A/N: I have no idea why I'm starting another Transformers fic. It's probably because of my newfound obsession over Soundwave. He says one line in the entire Prime Series and I'm in love with him.

So, this starts out as a Pre-War fic. The story takes place to before the war, then slowly going into it, all the way to after TFP. I won't re-write every scene, but I will interpret my OC somehow.

This is Soundwave/OC, just a heads up.

So, here's my first attempt at writing Gladiator Soundwave.

I do not own Transformers Prime or any of its characters. They all belong to Hasbro. I only own my OC.

Laconic: (of a person, speech, or style of writing) using very few words

Chapter 1

Soundwave didn't pay attention to newcomers.

It was simple: they either perished on their first orn, or the pitiful bots made it lucky to stay mixed in the lower ranks. It was nothing Soundwave worried about. Being a high ranking Gladiator, the only time he ever interacted with them was in battles.

Though, recently the mechs had become bolder after his fight with Megatronus. Soundwave had been reduced to second in the Pits after he had lost to the silver mech. Megatronus managed to beat him, albeit by so little. Apparently, that was enough to make other bots think he was becoming weak. Soundwave would be lying if he said he wasn't at least a little bothered by that.

Though, that wasn't Soundwave's main issue. During his fight, Megatronus had audaciously deemed him as an equal, of being a worthy opponent.

Any bot would have been honored to be on the silver mech's good side. However, those words meant nothing to Soundwave.

There weren't many mechs one could trust in the Gladiator Pits and Soundwave wasn't one to let his guard down too easily. Betrayal was common, and more in pits. For now, both he and the other Gladiator would barely remain acquaintances.

If Soundwave were to feel one thing towards Megatronus, it would be a small fraction of gratitude. Soundwave was alive because of him, although, he was almost offline because of him, too. Megatronus' actions were suspicious, and for now, it was best to keep to himself.

His one rule was to observe and keep silent.

Not that Soundwave had much use for what he picked up. His sense of awareness was only useful for observing battle strategies. Having space for data wasn't particularly useful when attempting to fight off other savage mechs, though.

Or fighting off femmes as well.

The memory flashed back in Soundwave's processor. It hadn't been more than a few cycles since that day.

That cycle he had been out in the stands, watching two mechs clean the arena. The area had been emptied; not many Cybertronians stayed in the after-glow of the fight. Most of them relinquished once their source of entertainment disappeared. Soundwave found it distasteful.

The only reason he had stayed after the fight was because his training had been completed for the cycle. He'd usually only stay in his private quarters, but he'd always had a knack for observing in secret. It was in his programming and it wasn't particularity surprising for him to stay out there.

Soundwave had settled for watching the lower faction mechs clean up residue from the arena. Not particularly interesting. It rarely was. Most of the time, the mechs spoke about buying their freedom or overthrowing the owners, nothing Soundwave really paid attention to.

Disrupting the usual routine was pede-steps. The hard clanking and shuttering of floor boards became louder than the mechs' chatter. The loud metal had clanked harshly against the sturdy floor of the stands. The steps reverberated across the whole arena, capturing the attention of the mechs cleaning it. The pede-steps gradually made their way closer, each one becoming louder.

The sudden disruption was enough to impel Soundwave to get a better view. The sound of the pedes didn't stop, rather continued clanking forward until the owner of the steps was revealed.

A dark-colored frame had appeared in the arena, seeming to fall from the upper stands. The Cybertronian landed on its knee joints, venting and cooling fans on high.

Even though the Cybertronian had its faceplates hidden, Soundwave could clearly tell that it was a femme.

Femmes weren't usually seen in Kaon, and if they were, they most certainly weren't seen alone. They were usually with high caste members, always accompanied by a high caste mech. Others were just pleasure drones.

Though, the dark painted femme in front of him was completely alone. No one seemed to come for her as she vented on the arena grounds, her helm kept low to the ground. The mechs stopped what they were doing and stared at her, a morbid curiosity in their optics.

When the femme finally raised her helm, Soundwave saw her jolt up to her pedes. He studied her physical appearance. Despite being slightly stained, her armor shone more than the average mechs. Her optics were also green, leading Soundwave to believe that this was a high caste bot.

The femme glanced at the mechs, quickly backing up. She visibly trembled under their leering gazes.

Soundwave noticed that she didn't immediately call for help.

"What's a femme doing in these Pits?" one of the mechs asked tauntingly, walking towards the Cybertronian. The femme continued to recoil. The mech's posture was akin of a predator stalking its prey.

"I don't know, but it sure is lucky of us. Primus has heard our prayers," the other mech said, giving a gruff, malicious chuckle. Soundwave watched intently. He didn't make any move to help the femme.

He was a strong believer that Cybertronians should be able to defend one's self or perish. He especially wasn't going to aid a femme who likely sat comfortably in a higher caste. Not while he fought his way through every drop of energon. It would be the stupidity of the femme that would be the end of her.

Soundwave knew he was losing interest in the pitiful sight. Just as he was about to leave, he heard a cluster of metal.

He snapped his helm back and was less than surprised to see the femme with a weapon in her servos. No doubt it was from the Gladiator that had been terminated. The blue energon that stained the broken sword proved it.

"S-stay back!" commanded the femme. The two mechs laughed at her empty threat. The quivering femme held up the broken sword. It shook in her servos. Soundwave stood in his spot, watching the events unfold. Though, his processor was already made up: he would not help the femme.

"Put down the sword before you hurt yourself, femme," the mech laughed.

The femme's fear quickly morphed into indignation. She gulped and bought it in the mechs direction. He laughed again and made a move to snatch away the broken sword. The femme quickly took it away from his grasp.

"Go ahead. Strike us," the mech dared, "Here, I'll turn my helm so you can strike me right here."

They sniggered at her attempt. Soundwave watched with a newfound interest.

The femme's startled expression slowly morphed. Her grip visibly tightened on the sword, and her pedes stepped closer. With a fierce cry, the femme brung the sword down. It clashed with one of the mech's legs. The mech cried out in pain as he fell to the arena floors. Energon stained the femme's servos and splattered the ground. The mech's legs weren't broken, but most likely very wounded.

The other mech growled in anger as he watched his comrade wither in pain. He roared at the femme, knocking the sword out of her servos. With a curled fist, he stuck at the femme, making her drop to the floors. He heard her slight shriek of pain as she dropped onto her side.

Her armor was dented and she looked up at the mech with hatred. The mech grabbed her neck and pulled her up. Sensitive wires in her neck were forcefully pulled. The femme found herself hanging in the fist of the larger mech.

Her servos grabbed the fist that held her, attempting to break free.

"Now, now, femme. If you beg for forgiveness, I'll let you live long enough to know what pleasure feels like." the mech wryly snarled. The femme choked out a simple response.

"Go to hell," she hoarsely cursed. This made the mech furious, but before he could tighten his grip on her, her servos stuck out on him. Her sharp fingers made contact with him a great number of times. Soundwave was attentive enough to notice that the femme was sporting claws.

The mech yelled out and fell to the ground next to his other fallen comrade. The femme was dropped to the floor. She landed on her knee joints and coughed. The commotion was enough to capture the attention of any nearby mechs, more importantly, the ones who ran the place.

As mechs came, Soundwave was also drawn closer, curious enough to see how the events with the femme would end.

One of the main owners stepped forward, looking absolutely livid. Optics were narrowed towards the two mechs struggling to stand. Meanwhile, the femme stood up, a mixture of anxiety and anger in her optics.

"What's going on here?!" the owner asked loudly. His voice rung with impatience and anger. The two mechs shifted under the glare of the mech above them.

"I-It was that femme! She did this!" one of the mechs stuttered. The owner only now realized that the femme was close to them. She slowly inched away from the owner and other Gladiators who stared at her. The owner's attention directed at the energon on her claws.

The owner roughly grabbed onto the femme's arm, pulling her to look straight into his optics. The female yelped and fear quickly overcame her green optics.

Soundwave watched as she held the owner's gaze. No Gladiator spoke, afraid that the owner might lash out. That was never good; it always ended badly for the Gladiators when the owners weren't pleased.

A certain tension ran throughout the arena grounds.

The femme held herself in a way that made it look like she was trying not to shake. The owner's optics began to drift all over the femme's frame, taking in every little detail. The femme stiffened under the leering gaze.

"You did this?" the owner asked, tightening his grip on the femme's arm. The dark colored femme nervously nodded, her movements becoming frantic with every word. "You come on to my arena and damage my property?"

The femme didn't respond, rather averted her gaze elsewhere. The owner didn't seem at all satisfied with this. He used his other servo to grab her helm and directed it towards his optics.

"Look at me," he demanded coldly. The femme's optics narrowed. Though, this didn't fool the owner. He wryly chuckled. "I can sense your fear, femme. Your optics reek of it."

When the owner broke optic contact with the dark-colored femme, he turned around to face the Gladiators. His grip didn't loosen on her for a klik. She stumbled as he bought her to face the other mechs.

"What do you think we should do with her, mechs?" the owner asked, "We have a whole variety of possibilities." The arena reverberated with sly laughter. This caused the femme to shiver.

Soundwave was the only one who stood silent, as always. He knew that the mechs in this low caste craved a femme's touch. Most Gladiators didn't have enough currency to go to the whorehouse where femmes personally pleasured them. If femmes ever willingly came to seek out a mech from the Gladiator pits, it was rare that they came to a lesser-known Gladiator; most of them preferred the more high-ranking ones, ones they knew that could pay. Soundwave had a fair deal of femmes that sought him out, though he rarely accepted.

Soundwave had too much dignity to say that he was as lust-hungry as the mechs around him. He wasn't desperate enough to completely lose himself desire.

"Who knows, maybe this femme could be useful for me as well," the owner lowly laughed, the resonant sound full of malice. With a new burst of strength, the femme violently jolted her arm away from the owner's grip.

She looked at the mechs with bewilderment. The femme proceeded to back up, only to be stopped by Gladiators coming from behind. She gasped and turned to the owner, her optics shining with anxiety and anger. She fisted her servos.

"I-I won't do it!" exclaimed the femme. Her movements become more alert as the mechs pushed her into a circle. The owner gave a cruel laugh. Soundwave watched the femme's pathetic attempts.

"Willingly or not, you'll eventually obey, femme. Not only do you owe me, but you are in my territory! Call for help, I dare you. If someone comes to your aid, I'll let you go. If not, then you're mine," he snarled, "Go on. Do it." The femme began to shake again. She closed her eyes, gritting her teeth as well.

"I'd rather fight Gladiators and die than become an interface slave!" the femme proclaimed. She looked at her energon stained claws and gave a forceful flick. A splash of blue energon landed on the ground, on the owner's pede. The femme glared at him, obviously making up her mind.

It was clear to Soundwave that she was absolutely afraid. Similarly like the mechs, he stared at her, though unlike the others, the optics behind his mask only focused on her faceplates, rather than her adult frame.

The owner smirked, giving the femme a knowing stare. The femme's confidence immediately died down once she saw this. She shrunk back, running into the chassis of other mechs. The owner's optics brightened as a chuckle escaped his mouth.

"Interesting suggestion you made there," the owner dangerously chuckled, "Maybe you can be of better use." the mech dug his servos into her arm again. The femme struggled, but quickly stopped when she saw his glare.

"You are a property of these Gladiator Pits, femme. Your training begins tomorrow. Your first fight is in an orn." stated the owner, "And unless she fails, nobot is to harm her... outside of the arena, that is."

The femmebot stared at the owner in disbelief. "W-what...? I-I wasn't-" she closed her mouth.

"What? You weren't serious? Well, that's a shame because I've already made up my mind. You will work your way up the Gladiatorial ranks like the others, and if you are to fail... my mechs here will gladly take what is left of you," the owner stated, his optics forever boring into the femme's processor.

Soundwave stared for a few kliks longer before making a move to leave. However, the owner quickly glanced at him, seeing that he was the nearest mech in his sight.

"Soundwave, take the femme to the medic and then the inscription areas," the owner commanded, "RocketShield, dispose of the two useless cleaners. The rest of you, back to training!"

The mechs grumbled and murmured among themselves. The chatter seemed to be about the femme that had supposedly joined them.

Soundwave looked at her from behind his visor. He stood cold with indifference. The femme noticed all of the other mechs leave but him. She seemed to understand that he was Soundwave.

Without a word, Soundwave began walking, glancing slightly to see if the femme was following. She tentatively followed him, aware of the gazes she received. The skittish femme stumbled on her pedes before beginning to follow him. She took a deep vent and attempted to compose herself. Her trembling did not go unnoticed.

Soundwave found it pathetically humorous in her attempts to appear indifferent. The femme kept her helm raised, trying to ignore the stares. It was also clear that she was trying to avoid looking directly at him.

She constantly twitched and jumped at any slight movement; her optics kept darting at the surroundings, looking at everything but him. The other Cybertronian kept her distance.

She feared him.

Good.

The owner entrusted him to take the femme to the medic because any other low ranking Gladiator would surely try something with the femme. The owner entrusted him but he didn't feel honored at all. This was a burden to him, knowing that his curiosity had gotten the better of him. He should have left when he had the chance.

Though, Soundwave tried not to think too much of it. He was simply leading the femme. After that, she was no longer his problem. The femme Gladiator would have her own issues to burden with.

A femme Gladiator

The owners were desperate for credits it seemed. He stopped in front of the medic's quarters, suddenly feeling metal clank on his back.

Soundwave reflexively turned around and watched the femme fall to the floor. She let out a slight groan and hesitantly raised her green optics.

Her optics finally made contact with Soundwave's visor. Her optics widened as the tall and slender mech stared down at her.

Soundwave didn't make any move to help her, rather stared down to see what she would do.

He relished in the sight. The dark-colored femme stood completely at his mercy. Her green optics stared fearfully up at him. She sat on her aft, her slender legs moving together and stiffening. Her chassis rose and fell as she vented.

She was completely at his mercy; it was completely up to him if he ended her life. All it would take was one slice.

Soundwave slightly turned his helm towards the medic's room. The femme scrambled up, a blue blush staining her faceplates. She stubbornly looked away.

"S-sorry," she muttered. Soundwave didn't reply. He kept his helm turned towards the medics room. The femme followed as he walked in. The old medic stood there. Soundwave's visor was turned towards the ebony medic.

"Soundwave...? I wasn't expecting to repair you." the medic asked. Soundwave shook his helm and pointed at the femme. The bot seemed to take the hint and hesitantly moved closer to the medic. The medic's faceplates soon relaxed as he came to the realization. "Ah yes, one of the owners just contacted me about the femme. Though, he didn't mention you were bringing her," the medic replied.

Soundwave stood silent.

This seemed fine for the medic as he motioned for the femme to come closer. "C'mon! I don't bite, they'll be plenty of that for the arenas." the medic chuckled as his optics shamelessly scanned over the femme's frame. The young bot seemed to have stiffened visibly. She slowly and cautiously stepped towards the metal berth. The medic patted it, and the femme soon climbed onto it. Her claws gripping the edges.

The medic scanned the femme as she struggled to appear unaffected. He seemed to be a bit too close for the femme's liking.

Again, she refused to look at Soundwave, but he knew better. Every other klik, her optics would inch close enough to catch a glimpse of him. When Soundwave's helm showed signs of moving, the femme quickly averted her optics elsewhere.

"So, how's a femme like you get caught in the pits?" the medic asked casually. The wonderful silence was ruined by the gossiping medic. The femme's optics hesitantly turned to him as she took a deep vent. She took a moment before answering. The medic raised an optic-ridge, encouraging her to answer.

"I was running," she stated.

"From who?" the medic asked, becoming intrigued by the information he was receiving. No doubt the gossip would spread soon. Soundwave carefully listened for the femme's response.

"From bots who were trying to kill me," the bot replied.

"And who would that be?" the medic asked.

"My carrier and sire," the femme responded. The medic began wiping the energon from her claws to check for any wounds on her servos. The medic raised an optic-ridge.

"Oh really? And why would they be trying to do that?" the medic chuckled. The femme seemed to take offense as her optics narrowed.

"I hated my caste," she said. The femme slightly winced as her servos were being repaired. The medic went towards her neck-cables and began reassembling loose parts.

"Oh? You hated your caste? That's a new one. Pray tell, why? What's so bad about living with high-grade energon, and plenty of currency to spend? Too good for you?" the medic asked.

The medic obviously assumed that the femme was from a higher caste. Soundwave could see why. Many high caste members had blue, or sometimes green optics. As he suspected before, the femme's armor seemed a bit too shiny.

She didn't respond, rather glanced at Soundwave before looking down at her pedes. The medic didn't push any further as he fixed her major dents. Soundwave simply stared at her. He found that he didn't really care much about the femme, but at the very least... he was slightly intrigued.

"Refuel with whatever energon they give to you. Nothing major, but I suggest you recharge well before training." the medic prescribed. The femme nodded. Soundwave looked straight at her and began to walk.

"Soundwave!" the medic called. Soundwave halted and slightly turned his helm towards the mech. The medic smirked and tossed him a red-colored cylinder. Soundwave caught it with ease and stared at the liquid in his servos. "Thought you'd like to do the honors," the medic stated.

Soundwave ignored the medic's comment and exited. The femme stumbled on her pedes before rushing to follow him. She gave the medic a few last glances, only to be met with a leering stare.

They walked in silence. The femme's optics fixed themselves on Soundwave's back. He could easily feel her gaze.

"S-soundwave..?" the femme asked. Soundwave didn't respond as they continued walking. He remained impassive, not even tilting his helm to humor the femme.

She had said his name directly and there was something about it he didn't like. As far as he knew, he could still extinguish her spark in the next klik. "Where a-are we going?" she asked.

The tall mech didn't reply. He merely continued to walk, refusing to show any signs that he had heard her. The femme seemed to be irked by this.

As soon as Soundwave sensed a metal object near him, he turned around and used his sharp servos to grasp whatever the disturbance was. He realized that he was gripping the femmes wrist.

Judging by the way her optics greatly widened, the femme seemed astonished. Her mouth was agape and it seemed that she couldn't find anything to say. Fear adorned her once more. Soundwave realized that she was attempting to make some kind of contact with him... and he would have none of it.

If he wasn't sparring, or in an arena, nobody would touch Soundwave. It was a simple rule every mech there learned to follow. Yet here he was, glaring at the femme for breaking that rule.

The femme seemed to feel it. Her spark thumped violently in her chassis, and Soundwave was able to hear it from his position. After a few more moments, when it seemed like his grip was getting tighter, he let go of her wrist. The femme gulped and quickly ran behind him, catching up. She used her servo to rub her wrist.

The newcomer soon realized that talking or trying to make contact with Soundwave was futile.

Again, he could feel her optics rest on him. A deep silence filled the passageways.

They reached the inscribing areas after an eternity. Soundwave was quick to start typing. He turned his helm in the femme's direction.

He stared at her and pointed to the inscribers. She stood there, wide optics staring at him with a mix of fear and confusion. He realized that the femme wasn't understanding to come closer.

Soundwave turned his frame towards the femme. She flinched back, but he didn't stop. He continued to walk towards her, his frame beginning to loom over her tense one. His helm was turned at her, and a long finger pointed towards the inscribers. The femme's green optics widened in realization. She tore her gaze away from him.

The femme slipped from in front of Soundwave to the area behind him. He watched as she typed, her claws skillfully moving, the sound of clicks filling Soundwave's audios. Her sharp digits danced across the inscriber, similarly like his.

He slowly walked over, his visor tilting, ever so slightly, to watch what she typed.

There wasn't much to type. It would be simple for her. She was a newcomer, probably with little experience in combat. The only thing Soundwave did not expect was her designation.

Her designation was Darkstrike. He assumed it had something to do with her dark paint.

As the femme finished typing, Soundwave quietly approached her, the red cylinder in his servos glowing. Just as the femme was turning around, he had roughly dug the sharp point of the cylinder into the back of her neck cables.

The femme hissed out in pain. Soundwave stood emotionless at the femme's display. He wasn't bothered. He knew this was going to be done sooner or later, so he might as well get it done now. He considered himself being generous towards the sorry femme. If she had anticipated his actions, he was sure that she would have felt more pain.

The red cylinder quickly emptied in her. Once he saw that it was fully empty, Soundwave removed the cylinder, disregarding the femme's groan. The cylinder dropped to the floor, making a slight clank.

Soundwave observed the femme's closed optics. They were clenched shut. When they slowly opened, they blinked a couple times. He looked straight at them. They were no longer the green hue as they had been before, rather a crimson red, just like the other Gladiators.

Gladiators' optics were always red. This was to show other castes that they were fighters. Their bright color of optics distinguished the Gladiators from other castes. Now that the femme was inscribed as a competitor, anybot that came to the pits would be able to bet on her. Not that they would.

"W-what was that..?" the femme asked, looking at her servos and arms, testing if they were functional. Soundwave didn't reply. He had his visor turned towards her, a sign that he was definitely watching her.

He looked into her optics. He was able to read the distressed femme perfectly. Her emotions were laid out in from of him like an open data-pad. He could see her hidden rage, her fear, her slight interest... and there it was. The tiny fraction of innocence still laid in the femme's optics.

It irked Soundwave immensely to see that tiny part of innocence. The femme didn't deserve to live. Once again, it made him want to wrap a servo around her neck and offline her himself. Innocence only served to be terminated.

He realized that his visor had gotten significantly closer to the femme's faceplates. He stared at her in a very threatening manner. His visor had gotten close enough that Darkstrike was able to see her reflection. She gasped.

"My optics...! They're... they're red!" she exclaimed. Soundwave made no comment. He simply backed up and began walking. He glanced at her and saw her posture slump, and her optics rest on the ground.

She muttered soft things to herself while her servos rubbed her arms in a comforting manner. Soundwave turned away, not wanting to watch the pitiful sight. While the femme had yet to shed tears, Soundwave was in no mood to listen what the femme wept about.

After that, he had left the femme to herself in her chambers. The femme had wordlessly entered her new room, but Soundwave was able to catch the slight gesture of her optics narrowing directly at him. She was studying him, This femme didn't even have the right to glance at him, much less glare.

The next time he encountered her, he would make sure to quickly rectify that. He would teach the femme that she could not do as she pleased. She was in the Gladiator pits now, playing by the rules of a lower caste.

Now in the present, Soundwave had berated himself for letting her consume his thoughts. He would leave her into her own pit and let her learn. Darkstrike... would be a waste of time; she was simply a femme, unworthy of his time.

That's how it remain. Newcomers usually didn't matter to him. Many of them failed in their first fight, and he was sure that the same would happen with the femme. If she managed to last through training and her first fight, then Soundwave would have to think twice before underestimating her. Although, to him, it was unwise to think the femme would be capable of much.

So, he would watch. And he would observe. Soundwave would see how long she could survive.

Chapter 1! This won't be many chapters if I continue to write at this pace.

As for the optic changing, just a quick idea. I wanted the femme to come from a higher caste, yet still eventually have red optics for later on. Just something I want for future references.

That is what I have so far, but I can't wait to write some more! Please give me your thoughts.