Disclaimer: I own no such TF characters and if I did I would not share...uh uh!

The story takes place a couple of days before Megatron and the Decepticons took off after the Ark as it left Cybertron

Chapter One

Soundwave's POV

The raid on the energon stores in the last strong foot hold of the Autobots in Sector 10 had been successful. The region had been cleared of most Autobot strong holds during the battle and those that lived fled to the last region that they held. Most Decepticons that have been at the raid were aboard the ship: Nemesis. Megatron ordered a fraction of us to join him to get the ship prepared due to intelligence that Optimus and his forces have secured the largest transport ship during the raid. It was either save the last big store of energy or lose the ship to our forces.

I think Optimus Prime choose well.

It's no secret that Cybertron's energy was near depleted from all the battles waged on our planet over many vorns. Optimus Prime and his followers plan on searching for new energy sources to help aid their struggle. Something Megatron will not allow under any circumstance.

Everyone aboard the ship were celebrating our victory over the Autobots and most were drinking till their circuits scrambled; leaving them as small piles of junk all over the common halls and recreational areas. I had gone to check on my little ones to make sure they still functioned after I witnessed Rumble and Frenzy spray painting vulgarities on a passed out Destructicon. Unfortunately, the others of his troop saw and drunkenly chased them around the ship's lower levels. Good thing, I forbade the twins to drink so heavily during the celebration or they would be streaks of wires and parts on the floors of the common halls.

I noticed Ravage and Lazerbeak perched on higher ground of the main recreational room, both of them had their recorders on. No doubt to play later at each taped victim's embarrassing inconvience. I sent Ravage a telepathic query on the whereabouts of her two brothers of mayhem.

"Rumble and Frenzy are both in our quarters drinking and laying low. The Destructicons are all passed out in the cargo bay. So they are safe…..oooo…oh oh. Creator, watch out. Seekers have come in and they are making a B-line straight to you!" Ravage said telepathically though she emitted a slight growl at the sight of the three Seekers.

SLAG. That is all I have to say. Ever since those three joined the cause they remained nonentities in my life till they became a permanent accessory to Megatron's band of fighters he likes to keep near. They brought a few others like themselves to our faction so they have become valuable members to our Decepticon ranks.

But like I was expressing: SLAG! For some reason these three have taken to making my small and orderly life miserable with their unwanted attentions. I know what it is they want, I'm a telepath but it would be nice if they didn't fling their lecherous thoughts my way. I feel an icy chill as I am caught in their preverbal tractor-beam. They each flank me on opposite sides blocking all possible escape routes out of the recreational room.

The black and purple colored one speaks: "Say, Soundwave you staying for a few drinks? If so, I got your first few rounds." He smirks narrowing optics to the others.

Then the blue and white speaks: "Of course, you're staying right? There's no work today! Megatron has decided we earned a celebration so it would be good for us to let loose. You included."

I can sense Ravage and Lazerbeak recording this with evil glee. Reminder: erase their memory banks of this incident when they come to me for recharge. Then I feel the two Seekers named Thundercracker and Skywarp take a hold of each of my arms as they smile ever so wickedly at me. I decided to take up my usual stance on all this and remain quiet.

I feel other optics and heads swivel our way. Drunken hazes that seem to be clearing up as the bystanders deem the little show worth watching. Every mech in our faction seem to find me mysterious and irritatingly stoic. So not surprisingly, many find the Seeker Trine attentions towards me a comedic show. Every time our interactions draw a crowd of noisy instigators hoping to see me break.

They are wrong. I find nothing exciting or fascinating about these flyers. Even though a good 80 percent of the soldiers here would give their motherboards for a go-around with them, I have no interest.

The red one slithers up to me already working on his energon drink. He is the leader of the flying troop. His name…Starscream. He walks right up to me sticking his nose right up to my mask.

Starscream huskily whispered, "Soundwave, I thought you were going to hide from us and the party tonight. How nice of you to show. Come join us. The other fliers will be in shortly then the real party can start. You are more than welcome to hang with us all night." He takes his time to look me up and down despite the entire recreational room having saw his greedy assessment of my frame. He saunters off, fingering his two trine mates to follow and to drag me along.

The other two clamped on my arms as they attempted to drag me to a dark corner of the rec room where their leader was headed off to. Probably so they can devour me without witnesses, I mentally screamed at Ravage and Lazerbeak to help me. "Assistance required!" Ravage answered with a mewl sound through the mental link and Lazerbeak just kept recording.

So it was with much relief that Megatron "commed" me at that precise moment…Much to my beast casseticons' lack of joy over the fun interruption.

"Soundwave report to my command room…immediately" , the communicator buzzed loudly.

" Yes: Megatron"

I dislodged a pouting Thundercracker and vehement Skywarp from my appendages and quickly made to an exit. Code: I sprinted out the room! I felt Ravage link me her beastly grin and Lazerbeak ended his recording session.

As I walked towards the command room I already knew what this was about. Megatron had me scan the new Seeker troops for him to ensure they were loyal to our cause and mostly to him. Also, it has been mentioned that Megatron was going to appoint two new officer positions. He wanted two alternate leaders to aid him in the ever growing army of mechs that joined our cause over the last vorn.

I had known to some extent that his plans included me with him. He always kept me near and it was no secret it had something to do with the fact I am a telepath. He saw my potential but he also distrusted me.

As I entered the long hallway to the room, I could sense Megatron's thoughts; slivers of images mixed in a heady fog of emotions. I couldn't sense any one particular train of thought emanating from him. Megatron had never been easy for me to predict or read. I entered the room and immediately threw a mental barrier up because as soon as I entered the room I was almost crushed by the intense images and emotions rolling off our leader. He was brooding about Cybertron, Optimus Prime, battles and our troops. Anger, pride, isolation, and murderous contempt permeated my processors. The door closed and I sensed for a nanosecond the emotion...lust.

It was gone as soon as it came, this he hid with anger and darkly images of his past as a gladiator. Lust was either the desire for another or for a particular outcome. He desired an outcome with this meeting. He continued to stare off into his own thoughts as he remained seated at his command chair. He made no move to acknowledge my entrance to the command room. The computers and stations hummed with idle devices that seem ten times louder than they normal are on any given day. For several hundred astro seconds he remained silent, but I was patient and I did not move from the two steps I had taken inside the door.

Finally he stood still in thought but made no optic contact with me. I took this time to assess his slightly battered condition from today's raid. His armor was cracked in several places from the hand to hand combat he waged with Optimus Prime. His lower lip had bled freely as it trickled down his chin and onto his chest plating. He needed repairs but was too oblivious to the ragged condition he was in as he waged war on thoughts I could not read.

He finally turned and looked at me his optics burned like fire giving his bleeding energon a glow as well. It seemed that his optics would explode with the strength of a super nova. This was the only prelude to a storm of violence that was Megatron. His emotions fired his mental turmoil…anger, pride, lust and purpose. These emotions always best described him and if my mask had been retracted he would have been startled to see me grin wickedly.

I had thought many vorns on his volatile nature and came to a conclusion that he would be difficult to deal with if I was his Second in Command. His outbursts of anger were always focused on the mech closest to him when these bouts surfaced. So I always made sure I could work from afar as communications interceptor. If I were to always be by his side it would be a matter of time when he would lash out at me whether he meant to or not.

I had a plan, one that Megatron would deem prudent, I am sure. He closes in on me and I can sense he needs me to pass a test before any words are exchanged. The sheer size of Megatron would send weak mechs shuffling away from his presence. I welcomed it. He was inches from me and that's when he punched the door operation panel and tore out the wires. Sending a shower of sparks at my pedes, the lighting in the room began to flicker off and on as he stared me down, mere several inches from my frame.

Then Megatron growled, reared back and threw several punches seemingly aimed at my head. The punches landed to the left of my head and cracked the thick metal door I stood in front of. I had not flinched because I could sense he was not ready to maim me…yet.

This was his test. He wanted to see if I feared him and if I would flinch or make any kind of emotional response to his actions. I remained still. The lights in the room went dark and all that illuminated our stand-off was his essence. The fire in his eyes burned brightly as he bore into me searching for a weakness.

Seemed all of the ship melted away and only he and I remained in the void. I wanted to feel and sense his thoughts. I let down my mental barrier, I want to be caught up in his storm. He was intoxicating and I wanted to drink heavily of his emotions. His stare made me shudder internally as my senses were blanketed with all his raw emotions that passed through him.

He wanted me in so many ways that each feeling and image went by so fast I could not grasp a single detail to understand what it was he wanted of me. Then, I sensed it all in clarity as he focused on each thought.

I distrust you, I want you, I hate you, I need you, I want to kill you…I want to touch you. TOUCH YOU…

That last lingering thought sent a wave of electricity thru my body and I was racked with small shudders. I gasped ever so softly…but he noticed. Vector Sigma, he noticed.

He leaned in closer, our faces nearly touching and I could smell the energy he was emitting. His burning optics and presence were so close to me it was like sinking into a large pool of boiling oil. I feel I am being consumed by him. I shudder again.

Then his thoughts turn to crushing me, he was angered by my silence but also intrigued by my visible display of emotion to his proximity. He wants me but distrusts my silent abilities, however he realized my fear was not of him but of what he wanted to do to me. Then his thoughts go back to touching me but this was coupled with anger. Proud as he is, he would never make any move that would jeopardize his position. My silence and stillness was setting his anger to rage. I had to do something.

That is when I decided to make the first move to appease Megatron. I retracted my mask, because I knew it was a visual symbol of my secretiveness. My head had been bowed as I done this. I felt very vulnerable now but it didn't matter.

I felt Megatron's hand quickly snake its way around my neck as he forcibly tilted my head up so he could view me fully. His optics blazed even brighter as he gazed down on my exposed lips.

Then he pressed his large frame to mine and trapped me with the door. His body felt like a furnace on mine. I could not escape if I wanted to; he had me pinned securely to him. That's when my thoughts ran rampant, never had I experienced a loss of mental control. I thought about his lips on mine and I felt myself heat up. My body heaved with shudders as I tried to reel in my rogue thoughts. It was not for me to impose Megatron with my desires. I did my best to control my thought pattern and my body.

I gazed up into his optics as I did my best to extinguish thoughts of him forcing a rough kiss on me. But it was too late, one of the downfalls of being a telepath is that sometimes it can work both ways if I accidently focused too hard on one thought…it's almost like shouting in a quiet room. Megatron did not grin or make a sound that acknowledged my momentary mental projection.

To my dismay, his weight shifted and I felt him lift me as he grasped under my arms with my back still against the door. He pulled me up to his height and returned to pinning me with his massive frame. He leaned in and placed his lips on mine like he was about to devour me. He remained that way and he stared into my visor as he whispered into my mouth….I felt like I was about to explode as he did.

"Soundwave tell me, are those fliers loyal to me like the rest of my army?"

This was it, he distracted me with other things that I almost forgot the plan.

"Yes: Megatron. All are loyal except the one Seeker known as Starscream. He desires power above all else. Problematic: He controls the other fliers. They follow him. Solution: Keep him close."

The corner of his mouth tilts in a lopsided grin. "Hnnn, I know of his intentions." He nips at my lower lip very quickly and grins with his lips on mine again.

My body betrayed me yet again and I felt my servos in the midst of continuing the betrayal. My hands start to reach towards him but I quickly recall the mutinous appendages. I felt my face plates grow hot with the energon that flushed there. I am sure he can see my embarrassment but he makes no sign one way or another.

He purred into my mouth "Now tell me, would you serve me as my Second in Command if I offered it to you?"

I stuttered, something I NEVER had done before, "M..Megatron?"

He actually licked my upper lip and hissed,"Yesssssss?"

I started panting and shaking at this but continued best I could with the line of thought. "Solution: Placing Starscream would make a suitable Second in Command. Reason: To control the other fliers and to make an example of him to those that would challenge your leadership."

His optics blazed with interest to the proposal and he saw no fault in it. "Very well, then you will be my Third in Command…Soundwave." I could feel his mouth heat up as he moaned into my mouth.

That's when I almost fell dead when he grabbed me in a crushing hold to his chest and licked my face starting from my jaw line to the corners of my lips and back again. He then traced his glossa over my lips and to the tip of my nose. I couldn't control myself any longer, my hands wandered to his head as I tasted him, tracing the corners of his mouth and lapping up the dried energon he bled earlier.

He pulled his face away to look at me squarely and to let me know he was in charge of the situation. He chuckled probably because I looked like a starving sparkling pulled away from energon.

He grinned in sadistic glee as he said, "And here I thought you would be difficult to control. Such a loyal soldier, it will be the death of you. I will see to it that it is one day. "Comm" Starscream and tell him to come here"

He dropped me from his embrace and I quickly reapplied my mask. I wanted to hide the disappointment that began to ache throughout. I stiffened my posture and "commed" the red Seeker. When Starscream's slightly drunk response came through Megatron turned and headed back to his command chair. As he sat down and turned to me the fire in his optics blazed just as bright never diminishing in intensity throughout the whole ordeal.

That is when I felt his thoughts shift to "Pain" as his smirked turned into an uncomfortably evil grin full of razor sharp teeth. Pain and pleasure, his thoughts manifested images of Starscream bound and beaten, writhing in pleasure under him. He planned on breaking in the Seeker to his new position as Second in Command.

I quickly reestablished my mental barriers as soon as his thoughts placed me in Starscream's soon to be predicament. Megatron had planned on me taking up his offer but after another outcome happened; his thoughts were immediately closed off to me. He allowed me to see what he was going to do to Starscream and he lamented my choice.

This was the reason I refused to be any closer to our crazed leader. He fascinated me to no end for the sole reason he is the only mech I could never predict accurately. His hurricane of emotions and thoughts made him extremely dangerous to be around much of the time.

As I was about to leave he called out to me. "Soundwave, I want you to have the quarters next to mine in the officer area. With rank comes privileges and I need you close at hand. I insist, go relax and mingle with your subordinates. Times like this should be taken advantage of before we set out to battle again."

I nodded my compliance and forced the damaged doors open leaving Megatron in the dark Command Room. I felt I had escaped some terrible trap, good thing I declined his offer. However, I served the lithe form of the young Seeker to him instead.

I passed Starscream in the halls; I wanted to continue my route back to my Casseticons so I didn't bother to even acknowledge the passing. He hates it when no one pays attention to him so he grabbed a hold of me. He was slightly tipsy and already burning hot with some unquenchable need.

He wrapped his arms around my neck, I felt ever so trapped again. I looked around and thanked Vector Sigma that Ravage and her cohort were not recording this.

"Soundwave, you were gone a long time. After my business with Megatron is done, you will join us for the remainder of the evening, right?" He pouted as he draped himself all over me.

After my less than graceful meeting with Megatron the last thing I wanted was another debacle involving my body. Especially when it involved the Seekers, I felt a pang of self loathing for a split second. His night was just beginning but it was not going to end the way he anticipated.

I know Starscream thinks of Megatron a lot, if it wasn't our leader then it was of me or his Trine mates. Starscream craves power, craves everyone and everything that has it. But then I remembered, better him than me, I rather have Megatron's trust than his boiling rage and lust flung my way.

"Situation: unclear." I spouted in my usual demeanor. I didn't want any part of any events happening tonight.

Starscream ran his hands over my chest plate and glass, making his way to my interface panel. I quickly grabbed the offending hands and gave him one rough shake. To which I still admit, felt very good to do.

"Megatron awaits." I let him go and continued to what I was doing.

I could hear Starscream hiss in disappointment. He wasn't accustomed to being turned away. Maybe that is why those three try so damn hard to interface with me. Mental note: decipher meaning later.

I walk in on my little ones playing recorded video of Rumble and Frenzy painting "I'm with stupid" with an arrow pointed straight at the(passed out) Coneheads face plates from their chest plates. They all four quickly grinned at me in a knowing tone. Lazerbeak then quickly played the part of me running away from three amorously hostile Seekers.

"Predicament: interface toy….Solution: Flee" I said without hesitation. I gathered data pads placing them in subspace storage and then I grabbed the viewer as the little ones were watching a prank performed by Rumble and Skywarp on Hook.

"HEY! Wait what are you doing!" protested Rumble

"Yea, that was the best prank of the night!" added Frenzy

I gathered the energon supplies and our personal effects into subspace as all four watched me, mouths agape.

"Creator, why are you gathering items? Are we moving quarters?" Ravage mentally linked.

"Affirmative, I have been placed Third in Command of Decepticons. Megatron requires us to move into officer quarters." I said as I plucked the video game Rumble and Frenzy brought out to play. Those two never had a long attention span.

"Follow" I said as I walked out the door. I could feel four sets of tiny optics staring in disbelief over the change in rank and quarters.

Ravage's soft padding behind me was the first I heard then I heard Lazerbeak fly from the room onto my shoulder. Finally, I heard the twins scramble to their pedes chasing after us exclaiming it was about time.

As we finished getting familiar with our new quarters, the little ones went back out to cause a little more havoc hoping to catch an unsuspecting drunken Seeker passed out and ripe for the pranking. I don't mind that they indulge in such senseless activates usually Skywarp gets blamed. Even if he got pranked himself, he still gets blamed.

I had been caught up with completing a full systems check on the Nemesis and also going thru surveillance videos placed in various locations outside our borders.

A couple of cycles went by and I heard the rough entrance of Megatron and Starscream as they shuffled into the quarters next to mine. It sounded like Megatron drug him and threw him against the wall that joined our rooms. I shook my head and continued with the video analysis. I should have turned off my audio receptors but I hadn't. A small part of me wanted to hear them as much as it pained me to have thrown Starscream to the mechawolves. Mostly, it pained me because I wanted Megatron's attention to some extent.

I heard Starscream squeal out as the contact with the wall had been painful. I could hear Megatron chuckle as he closed in on his already beaten and weak prey. I could sense that Megatron had wasted no time breaking the Seeker as he unknowingly walked into the command room. He didn't wait for permission; I could hear the Seeker shriek as Megatron did Sigma knows what to him. It had been loud, and it seemed it was for my hearing pleasure. Megatron knew I was here. The little ones left my door open and I had not bothered to close it as I was in the middle of system checks.

I heard continuous pounding on the wall between our rooms. I also heard Starscream moaning, crying out for more and at the same time squealing in pain. I also heard choking sounds as I guessed Megatron was inflicting pain of all types on the little Seeker. I could hear Megatron's vicious pleasure escalate with each pounding on the wall and Starscream crying out.

I tried to continue with my tasks but I found myself stopped dead cold in the middle of a video surveillance upload with the screen flashing pending approval question to me.

I could hear Megatron moan as his excitement was building to a climatic overload. I could barely hear the Seeker over the banging and Megatron. I was quivering in my chair and I could almost feel Megatron on me instead of Starscream. His voice boomed through my room, assaulting my audio receptors.

Then I heard him…I heard him call out my name with his overload. "UUUuuuuuh SOUNDWAVE!"

I dropped my data pad and froze as though the sheer fact my name was called had placed a seizure on all my motor skills. I could hear guttural sounds of him trying to compose himself. He chuckled at the cries and assaults Starscream inflicted as he tried to beat him up.

I could hear Megatron laugh with each feeble blow. Then hushed words were spoken which I didn't zero in on considering my systems were still in reboot from my name being moaned.

I immediately closed the door to my room via systems access before either of them walked by my room. I didn't want their eyes on me as I sat here trying to gather my bodily functions again.

I heard hurried footsteps go by and they seemed to stop at my door. I then jolted at a loud banging on my door and the sounds of Starscream running down the hall way choking on his disgust.

My spark raced as I never felt before. The quiet was deafening after what seemed like half a cycle of brutal interfacing. Then I heard Megatron laugh under his breath and claw the wall between us. I jolted up out of my seat afraid he was going to come through the wall to claim me as well.

After a few seconds there was stillness again, Megatron left his room and out of the officer wing. I could only guess after this he is in the mood to fight or kill or both. I felt sorry for any mech that got in his way.

Then I jolted again and quickly mentally "commed" my Casseticons to return for recharge. "Mission: Avoid Megatron at all costs." I could feel each one mentally project their dismay at the early recharge time but after I inferred Megatron was on the prowl to fight they quickly agreed to take shadowy routes back to me. I slowly sat back down in my chair still physically shaken by the whole event.