All around me are familiar faces

Worn out places, worn out faces

Bright and early for their daily races

Going nowhere, going nowhere

Their tears are filling up their glasses

No expression, no expression

Hide my head I want to drown my sorrow

No tomorrow, no tomorrow

And I find it kinda funny

I find it kinda sad

The dreams in which I'm dying

Are the best I've ever had

Mad World - Gary Jules (Original: Tears For Fears)

(A.N.: Get ready for the feels. Plus the song for this chapter was written and released in '83 but I'm using the newer version as it's a little more... sorrowful. Ya know, to fit this chapter. Oh, and starting in this chapter when the two Sams are together, Sam Winchester will be Sam and Sam Witwicky will be Samuel. To avoid further confusion. {C.M.})

Metallicar flew through cities, closing in quickly on Sam's college. The second it came into view a helicopter flew overhead, firing a harpoon like object that pierced through the roof. Metallicar screamed in pain, her holoform flickering.

"Looks like I caught the Prime's little niece." The chopper chuckled.

"Blackout, you'll regret this when I get my servos on you!" She yelled, wincing as he flew high into the air. "Castiel. Get Sam out of here! Now!"

"I don't think so." A voice chimed. Metallicar looked forwards in horror, seeing a grinning man write out a marking on her hood.

"No!" In the next moment Castiel and the man were both gone, leaving Metallicar and Sam locked in the car.

"Where the hell is he taking us?!"

"I don't know Dean. Just stay calm. I have to disengage my holoform. And hold on tight." He nodded and grabbed the back door as her holoform vanished. Moments later she transformed, barely able to as the harpoon ripped free. They fell through the roof of a warehouse, right next to another hole. She held Sam close to her chest, her other servo changing into a blaster that was aimed at the first thing that moved.

"Woah! Easy Metallicar!" She calmed slightly at the sight of Samuel Witwicky and sighed.

"Samuel! What's going on?" He looked around as she knelt by him.

"I don't kn- Woah!" She turned, her weapon aimed. She felt the energon drain from her faceplates as she took in the gleaming silver form in front of her.

"No. Impossible!"

"Hello again Ironspark." He snarled, a giggling form on his shoulder. The woman's eyes lit up as Metallicar growled.

"Megatron."

-

Dean finished drawing the trap and sat by it, wiping the sweat away.

"You cannot ignore her request." Ratchet spoke.

"I know. But it's not possible for us. Is it?" He shrugged.

"I couldn't tell you. Not with your adaptation to energon. You weren't supposed to survive. But you did." The medic walked over and knelt beside him. "You survived and now you're here. Drawing nonsense on the floor." Dean felt yet another scan run through him and glared at Ratchet.

"It's not nonsense. It's a trap. If Sammy's possessed again then we have to get the demon out of him." He glanced to the orange markings and then up at Ratchet. "Don't look at me like I'm insane. We've been doing this for a while now. And it's why Crowley is here. He wants to stop Lilith from whatever she is planning."

"I take it Lilith is one of them?" Dean nodded. "And they can jump from body to body?"

"At will." Ratchet frowned.

"What precautions can be taken against them?" Dean pulled down the collar of his shirt, exposing the anti-possession tattoo. "So that is what's on Prime's neck."

"Baby and I told him about demons, vampires, werewolves, wendingos. You name the big bad and ugly, we probably told him about it." Dean stood, a small thing of automotive paint in hand.

"And your guardian? Castiel?"

"Well he's an angel." He replied. "Pain in my ass but he's just protective."

"Why?" Dean looked up at him.

"Because he dragged me out of hell." Ratchet sat down and nodded.

"I think I would like one of those marks. And you can explain more to me about these creatures you fight."

-

Metallicar stared in shock at the silver mech. "Oh dear, does a scraplet have your glossa?" She growled, snapping out of her shock as she stood between him and the humans, setting Sam with them. "Tsk tsk tsk. You really don't think you can defeat me, do you child?"

"I won't let you touch them." She snarled.

"I'm afraid you have no choice, sparkling." He turned and backhanded her, throwing her back into the wall. Her helm slammed into the cement, causing her to fall limp, her optics flickering on and off.

"Metallicar!" Both Sams ran towards her but Megatron swatted them, throwing them onto a concrete slab. Samuel slammed down on a bolt, crying out in pain. Sam slammed into the nearby wall and hit his head, succesfully knocking himself out cold. Megatron smirked at this and pinned Samuel down.

"Dotor, examine this alien specimen..." Samuel and Mikeala watched as a microscope transformed into a small robot. It leaped over and climbed onto Samuel's chest.

"I'll scan you. Let's take a look at your face. I'm ze Doctor. Ze oddjob. Information!" He chirped.

"Hmm. Megzy I do believe that I like little Scalpel." Lilith grinned as he shoved a probe down Sam's throat. Moments later it pulled itself free and Scalpel plugged it into his chest. Using a hologram he projected images, Megatron grinning in wicked delight.

"Oh, there they are." He purred.

"What?" Samuel asked in a panicked voice.

"These symbols can lead us to the Energon source!"

"We must have ze brain on ze table! Chop chop!" Lilith grinned.

"Now this is a job for me." She leaped onto Megatron's arm and climbed down, the body acting like a cat. A demonic metal tail extended from under the emerald green dress as blood red eyes locked on Samuel.

"Brain? What does he mean by my brain?"

"Well, you have something on your mind, something I need." Megatron growled, watching the demon inhabiting the pretender body as she climbed down and onto his servo. "And Lilith is more than happy to extract it for me."

"Hold on, I know you're pissed, I know you're pissed because I tried to kill you, and it's completely understandable! If somebody tried to kill me, I'd be upset too! I think we have an opportunity here to start anew, and-and develop our relationship, and see what it leads us, okay? So, you just call the Doctor Inspector and the girl off and let's just talk for five seconds!" Samuel pleaded. Lilith merely grinned as red eyes flashed black.

"Oh little Sammy. Don't you know it's useless to call off a demon?" She suddenly flew to the side as a bullet impacted with her. Metallicar snarled and stood, her frame dented and damaged from when she hit the wall.

"Don't touch him you slut." She snarled.

"Oh, poor Baby. Still sore over the fact that we now have Deadlock back?" She taunted.

"His name is Drift." She fired another round, hitting her in the chest and making her fly back. The ceiling then caved in the corner, exposing Optimus. He fired a round at Starscream before firing at Megatron. The round hit him in the chest, throwing him through the wall. Metallicar grabbed Mikeala, her box, the unknown male and both Sams. "Optimus!"

"Metallicar." He looked to her before she passed him the four humans and the box.

"Take them. I'm going on a hunt." She rushed out the door, her battle mask activating as she bolted after Megatron. She transformed as Optimus stepped through the building's wall, following her in his vehicle mode.

Her engine revved and she launched forwards, Optimus keeping up with ease.

::Metallicar, think before you act.::

::He hurt Sammy and Lilith is with him.:: She growled. ::We have to kill her!:: She snarled.

::Baby calm down.:: She slowed, falling behind Optimus.

::Dean?::

::Baby, I'm with Optimus.:: She picked up, opening the door. Her holoform appeared and she reached out, keeping pace with the semi. The door opened and Dean jumped. Metallicar caught him and dragged him in quickly. She fell back and Dean landed by her. "Baby." She sat up and pulled him into a kiss.

"Dean. Megatron's alive." She muttered, making him blink.

"Wow Baby, you've got some interesting pillow talk." She chuckled and sat up, her holoform flickering as her engine cut out slightly. "Baby?!"

"It's okay Dean. Just a little scratch."

"Come on Baby, you're in no condition to fight."

"I'll be fine Dean. Just worry about getting away from the fight. Okay?" He smiled and kissed her again.

"Okay. Take care of yourself Baby. I don't want a new car. Or a new girlfriend." She blushed, her cheeks turning purple. She pulled to a stop, the door opening. "And Baby. About the bonding-"

"Forget it Dean. I asked before we even got a chance to date."

"But Baby-"

"Go with Samuel. Take care of Sammy. And whatever you do." She leaned forwards, pressing her forehead against his. "Don't stop running." She pushed him out and transformed with Optimus. Megatron tackled the Prime and Lilith launched herself at Metallicar.

"Hide, Sam!" Optimus yelled as Metallicar tried to get to Lilith.

"There is another source of Energon hidden on this planet. The boy could lead us to it." Megatron called, kicking Optimus.

"Optimus!" Samuel yelled as Megatron shot the leader.

"Is the future of our race not worth a single human life?" The Decepticon grinned.

"Up! Get up!" Dean shouted, locking eyes with the Autobot leader.

"You'll never stop at one!" His servos transformed into blades as the Decepticons all ganged up on Optimus and Metallicar, the latter of whom was trying to pry Lilith off her back. "I'll take you all on!"

Metallicar snarled as the pretender began to tear at sensitive cables, sending the femme to her knees. "Now, you die!" She screamed.

"No! I won't die here!" Metallicar grabbed Lilith and threw her, slamming her body against a tree trunk. Sparks flew as she was impaled on a branch.

"Lilith!" Metallicar turned, narrowly avoiding a bullet from Megatron. Rage filled his optics as he turned. Metallicar grabbed her shotgun and fired, hitting him in the shoulder. In the next moment she was attacked by Blackout, who tried to saw her in half.

She tried to dodge as the spinning propeller came towards her. Unfortunately she didn't move fast enough as the blades dug into her side, severing a few energon lines. A blood-curdling scream escaped her as she was forced to her knees.

"Pathetic neutral." She looked up at him, a growl tearing from her throat, her engine roaring along with it. She stood in that moment, shoving a blade into his spark. She growled in his audial as he began to go limp.

"You forget Blackout. I'm an Autobot now." She ripped the blade free and shoved him back, her optics tinged at the edges with red. Dean stared in awe at the magnificent sword in her servo, glistening with freshly spilled energon. It took him a moment to notice that both doors were gone off her chest, no doubt creating the blade she held.

"Baby?" She turned and sighed.

"Dean." A smile crossed her lips and she walked forwards. She didn't notice Megatron walk up behind her with a feral grin.

"Baby behind you!" She turned, raising her sword to block his. Her optics widened at the realization that she wouldn't be able to move fast enough.

"No!" She was on the ground the next second, Megatron's sword raised with Optimus on the end. He was clawing at the blade, trying to pull himself free.

"You're all so weak." Megatron snarled. As he finished speaking a shot ripped from the cannon beneath the blade, hitting Optimus in the spark. Megatron ripped the blade free, the Prime standing very still for a moment.

Metallicar rushed over, barely catching the taller being as he fell. The weight forced her to her knees but she didn't care, focusing only on her uncle. Energon stained her frame and the grass around them. "Optimus!" She and Samuel called. His helm turned towards the humans and his optics flickered.

"Sam..... run. Run." As he spoke his voice faded, optics going dark as he fell limp in Metallicar's arms.

"Optimus?" She whispered. "Uncle please! Wake up! You have to wake up!" She sobbed. Dean moved towards her but Sam grabbed his arm.

"Dean we have to run!" He yelled, looking at Megatron. Bullets ripped through the clearing as the other Autobots arrived. This snapped Metallicar out of her shock and she cried out in anguish. As she calmed slightly she gently lowered Optimus to the ground, standing. Her optics burned a hellish red as she stood, coolant dripping down her cheeks as she cried.

"Megatron!" She called, turning on him. He had Lilith on his shoulder, a shard of the All Spark in her hand. "You will pay!" She grabbed her sword and raised it, charging at Megatron and swinging at him. He narrowly dodged and Lilith stared with wide eyes.

"What the hell?!" She yelled, almost getting cut in half as Metallicar swung again.

"Lord Megatron! Move!" He transformed and backed up quickly, Metallicar snarling as she charged after them.

"Metallicar!" She was tackled and subdued by Sideswipe and Sunstreaker, who were barely able to hold her. "Metallicar, we have to get Prime back to base!"

"No! We have to get Megatron!"

"Baby!" She stilled and turned to Dean, her optics softening as they faded back to blue. Finally the gladiators were able to release her, allowing her to walk back to Dean.

"Dean." She fell to her knees, her head less than an inch over his as she slumped. "I can't stop failing." She sobbed. "And now, because of me, our last hope is dead." Dean could only hug his guardian as everyone gathered around them and their fallen leader.

-

Deep in space, slumped in the throne of the Decepticon warship Nemesis sat a tall skeletal form, wires connected to his rusting frame. And as he sat, contemplating his next move, a weight lifted from him, allowing his darkness free. A dark chuckle escaped as he stood, grabbing a staff and ripping wires free.

"Yeesss..." He hissed, stepping away from the throne. "The last Prime is dead."