Author's Notes:

Would Optimus be considered OOC in this scene? I don't know, that's just me. You tell me.

Once the Renegades cleared out from the battle, everyone began to carry their wounded and dead into the medical chambers for proper care. Three were mortally wounded, with heavy amounts of damage in their bodies and their appearances but they weren't dead. Well, some of them.

A few soldiers in the battle had perished, each of them giving their lives away to help battle against the enemy. But while they were carried down into the burial chambers, the others were busy examining their wounded who weren't dead. But all of their focus was on four individuals; Smallfoot, Smokescreen, Cliffjumper, and Punch. Three of them were going to survive, all of them just needed some surgery done on their bodies to fix them up. But one in particular wasn't going to make it...

Punch laid flat on the bed, sitting still while Ratchet continued to examine him along with Perceptor. Both had looks of worry on their faces when they saw the amount of damage and pain he was suffering. Off the sides was a worried Twilight Sparkle who stood by with her friends, and a few Autobots as well, all of which looked worried out of their minds. The heart-rate monitor that was off the side of the computer monitors continued to beep, showing his vital signs, but the monitors showed that he wasn't looking too great.

Perceptor looked back at Sunset and Optimus who stood by the side.

"I'm afraid with the damage that Punch has suffered, his wounds are... fatal," Perceptor said.

"Wait... you're saying he's..."

Ratchet nodded confirming what Perceptor had said, "Punch is not going to make it."

Twilight felt water forming in her eyes, and a few drops trinkled down her face.

"N-No... y-you can't...", Twilight said holding Punch's hand.

Punch moaned as he looked to Twilight, eyes wincing from the pain and suffering.

"Twilight... I can't keep up anymore... it is time, I become one with the Allspark," Punch said.

Twilight moved closer and clutched his own arm as she pulled herself closer to him, tears forming in the eyes while her face buried in his chest.

"I... I don't know what I'll do without you... y-you can't die...", Twilight whimpered.

Punch just looked to Twilight once more, and then turned his head to look at the others gathered around.

"Optimus... may I speak with Twilight, and Perceptor... alone?"

Optimus nodded and led the others out of the medic room so they could speak by themselves. Twilight remained confused, why did he want to be alone when he spoke?

"T-Twilight...", Punch moved his hand slowly onto Twilight's hand, feeling the warm flesh of human skin, "Ever since I came back to the Autobots, I've never been more happy to be with you. I'm thankful for you giving me a second chance to make myself a better bot, and because of you, I've found the one place I belong... the Autobots. I didn't believe I could fix any of my mistakes... until you came to me. I'm glad you entered my life, you've made my life better..." Punch weakly smiled.

Twilight gave a weak smile on her face while more tears streamed down. Punch's finger slowly moved up and wiped a tear that came down her face.

"Twilight... I know you don't think you'll move on without me, but... I know you can. In fact... I want to give you something, so you will never forget me..."

Punch moved his hand onto his chest, and slowly opened up a panel, sliding his insides open. With what strength he had, he pulled out a blue microchip that shined in the ceiling light, glimmering with sparkles.

"This chip allows me to change my form to Autobot, and Decepticon. Use this to help you... use it, to remember I'm still with you all the way...", Punch moaned.

Punch's hand offered it out to Twilight and she clutched it in her hands, holding it tight.

"And Twilight... never forget... I'll always be with you..." Punch moaned.

Twilight wiped tears away as she sniffled. "I will never forget you..."

Punch smiled once more, "M-May I speak, with Perceptor real quick?"

Twilight nodded and stepped away so Punch to face the scientist. Perceptor looked back at Punch.

"I don't understand, why did you send her away?" Perceptor asked.

"P-Perceptor... may I ask you a favor, as a dying wish?" Punch asked as he raised a hand out. Perceptor clutched his hand.

"Sure, what is it?" Perceptor asked.

Punch breathed heavily as he looked to the scientist, "Please... watch over Twilight for me. She needs someone by her side, and I can't think of anyone else who can. If someone has this much interest in magic as her, I think its only logical you join her to study the magic."

"H-How do you know that?" Perceptor asked.

"I overheard a little bit of your conversation while I was lying on the table. Just... promise me, you'll take care of her? Please... for me? As my final request, as an Autobot?"

Perceptor wanted to say no, but how could he? This was a dying companion in front of him, the only other bot that was emotionally close with Twilight. Maybe it wouldn't be so bad to watch over her. After all, he could become more acquainted to this new world in front of him, and he could learn under her as a student.

"I... I promise." Perceptor nodded.

Punch smiled, "T-Thank you... Perceptor... Twilight. You can come back now."

Twilight walked back and moved up to Punch, holding onto his hand tightly.

"Twilight... my time is coming. Stay strong... and I know, you will win against Cy-Kill. And as my final request to you, for my Decepticon half... destroy Cy-Kill... make sure he doesn't get away with what he has done to you, or your friends... please...."

Twilight slowly nodded, tears still streaming down her face, "I'll do whatever it takes to stop Cy-Kill."

Punch slowly smiled, "Thank you, Twilight.... you are... my... best.... friend...." Punch wheezed with his eyes color fading away.

The heart-rate monitor began to droop down from its bouncing lines, slowly decaying to just flat. It began on one side, and it began carrying down to the other, and soon enough all of the lines began to fade to flat. Punch's body color began to fade away from its lively bright colors, to lifeless, dark, and cold. His blues began shading to gray, his blacks began to fade to an even darker black, and his eyes began to lose their lights as he descended into death. His head turned to the side one last time, and he quietly flickered onto the next life.

Twilight felt more sadness and anger flowing through her, pulling together into a not-so-pretty state. She lost her Guardian, her new best friend. The very bot that saved her from dying, the bot that made sure she got back to Earth in one piece. And now, he was gone... she didn't make it back to Earth. She didn't save him... he gave his life away, and now he was gone.

Twilight's eyes began to tear up some more, and her lips trembled, and her hands starting shaking. The door slided open, revealing Twilght's friends all concerned with a look of fear and worry on their faces. They gasped when they saw the state that their former ally was in. Immediately, they caught on to what had unfolded.

"Twilight...?" Pinkie hesitated.

Twilight whimpered some more, and Pinkie pulled Twilight in for a hug, allowing her to cry on her shoulder. Pinkie simply patted and continued to rub her back as she continued to bawl on her shoulder. It was hard to watch.

"I'm so sorry Twilight...", Pinkie said.

Eventually Rainbow came around and joined in as well, giving a pat on Twilight's back, providing comfort. Soon Applejack came around, and followed by Rarity, and then Fluttershy. All of them stayed and gave Twilight the comfort she needed. Even the Shadowbolt girls came near and they joined in on the group hug as well, all giving their sympathies to the crying girl. But none of them were sure how she would ever pull out of this.

Outside of the room, Sunset stood by and watched as they gave comfort to Twilight, a tear went down her face too. Things had just gotten worse. On Sunset's left, was Optimus Prime who stood by and watched as the girls gave Twilight comfort.

"So... what do we do now?" Sunset asked. "We've now lost nine soldiers, and now Punch."

Optimus took a moment, thinking about their situation.

"We will do what we can, to recover from what we've lost today," Optimus replied. "But as for you, I'm seeing to it that you go home safely."

"But Optimus, I'm fine. I can take care of myself," Sunset said.

"Sunset, I know. I believe you are, but after Cy-Kill's attack... I'm afraid for your own safety," Optimus said, "You will go home once we're done here."

"But--"

"That is final."

Sunset wanted to argue, but how could she argue with Optimus Prime? There was no arguing with him. Whatever he said, goes. But he raised a few good points, she and her teammates weren't ready for the attack that Cy-Kill unleashed. And if they weren't easily trained and had allies, they would have perished and never be seen again.

The other Autobots entered the medical room, and Optimus and Sunset watched them as they all held their heads down and their hands together. Sunny Flare then broke off from the hug, and spoke.

"To those who've lost their lives, we wish them great wishes and love wherever they wind up. Alas, farewell to our fallen; Chase... Freeway... Wideload... Rollbar... Searchlight... Bolt... Man-O-War... Mr Moto... Royal T... and Punch. May you all rust in peace, and we hereby thank you for your services and your sacrifices to the Autobot cause, and to all of mankind. You have our eternal respect and gratitude," Sunny said as she wiped a tear away from her face.

"Amen," everyone said in unison.

Optimus Prime entered the room, and spoke up.

"We have lost many warriors today, but we will do what we can to make sure they won't go down in vain. We owe it to ourselves to help save the lives of all of humanity and our fallen allies. Along with the help of Sunset and her friends, along with our two new additions to our team..." Optimus said gesturing to Ultra Magnus and Leader-1 who stood by, "We will work hard to make sure our new threat won't win this battle, for the memories of our fallen allies... and for our families."

"Yes Optimus Prime sir," everyone said in agreement.

Later that night, the girls and their Autobot guardians stood together, getting ready to pass on through the Groundbridge portal to go back home. And luckily for Smallfoot, her damage wasn't too severe so she was fixed up and allowed to go home with Sour Sweet.

"Optimus come on, let us help fix your base," Sunset said.

"No Sunset. You girls need your rest, and after what you girls had went through out in space, I only wish to see you come home in one piece," Optimus said sternly.

"But--"

"That is final, Sunset. We will talk tomorrow. Autobots, make sure they go home safely and keep an eye on them," Optimus ordered.

The Autobots gave their confirmed yes's, while Sunset huffed. An Autobot pulled the lever on the Groundbridge which began to start up, and the girls and their Autobot companions began to walk through. Sunset and Twilight however were the only ones walking by themselves, without their Autobot companions. But Sunset was more focused on Twilight's well being.

"Twilight? D-Do you want me to walk you home?"

Twilight looked back to Sunset and shook her head slowly, "No, I'm... I'm fine."

"Twilight, if you want to talk I'll--"

"No, I'm fine," Twilight said with a bit of anger in her voice. Without saying another word, she walked right on through the portal, not saying another word. Sunset just walked on through, following right behind her. All of them had made it through the portal.

But before the lever could be pulled to close it--

"Wait. Optimus, may I go make sure Twilight goes home safely? I made a personal promise to Punch that I would look after her," Perceptor asked.

Optimus nodded, "You may Perceptor. Contact us if you need our help or if you have anything to report."

Perceptor didn't say another word, and just walked on through the portal, following right after the girls. Once he was through, the portal closed right behind, the green glow evaporating away.

Ultra Magnus stood by Optimus, after he saw the group had made it through.

"Optimus, what should we do now?" Ultra Magnus asked.

"We will return back to Nevada, we'll do repairs in the morning when we have more light. And I need to make sure Sunset makes it home safely," Optimus ordered.

"Understood sir," Ultra Magnus replied.

Optimus just continued to stand and ponder their situation. If Cy-Kill's team was growing stronger and they managed to take down some of their warrirors with just one attack, then they would need to bring in more firepower than ever before.