Disclaimer: I do not own Transformer Prime nor Soundwave, I only own the idea of this one shot.

I've added Ravage, Rumble, Frenzy and Ratbat. I've kinda given them my own personalities, since I'm unfamiliar with them. Ratbat is also a femme.

o-o-o-o-o

Megatron continued to pace back and forth along the front deck of the control room, many thoughts racing across his processer, many possible schemes to rid the universe of Optimus Prime and his fellow Autobots.

Once Megatron reached the ship's controls, he stopped, turning around to pace towards communications once again, but instead, he let his optics linger on the bot that stood at the station.

His loyal Communications and Surveillance Lieutenant: Soundwave.

Megatron, although the bot's back to him, was sure that the slender Cybertronian was fully aware of the Decepticons leader's optics on her back.

That's right, her back.

Although many thought Soundwave to be a mech, both Autobots and Decepticons alike, the silent Cybertronian was actually a femme. However, Megatron could easily see why that was. Her frame wasn't like Arachnid's or the Autobot's femme Arcee.

Soundwave's entire frame was neutral in appearance—there was no significant points that might have been seen as feminine, which was why most believed her to a mech.

Soundwave's entire frame was slim and slender for a Cybertronian, Megatron had never seen another as unique as her; her unguligrade legs, thin distinctive arms and pencil-thin digits that were directly connected to her arms without a palm between them. Her chassis was the bulkiest part, yet like everything else about her was just as slender and smooth. Her body, in a way, looked almost like the hourglass object the humans used, however, her shoulders her were wider than her pelvis to allow her thin arms to connect and hang beside her.

Her legs were slimline, covered in armour yet compact, continuing with her slim appearance. The front of her helm was crown-like, two smaller inner ones and a pair of long outer ones, her face was covered with a full faced visor and two neck guards that were attached either side of her face that protected her neck.

Her armour was a stone blue colour with purple bioluminescence lights on her protoform and parts of her armour. Upon her chassis sat one of her faithful companions: Lazerbeak.

The only way one could identify her as femme would be her vocal processor, but she never used it.

(Megatron briefly pondered on where her other Mini-Cons were but pushed that aside, deeming it unimportant.)

Soundwave made the slightest of movements, had someone not been looking at her, they would have missed it. She'd twisted her shoulders faintly, her head just enough to glance behind her. The Cybertronian femme, Megatron knew, had her optics on him, acknowledging his own optics that were on her.

He'd only been able to glance upon her face five since he had first met her in the pits of Kaon, while he still went by the name Megatronus. He remembered watching in awe as she'd take on mechs that were twice her size. The first match he'd seen her in had been against a mech—unknowing she'd been a femme until later on—and it was clear that she been easily superior to him.

He'd been stunned still with awe because her frame and build wouldn't suggest her skills—she looked like one of those upper-class bots that looked down on bots like them.

He had been eager to meet her after that, but somehow, she managed to vanish before he ever had the chance to get close to her—he later learnt she had the capability to create bridges, which wasn't the most usual thing to have for someone of their class.

(But then again, he learned, she wasn't—his original assumption she'd of the high class wasn't wrong.)

On top of that, it had been a long time since Soundwave had spoken to anyone par her family after the murder of her spark-mate, Harmonious.

She was a femme of very few words even before that.

In fact, Megatron had only heard her speak a handful of times since the war began, and it was only when she did not have the right audio file, or the person was to moronic and didn't understand what she was showing them. They didn't even realise she'd spoke either.

Megatron turned back to the large front window and Soundwave turning back to her computer, tapping away every now and then.

o-o-o-o-o

Megatron knew that Soundwave stayed up late. He'd found that she'd rather work then recharge—he had no problem with that—but he wasn't going to deny that he would worry about the femme, old habits die hard as they say.

As he walked the long quiet halls of the Nemesis, Megatron found himself heading back to the control room. The door hissed open and he stepped in, giving him a full view of Soundwave that was still stood at the computer. Only Soundwave and a few Vehicons that were working the night shift.

He stepped out of the door frame and towards Soundwave. "You should recharge more, Soundwave."

Said femme paused her work and turned towards her leader.

Soundwave let out a few squeals familiar to that of a pin being placed on a vinyl disk before her visor lit up. "~Soundwave, watch for any transmissions tha—~" Megatron's voice was cut off and the visor dimmed down once more.

Megatron's optic ridge twitched as his stare became a firm glare. "Recharge and that's an order." the mech was sure Soundwave did not wish to follow but he knew she would follow his orders. She always had.

"..."

Without anything else said, the thin slender femme turned and started her trek back to her room.

As Soundwave made her walk towards an off-limit elevator, she came across Starscream. Who she promptly ignored and stepped into the lift, Starscream watching curiously as the door closed with a hiss and clamp.

o-o-o-o-o

Lazerbeak chirped as he disconnected from Soundwave's chassis, perching on the desk to glance out the large window that spanned the entire wall length. Soundwave's room was located at the top of the ship—hidden away from prying eyes, and large enough to house the entirety of Soundwave's little unit.

The left corner of her dermas twitched upwards as she watched Frenzy and Rumble play fight, accidentally getting a little too close to the edge of her berth and falling off. Both yelped at the incident. An annoyed sounding huff from Ravage drew her attention from the brothers to the cyber-panther and Ratbat who chirped out a playful laugh as she watched her brothers.

Ravage turned his gaze to Soundwave. "You've returned early."

Soundwave nodded, replaying Megatron's order. "~Recharge and that's an order~."

The panther hummed, his gaze returning to Ratbat, who had grown tired of her brothers' antics and flew to Soundwave. The visored femme, holding her servos out for the cyber-bat to land on, gently ran her thumb over Ratbat's helm. She received a gently purr in return, making her smile beneath her mask.

Soundwave turned towards her two mechs that had finally stopped fighting, she asked: "Rumble, Frenzy: Behaving enough as to not annoy Ravage to much?"

The twins sheepishly looked to one enough before nodding, Rumble spoke first. "We're just getting bored bein' held up here, Ma."

Frenzy rapidly nodded in agreement. "We're past the point of finding ourselves annoying!"

Soundwave tilts her helm, making sure to clear sometime tomorrow to take her little family out to let them explore and stretch their limbs properly.

"Soundwave: Take unit out tomorrow."

She received cheers from her two mechlings and a cheerful chirp from Ratbat, who had taken to snuggling into Soundwave's chassis.

With her spare servo, Soundwave reached up and removed her visor, putting into her subspace. Ravage and Lazerbeak responded with approving sounds making the femme smile lovingly at them.

Soundwave twitched as she was notified that the elevator to her room was in use by someone other than herself. Doing a quick scan, it revealed Lord Megatron. She pondered on quickly attaching her mask but found herself wanting to humour the mech that was coming to visit her.

She was aware that Megatron wished to be able to glance upon her faceplate, she didn't even need to use her telepathic abilities to know. She snickered mentally, and she felt the amusement of her unit through their bonds at her thoughts.

Soundwave turned to face the door head on and she waited.

The door opened with a hiss to show her Master, Megatron.

The mech paused, not even stepping out as a surprised look immediately formed on his faceplate. After all, this was the first time in vorns that he'd the chance to come face-to-face with her.

"Soundwave." He greeted, the silent femme nodding back as her greeting and she continued to gently stroke purring Ratbat's helm. "I came to check that you had followed my orders." there was an amused look in Megatron's eyes. It was an unusual side of Megatron, but Soundwave had seen it before; when he'd been younger.

Megaton continued talking and Lazerbeak grumbled and moved his position to beside Ravage, who was half-heartily watching the scene, just wanting to have their Leader leave so that his family could get some recharge. The twins lowly talked to one another before making their way to their own shared berth.

"—There has been something on my processor as of late." Megatron started.

Soundwave tilted her helm, her maya blue and amethyst purple mixed gaze felt like it stared into his very spark. Her optics were perhaps one of the most beautiful things about her.

"You do not like recharging? I am correct, yes?" Megatron raised an optic ridge as he asked. Soundwave's body seemed to tense before easing up as she felt the reassurance from her family, slowly the femme nodded.

Megatron nodded back. "Thank you for answering, I shall take my leave now." Megatron was always civil around Soundwave after all, not only because she work for him, but because he saw her as a friend. Though he would not admit that, after all having friends would making himself and the Autobots alike.

The Decepticon Leader turned and started his trek towards the door only to freeze at the sound that followed.

"Soundwave: suffers from recharge terrors. I always relive the day I lost Harmonious." Megatron spun around to face his loyal Communications and Surveillance Lieutenant.

The silent deadly warrior had spoken to him! Finally, after all this time; had he known he could have heard her speak by asking this question, Megatron would have done this a long time ago.

It had been a long time ago that she had last publicly spoken a word—at least to him, and he was glad her way of speaking hadn't changed a bit.

She'd always spoken in that odd way—he could count on his digits the amount of times she'd dropped it. Her voice was monotonous and robotic as she talked like a computer program.

He never understood why she spoke the way she did—he didn't pry into her history because she'd always been secretive about it. He'd never met her carrier and creator either, he'd believed her to have been an orphan that got caught up in the Pits but he'd been proven wrong when she'd invited him to her unit after knowing her for a stellar-cycle.

Megatron quickly calmed his startled expression, ignoring as the twin mechs snickered at him.

Soundwave expressed her amusement with her family as they did with her as well, yet her exterior expression did not change, she had long since mastered that.

They watched as Megatron closed his optics and sighed. "I understand, although I have known you a long time, there are still things that I do not know about you, Soundwave. I wish you luck with your recharge." with that Megaton turned and head out of the room.

Once the door closed, Soundwave vented gently. "Perhaps one day within the future Primus may have mercy on me but with all that I have done for you Lord Megatron, I doubt that it will happen."

Soundwave's words were unheard by Megatron as he descended within the elevator.

Her family, over their bonds, flooded their mother figure with love and reassurance.

o-o-o-o-o

Unguligrade – legs like a cow, goat etc. If you search it, you'll get a better understanding.

Vorn – 83 years

Stellar-cycle – ~7.5 months (Cybertonian year)