Author's Notes: Hello and thanks for stopping by! I hope you'll enjoy the story!

I have fixed, or at least tried to fix, the tense changes as much as I could and other written mistakes and I hope the chapters are more readable. I fixed Shockwave's appearance to match how he really looks in the show but I still kept his alt-mode as the jet like in War for Cybertron game. When I wrote this story there was no news about him appearing in TFP. I also decided that the ending needed adjustments and to make more sense so those who read it already probably will notice it. There's also a nod to Soundwave's telepathic ability from the newer G1 comics.

System Error. Transformers Prime.

Next time something broke Soundwave would have to scrape rare materials off of Nemesis' walls to fix it. It didn't help the case at all that Megatron was impatiently waiting for the communication lines to get back online. Though, they wouldn't be offline in the first place if it wasn't for him and Starscream who had another skirmish that resulted a direct hit to the core of the machine.

"How long is it going to take, Soundwave?" Starscream yelled at him waving arms in air, failing to speed things up.

Not only did Soundwave have to lie on the floor sideways to reach places he needed to put back together, it was also very cramped for him. Luckily his tendrils were more flexible than his arms in this situation. From under the control panel Soundwave glanced towards Starscream and he was all still for a moment and then continued with the delicate folding of the wires.

"You've been there for hours... Finish it already!" The angry seeker bent down to see the work being done. Before he could see anything Soundwave pushed the control panel's cover from below to pop it up above. The cover fell off of its place to hang on a bunch of wires to block Starscream's line of sight.

"Hmmph." Was the only thing Soundwave heard and he continued to work in peace and quiet. The seeker stopped bothering him and left the bridge quickly in annoyance.

Soundwave wasn't far away from finishing but a few improvements were necessary. He had covered the most fragile parts with extra hardened metal and plastic he found in the storage. Maybe the communication systems wouldn't be blasted off so easily next time. In hopes that the next time wouldn't come...

Finally everything was in place and scanning showed no problems on the hardware side which made him feel a bit more relaxed. He could finally get up from the floor to do the part of the work he enjoyed a little bit more. While closing the side-panel he got a small electrostatic spark to his digits. That caused him to pull his arm away in reflex, only to hit the upper panel and dent it slightly. He stared at the dent like if only his gaze would fix it. Today apparently wasn't his day at all.

After rechecking everything to be sure there was no errors in the circuitry Soundwave finally got up from the floor. He stretched himself and a few snaps and clicks could be heard, since after being in the same position for that long anyone would be stiff.

The bridge's doors slid open and heavy footsteps echoed around the whole room while he put the top panel back to its place. Soundwave didn't need to turn around to know who was coming and he'd finally get to work on the coding side of the system. He didn't waste any time and immediately started typing in the necessary codes to activate the communication systems.

"I see you've progressed. Good." Megatron growled quietly, looking from behind Soundwave to see the systems little by little come alive again.

A few small error windows kept popping up here and there but Soundwave quickly fixed them. It wasn't anything much to someone who had spent most of his time in the ship building and fixing machinery. Voluntary or not; it kept his mind busy enough not to be bothered by a certain someone aboard.

Megatron's face plates got a little bit happier look as he saw the systems were back online and fully operational.

"About time." He announced like it had taken forever for Soundwave to make it happen.

Soundwave wasn't required on the bridge anymore and he started to walk towards the doors when he heard something behind him. Megatron had opened a communication line that had a lot of static going on, but he was sure he heard something awfully familiar in it. Soundwave turned around only to freeze on the spot as he saw the silhouette of the source of the voice. He wanted to move away, walk away from the bridge, but his body didn't listen. Only thing he could do was to stare at the screen.

"Ah, Shockwave." Megatron spread his arms in a welcome motion. "Finally."

"Final..y in..eed, my Lieg..." Shockwave's dark image and voice kept blurring in and out.

The static made Megatron annoyed and he turned around to see that Soundwave was still in the room. "Soundwave! Fix the line. I need it more clear at once!" The anger was easily heard from his voice and actions as he waves his arm high in the air ready to crush anything that came to his way.

No! was the first thought Soundwave managed to think after Megatron's voice woke him up from the memories. Memories that kept coming back from the deepest, darkest corners of his processor. He shook his head in disapproval while raising arm to the side of his head, thin digits slowly scratching the side of the head screen. His mind was getting blurrier with every moment.

"WHAT IS THIS?" Megatron shouted, the tone of his voice not anywhere near nice. Probably the whole ship heard it loud and clear.

It had no effect on Soundwave.

"Now no.. Meg..tron." A rippling voice said from the direction of the display and that cleared Soundwave's mind. With no more wasted thoughts, he hurried to the control panel. As much as he wanted to disconnect the line, he wouldn't do it. It was not worth getting offlined over haunted memories.

As Soundwave worked to improve the connection, he could feel the burning anger of his Lord. It was so strong that he couldn't block it from his telepathy and it made him shiver a little.

It wasn't his intentions at all to defy a direct order. All of this was the fault of emotions coming to the surface that he had deleted... or thought he had deleted eons ago.

"...As I was saying." Shockwave continued when the connection was finally stable enough for him and Megatron to talk without trying to guess what the other one was saying.

"I'm coming to visit you soon. Something has caught my interest on the planet you've found. The reports you've sent to me contains information that might come useful in order to revive our home planet faster." His voice was a bit cold and monotonous. "Proper testing is required and I shall do it on the planet or on the Nemesis. The place depends on the immediate danger of the substances." His single red optic glimmered in the darkness.

"Yes. There's a very useful resource on the planet below us. You're free to take what you need and use the Nemesis if necessary... When you find a way to get here. The space bridge is being rebuilt as we speak." Shockwave got a smirk after the sentence.

"Soon we shall find out, my liege. Shockwave out." Connection got terminated and the screen went black.

Megatron knew Shockwave was up to something, but he couldn't quite grasp what it could be. It made Megatron lift his hand up to his chin, stroking it. "Soundwave." He had his normal tone of voice again. "Be sure not to do the same mistake again." He looked at Soundwave who looked back at him.

The warning wasn't with a severe tone, and for Soundwave it didn't need to be. He knew it even without Megatron saying it out loud.

Soundwave nodded slightly and then turned his head towards the black display, his thoughts filling up again with old long lost memories from the days before the war. None of those memories were pleasant ones. Because of Shockwave's presence still lingering around, and his own memories, he didn't even notice Starscream who was standing right behind the closed door. He had happened to pass by the bridge's door just as Megatron had shouted, and stopped to eavesdrop on the rest of the conversation. The way Soundwave reacted seemed to please the second in command more than anything. A wide grin was on his face plates as he almost danced away from door.

On Cybertron there was only one dock operational, and it was being taken good care of. Drones were moving back and forth, fixing and rebuilding. Only a handful of Decepticons had stayed when the rest fled from the dying planet in hopes for a better place to live. In the dock, there was just one spaceship left of the once mighty fleet. In that ship Shockwave was sitting on the higher ground chair, leaning his head to his right arm while watching the main screen. The dim light brought a melancholic atmosphere to the room, casting all shapes of shadows on the walls behind him, including his own huge shadow that covered most of the area. All sorts of data streams were being displayed on the screen only to be picked up if something was out of the ordinary. It was only a matter of time before the ship's tanks were fully charged and he could finally put the new and carefully tested technology into use.

If anyone wanted to come back to rule they'd have to go through Shockwave first. He had his mind set, and not even Megatron could stop him from stepping into the shoes of a real ruler instead of being just a guardian of the graveyard.

Shockwave turned his head to look out from the ship's window. The view was dark and cold and the only lights one could see were the stars above. One star was brighter than others, and that made Shockwave chuckle. He had found out most of the old secrets of Cybertron thanks to the dark energon. He had discovered the ancient machinery that was used to control the planet's movements while it was on its aimless travel through the galaxy. After researching for what could have been an eternity, Shockwave was able to adjust the course of Cybertron and literally put it into a far away orbit of that certain bright star. According to the reports, the primitive race had named it "Sol".

In his mind, the best part was that no one knew what he had done.

On the Nemesis almost everyone was very busy due to a huge energon jackpot Starscream was able to locate. He kept saying that he was on to something big, but no one believed him until, to everyone's surprise, he actually succeeded in finding it.

Starscream was once again proud of himself and nothing stopped him from boasting about it. He stood as mighty and tall as he could in front of the bridge's main screen.

"And no one believed me." He touched his Decepticon insignia on his chest and shook his head. "How am I supposed to keep you all up and running if I cannot be trusted with these simple tasks? Such sad thoughts should everyone keep at themselves." He waved his arm in the air to brush off all the doubts in act of being humble.

Megatron was standing next to him in front of the main controls, watching the big screen, waiting. He didn't pay any attention to Starscream, nor did the others.

That annoyed Starscream even more than he had anticipated.

Such ignorance!, Starscream thought to himself. What does one have to do to gain at least some respect around here? He glanced around to see Airachnid turn away from his stare and continue doing whatever she was doing, and Knock Out only gave him a small grin and a shrug. Unbelievable.

"Soundwave, could you at least share the pain and agony with me?" The seeker tried to sound hurt. Not that Soundwave would ever do that, but it was worth the try. He walked next to the silent mech and watched him as the information got packed and stored in Nemesis' main computer.

Soundwave was listening to Starscream rambling on but didn't stop working on the data files that needed sorting. The Vehicons were efficient in distributing the energon rations but their organizing skills lacked behind, or more like that skill simply didn't exist among them. If it was up to him he would've had the Eradicons do the energon reports instead.

"Have you calculated the estimated amount of energon we managed to find? I may be bold to say that it's the biggest one this far, but I need a confirmation." Starscream said looking at the data on the screen and crossing his arms. "The crew needs to realize I'm not here just for the show. I need numbers!" He was starting to get annoyed as he wasn't getting any answers from Soundwave.

After a short while Soundwave pointed at the certain window on the screen, and when the Second in Command looked at it he couldn't believe it. The more reports Soundwave kept filing, the bigger the number got, and for everyone's annoyance Starscream couldn't keep quiet about it.

"Amazing! Truly wonderful! And we have only scratched the surface of the deposit." He lowered his arms to rest on his hips.

"Since I had a hunch it would be big I made extra efforts to secure it with forcefields. The cursed Autobots will never know this ever existed."

Soundwave didn't care about the seeker's crave for attention and no one suspected what happened next. Starscream grabbed Soundwave's arm and pushed him away from the screen so he could stare at the huge numbers in joy. He clearly forgot something.

Next thing Starscream knew was that he was hanging in the air like a puppet on strings. In his case the strings were Soundwave's tentacles and instead of them being attached to the puppetseeker limbs they were wringing around his neck.

"S-Soundwave? What is the meaning of this!" The seeker had to grab on to the tendrils so that all his weight wasn't upon his neck. Nothing was heard from the Communication Officer's direction as he stared at Starscream. Only the hold was getting tighter around the seeker.

"Enough you two." A voice grumbled from the front of the bridge.

At that very moment Starscream was dropped and it was up to the seeker how he'd land. Soundwave walked up next to Megatron and he felt the optics from everywhere. It was rare for him to show these kind of actions but as long as he wasn't physically touched he could tolerate pretty much anything.

Soundwave had not been able to figure it out, even after all this time, why his body reacted like it did to a physical contact from anyone. Thanks to that everyone kept their distance from him thinking he hated everyone, excluding Megatron, and that was something of a bigger mystery to the crew members. There was even a rumor going around that him and their leader were mates. No one would come and ask questions of any sorts. Soundwave liked it that way and couldn't care less about such trivial things as rumors.

Starscream was dropped down back to the floor and staggered backwards. As soon as he straightened himself the main screen flashed and alarms went off.

The Nemesis' sensors detected a distortion in space in close proximity, and the main screen displayed it forming. No one, not even Megatron, had seen anything like it before. The space had bent like a spiraling tube of different colors that were reflected from everywhere around it. It was spinning wildly and the thin tip of its origin was slashing around like a whip, and the wide edge looked like it was on flames. It caused panic among the Vehicons below the bridge, but Megatron didn't order any evasive actions to be taken on the Nemesis' behalf.

Everyone watched as a space ship emerged from the vortex, little by little, and that made the crew more relaxed, except one.

Soundwave felt like someone was twisting circuitry in his chest. His composure was failing more and his pain grew stronger when more of the ship got out of the spiral. As the ship wholly appeared with disbursing flames, he felt so dizzy from the pain he had to lean against the control panel with his arms trembling. Soundwave's movements were small, but not small enough for Megatron not to notice them as he stood right next to him. Even as he watched, he didn't do anything and turned his head towards the screen to continue watching the show in front of them.

Without any notifications Shockwave opened a communication line with the Nemesis and his dark silhouette with the glowing red optic appeared on the main screen.

"Greetings." A deep monotonous voice said.

The crew below the bridge was moving anxiously, chatting about what was going on.

"I see. You've managed to-" Megatron was cut off by the small surprise of what was happening next to him. He looked down to see something new yet again.

Soundwave couldn't stand anymore because of the pain in his chest, and it forced him to his knees. He was able to keep himself from falling due to him clawing his digits into the control panel. Even the floor felt like it was spinning around him, and everything and everyone sounded so soft and distant. He looked at the floor in front of him and then to his side to see the Vehicons staring and pointing at him. Soundwave was feeling something else among the pain, but couldn't put it into words what it was. There were no warnings about anything being wrong in his systems which he found very disturbing considering the current circumstances.

"Shockwave!" Megatron growled and pointed at Soundwave. "Don't you dare tell me that you have a part in all of this." He knew well enough that Shockwave would take anyone or anything as his test subject, for whatever mad-mech idea he had gotten.

"I do." Shockwave replied without a delay. "I see my experiment has been quite successful, although not perfect." Any other bot would have felt very threatened and cower after such tone from Megatron, but not him. Instead he simply stated that he was the one to blame.

Such behavior was unheard of on the Nemesis, except, Soundwave knew it too well. Shockwave was, and probably always would be, a mech following his own path. Starscream had a hard time to prevent his glee from escaping as he watched Soundwave collapse onto the floor.

Take that! Be the center of all the attention! Thanks to Shockwave you'll be the laughing-stock instead of me. A mere test subject, being able to climb through the ranks of the Decepticons? That's unacceptable! He thought, but all of a sudden he remembered how Megatron had met Soundwave and it halted the seeker's movements completely. The damned gladiator pits. What? But... How's it possible for him to be almost equal in strength to our leader? He glances at the main screen to absorb the presence of Shockwave. Then it hit him. Harder than anything else he had realized before. He himself was inferior to a mere test subject. He got so angry that without a word he left the bridge only to disappear through the doors to the hallway.

The memories that Soundwave had kept locked away, were flooding his mind, and he couldn't see or hear anything that was going around him. The pain was gone and he found himself lying on the floor inside a dark but familiar room. The floor was cold and frost covered most of its surface. The ceiling was leaking something and made a dripping sound echo everywhere. As he was facing the metal wall he heard footsteps behind him. With a loud click and screech the room's heavy door opened. The light that came in was too bright and it made him curl up even more.