll be here."

Will felt a lump in his throat, but he couldn't give way to any emotions now. Instead he enclosed his arms about her, holding her for several moments while she took comfort in his reassuring embrace.

Right before he left the area, he motioned to a young solder nearby. "Keep an eye on the young woman over there until I get back; she's a civilian."

"Yes, Major."

A civilian, Lennox thought to himself, who had been through two devastating alien battles.

Optimus defeated the Fallen and ended the Decepticons' quest to kill the earth, but the victory had come at a cost. Several Autobots, about a dozen N.E.S.T. and Jordanian soldiers, and one civilian had all lost their lives. All that was left to do was to pick up the pieces and go home. After what had taken place, the U.S. president had reinstated N.E.S.T.'s operations, and instead of being recalled to the base in Diego Garcia, Lennox and his some of team had to return to the States. Hitching a ride on a U.S.-bound aircraft carrier, the battle-scarred group settled in for the voyage, and arrived on the east coast a couple days later.

Lennox was concerned about seeing the Witwickys and Mikaela back safely. He felt a nearly overwhelming sense of guilt at Sam's death, as he had been responsible for the young man's safety. Mikaela had stayed in her cabin the entire trip, and Will didn't even see her until they docked.

Less than a week later, Lennox and Epps flew west to attend Sam's funeral. That time of year the weather in Southern California was beautiful, but Will didn't even notice it. He felt like he was in a daze. The reception was held at the Witwicky home; the atmosphere was somber as family, friends, and others tried to comfort one another. Will found Mikaela sitting by herself in the corner of the living room. She seemed to sense his presence; their eyes locked and a brief smile went across her face.

"Hey, how are you holding up?" he asked.

"Okay, I guess."

"Do you know many people here?"

Mikaela scanned the room. "Yes, quite a few."

"I could use some air – want to step outside for a couple minutes?"

"Alright."

She led the way out to the empty patio and they sat on the furniture there. The Witwickys had spent a considerable amount of time and effort in their garden and backyard area; it was beautiful and peaceful.

"Lennox, thanks for coming out here for this."

"There was never a question of whether or not I would be here; Sam was a brave man, and it's only right that I pay my respects."

There was a moment of silence that passed, then Mikaela spoke.

"I can't help but feel guilty."

Will's eyebrows rose. "What? Mikaela, don't blame yourself!"

"I know but… I feel guilty that I came back fine, and he didn't come back at all. He was starting college; he had his whole life ahead of him."

A few tears slipped down her face and she looked away. Will felt the need to comfort her; he stepped closer and had to bend over to tentatively embrace her. She responded by tightly wrapping her arms around him, clutching his uniform blazer, and then sobbed quietly. Mikaela felt him rub her back, and speak consolingly to her.

There was something that he needed to tell her; the time was now, when he couldn't look into her face as he spoke. "If this is anyone's fault, it's mine. It was my duty to protect him and I failed. So don't blame yourself – blame me. I hope that you can forgive me."

"But Lennox-" she started to reply, but a noise to the side made them both break the embrace.

They looked over and saw Judy Witwicky backing into the house. "Oh, I'm sorry. I didn't realize that you were having a private moment."

"It's okay," Mikaela replied. She let out a sigh after the woman had left. "I wonder what she thinks of me."

Will and Mikaela looked at each other a moment, then another person came onto the scene – Epps.

"Sorry to interrupt – Lennox, we have to get going. The plane is going to leave soon."

"Right. I'll be there in a minute."

"I guess this is goodbye, then," Mikaela murmured.

"No, not 'goodbye'; just 'bye for now'," he replied. "Take care of yourself, okay?"

"I will. Same goes for you."

Lennox touched her arm and smiled a bit before turning to leave. He didn't look back until he was inside the house. Mikaela stood alone, staring out into the garden.