A/N: There's a scene censored from the later part of this chapter. For the sticky (18+) version find it on my TUMBLR page: warbird27. tumblr. co

m/post/22574899781/fic-whats-worth-protecting

EDIT 7.22.12 (yes, I had to break up the fragging address this way because fanfiction net automatically ERASES OUT ANYTHING THAT LOOKS LIKE A FUCKING WEB ADDRESS YOU FUCKING ASSHOLES.) Anyway, copy all of that starting at "warbird" to the end of "protecting" and then delete out all the spaces, and it SHOULD work now. Huge apologies to everyone who's tried what was up there before, and couldn't get it to work. That being said, FF net is turning into douche-country, if anyone knows any other good forum/literature posting sites, let me know. I think I'm going to move.)

ooooooooooooooooooooooooooo

Soundwave sat dripping in the enormous washroom, allowing Rafael to pat his shin plating dry with a blanket sized towel. The human had informed him that he'd need at least a good rinse before polishing, or any grit that might get trapped under the little electric buffer he held would only cause painful gouging. He now sat patiently, allowing the human to help because he'd insisted, and stared at the little drifts of sand that had been washed out of his systems. He was somewhat horrified by what a mere solar cycle out in the desert had done to him. His human companion had merely laughed, saying "that's nature for ya."

Soundwave eventually commandeered the towel and made quicker work of Raf's efforts, and was thusly directed to a nearby bench in the washroom. He watched the human gather up his supplies, priming the little human-sized buffer. It appeared bulky in Raf's hands, but he held it with ease, even when favoring his injured arm. Soundwave laid himself out gingerly on the bench once Raf had gotten the buffer primed, and watched, half interested, as the human again started from the shins up.

The first touch of the buffer made Soundwave twitch, the sensation almost tickleish, but then Raf leaned his weight into it a little and Soundwave was able to relax. In truth, the sensation, when not too light, was delightful. His armor was warming pleasantly from friction, and the deep, soothing caress curved all the prickles and pings of pain left in his sensor net from his recent repairs. At length, he allowed himself to sink into the sensation, suddenly aware that here, there was no need to defend himself, no need to be hyper-alert and constantly on standby, be it for orders or against potential attack. Whatever the Autobots might have begrudged him, they did not express it. He was beginning to suspect that Rafael begrudged him nothing.

Raf shined the outer armor on either of Soundwave's legs and then skipped to his arms. Soundwave was distantly curious of the man's change of track, but didn't dwell on it, simply lifting each arm in turn obediently so that Raf could have easier access. When the buffer passed over the plating above Soundwave's spark-chamber, his ventilations hitched, if only barely. If Rafael noticed, he gave no indication of it. When the touch moved south, passing over Soundwave's lower abdomen, his composure started to break up. The sensations were alarmingly erotic, and Soundwave couldn't stop the slight jerk of his hips, but Rafael continued on resolutely, seemingly oblivious. Soundwave clamped his optics shut, trying to regain his mental balance. This was merely a cosmetic procedure. Just because Soundwave had gone the better majority of his existence alone didn't mean the barest pleasant stimulation would compel him to lose control. This was a human and his goofy little machine, not a potential-

Soundwave's processor literally hitched mid-thought as his spike abruptly pressurized, colliding with a loud and painful metallic thunk! against his resolutely shut interface panel. Rafael paused for just the slightest moment, and then continued on. A pass over his inner thigh made Soundwave jerk violently, his knees coming up reflexively, and this time, Rafael lifted the buffer away. To Soundwave's horror, he watched as the human reached out and placed a hand directly over Soundwave's interface panel cover. It was clear the metal there was almost searing-hot to the touch, as Rafael quickly pulled his hand away. Soundwave shuttered his optics, shamed.

"This isn't all that unexpected," Rafael said softly. "Just roll with it. The more you fight, the more uncomfortable you're going to be." Soundwave's optics lit again, and he sat up slightly and stared at the human in mixed awe and horror. Rafael stared back flatly, as if this were perfectly normal for him. The young man smiled abruptly and the buffer was back on Soundwave with renewed vigor and oh! Soundwave's hips jerked again, his long fingers curling around either side of the bench he lay on in an attempt at stabilizing himself. He could feel the charge beginning to build, the plating across his chest showing visible arcs of electricity. Rafael was working on the other thigh…it was almost over if he could just hold it together a few more minutes Soundwave could crawl off into a hole somewhere and hide for a millennia or two without having to do anything rash.

Frag! It was too late, and Soundwave scrambled to try and nudge Rafael away, worried the electric charge, when it finally gave way, would at best toss the man across the room, if not completely fry him. Instead in a single nimble leap Rafael hopped up to straddle Soundwave's upper abdomen, and from there performed an expert twist of the buffer over Soundwave's panel. The Deception jerked roughly, suffering a confined release as he held the panel carefully clamped shut. He watched the electricity arc harmlessly over the human, Rafael keeping himself from grounding against the bench, though the buffer toppled to the floor with a clatter. As the last crack of overload shook Soundwave, his vocalizer crackled to life without his permission.

"R-Rafael…!"

He collapsed backwards, flat against the bench as he came down, ventilations roaring. Tiny beads of condensation were forming across his body as his armor cooled back down. Rafael slid from his seat atop Soundwave quietly, settling into a crouch near Soundwave's elbow. The human was watching him intently, and Soundwave shuttered his optics against it once more, utterly humiliated. Several long minutes passed in total silence, the only sound the gentle ticking of cooling metal. Soundwave had almost convinced himself that Rafael had left, that his sensors were damaged in the rush and that he really couldn't tell if the human were still nearby or not, when Rafael broke the silence.

"Been a while?"

Soundwave twitched at the gross understatement. While by no means virginal, Soundwave had not bothered with relationships during the war, or during his days as a gladiator, which didn't leave much time otherwise. More recently, the restricted community aboard the Nemesis had pretty much ejected the thought of even the occasional fling out of Soundwave's processor. Nor was he much of a mech for self-servicing, and as a result a simple armor polishing had driven him into an overload so fierce he'd nearly toppled offline.

To his horror, the human reached out, trailing a faint caress across his arm.

"That's not uncommon, you know," Rafael pressed on. "What happened to you, there." He gave a wry chuckle, though Soundwave could hardly see what could be funny. "Y- I didn't tell you this, but you shoulda' seen Optimus… Jeez, the guy just about blew up, couldn't keep it together at all… You did alright, but I think he's got a kink or something…" Rafael stood, and Soundwave unshuttered his optics to watch the man as he wiped some of the condensation from Soundwave's chest with one hand. "Try just letting go, sometime, though… 'd do you wonders. Trust me." And with that, the human was on the floor, scooping up the battered buffer and his other supplies before disappearing out the door. Soundwave remained where he lay, processor whirling.

oooooooooooooooooooo

The silo was silent and dark. The Autobots were resting, but Soundwave remained restless, his processor still tangled up in the events of that morning. He sat, staring down at the reflection of his own fingertips in the now glassy shine of his armor, the glow of his own optics glittering faintly in the reflection.

Nearby, he could hear the steady breathing and heartbeat of the perplexing human Rafael as he slept. Soundwave had learned that the room Rafael lived in had once belonged to the late Autobot, Cliffjumper. Though modifications had been made, and some human furniture had been moved into one corner of the room, the quarters were still equipped to accommodate Cybertronians. Thus, when not under the watchful optic of the other Autobots, Soundwave resided here. With Rafael. He turned slightly to watch the young man idly.

No mention of the incident in the washroom had arisen, though from how the human had spoken, Soundwave doubted such an incident was truly secret. Ratchet in particular had watched him more closely than usual, but said nothing. The medic had simply announced that he expected he would be finished with the construction of a new face-mask for Soundwave by the end of the following day. This was a great relief for Soundwave. It was also a source of some conflict for him. He could leave, at last, find Laserbeak, find the Nemesis, and return to Lord Megatron.

If Lord Megatron would have him. He had still been completely unable to hail any sort of response from anyone, and he'd been trying nearly constantly since the altercation in the desert, going so far as to schedule automated comm. pings during recharge, all to no avail.

The apparent rejection…hurt. Soundwave had no misgivings that he'd made a poor choice, but had assumed that after long centuries of unwavering loyalty and support to Megatron, that maybe he'd have, to use the human saying, built up a few brownie points.

And then there was the source of all his trouble. He watched Rafael toss slightly in his sleep, mumbling incoherently to himself.

"Hey…" Rafael had left Soundwave alone for most of the day, but that evening as they'd turned in for recharge, he'd broached another tender subject with Soundwave. "I know you're probably itching to get back to 'Ol Megatron but... You don't have to leave just because Ratch gets your mask done. Y-you could stay…. If you wanted to."

It was the most ridiculous suggestion anyone had ever made, and that included Starscream's countless ploys against Megatron, and the resultant excuses. And yet, here he was, loosing precious recharge hours over it.

Rafael sat up abruptly, and Soundwave could see the human looking over at him through the dark.

"Hey," Rafael said quietly. His voice was softer, mushy with drowsiness. He wore a crooked little smile, fully aware that he'd just caught Soundwave watching him sleep. The human reached a hand out towards Soundwave, and the Decepticon stood from where he'd been perched on the edge of his berth. In three long strides he was towering over the tiny berth the human used. He could see the color of his optics reflected in the glassy whites of the humans'. He hesitated, staring down at Rafael in silence for at least a minute. Rafael simply gazed up at him passively, waiting.

Soundwave knelt beside the tiny bed and it's even smaller occupant. Rafael reached out and caught one of Soundwave's fingertips in one hand. Soundwave watched the human explore his hand, mostly by feel, in the dark. He let the joints of his fingers be manipulated, allowed his wrist joint to rotate freely as Rafael turned his hand over, palm up. He then nearly toppled over backwards in his rush to pull it away from the human's grasp when Rafael quite suddenly bent foreword to press a kiss to the center of his palm. Rafael chuckled faintly. Soundwave stared down at his own palm, stunned. The warm and astoundingly soft press of the human's lips against his plating had been electric in a way that made no sense to Soundwave.

"Sorry. I'm still trying to figure out what it will take to convince you to stay," Rafael admitted. Soundwave sat back, thoughtful. If he were honest with himself, he was wondering the same thing. He knew that Rafael understood his culture enough to understand full well what he was offering with a tactile relationship, but Soundwave wasn't so sure he was even into that.

He eyed the human in the dark with mixed interest in disdain. Eloping with vermin, Soundwave? Oh, but Megatron would throw a crankshaft to see Soundwave now. Was he really that desperate? Or glitched?

"Soundwave, I can practically hear your circuits burning." Raf pointed out wryly. Soundwave's focus snapped back to the human male. Raf's expression was firm, crinkled with stubborn determination as he watched Soundwave through the darkness, arms folded over his bare chest. That look, more than any words, sparked enough frustration in Soundwave to act on impulse. He stood, stepping away from the human's berth. He noted with satisfaction that Rafael's eyes widened in surprise at the abrupt movement.

Still vaguely wondering just what in the pit he was doing. Soundwave took a moment to concentrate. It had been eons since he'd done this, and a miscalculation could be catastrophic.

Mapping out the program to completion in mere seconds, Soundwave moved. Folding, collapsing in on himself, storing away superfluous matter into subspace until he'd shrank down to something just a little taller than Rafael when the human stood upright. He stood by the man's bedside, straightening up proudly, and indulged in just a little bit of mirth as the human's mouth swung open in awe. The two stared at each other for a long moment, before Rafael leapt up to kneel on the berth, catching Soundwave by his arms and tugging excitedly.

"You can mass-shift?" Soundwave cringed slightly at the sudden volume the human used. The stunned awe Soundwave had expected. This unbridled excitement, he had not. He watched helplessly as his plan began to backfire in slow-motion. "Holy…wow!" Raf's voice was lowering to a more appropriate volume again, at least, as he pulled on Soundwave, turning him to better examine the results. "Wow…jeez… is there anything you can't do? You're slagging amazing, I swear…" The human seemed to be almost muttering to himself now as he continued to admire Soundwave's handiwork, repeatedly regaling the Decepticon with words of admiration and compliments.

Soundwave was feeling increasingly awkward by the moment under such attention, and Raf's hands on his armor were starting to leave this horribly delightful burning sensation in their wake.

"Stop." He spoke softly, knowing that just his voice alone would have a weighty impact without having to place any real force behind the command. Rafael went quiet and sank back to sit on his heels, simply regarding Soundwave with a small smile. Somehow, this made Soundwave feel utterly defeated.

Raf reached out and caught Soundwave's wrist, tugging gently, and Soundwave relented, moving to sit at the foot of the berth. Rafael did not release his arm, however, his thumb running circles over the joint. Soundwave stared down at the point of contact, the plating growing warm under Rafael's touch. He did not move away when the human scooted closer. In short order careful, cautious touches turned into a full-on manual exploration of Soundwave's newly compact body. He sat still, shivering occasionally at the sensations. Giving in to the attention, he indulged in speaking his mind.

"You ought to reserve your affections for your own species."

Rafael only chuckled, dipping his fingers under a layer of armor to prod at the almost silken metal of raw protoform beneath. Soundwave's ventilations hitched.

"I could say the same for you." Raf pointed out. "You know it's not always so simple though." This earned the human a low grumble, and then Soundwave fell back into total silence.

He let his processor swim in sensation and thought as Rafael's exploration grew ever bolder. He couldn't deny he was enjoying the attention…in a number of ways. Rafael's immediate intentions were clear, but what he wanted from this was a much foggier topic. Soundwave had very little to work with regarding the human social structure, and with Raf he couldn't be sure if any of it would apply anyway. He seemed to be psychologically trapped somewhere between Human and Cybertronian.

Out of nowhere Raf's hand fell quite deliberately over an exceptionally sensitive bundle of wires at the inside of Soundwave's hip-joint, and the grip twisted ever so slightly. The sensation was, mildly put, utterly delicious and Soundwave was jerked back into the moment with a full-body shudder.

"Hey, you mind?" Raf was teasing him. "You can brood later." He gave the bundle of wires another gentle tug, and Soundwave toppled back onto the berth with a gasp, letting the human crawl over him. Something warm and soft covered his lip plates; a kiss, he realized. The sensation was truly as alien as he feared it would be, but not objectionable like he expected. He melted into the feather-soft touch, and the anxiety he hadn't realized he'd been feeling melted away into something negligible, to be set aside for later examination. He brought his hands up to the warm, bare back, and marveled at the equal measures of firmness and supple softness of skin over muscle and bone. Rafael gave a low groan, arching his back into Soundwave's hands, even as both of his dipped back under Soundwave's chest armor caressing tender sensors underneath. Soundwave had been losing by degrees in his battle against logic all night, but it was that last touch that blew the opposition out of the water, and with only a passing acknowledgement of his defeat against himself, Soundwave gave in, just once, to his spark and his body's needs.

Soundwave hadn't recharged so deeply in eons. When he eventually came back online, late the next morning, it was to the sound of approaching footsteps in the hallway. He stiffened, torn between staying put and waking the still slumbering Raf, now thoroughly entangled within Soundwave's own arms and legs. There was no extracting himself gracefully, and so this was how he was found when the door abruptly slid open, revealing Ratchet. The medic's optics grew large to the point of hilarity before he turned on one pede and backtracked straight back out the door without a word. Horrified, Soundwave wondered what would happen to him, caught with obvious amorous intentions with the Autobot's precious pet human. At his side, however, strangled giggles arose before Rafael broke into true, roaring laughter.

"Oh…Primus that was priceless!" Soundwave shifted uneasily, at last untangling from the human's limbs, and sat up, letting his human see the anxiety in his face. Rafael simply leaned in and kissed him lightly, smiling. "I'm a big boy, I can choose for myself. Don't worry about what they think." Easier said than done, Soundwave thought, but he nodded.

Ratchet had, apparently, not said a word to the other 'Bots about what he'd seen. Now, as Soundwave stood before him, the medic did his best to remain passive, though Soundwave watched as the 'Bot's optics continued to dart between himself and Rafael, standing nearby. Ratchet handed Soundwave his newly constructed face mask for examination.

The medic had done an excellent job, and Soundwave, though no slouch at engineering himself, couldn't help but admire the Autobot's handiwork. Stepping back slightly, he fitted back over his faceplates, the dark glass sliding easily into place. The HUD immediately lit, all of Soundwave's familiar programming back in place. He felt himself relax, let the relief of being back in his comfort zone flood him. He glanced down at Rafael, and the young man grinned up at him.

"I would recommend," Ratchet broke in, catching both human and Decepticon attentions. "That should you endeavor in any more mass shifting, that you remove that first, seeing how it's not a direct result of your bio-engineering code. I'd rather not have to build another any time soon."

Rafael let a laugh slip. Ratchet turned on the human.

"And you! You…. You…!" He trailed off, caught off guard by Rafael's entirely smug impression, seemingly unable to complete his thought. Soundwave decided to intervene before the medic broke into one of his notorious tirades.

"Thank you." He said, lowering his shoulders into a shallow bow. In doing so he'd successfully stunned the medic into silence. Safely hidden once more behind the mask, he let a smile creep into his features. The medic looked utterly baffled, and even glanced back towards Optimus, passively listening in nearby. The Prime nodded.

"Welcome." Ratchet said roughly, and reached over, slapping down the switch for the ground bridge. Behind Soundwave, the electric green portal opened up, roaring with energy.

"You're free to go, as we promised," Optimus said, stepping forward. "We are truly grateful for your assistance to Rafael."

Soundwave turned, staring through the glowing portal, a faint glimpse of desert showing through the other end. He turned back, staring down at Rafael. The young man's face was passive, but his eyes glittered wetly. Putting on a brave face though he was, it was clear to Soundwave that saying goodbye was not on the human's preferred agenda. In this moment, Soundwave knew he stood much to lose, or gain, with a simple stay or go decision. In the end, deciding became easier than he'd expected. He turned his back on the ground bridge, reaching past Ratchet and flipping the switch back into the 'off' position.

That in itself, Soundwave mused, was worth it just for the line of shocked faces, and the one beaming smile from his human.