Author's Note: This was because of a request from CMDOBlitzen. They offered some ideas and breathed new life into the plot bunny. Major Thanks!

That was not the end of it. Just because an embarrassing moment with Breakdown confronting Soundwave had happened did not mean Knock Out would just drop the subject. After a few months of careful consideration and planning, Knock Out was ready to take action. Or, subtle action. But, to be honest, there was no being subtle when trying to catch a spy master in a compromising situation. But Knock Out was determined. He would not rest until his suspicions were confirmed, even if it meant ripping that mask off of Soundwave himself. To be honest yet again, such an act would most likely get him killed. But if he was to die gazing upon the gorgeous face of a femme, at least he thought Soundwave might look pretty, then it would be worth it.

"So you're going to examine his helm?" Breakdown asked with a raised optic ridge.

"Our processors are programmed differently," Knock Out explained as he got the equipment ready. "A mech and a femme think differently and if I can get a scan on Soundwave's processor, it would provide me with all the answers I need."

Breakdown snorted. "And how are you going to scan his processor without looking suspicious?"

"Standard medical procedure," Knock Out said simply. "No one can argue with that." The doors to the med bay slid open suddenly, revealing the tall form of Soundwave as the masked Cybertronian strode into the room. Breakdown took a step back as the Cybertronian passed him by. Though Soundwave did not speak, Breakdown was instantly reminded of the incident of when he had marched right up to the masked mech and asked if he was a femme. Though he had not been entirely serious about it, Breakdown could not help but wonder if it were true.

He inwardly groaned. Primus, he was starting to sound like Knock Out.

"So we will try to be as swift as possible," Knock Out said cheerfully as Soundwave was settled down on the med table. "Just standard medical procedure." When Soundwave said nothing, Knock Out sent Breakdown a smug smile. "Right, well, let's get started."

"Shouldn't you check his vitals first?" a sudden voice asked. Breakdown turned to see Starscream standing in the doorway, a smug smirk on his face.

Knock Out scowled. "Well, starting with the helm would be-"

"Entirely out of protocol," Starscream interrupted. "You of all medics should know that."

Knock Out's scowl deepened. "And what are you doing here?"

Starscream just smiled. "I am here for my medical checkup."

Knock Out narrowed his optics but he reluctantly did as the seeker suggested. Though he rushed through that whole procedure as it was not the most important part of the check-up in his mind.

"There," Knock Out said. "Everything is normal and all that. Now for the processor."

"What of Laserbeak?" Starscream asked. Breakdown sighed, leaning against the wall and watching the drama unfold. Knock Out sputtered. "Laserbeak? What does he have to do with this?"

"His connection to Soundwave," Starscream said simply. "Shouldn't you check to make sure nothing is wrong with the tiny minicon?"

Knock Out frowned. "Well, Laserbeak is hardly-"

"Important?" Starscream asked with a raised optic brow. "Are you saying that Laserbeak is hardly important and does not need to have a thorough check-up?"

That got a reaction from Soundwave, who slowly raised their helm to stare at the red Decepticon. Knock Out froze, feeling the glare behind that mask. He huffed. "Fine," he said, glaring at Starscream. "And it's not that Laserbeak is not important. I just overlooked his presence." He paused at what he had said, cringing. "That came out wrong," he said hurriedly as Soundwave continued to stare at him. "What I mean to say is...Laserbeak is so undetected that it is hard to know if he is doing anything useful."

"Oh Primus," Breakdown muttered.

"Laserbeak is an interesting specimen and should be examined more often," Knock Out rambled. He clamped his mouth shut, ducking his helm as he went about his work, shoulders tense as he wondered what pain Soundwave would inflict upon him. The med bay fell silent and much to Knock Out's annoyance, Starscream decided to stick around and observe. The amused look never left the seeker's face as he watched Knock Out complete the check-up. "There!" Knock Out said with relief. "Now, I am going to check your processor-"

"Surely there is something else more important that must be-" Starscream started.

Faster than anyone thought possible, Knock Out was right in front of the seeker, scowling. "Say one more word that will delay my work, and I will be examining your helm with my buzzsaw!" He then turned on his heel, storming right back to the med bay table. "Sit down!" he ordered, shoving Soundwave back in the seat. "We are completing this operation!"

"Bit of a mad doctor going on here, isn't it?" Breakdown muttered to Starscream. The seeker could only step backward, ready to make a hasty retreat. Turning sharply, he was about to make a run for it when he ran smack into someone. "Watch where you're going," Megatron growled as he shoved past Starscream. "Soundwave," he boomed. "Your procedure will have to wait. You are needed on the bridge."

Knock Out could only stare as his opportunity walked right out of the med bay, a shocked look on his face. "But, wait…" he meekly called out, reaching for his retreating patient.

Starscream chuckled as he left the room. "Better luck next time, doctor."

Oh yes, better luck next time. He was sure of it.

No femme could resist sweetened energon. It was impossible. Gathering them all had taken hard work and patience, but it would surely pay off in the end. Though Knock Out had to admit that he was tempted to sneak a few treats himself.

And that is when he realized the flaw in his plan. Of course, he had not been counting on Megatron snatching all the treats, snapping that such fuels should not be wasted on useless things.

Knock Out huffed. "He's probably gorging himself on the treats even as we speak," he muttered. Scratch that plan. It was doomed to fail anyway.

Knock Out was fully confident that despite his setbacks, that this was bound to get a reaction.

That, and what he had in store was going to be fun.

He stood by on the bridge, casually observing everyone around him. Breakdown shot him a confused glance to which Knock Out just flashed his friend a smile. He had failed to include Breakdown in on the plan as he saw no reason to do so. Better to see Breakdown's reaction after all. At that moment, Soundwave entered the room, silent and foreboding as ever. Knock Out took that as his cue, quickly flipping on a switch near the computer.

A light shone down on Soundwave along with a loud blare of music, catching everyone's attention.

"Let's go girls. Come On!

Best thing about being a Woman

Is the prerogative to have a little fun!

Oh, oh, oh! Go totally crazy!

Forget I'm a Lady!"

Knock Out's smirk of satisfaction quickly turned to one of horror as Soundwave was suddenly charging at him, flinging the medic way across the other side of the room. He slammed into the wall with a pained grunt, the music still blaring loud and clear. Soundwave strode forward, servos curled into fists. Knock Out could only cower in the corner he had been thrown into.

"Knock Out!" Megatron bellowed. "Stop this nonsense! Starscream, wipe that smirk off your face and Soundwave, please keep the violence down to a minimum. Everyone else, get to work!"

"Man, I feel like a Woman!"

Megatron's blaster shot to the computer quickly silenced Shania Twain's music.

"The best way to get someone to loosen up is to spike their drink," Knock Out said with a firm nod. It was a wonder that he was still standing after all that he had tried to do to get Soundwave to slip up. But desperate times called for desperate measures.

"Hello Soundwave," Knock Out said as he smoothly sidled up next to the masked Cybertronian. "You're looking a bit tense. How about a cup of warm energon?" He held up the warm drink to Soundwave in what he hoped looked like an innocent smile.

Before Soundwave could even consider taking the drink, it was smacked out of Knock Out's servo and sent splattering on the wall. Both Cybertronians could only stare at the spilled drink as Megatron stormed by. "No drinking beverages on the job!" the warlord ordered.

After all that fuss, Knock Out decided to go with a much simpler plan. After all, no one would suspect it, and he was really in desperate need of some help. Besides, after all his failed attempts, it caused him to rethink his actions. That was where Breakdown came in.

"You know, you must be a really good friend of mine if I am willing to do this for you," Breakdown muttered as he snuck into the empty berth room. "What exactly am I looking for?"

"Anything that looks like it belongs to a femme," came Knock Out's response through the comm link.

Breakdown looked around the almost empty room with a frown. "Right. Well, I'm not a femme so how should I know what a femme's room is supposed to have?"

"If it looks like you wouldn't own it, then it's a femmes!" Knock Out hissed. "Now do your job while I do mine."

Breakdown sighed. "Right, keep Soundwave busy while I snoop around in his room-I mean, her room."

Meanwhile, Knock Out was standing in the hallway as he casually kept an optic out on Soundwave. It was late and most Decepticons were recharging or working late shifts. While Knock Out and Breakdown would have seized any opportunity presented to them, they never found the right moment when Soundwave was busy and they were free from their duties.

Until now.

Knock Out stiffened up when Soundwave shut down the computer he was working on. The masked Cybertronian turned around, heading down the hallway and most certainly to the berth room for a powerdown. "Soundwave!" Knock Out exclaimed, stepping forward and smoothly blocking Soundwave's path. "I feel as if I should owe you an explanation to my...past actions."

Soundwave's helm tilted, the faceless visor observing the red mech. "I must confess that it is so hard to find someone to confide in," Knock Out went on. "This war...it has taken a toll on many of us and you are no exception. I have grown concerned for your health as you are...uh...the very reason we are all still alive."

Oh, he was sure Soundwave was raising an optic ridge at this moment. But anything to keep the Cybertronian busy and from finding Breakdown.

Back in the berth room, Breakdown was on his knees as he tried to look under the berth. He could have sworn he saw something under there. But he was too large to go under and get whatever that object was. Soundwave's room held no valuable trinkets or anything that would point to the masked Cybertronian as being a femme. Knock Out would not be pleased with such an explanation. "What are you doing here?" a sudden voice demanded and Breakdown's spark practically leapt out of his chassis as he spun to face the speaker. It took him a moment to realize that the speaker was only Starscream.

"Starscream," he said, yanking the seeker into the room. "Quick, stick your skinny little figure under the bed and grab whatever is under there." Before Starscream could even protest, Breakdown had shoved him under the bed, ignoring the enraged yelp.

A puff of pink powder suddenly spilled out from under the bed as Starscream started hacking and coughing, the berth getting shoved around as he tried to escape. He scrambled around, trying to escape the sticky powder that got into his optics and inside his armor. Oh how he was going to kill that mech! "Breakdown!" he growled, emerging from under the bed, only to be yanked forward and dragged out of the room.

"Faceless chick is on the move," Breakdown said as he dashed down the halls. Starscream ceased his struggling for a moment. "Faceless chick?"

"Soundwave's code name," he explained. "Knock Out's idea."

"Enough!" Starscream growled, yanking his arm out of Breakdown's hold. "This is beyond-!"

"Oh thank Primus you got out!" Knock Out exclaimed as he rushed forward suddenly. "I was worried for a moment and…" He trailed off as he took in Starscream's appearance. "What is that?" he demanded, gesturing to the sticky pink substance that was all over Starscream's face and chest.

Breakdown looked at the pink stuff that covered his servos as well with a frown. "I think it's...facial paint."

Starscream huffed as he tried and failed to rub the substance off. "Why would Soundwave have pink face paint?"

Knock Out's optics widened in joy. "That was in Soundwave's room? Oh yes! This is proof that-"

"I need a bath," Starscream snapped, pushing past the two mechs. "I do not have time to deal with all of this." He frowned when Knock Out followed after him excitedly with Breakdown chasing after them. The red Decepticons excitement was nearly overwhelming as he rambled on about his 'proof.' "Just because Soundwave has pink paint does not make him a femme," Starscream grumbled as he stalked into the washrooms. "It just makes him weird." Primus, this stuff was starting to itch. How could femmes stand to wear this stuff?

"Yes it does!" Knock Out exclaimed happily, prancing around. As it was late at night, they were the only three beings in the washrooms, which Starscream was grateful for. He did not need anyone to see him in such a state. He froze suddenly when he heard the distinct sound water running. He slowly turned to stare at Knock Out and Breakdown who had also gone still. The sounds of pede steps coming forward caused Breakdown to shove Starscream and Knock Out into the nearest stall. Starscream let out a yelp but was quickly silenced by Knock Out's servo on his mouth.

They all watched through the privacy curtains as a familiar shadow passed by and went into another stall. The heavy pede steps seemed to be the only sound in the rooms aside from the sudden running water. "It's Soundwave," Knock Out hissed.

"No kidding," Starscream grumbled.

"Wonder what Soundwave's doing," he said, his voice quiet.

"Why don't you look?" Starscream snapped.

Knock Out turned to give Starscream a sly look. "Oh Starscream, you pervert."

Starscream's optics widened. "What? No!" To his horror, he saw Breakdown rise from his position in the stall, ready to peek over the edge. "You can't do that!" Starscream said, yanking the blue Decepticon back down. "That is wrong on so many levels. We may be evil but we still have moral codes!"

"Well, if Soundwave is a mech like you said, then it's no big deal if we take a quick look," Knock Out said simply.

"And if Soundwave is a femme, then what you are about to do is wrong," Starscream snapped. "I believe humans call that being a peeping tom!"

Soundwave paused from removing her visor and helmet when she heard the voices coming from the next stall. After coming across Knock Out in the halls, she had decided to head straight for the washracks before getting a quick recharge. She liked to wash late at night, as she was guaranteed some privacy.

Well, mostly. At this moment, she could tell she was not alone.

She stepped out of the stall, leaving the water running for a moment. She glared at the stall, clearly seeing the shadows of several beings huddled up inside. Either that, or it was one large mech and the only large mech on the warship was Megatron. But Soundwave knew for a fact that Megatron had retired for the night.

Her hearing picked up the sounds of someone else entering the stalls. Turning, she saw Airachnid enter the washracks, the spider bot giving Soundwave a glare. Soundwave just watched as the other femme entered the stall Soundwave had previously occupied. She glanced back to the other stall where the other Cybertronians were hiding in. She shrugged, heading to the farthest part of the room and choosing the most secluded stall, waiting to see what would unfold.

Lazerbeak gave a small protest at the sudden delay in his little bath time. Soundwave placed a soothing servo on her minicon. Primus, she might have to sing to calm him down if he continued to whine.

Starscream scrambled up, trying to get Knock Out off his lap. The stall was not meant for three Cybertronians and was therefore very cramped for them. His back scraped up against something, causing him to hiss in discomfort. He reached out wildly for something to grab so as not to fall. His servos found Knock Out's face, causing the medic to let out a stifled yelp.

Water suddenly sprayed everywhere, causing Starscream to sputter in surprise and shock. It only took him a moment to realize that the thing his back had been rubbing against had been the handle for the water. Pink liquid sprayed everywhere as the pink powder that had covered Starscream now came off with the contact of the water.

Airachnid gave a start when she heard loud banging and sputtering coming from the stall right next to hers. She stepped back when she noticed something wet and pink trailing on the ground.

She came to two conclusions. One: there were several mechs inside right next to her stall. And two: it was no coincidence.

Now, there might have been a good explanation as to why there were several mechs in the stall next to hers. But at the moment, she was very ticked off with how her day was going and on top of that, her shower had been interrupted!

"Just take a quick peek and tell me what you see," she heard a voice grunt out.

"You disgust me, you pervert," another voice growled.

That did it. She let out an angry shriek, tearing out of her stall with murder on her mind. She blinked the water out of her optics just in time to see three figures dash out of the washrooms. "You peeping toms!" she screamed, chasing after them. Soundwave just watched from the shadows, a satisfied smile on her hidden face. Now she could take a quick wash since the washrooms were cleared out, and calm an annoyed Laserbeak down with a quick song.

"You're leaving a trail!" Knock Out yelled as the three mechs ran down the halls. They could hear Airachnid chasing after them, the sounds of her infuriated screams urging them on. Starscream glanced back at the pink, wet trail he was leaving behind him. The pink powder had not washed off completely, but there was enough that was leaking off to leave a trail for Airachnid to follow. "This way," Breakdown ordered, grabbing Starscream and forcing him down a different hallway. Starscream's optics widened when he realized where they were going. "Why would we go back to the washracks?" he demanded.

"It's the last place she would go to look," Breakdown snapped.

"Oh yes," Starscream growled. "Who would be stupid enough to go back to where all this started?" But he stayed silent as he picked up his pace, eager to avoid the spider bot.

A few quick turns later had the three Decepticons back where they had started; crammed in a nearby stall, this time with the water off. Starscream huffed as he shoved Knock Out away. "I need to clean myself of this gunk," he grumbled.

"Hush," Knock Out said suddenly. "Do you hear that?"

Starscream was about to make some snippy retort when he stopped, hearing the sound of a voice. But not just a voice, a singing voice.

"Let it Go! Let it Go!

I'm one with the wind and sky!

Let it Go! Let it Go!

You'll never see me cry!"

Breakdown and Starscream both wore expressions of shock as they listened to the voice while Knock Out just had a huge smile on his face. "It's Soundwave!" he exclaimed.

"H-how?" Starscream stuttered. But it made sense in a way. Soundwave had been in the washrooms when Airachnid had chased them out and there was no way that the only known female, Airachnid, was back in the washrooms just to sing!

The voice ceased singing, allowing Starscream to gather his thoughts for just a moment. But then all thoughts were shattered when the voice started up once more; the lyrics suddenly moved the listeners to where their sparks stilled in wonder.

It was a song sung in the Cybertronian language. A song they had not heard since the twilight hours of Cybertron. The melody was sad, yet powerful and carried meaning and memories behind the words. Breakdown placed a servo over his spark chamber as the song in their native tongue filled him.

Memories flooded through with that voice, memories of a different life and a different world. So moved by the words, Starscream could not help but jump in and sing along, remembering his time amongst his brothers and soaring in the skies of their home planet.

Sudden silence filled the room with Starscream still singing. It took him only a moment to realize that Soundwave or whoever it was had stopped singing at the sudden disturbance.

"Idiot!" Knock Out hissed, once more running out of the washracks in a panic with Starscream and Breakdown following him. "Not only did you blow our cover, but you interrupted a beautiful singer!"

"Soundwave can sing," was all Starscream could mutter in complete shock.

Megatron sighed as his berth room door slid open. He often wondered if he should just limit his recharge time as everything seemed to go downhill when he was absent. "Soundwave," he said simply. "What brings you here?"

Soundwave let the berth room door shut, leaving the two of them alone before removing the visor and helmet that covered their face. "This is getting complicated," she said, her red optics narrowed, the only sign that she was annoyed.

Megatron raised an optic ridge. "Oh?"

"There has been an...incident," she clarified. Now Megatron was alert. It was not like Soundwave to provide such limited information. Not when it came to her reports that went straight to the warlord himself. "Does this have anything to do with Airachnid's screeching?"

"Of a sort."

Megatron sighed. Even without the mask on, Soundwave still maintained her straightforward wording. "Very well. I assume you have more to discuss."

"I am questioning on the wisdom of hiding my true identity."

Megatron scowled. "And what would lead you to that conclusion?"

"There are some very observant Decepticons. I am led to believe that such a secret has become more of a hinderance as of late."

Oh, Megatron could think up a number of compelling arguments on the reason for keeping Soundwave's gender a secret. And by the conflicted look in Soundwave's optics, he could tell that she felt the same.

"It was most likely a voice recording," Starscream argued.

Knock Out sputtered. "A recording?" he demanded. "You heard it with your own audio receptors! How can you deny this?"

"Because I refuse to believe this stupid theory of yours," the seeker snapped. "Nothing could convince me otherwise unless I see a femme beneath that mask or Megatron himself confirms it."

Knock Out scoffed. "Megatron? Confirming what could possibly be the biggest secret ever?"

"He did say Soundwave was a mech," Breakdown pointed out.

Knock Out huffed. "No, he said 'our spymaster is the gender Soundwave appears to be.' There was no 'he' or 'him' in any of that wording!"

"Since you are still hung up on this and your wild theories have nearly gotten us killed," Starscream snapped. "Why not ask Lord Megatron right now?"

Knock Out narrowed his optics at the challenge. "What an excellent idea."

Megatron's helm snapped up at the sudden voices outside his berth room. He looked back to see Soundwave putting her helmet and visor back in place, right as the berth room doors slid open. "I can assure you that this will all be cleared up," Starscream snapped to Knock Out and Breakdown as he strode in. "Lord Megatron," he announced. "We demand answers to-" he came to a sudden halt, his optics falling on Soundwave who just adjusting the visor over their face. A sudden look of horror and embarrassment came across his features, a look that matched Knock Out's and Breakdown's. Though Knock Out slowly looked at Megatron slyly.

"What is it?" Megatron demanded. "I am in the middle of something very important!"

"I-I can see that, Lord Megatron," Starscream stuttered, his face one of mortification. "Please forgive me for the intrusion. It will not happen again. I can promise you that!" he declared as he shoved his two companions out the room. "Go back to...doing whatever it was that you were doing!" With that, the three Decepticons were gone, leaving a very confused Megatron and Soundwave.

"See? Huh? What'd I tell you?" Knock Out demanded, recovering from his embarrassment once they were a good distance from Megatron's room. It was obvious to him that they had just interrupted a private moment between the Decepticon leader and a now sorta confirmed female spymaster. "Soundwave is a femme!"

"You do realize that this means Soundwave is already taken?" Breakdown asked, shooting Knock Out a look.

Starscream just moaned, slumping to the ground as his processor nearly overloaded.