The rising sun's rays had begun to illuminate a forested valley. Standing atop a ridge, gazing down into the valley's still-shadowed depths, stood an imposing figure in metallic silver and white. The tall, stately mechanoid stood in silence as the dawn's light tinted his plating with shades of rose and gold. He squinted his optics shut, feeling the sun's warmth on his face, then gave the faintest of smiles as he opened them again. He thought to himself: If I remain on this planet for a million of its years, I will never grow tired of seeing its star rise.

Megatron's expression grew pensive again as he turned his gaze back to the valley. He could see moving figures far beneath, beside the entrance to the Decepticons' secret base, built into the side of the sheer cliff that towered over the valley directly across from him. The Constructicons were finishing the last few details of the base, moving in and out with materials and tools. Off to one side, Scavenger was haranguing a sullen-looking Hook, undoubtedly over something the other had neglected to do. Megatron shook his head at the sight, and prepared to fly down and talk to them, when a new figure entered the scene.

Starscream emerged from the base's entrance. Even from this distance, Megatron could see his friend's eager smile, the way he looked around at the sights surrounding him as if anticipating that this day would bring some grand adventure. He strolled over to the Constructicons, and appeared to speak to them at some length. Whatever he said, it was enough for the pair to end their dispute and re-enter the base together. Starscream stood and watched them go, hands on his hips, grinning to himself as if at a job well done.

Megatron allowed himself another smile. Starscream, where would we all be without you? he wondered. Our cause would be hopeless without you to spur us on. Perhaps someday you'll allow yourself to know that.

He crouched briefly, then soared into the air, settling down to earth in front of the other Decepticon, who sketched an elaborate bow.

"Greetings and salutations, O Fearless Leader," Starscream offered cheerfully.

The Decepticon leader gave his subordinate an arch look. "You're in a jocular mood today, Air Commander."

"And why not?" the other replied, with a mischievous grin. He waved grandly, taking in the scenery; this area remained as-yet-unspoiled by the marauding Autobots. "The sun is shining, the birds are singing, the grass is..." He hesitated, groping for a word. "...greening..."

"'Greening'?"

"Oh yes. Absolutely." Starscream nodded with utter seriousness. "Very important thing grass does, greening. Where would we be if the grass didn't green?"

Ignoring the steady stare his leader was giving him, Starscream turned his attention to the sheer rock face before them. He glanced at the entrance built into the foot of the cliff. It would be nearly invisible when closed, both due to the need for secrecy and the inherent Decepticon respect for nature. Then Starscream let his gaze wander up and down the cliff face, clasping his hands behind his back and rocking back and forth on his heels as if pondering something of weighty import.

"You know," he observed. "This stone is almost purple. We could carve a big Decepticon symbol into the mountainside."

Megatron just looked at him. "I mean a BIG one," Starscream went on, gesturing expansively. "Huge. The size of the whole mountain, even." Megatron continued to look at him. "And then we could set up a couple of big searchlights, waving back and forth, and some speaker banks blasting really loud music, and a big purple neon sign saying WELCOME AUTOBOTS..."

Finally Megatron's dignity broke as he snorted out a laugh, almost doubling over as he turned away in a vain attempt to contain it. Starscream started snickering at the sight, then burst into gales of laughter, holding his midsection as both he and his leader fought to control themselves.

"Oh... Heh heh..." Megatron wiped at an optic as he straightened up again, desperately trying to compose himself. "Starscream, has anyone ever informed you that you're completely out of your mind?"

The other was still hugging himself as he fought to contain fits of giggling. "A-hee...hee hee hee...p-perhaps once or twice, Mighty Megatron."

The Decepticon leader straightened and made a vain attempt to look stern. "And how often have I said I hate it when you call me 'Mighty Megatron'?"

Starscream pretended to think, shoulders still quivering with suppressed mirth. "Hee hee...um...no such incidents spring immediately to mind, Mighty Megatron."

The object of this title gave an exasperated sigh, then shook his head sadly. However, any further conversation was cut off by an urgent transmission.

"Soundwave to Megatron."

He touched the side of his helmet, expression growing serious as he acknowledged the transmission. "Megatron here. Go ahead."

"Megatron, my patrol and I are returning ahead of schedule." Before Megatron could ask why, the voice continued: "We have an Autobot prisoner. Repeat, we have an Autobot prisoner."

The commander and Starscream exchanged surprised looks before Megatron replied. "Were any of you damaged?" he asked, worried. Autobot prisoners usually came at a heavy price.

"Superficial damage. No casualties."

The pair heaved a sigh of relief. "Excellent. Can you identify your prisoner?"

"I'm not familiar with her, Commander."

The two Decepticons exchanged puzzled looks. Starscream mouthed a silent query: Her?

Megatron shrugged, then spoke again. "Bring her in with all due caution then, Soundwave."

"Acknowledged." The transmission ended without ceremony as Megatron turned to face his companion, a distinctly curious look in his optics.

Starscream crossed his arms, cocking his head slightly. "Now this," he said, "this could be interesting."

Later, three Decepticons stood looking down at their Autobot prisoner.

Starscream looked up. He looked down again. He looked up again. "Sounders, if I was a slightly less polite mech I'd say: you've GOTTA be kidding me."

The trussed-up mecha-feline lying on her back at his feet shot him a venomous glare. Growling and hissing endlessly, she twisted her spine into impossible S-curves, trying to contort her way free of her energy-bonds. These held her legs bound and kept her jaws shut; Soundwave might have been one of the kindest mechanoids in existence, but he was no fool. The cat rolled over onto her belly, revealing bat-like wings that flared out from her shoulders.

At this, Starscream frowned and leaned forward to examine them. "She's been shot." It was true; the wings were tattered and scored with laser burns, and dried fuel coated the ragged edges of the wounds. He went on: "Recently, I'd say." He then back-stepped quickly as the Autobot lunged at him in a biting motion.

"Yes," Soundwave agreed. "And not by us."

He directed this last at Megatron, who scowled and shook his head. "Autobots," he said, his tone unnaturally bitter. "They don't care about anyone. Not even their own."

Shocked, Starscream asked, "Why would they do this?" Then he looked down, and observed that the female in question was--despite her forcibly-closed mouth--trying to bite off her own feet. He hesitantly added, "And does anyone else think she seems a little...um..."

"Her mind has been broken." Soundwave's tone was flat.

Megatron looked puzzled. "Broken? By torture, you mean?"

"Perhaps." He indicated the captive, who flopped down limp as a pile of old rags, exhausted from her struggles. Only her tail continued to jerk and twitch, as if it had a life of its own. "Rumble, Frenzy and Ravage found her in the woods," he explained. "She attacked them, probably from fuel-hunger...they were not damaged," he added hastily, seeing Megatron and Starscream's worried expressions. "She was too weak. They subdued her easily. I attempted to communicate with her, but..."

His voice trailed off, and he hesitated before going on. "She was...incoherent, raving. And I sensed...I..." He looked away sharply, as if unable to continue.

The other Decepticons were surprised by Soundwave's loss of composure. "Go on," Megatron urged carefully.

"It was like nothing I've ever encountered before." He clenched his fists sharply as he turned to face them, and his resonant voice almost throbbed with anger. "This was done to her deliberately, by some force I cannot yet comprehend."

"Let me get this straight," Starscream began slowly. "The Autobots shoot her up and make her crazy? Why?" He then quickly back-stepped as the object of their conversation renewed her escape efforts. Now she was arching into exaggerated U-curves like a spasmodic inchworm.

Megatron's face reflected dawning comprehension. "As an example, I suspect. To show the others what would happen if they committed her crime...whatever it was." He looked at Soundwave. "Can you find out what happened?"

Soundwave's optics flashed with determination. "I would like to try."

The Decepticon leader nodded, once. "Besides, someone who has such cause to hate the Autobots..." His voice trailed off as he looked down at their captive. "...might prove quite valuable to us."

Soundwave stiffened noticeably at this. "Even if not, we should still help her."

Megatron locked optics with the other Decepticon for a long time before he answered. "It's not always a question of what we should do, Soundwave." There was a tense moment before he went on: "Starscream, help bring her to the repair bay."

Unfortunately, at the words 'repair bay', the captive let out a muffled squall and resumed her frantic thrashing. Starscream gave his leader an arch look, but nodded and said, "Right."

He bent over to help restrain the feline as Megatron quickly added, "And keep this as secret as you can. The fewer Decepticons know about her, the better."

"Will do, Mighty Megatron," Starscream offered, trying to lighten the mood. He and Soundwave hustled their captive into the base. Megatron watched them go, and stood alone in thought for quite some time.

He almost said 'I have a bad feeling about this,' but decided against it.

Despite his natural optimism, Soundwave hadn't been expecting instant co-operation from the strange Autobot femme. He was not disappointed.

Megatron had ordered her placed in a cell, despite Soundwave's objections that this would hardly help her to trust them. But he grudgingly had to admit that the Decepticon leader had been right. Once freed of her bonds, Autobot had spent the first few days screeching and violently lashing out at anyone who came near. Communicating with her was completely out of the question. They hadn't even been able to give her any fuel, and he feared that she would starve to death before he was able to help her.

However, today he stood outside her cell once again, determined to reach her somehow. Opening his hand to regard the tiny energon cube he held, he sighed deeply, the sound a resonant, almost musical tone.

Ravage gazed up at him, clearly worried. "Are you certain, Father?" he asked quietly.

Soundwave nodded. "I must earn her trust, Ravage. I cannot help her otherwise."

"I could come with you," he offered.

He shook his head. "No, my son." Before Ravage could object, he went on: "Her feline instincts seem to rule her mechanoid logic. The presence of a male cat might...unsettle her."

Ravage hesitated, then nodded. "I understand," he said, a bit wryly. Then he pressed his forehead to the side of Soundwave's leg in a brief show of affection, and said, "Be careful." Then he silently padded off, his movements graceful as liquid shadow as he disappeared from sight.

Soundwave waited a moment longer, then punched in the combination to the cell door. It obediently swished open, and he stepped inside.

She crouched in the farthest corner beneath the narrow vertical slit of a window, quivering as her claws dug into the floor. As the Decepticon entered, she hissed violently and tried to back herself further into the wall. Soundwave could feel the fear pouring off her in waves. He remained calm, and tried to send as many soothing impulses through his empathic "field" as he possibly could.

"Good morning," he said. She flinched at his words, as if he'd struck her, and hissed again. Unperturbed, he went on. "I have something for you." Soundwave stepped forward, keeping his movements slow and nonthreatening, and stopped about an arm's reach from her. Then he leaned over and placed the energon cube on the floor.

As he stood back, her green optics darted from it to him and back again, fear and hunger fighting for dominance in her ruined mind. He sat down in the farthest corner from her and settled back against the wall, waiting patiently.

Finally, hunger won, and she lunged forward and devoured the cube in one gulp. Satisfied, he watched in silence as she worked her jaws up and down. Then she sniffed and rubbed her muzzle against the spot where the cube had been, as if trying to absorb residual molecules from the floor.

Carefully, Soundwave withdrew another "energon goodie" from a storage compartment. He sighed inwardly, anticipating a lecture from Megatron about how expensive this was getting, then tossed it to her. She snapped it out of the air, then stalked back and forth in circles, growling and muttering. "Very good," he said.

Her head snapped up at his words. Ears twitching back and forth, she stared at him incredulously, as if she'd forgotten he was there. Then she bared her fangs, lowered her head to the ground, and flared out her wings in a peculiar gesture. Starscream had cleaned her up and closed the edges of her wounds, but hadn't had the time or equipment to replace the panels themselves. The effect was that of ratty curtains stirred by a stiff breeze as she pumped them back and forth.

"Sitting on a corn-flake, waiting for the van to come!" the Autobot half-snarled, half-chanted in a weird, threatening sing-song. "Corporation tee-shirt, stupid bloody Tuesday, man, you been a naughty boy, you let your face grow long!" Then, abruptly, she turned away and flopped down in a far corner, her back to him.

Soundwave was about to speak, but was cut off before he even began as she muttered, "Don't come around, leave me alone, don't bother me."

Surprised at how she'd anticipated him, he rose up and said, simply, "I will leave you alone, then, until you are ready."

The female went on ranting, but it sounded muffled, as if her muzzle was pressed against the wall. "Expert-textpert choking-smokers, don't you think the joker laughs at you-oo-ou?" The words grew softer, tinged with weary sorrow: "See how they smile like pigs in a sty, see how they snied... I'm cry-y-ing. ..." His mind filled with a strange mix of confusion and wonder, Soundwave left the chamber in silence.

Later that evening, Soundwave entered the base's small communications center, and found Starscream and Skywarp manning the console. Starscream's optics met his, and the Seeker gave a brief nod of understanding. Then he turned to his companion and said, "Why don't you take a break, 'Warp? You've been cooped up in here all night."

"Tell me about it," the other grumbled, but not unkindly. He pushed himself back from the console and stood. "You sure you can handle things without me to baby-sit you?" he quipped.

Starscream put on an innocent expression. "Sure. When in doubt, just press every button at once, right?"

Skywarp rolled his optics. "Right." He shrugged to Soundwave, as if asking, What can you do? Then he smiled and gave a brief farewell salute as he left the chamber.

At that, Starscream observed to his remaining companion, who took Skywarp's recently-vacated seat. "I guess you're here for info about our charming and well-mannered houseguest?"

Soundwave cocked his head slightly at the other's less-than-flattering description, but decided to let it pass. "Have you found anything?"

"Let's put it this way." He punched a few buttons, the light from the viewscreen flickering across his face as the screen changed. "You could take all the data I found, multiply it by a thousand, and fit it inside Optimus Prime's heart. And you'd still have room for Brawn's intellect AND Perceptor's compassion." His shook his head as he indicated the near-blank screen. "There's nothing here, Soundwave."

"No name, or description?"

"Neither. She may as well not exist." His expression turned wry. "It's a mystery worthy of Professor Moriarty himself!"

"Of whom?"

"Oh..." Starscream looked embarrassed. "A fictional detective, in some human books. Always going up against his nemesis, Sherlock Holmes..." He smiled a bit sheepishly. "Bombshell likes them," he explained.

"Ah." Soundwave was amused, and too polite to ask how Starscream knew so much about stories Bombshell liked. Then he wondered aloud: "How many Autobots have arrived from Cybertron in the years since Earthfall?"

Starscream's expression soured. "Too many." But then he continued, with a thoughtful look, "I see where you're going. Gathering intelligence on the 'Bots is tricky, but I think we've accounted for most of the arrivals since the crash."

"Could she have been one of the Ark crew?"

Starscream shook his head again. "I doubt it. We've got a complete record of them...besides," he added sardonically, "We were there, remember?" He leaned back in his chair, interlacing his hands behind his head as he mused, "Prime hand-picked the most vicious criminals on Cybertron to join his 'crusade'. And we know for a fact that none of the crew was female. Prime's got a slight thing against femmes, for some weird reason..." The last was said sarcastically, as his voice trailed off into nothing.

For a while, there was only silence. Finally, Starscream asked, "So what will you do now?"

"Continue my sessions, I suppose."

"Soundwave..." Starscream's voice turned earnest, and he leaned towards the other Decepticon, face etched with genuine concern. "Look. I know you can't stand to see anyone suffer, but..." He looked away, then back again. "There's no nice way to put this. She's an Autobot. You help her, you save her, and she'll thank you with a knife in the back!"

Soundwave stood up. His tone became flat, almost harsh. "You sound like Megatron."

The other's face went completely neutral. "You say that like it's a bad thing."

There was a tense moment. Then Soundwave's shoulders sagged slightly, as if in weariness. "Apologies. I meant no offense."

Relived that the moment had passed, Starscream smiled readily. "Hey, no problem. We've all been kind of tense lately..."

"Ever since she arrived," Soundwave mused. Seeming to shake himself out of some private reverie, he concluded, "Tell Megatron I will inform him of any progress."

"Right." Starscream nodded. Then he added, as the other moved towards the exit, "And Soundwave?" He turned back. "Good luck."

The blue Decepticon nodded in silent assent, then left the chamber. After he'd gone, Starscream finished quietly, "You'll need it, old friend. You're running out of time."

Soundwave's days fell into a predictable, if depressing, routine. He'd spend the mornings with his "patient", listening to her rantings--usually in the form of a song, he noted--silently watching her as she paced, or stared, or ignored him completely. He was almost ready to give up hope, but his strong core of compassion...and more than a bit of stubbornness...urged him to strive on.

I wish Mindwipe were here, he mused, nostalgically thinking back on his old schoolmate. He always was the better psychologist. He could picture Mindwipe pronouncing the female's case "fascinating"; of course, he'd been known to say that about a particularly vivid nightmare, an unusual cloud formation, or an odd-shaped stain on the floor. Soundwave shook his head with a quiet chuckle, then grew serious again as he typed in the entry code for the cell.

It opened, and he cautiously stepped inside. He was surprised to see the Autobot in her robot mode; it was the first time he'd seen her in that form. He fervently hoped this was a good sign.

Thin and angular, with a haunted, drawn expression, she huddled in the far corner, just as always she always did. Her knees were drawn up against her chest, arms wrapped around them protectively. Her tattered wings hung over her shoulders, and she flared them briefly as he entered. Then she turned her face towards the window and gazed up at it, cocking her head to one side as if listening.

"Good morning," Soundwave began, as usual. She hissed in response, as usual, but it seemed to have become a mere formality. The female continued to stare intently out the narrow opening, poison-green optics focused on something outside. "What are you watching?" he asked, not expecting a response.

"Birds," she said.

Soundwave took a step back in shock. "You speak!"

She grumbled slightly in her throat, as if to say, Obviously. Then she half-sang, half-whispered, "And your bird can sing, but you can't hear me..." She shook her head, then turned her attention towards her visitor, regarding him over her folded arms with a wary, feline stare.

"Well," Soundwave began as he settled himself on the floor. "I'm glad to hear it." She neither responded nor moved, seeming determined to bore a hole through his forehead with her eyes. "What's your name?" he asked.

"Mmmmm." She worked her mouth without speaking, as if the act of forming words was alien to her. "Mmm...mmmetalli...C-cat." The effort seemed to exhaust her, and she shifted around to a seated position, slumping with her back against the wall and her legs stretched out before her.

"MetalliCat?" Soundwave repeated. "That's an interesting name. I am Soundwave."

The Autobot gave him a sullen "I know that" look before repeating: "Sowwwnd...waayve."

He went on, "And the jovial Seeker who helped you earlier is Starscream."

She frowned slightly, then held her hand palm-down close to the floor, as if indicating something small. "Rrrr...red? Blue?"

For a moment her words mystified him, then he understood. "They are Rumble and Frenzy," he explained.

MetalliCat traced a circle on the floor with one finger, for no obvious reason. "Yourrrs."

"Yes, they are my creations."

She traced invisible handles on either side of her previous circle. "Llmmm...theyym." She scowled fiercely, and hissed in frustration before trying again. "You...lllo...love...mmm?"

"Yes," he replied simply. "I love them very much."

At this, she gave a brief, sad chuckle. Then she started to snicker, a hissing, raspy sound. Alarmed, Soundwave felt the patterns of emotion in the room shift strangely, growing dark and alien, like a vile poison spilling into clear water. MetalliCat lowered her head, then jerked it up again, her face distorted in an ugly grin. She rasped, optics flashing a poisonous green, "And will...your love...save them...Decepticon?"

The Decepticon's red optic band flared in shock. "What? What do you mean?"

She made a strangled sound, her expression changing to one of stark horror. Wrenching her head back so violently she nearly snapped her neck, she snarled aloud and thrashed back and forth as if having a violent seizure. Before he could stop her, she deliberately slammed her head against the wall, hard enough to dent her helmet. Then she drew back as if about to do it again...

"Stop!" Soundwave leaped to his feet and rushed over to her, gathering her into his arms and pressing her fragile body against his. She squalled and struggled, but he held firm, keeping her gently confined until the violent fit passed. Her body went limp in his arms, and she sighed heavily, a long, shuddering sound. "It's all right," he soothed. "I'm here. It's all right." He could feel her overwhelming terror; but he also felt that other presence. Misty and intangible now, it seemed to hover in the cramped room like a vengeful ghost. He had the disconcerting feeling something alien and evil was watching him, smirking at his efforts, biding its time.

Soundwave released his grip on the trembling Autobot, holding her shoulders as he helped her to sit up. "MetalliCat," he called gently. "Are you still with me?" She gulped and nodded shakily, her face streaked with tears. Quietly, he asked, "What was that?"

She made a frightened noise, shook her head vehemently, and turned away. Soundwave urged, his tone calm but firm, "No. No, look at me. Don't be afraid." Unwillingly, she met his gaze, her optics burning with...what? Shame? Humiliation? Or something more? "Please...tell me."

MetalliCat looked down again, then moved her small, slender hand to grip his upper arm, as if seeking to draw strength from his presence. Then she began to sing quietly: "Never I asked of you, but never I gave..." Her voice was soft and sweet, the complete opposite of her normal vicious rantings. "But you gave me your emptiness that I'll take to my grave..." Desperately, she locked optics with him, as if straining to communicate some hidden message. "So let my heart go, or let this heart be still..."

Soundwave lowered his head in sorrow, and gently sat her back against the wall. "I'm sorry," he sighed, standing and stepping back from her. "I don't understand."

The female whimpered slightly, and curled up in a ball against the cold metal floor, rocking back and forth, staring wide-eyed at nothing. "Only...way." She choked out the words as if drowning, fighting for air. "All I have...left. Listen...listen...!" Then she rolled over, turning her back to him, and lay still.

He watched her for some time in silence, but she neither moved nor spoke again. Soundwave rose to his feet, fuel pumps beating hard in delayed shock. He was unsure how he should feel about the day's strange developments.

As he turned towards the door, he heard her chant mockingly under her breath: "All you need is love...love is all you need." But her vitriolic, spitting tone indicated that whoever'd written that particular song had believed in nothing of the kind. The door closed between them as he stepped into the hall. She didn't watch him go.

There was darkness.

There was smoke, thick and clinging, its sickly-sweet odor clogging his olfactory sensors, worming its way under his very plating.

And, somewhere in the distance, there were screams.

Soundwave knew them...they were his creations, they were calling his name...they were in pain, someone was hurting them...

Ravage! he called out in the silence of his mind. Rumble! Frenzy! No response. He staggered forward, trying to force his way through the swirling smoke, the blinding darkness. Laserbeak! Buzzsaw! His legs felt heavy, it was hard to move, everything was moving in slow-motion fever-time... Where are you? Answer me, please! Still no response, only the reeking smoke, and the darkness, and the screams...

Suddenly he stumbled forward into a blinding blue light. He flinched, raising a hand to shield his optics as its brilliance stabbed into his mind. As his vision cleared, he looked around frantically, and beheld a scene of absolute horror.

He was on Cybertron; but not Cybertron of the Golden Age, the place he had called home. This place was a smoking ruin, spires and towers laid low, bridges crumbling to pieces, every building crushed or burning. The air was thick with smoke and the rancid odor of spilled, clotted fuel. The hazy sky was dark, but impossibly, it was also lit by a sun...a blue sun, one whose azure flames gave neither warmth nor light.

Soundwave pushed his way through the wreckage that clogged the streets, still frantically calling for his creations. The further he ran, the more distant their cries became...he knew that if he lost them, he would never see them again...he turned a corner and almost fell to a halt, as his voice died within him at what he saw...

The wide square was surrounded by huge steel columns, reaching up to impossible heights. Atop each one burned a vivid blue flame, and chained to each column was a Decepticon. Each one was tortured, burned, mutilated...dead.

There was the gallant Thundercracker to his left, arms and legs stretched in four directions, hanging loose and disjointed, his face frozen in a voiceless scream. There was the noble Onslaught, nailed to his column by a thousand long knives, dripping fuel from innumerable wounds. The gentle medic Straxus, head separated from his body and attached to the column by a huge axe driven through the center of the forehead. The clever inventor Bombshell, his smoking corpse burnt almost beyond recognition. And on and on, stretching out before him, every Decepticon he'd ever known trapped in a horrible, endless death...

...A low moan sounded from behind him. Slowly, he turned to face the noise. Impossibly, the street from whence he'd come was gone. In its place stood two columns, larger and thicker than the rest, each topped with a pair of burning metallic skulls. Chained between them by his outstretched arms was the slumping body of a tall, silver figure.

Megatron.

Stunned and speechless with horror, Soundwave could only walk towards the vision, drawn by some nameless compulsion. The figure dripped fuel in a steady stream from countless gashes; the thick, viscous liquid pooling at his feet. The chains that held him upright were bound cruelly around both arms, penetrating his wrists and the palms of his outstretched hands. His head was lowered, whether in suffering or death Soundwave couldn't tell. He came closer, closer...then the figure moaned again, and raised its head...and Soundwave could only scream aloud.

Megatron's face had been mutilated in the design of an Autobot insignia. There were deep vertical gashes down each cheek, a horizontal one across the bridge of his nose, leading back towards the sides of his head--an inverted triangle carved into his forehead, diagonal slashes leading back on each side of his helmet--his mouth cut into a horrible angled frown--and his eyes--

--his eyes were--

--gone, carved out--only empty triangular sockets, sparking with cut wires and running with fuel, silently weeping--they fixed Soundwave with empty, hollow accusation as the horribly carved mouth moved, spilling out a gout of fuel as the low, moaning voice said...

"...Why...didn't...you...stop...them... Sound...wave...?"

Soundwave forced himself out of the nightmare with a stifled cry. It was all right, he was in his quarters, it was only a dream, only a dream...

"Only a dream..."

At his feet, the sleeping Ravage stirred at the sound of his voice. Soundwave could sense the thought-strands of his beloved creations, their minds never far from his even in shutdown. The colors of the strands were dimmed with sleep; he was relieved that his own nightmare hadn't disturbed their thoughts. Now, however, Ravage's thought-strand brightened with wakefulness. The black jaguar raised his elegant head, gazing up at the chair where Soundwave sat, his eyes flashing scarlet in the darkness. "Father?" he asked softly. "Is anything wrong?"

"A nightmare, my son," he assured. His voice quaked despite his best efforts. "It was nothing."

Ravage cocked his head to one side, detecting that his creator was lying for his benefit. "You are certain," he persisted.

"Yes." He reached down and fondly rubbed Ravage's head. The cat purred and rubbed his forehead against Soundwave's leg in response. "Sleep now," Soundwave went on. "I will be fine."

"All right," the other demurred, laying his head down to sleep again. But his optics glinted with mischief as he closed them, sending one final mental message. If any phantoms come to trouble you again, summon me, and I will stalk them for you.

Soundwave chuckled fondly. I believe you would, he thought back. Ravage sighed peacefully, his body sagging against the floor as he shut down. Withdrawing into his own mind, Soundwave gazed upon the colored strands that connected his mind to those of the cassettes, marveling as he always did at their beauty and strength. Who am I, he mused, that such wondrous creatures should share my life, call me "Father"?

Then a trickle of fear wound its way through him at the memory of the dream. Soundwave told himself it had been a nightmare, a simple trick of his subconscious. But a nagging doubt remained; the dream had been so vivid, seeming designed to hurt him, like a deliberate, malicious attack. Was it somehow connected to the Autobot MetalliCat, he wondered? He knew the Autobots counted telepaths among their ranks. And he'd heard rumors of Cybertronians gifted in the dark arts of mental torture, so powerful that they could penetrate any mind, any soul. Still, he doubted the ragged female was one of these.

But what was it that tortured her so? And had it now turned its sights upon him...and the ones he loved most?

Soundwave sat alone with his deepest fears, gazing silently into the darkness. He would sleep no more that night, nor for many more to come.

The next morning, he walked the corridors of the base with a strange sense of unreality, feeling neither awake nor asleep. His mental control was second to none, but he seemed unable to shake the sense of dread that clung to him like a noxious, trailing mist. It was a dream, he told himself for the thousandth time. Put it out of your mind, focus on the day's tasks...

"Yo, Sounders, wait up!" Starscream's familiar voice called from behind. Turning to face him, Soundwave saw the Air Commander approaching with long strides, wearing his usual smile. However, the telepath could see past the cheerful mask...something was bothering Starscream. Whatever news he was bringing, it wasn't good.

Soundwave was far too ethical a being to read another's mind without consent, however. Whatever lay beneath the surface of Starscream's thoughts, he would wait for him to reveal it in his own time. "Good morning, Starscream," he greeted politely.

The other gave a slight laugh at that. "Any morning you're alive for is a good one," he joked. Then his expression saddened slightly. "Listen, Soundwave..." he began, "Megatron wants to see you. In his office, as soon as you can."

"Oh?" The question was neutral. "Why did he not summon me himself?"

The other shrugged and quipped, "Eh, you know Fearless Leader. Always looking for some useless errand to keep me out of the way." Seeing that Soundwave wasn't moved by his attempt at deflecting the question, he became serious again. "Listen, I know you and him have never been the best of buddies..."

"I have the utmost respect for our commander," Soundwave replied, a bit stiffly.

Starscream chuckled sadly. "I know you do. And you know that's not what I meant," he continued pointedly. "But all I'm asking..." His voice trailed off, and he looked away before going on, his voice urgent. "...is that you understand. All right? Just...try to understand." Then, without further explanation, he turned and quickly walked away.

Soundwave stood for a moment. Well, he thought, with a certain dark irony, as Rumble would say, ain't no WAY this is good. With an quiet sigh, he turned and headed down the corridor once again.

Soundwave pressed the entry buzzer next to door to Megatron's private office. "Come in," came the response from the other side. As the door opened, Soundwave stepped inside and glanced briefly around the sparsely decorated office. Megatron was bent over a data pad on his desk, intently studying something. He looked up as Soundwave entered--

--his eyes carved out, deep gashes down his face--

--Soundwave gasped and took a step back, shaking his head violently to clear the vision. Megatron frowned in puzzled concern. "Is something wrong?" His face was normal, of course; it had always been.

Soundwave composed himself. "I'm all right," he replied. Feeling that he owed some explanation for his behavior, he offered: "I...did not sleep well."

The Decepticon leader's expression turned to one of sympathy. "I understand," he said quietly. Then he smiled. "Please, sit down." He indicated the chair on the other side of his desk. It was quite battered; getting new furniture hadn't been high on anyone's priority list for a long time.

Soundwave sat as he was indicated, trying to keep the wariness from his demeanor. It bothered him that, even at the best of times, he'd never been able to feel completely at ease in his leader's presence. No, he corrected himself, what bothered him was that he didn't know why he felt as he did.

Does some part of me resent you for bringing us to war? he mused silently as Megatron put away the pad he'd been examining. Deep inside, do I still feel we might have found a peaceful solution if not for you? He supposed he'd never really know. Still, he regretted the fact that they'd never truly been able to meet as friends.

Seeming to sense the awkwardness in the room, Megatron folded his hands in front of him. "How are the young ones?" he began.

"They are well."

"I'm glad." He paused. "You've taught them well. They're valuable warriors."

Soundwave stiffened involuntarily. "I'm not comfortable thinking of them as 'warriors'."

Megatron's expression became studiously neutral. "No, I'm sure you're not." There was another silence before he continued. "Have you learned anything from the Autobot prisoner?"

Must everything be a military objective for you? Soundwave stifled the thought. Aloud, he said, "I prefer to think of her as an unfortunate who needs our help." Before his commander could reply, he went on, "The damage to her psyche is extensive. It will require much time and effort for her to be healed."

"I see." The words held a dark undertone. "Soundwave..." he began carefully, unclasping his hands and placing them palms-down on the desk, "I'm not sure that's a goal we can afford to pursue right now."

Another tense silence followed before Soundwave spoke. "Would you care to elaborate?"

Megatron sighed deeply. "I know how it troubles you to see another being--any being--in pain. And I'd support your efforts wholeheartedly...if we had the resources to spare. Unfortunately..."--his expression grew stern--"we do not. That's not my decision; it's a fact."

The two Decepticons locked stares over the desk. Megatron continued: "Our forces are stretched thin, all over the galaxy. Energy and supplies are at a premium. We're fighting for our very existence, Soundwave." He leaned forward as his voice grew intense. "My warriors' lives are at stake. And we are warriors, now, whether you like it or not." He looked away and sighed once again. "Whether I like it or not." Soundwave didn't speak a word, and refused to meet the other's gaze. He didn't need to be a telepath to know what was coming next.

"I'm sorry. I truly am." Megatron's voice was uncharacteristically hard, now. "But we can't afford to keep prisoners."

Soundwave's optic band flashed, reflecting his anger. "Will you execute her, then?"

"No!" He seemed genuinely appalled by the suggestion.

"Perhaps a trial, and incarceration?" Soundwave went on relentlessly. "It would be a farce, she cannot possibly defend herself..."

"We don't have the resources for that, either." He frowned. "We have no choice but to release her."

"She will die."

"You don't know that."

"I will not take that risk!" He stood up, fists clenched at his sides. "Not when we can save her! Not when I can save...!"

"That's an order, Soundwave!" Megatron stood sharply, his optics flashing as he slammed his fist against the desk, leaning forward till their faces were inches apart. "You have twenty-four hours to continue your efforts. After that, she must go. I require neither your understanding nor your consent. Is that clear?"

No response. Megatron repeated, slowly and deliberately, "Is...that...clear?"

The reply was slow and grudging. "It is clear...Commander."

"Good." He sat back down again. "Dismissed."

Soundwave waited almost long enough to be disrespectful, then turned to depart. Just as the door opened, he called back over his shoulder, "Megatron?"

"Yes?"

"At what point did we forget what it means to be a Decepticon?"

He didn't need to turn to see his leader's face; the other's feelings of shock, pain, and guilt stabbed through him like a knife. For a moment, he regretted his harsh words. But the thought of what he was being ordered to do twisted inside him, and he went on: "Honor, compassion, understanding...if we lose these, what have we left?"

Megatron's voice was harsh with deep sorrow, and almost unbearable regret. "If we do not lose them...we will have nothing. Not even our lives."

Soundwave's parting words were almost inaudible. "That is a bargain I will not make." He said nothing more, and left the room in silence.

Soundwave stormed down the corridors, fuming in silence. Other Decepticons, unused to seeing him in such a mood, quickly got out of his way as he headed for the rear exit. Unchallenged by the guard, he left the base's confines and sought privacy amongst the sheltering trees. Finally slowing his furious stride, he sighed heavily, his wide shoulders sagging in weariness and frustration. At last, he sat down upon a large boulder, and tilted his head to the sky. Gray clouds chased each other across the darkening sky; the hour was growing late, and it would rain soon.

You know Megatron is right. Soundwave was incapable of lying, even to himself. Such are the equations of war. One life to save another...perhaps. The entire situation was far too hypothetical for his tastes. Who was to say that abandoning the Autobot to her fate would help the Decepticon cause? Who were they, that they should make such decisions, have such power over life and death?

Even lost in his tumultuous thoughts, the approach of one of his cassettes could not go unnoticed. Soundwave turned his head slightly at the distant flapping of wings. It was Ratbat, the "foster child" of the cassetticons, the only one he hadn't created with his own hands. The fact that their partnership was one of necessity rather than family sometimes made their relationship...complex.

The small bat settled on his shoulder, tucking in his wings. "I wondered if I'd find you here," he observed noncommittally.

Demanding 'What do you want?' would have been rude, so Soundwave only asked, "Are you well?"

Ratbat shrugged. "As well as can be expected." He shifted position, the better to look Soundwave in the face. "I know what you're doing," he said, bluntly.

"What do you mean?"

"I know about that Autobot you've been helping." He said the word Autobot as if it were a vile curse, which perhaps it was, to him. Forestalling Soundwave's protestations, he went on, "I'm not one to tell you your business. You know that. But if Megatron's told you to let her go..."

"How do you know about that?"

The small Decepticon only shrugged again. "I have my methods."

Soundwave's optic band flashed in annoyance. "You were spying."

"Call it what you will," Ratbat blithely replied, then shifted position uncomfortably. "You can't blame me for being...concerned."

The larger Decepticon looked away. "Your concern is appreciated, but unnecessary. As you said, I can no longer help her." He paused. "After tonight."

At that, Ratbat gave him a suspicious look. "What do you mean? You're planning something, I know it."

"I will do what I must, Ratbat." The sky had grown darker, and the branches of the surrounding trees shifted and whispered in the chill wind. He looked back at his small companion. "We should return." He rose to his feet, Ratbat flapping his wings to keep his balance. Then the smaller Decepticon pushed off his perch and took to the air, hovering in place as he spoke.

"Look, Soundwave," he began. "We've known each other a long time. And I'm not just saying this for my own self-interest, but...be careful. All right?" He paused. "Don't risk yourself for one of them." Soundwave didn't have to ask whom he meant. "It's not worth it. You've got too much to lose." With that, he turned and flapped his way out of sight, disappearing into the forest.

Soundwave stood alone. It began to rain, light drops touching his plating. Ratbat's parting words drifted back to him: You've got too much to lose. He stood for another moment, deep in thought.

Then, his mind made up, he turned and headed back to base.

"The window burns to light the way back home..."

He stopped outside the door to her cell. Now that the time had come, he found himself strangely reluctant to enter. He was honest enough to admit to himself that he was afraid.

Soundwave could hear her singing from the other side of the door; her voice was low and sad, filled with aching loneliness. "The light that warms, no matter where they've gone..."

He raised his hand to the door controls. "They're off to find the hero of the day..."

Entering the combination, he pressed the entry switch. "But what if they should fall for someone's wicked way?"

The door opened quietly. She stood upright in the far corner, gazing out the narrow window. The last golden traces of the day shone beneath the iron lid of clouds, casting a brilliant highlight across her face, turning her optics to pools of liquid light. "Still the window burns, time so slowly turns, someone there is sighing..."

She must have known he was there, but didn't turn to face him. "Keepers of those flames, can't you feel your names, can't you hear your babies crying?" He was silent as the door closed behind him, unwilling to break the moment, sensing without words that this was something she had to finish.

MetalliCat lowered her head, her face heavy with sorrow. "Still they try and break me." Her voice was a desperate whisper. "Still they try..." The last note trailed off into a small, agonized sound as she fell into silence. Soundwave waited several long moments before he spoke.

"I've been told to release you." He was half-expecting her to startle at his words, but she didn't react at all. With bitter irony, he realized she had finally grown used to his presence, perhaps even begun to trust him, now that it no longer mattered. "I cannot help you any more. You must leave this place."

The Autobot turned her gaze back to the window. The light on her face grew gray and dim as the room began to darken. She spoke then: "Over, no more, no mm...mrr..." MetalliCat gestured vaguely, face twisting in frustration. "Gone, back, all voices, not mine. No more, never mine." She tensed and balled one hand into a fist, raising it as if to strike the wall, then slowly unclenched it and lowered it to her side. Her expression grew sorrowful then, filled with years of loneliness and despair. "Never my voice. Never, never, never."

"MetalliCat..." he began, stepping forward, but was cut off as she spoke again, urgently this time.

"Only you, see, see it, hearing me?" She drew back from the window, then took a step towards him, her anguished optics meeting his. "Only you. Not you here, gone from me, back..." Her arm shaking, she placed one hand on the Decepticon symbol on his chest, then took a shuddering breath. "Only...you...hear me," she said, forcing out the words as if by some great effort of will. "Me...not near you...back..." Her voice broke as if she was about to cry. "Back...there...inside me. All gone, all over."

At last, he understood. "You think it's only because of me that you've improved." Her gaze met his again, her face filled with incredulous hope, as if scarcely daring to believe that someone had finally heard her. "You think once you leave, you'll go back to the way you were before."

MetalliCat nodded urgently. "Will...all voices back again..." Sidestepping in a nervous dance, she gestured, making a circular shape in the air, then moving both hands in right-angle motions as if giving handles to the invisible circle. Soundwave was struck by the realization that she'd made that symbol before. "All voices, everywhere, no more, screaming, laughing, stop..." She backed away, collapsing into the corner and curling up, covering her audio sensors with both hands and rocking back and forth violently as her voice rose to a shriek. "No more, go away, go away...!"

"It's all right!" He rushed towards her, gathering her in his arms to stop her violent shaking. "It's all right. I'll help you. Listen to me." MetalliCat stopped shaking, but wouldn't uncurl herself, and refused to look him in the eye. Soundwave hesitated, then began, "I...if I enter your mind directly..." His voice trailed off as the fear of what he was about to do grew inside him, unfolding in his soul like the petals of a dark rose. Angrily, he pushed the fear away. "If I can reach the source of your pain...discover what did this to you...perhaps I can free you from its grasp."

She raised her head, her desperate optics meeting his. "Please," he went on, his low, resonant voice filled with pain and hope. "Will you trust me?"

MetalliCat looked away. When she turned to face him again, her face was composed, unreadable. Once again, she placed the palm of her hand against his insignia, as if it were some magic talisman giving her strength. She sighed, gave a shuddering gasp, and spoke one final time:

"Yes."

Soundwave nodded once. Then he slowly rose to his feet, carefully helping her to stand. She continued to hold onto him for support, swaying with bent knees, as if unused to standing fully upright. Holding the Autobot in his arms, Soundwave looked over her shoulder out the narrow window. The sun was gone, and darkness poured over the world. His optic band flashed once in silent defiance...of what, even he could not say.

"Then it begins."

The Decepticon medlab was silent and deserted. Most of the lights had been shut down to save precious energy; the cool, reassuring purple of the walls turned to gray and black in the unlighted corners. The brightest light was a single white beam that shone down from the ceiling above the central repair table. Two figures moved in this light, quiet and unspeaking.

Hesitantly, MetalliCat lay down on the table, Soundwave carefully guiding her movements. Noting her extreme nervousness at laying flat--most likely it reminded her of the Autobots' hellish parody of a repair bay--he tilted the table slightly so she was more upright. She relaxed a bit, but was obviously still frightened.

"It's all right," he murmured, gently patting her shoulder. "It's all right." Once again, he considered calling Starscream, asking him for help. But he dismissed the thought: Starscream is a loyal friend, but a loyal Decepticon first. Whatever his personal feelings, he would feel honor-bound to report me, to stop me. His optic band flashed in grim resolve. I cannot allow them to stop me.

"Are you ready?" he asked quietly. She nodded stiffly, not meeting his gaze. Since they'd left her cell, she hadn't spoken a word. "Very well," he went on. "Try and relax if you can. Do not fight my presence in your mind. I swear I will help you." His voice dropped to a near-whisper. "I swear it on my soul."

Slowly, he raised both his hands to either side of her head. He hesitated, then gently grasped the sides of her face. She didn't move, didn't speak. His optics dimmed as he composed his thoughts, reaching deep inside himself to a center of calm. Soundwave could sense the minds of his cassettes, his precious creations; their thought-strands glowed in brilliant colors, lighting the darkness. Unwillingly, feeling a near-physical pain at the separation, he mentally pulled away from his contact with them. He feel their confusion turn to fear as his constant presence in their minds grew dim. No, he thought, steeling his resolve. You can't come with me. Not this time.

All was dark, and quiet, broken only by the sound of his fuel pumps beating, loud and deep...and hers, lighter, swifter, more frantic...he was centered, he was calm, he was ready...

His mind reached out to hers. He encountered the barrier of will that surrounded all minds, keeping him out. But while some mental barricades he'd encountered were strong, almost impenetrable, hers seemed as fragile as the skin beneath an eggshell. Soundwave could sense a throbbing power beneath the surface, like a pulsing flow of arterial blood, the barest margin away from bursting free. Cautiously, he eased forward, passing through the barrier. All was darkness...he heard the sound of his pumps' beat fading...fading...then...

Chaos. A storm, a hurricane, a hellish swirling nebula destroyed by a thousand exploding suns. Staggering beneath the assault, Soundwave fought to compose himself. Staggering beneath the onslaught, he fought to get his bearings, retain some sense of self as the demonic storm tried to rip his mind apart. The Decepticon visualized himself as a physical presence, saw himself adrift in a swirling void, one arm raised against his optic band as if to shield himself from a driving rain.

The telepath remembered the first time he'd touched MetalliCat's mind, back when they'd first captured her. He'd known then that he was dealing with more than mere insanity, but touching it from outside was far different than experiencing it firsthand. MetalliCat! he silently called into the raging storm. I'm here! Can you hear me?

He could sense her calling him, faintly, as from a great distance. Her consciousness was scattered, barely holding onto itself. Now, Soundwave could perceive that what he was experiencing wasn't mere random chaos. It was fragments of sound, bits of song and memory, broken and scattered as if by a raging wind. The songs, he remembered. The only way she can communicate, any more... He could hear one such song now, predominating the roar of noise; a driving beat, a rhythmic slash of noise, a scream of rage and madness:

It was useless to try and sift her memories this way, he realized. There was only one option left.

To experience them himself.

He offered up a last, silent prayer. Then, like a diver gracefully arcing from a high cliff, he let go of himself, and fell...

...and fell...

...and remembered...

...a day like any other...

. . .

A day like any other.

No.

. . .

Falling, hitting the ground hard in a clumsy, humiliating sprawl. Laughter from behind, loud, raucous, male. "Aw, what happened, sweetie, you trip over my f

. . .

Darkness, pitch black, impenetrable. Then light, sudden, blinding, bleached white against a ceiling of orange metal. The light blocked by an Autobot, leaning over her. The side pieces of his helmet flashing blue in time to his words as he spoke, his voice irritable. "It's about time you woke

Where I stop and I turn and I go for a ride

A day like any other. Early afternoon, bright sunlight. The sound of birds outside the window.

No.

. . .

Fuel pumps pounding, four legs hitting the ground in sequence, run, run. Forest floor rushing by under her racing paws, tree branches whipping across her face, optics stinging with tears. Run, run, never return. Slowing, body shaking, slowing to a halt. Head hanging low, wings dragging. Escape. Run away. I can't. I can't

A stocky, squarely-built mech, his brown and green camouflage discolored in the dim blue light. He loomed over her, shaking his fist in her face as she flinched away. "You're a disgrace, a failure, don't just sit there and cringe when I'm talking to you, you worthless piece of slag, get up, I said get up

Optimus Prime, looming over her, pointing his weapon at her, his expression implacable, merciless, the barrel of the gun seeming to fill the whole world.

Prowl, standing off to one side, coolly surveying the scene. "If I may, Lord Prime? We are somewhat short-staffed at the moment." Glancing at her, dismissing her as inconsequential, looking away again. "We didn't expect to land on this worthless planet, after all. Perhaps putting her to work might be more efficient than wasting a laser bolt."

Prime's optics narrowing. "How do we know she's not a Decepticon spy?"

"No...not...not a spy, I swear

A day like any other. Early afternoon, bright sunlight. The sound of birds outside the window. Walking down the corridor towards the hangar bay.

No.

. . .

foot? Hey, guys, we got ourselves one clumsy femme here, don'tcha think?"

More laughter. Humiliated, tearful, scrambling to pick up the data pads her fall had scattered. A sudden kick in the side, doubling over in pain. "Aw, now look, you hit my foot again, you stupid--"

"Hey! Why don't you pick on someone your own size for a change, Trailbr

up. If you'd cacked it after I made all those modifications I'd have really been ticked."

Struggling to rise, mind whirling with questions, the blinding light a dagger of pain in her skull. Vague, fragmented recollections...stowing away on board the Ark, hiding in a storage closet. The noise of fighting, engines roaring...there was a crash...

Wheeljack was speaking again. "One of my better upgrades, if I do say so myself. Always wanted to try out a quadrupedal-predator design. And the Abeyance-Four 'winged pumas' are pretty damned dangerous, too."

Realizing she was on all fours--why? Looking down, seeing paws instead of hands

A day like any other. Early afternoon, bright sunlight. The sound of birds outside the window. Walking down the corridor towards the hangar bay. The sound of distant voices, arguing. And other voices, crying, yelling, voices not Cybertronian, filled with terror. A door, ahead. The voices were behind the door.

No.

Wheeljack sneering, "'Course, it's not like I had much to work with," as if the whole thing was somehow her fault. "You had a crappy design to start with, plus you got beaten up pretty good in the crash." At that, he turned to face her, his optics flashing as a thought occurred to him. "What were you doing in that closet, anyway?"

Flexing the claw-tipped paws, the batlike wings. What's happened to me? What am I? Memories fragmented, swirling away, eluding her grasp. Who am I? What's my name? Who am

So close, no matter how far
Couldn't be much more from the heart
Forever trust in who we are
And nothing else matters...

"Hey, 'Cat, whatcha listening to?"

Click. "Nothing..."

. . .

A chill, damp breeze, rustling the pine branches beneath a stormy gray sky, cool against her overheated plating. Chest heaving, body wracked with sobs. Run away. Escape. Hide. The humans...the Decepticons...someone will take you in, someone will help you...

Silence. The sound of the wind. A low rumble of distant thunder.

No one will help you. You are completely alone. You have nowhere to go.

Turning, slowly, footsteps wearily dragging. Going back. You cannot escape. You swore loyalty on

not a spy, I swear, I'm loyal to the Autobots...I'll prove it, just don't kill me, please..."

"Then swear loyalty before me, Autobot. Swear it upon the M

breaker? Or are you scared to take on someone who can actually fight back?"

Rolling over on her back, vision blurred by pain. Trailbreaker, standing over her prone body, turning to glare at a distant figure at the far end of the hall. "What's it to you, Bluestreak? You goin' soft on us?"

A sneer of contempt--but forced, not natural, not like all the others? "Nah. But if Prime finds out you were late to the briefing 'cause you were playing kick-the-cat, well, I wouldn't wanna be in your plating, that's for sure."

Trailbreaker frowning, his cohorts looking uncertain. Finally, a contemptuous "Ennh," a halfhearted kick in her direction that she managed to avoid. He was turning his back, walking away. They were leaving. They were leaving her alone.

Gathering up her datapads, trying to ignore the pain in her side, struggling to rise. Gazing towards Bluestreak with worshipful gratitude--but he wouldn't meet her gaze, he turned his face away--

A day like any other. Early afternoon, bright sunlight. The sound of birds outside the window. Walking down the corridor towards the hangar bay. The sound of distant voices, arguing. And other voices, crying, yelling, voices not Cybertronian, filled with terror. A door, ahead. The voices were behind the door.

No.

The door opening before her. Walking into the hangar. Stop. Turn around. Prowl was there, standing off to one side, arms crossed over his wide chest, frowning in obvious displeasure. Jazz and Sideswipe, side-by-side, rifles aimed at their prisoners. Run, get out, run, go, now...

The prisoners were human.

The prisoners were human.

NO!

What happened? What happened that day? Tell me, please...

You stowed away on board the Ark when it left Cybertron. You were badly injured in the crash. Some of your memory circuits were damaged. You couldn't remember your name when you woke, so you chose a new one.

Never opened myself this way, life is ours, we live it our way...

Wheeljack reconstructed you without your permission, gave you a new form, a predator with instincts you weren't prepared to handle.

Oh these words I don't just say, and nothing else matters...

When Prime discovered you...it was in Wheeljack's lab, he and Prowl, that's when he threatened you at gunpoint, you swore you weren't a spy...

Trust I seek, and I find in you...

He forced you to swear your loyalty...what did he want, what he make you do?

LEAVE ME ALONE!!

Wheeljack's lab. The orange light, bright and harsh. The Lord Prime, his gun barrel aimed straight at her head, the echoes of his last word hanging in the air. Wheeljack, pressed back against his lab table as if he would clamber over the top of it to get away. Prowl, hastily stepping back, his normally composed expression twisting into something...what? Shocked? Repulsed? Frightened?

"Prime," he hissed between clenched teeth, as if Prime had invoked some forbidden demon, spoken the name of a terrible and wrathful god.

Prime's stance didn't waver. He kept the gun pointed at her. "If she is loyal," he went on, his voice deceptively calm, "She must swear it so, using the words I have given."

A long silence, the sound of her own fuel roaring in her audio sensors, her pump threatening to hammer its way out of her chest. Then her own voice, weak and small, repeating the words that would seal her fate:

"I...

...swear...

...upon...

...the Matrix..."

Silence. The world froze.

Then Prime spoke, as nonchalantly as if nothing had happened. "That is a vow that will hold you." He lowered his gun, glared briefly at the cringing Wheeljack, then summoned Prowl. "Come. We have work to do." Then they left, and her ordeal was over.

Her ordeal had only begun.

The Matrix...

So it is true...it exists...the Autobot Matrix, the legendary embodiment of all that is evil...

No, no, no, I won't go there, never again, I want to be free, free...

. . .

You cannot escape. Your oath holds you by your very soul. You feel it, don't you, dragging you back, dragging you down...

Her footsteps slow and weary, tail dragging the rain-drenched forest floor, the rasping of the wind through the trees seeming to mock her every move, she would return again...and again and again...

The beating had finally ended. She lay curled in a corner, quivering with pain and fear, trying not to sob, knowing that if he heard, he'd only start again. She risked a glance up at the stocky, squarely-built mech, his brown and green camouflage discolored in the dim blue light. He took a step back, and his optics flashed a vicious blue in the near-darkness. Then Tarmac shook his head in disgust and spoke his parting words, the last thing she'd ever hear him say before she left Cybertron forever:

"I'm ashamed to call you my creation."

Then he turned and walked away, and the door slammed shut behind him.

She watched Bluestreak walk away. He didn't so much as glance back over his shoulder. Clutching her scattered datapads to her chest, her body quivering with the aftereffects of humiliation and terror, she struggled shakily to her feet. Bluestreak turned the far corner, and was gone from her sight.

Did you think he'd be your friend? Did you think he'd be the one who'd save you? You have no friends, MetalliCat. Haven't you realized that by now? How many more times must you learn that lesson, over and over again...

"What were you doing up there, anyway?"

MetalliCat looked down at her feet, shuffling them as she clutched the armful of pads even tighter. "Watching the birds," she admitted. She pointed to a flock of them high overhead, dark silhouettes against the smoky sky. "They're flying away from the fires."

"Nothing better to do, I suppose?" She squirmed uncomfortably at Mirage's sneering expression, his scathing tone. Her fragmented memories flashed back to a classroom on Cybertron, knowing the mech behind her was peering over her shoulder, copying her answers. But she hadn't cared; the fact that he paid attention to her at all was flattering.

He was speaking again. "How in the universe did you get assigned to this outpost? I don't remember you having any worthwhile abilities."

How could she explain it to him? The beatings...the pain...then when I first saw Optimus Prime, and thought he was the most magnificent being in the universe...I heard him speak of conquest, of our race's destiny, and felt a fire inside me that I'd never felt before...

I thought he'd be the one who'd save me...

She lowered her head, mumbled. "It's a long story."

Then she transformed and began to slink away. "That's right, get lost!" Mirage called gleefully. "And don't let me catch you lazing around again!"

I thought he'd be the one who'd save me...

You can't save me, Soundwave, let me go...

No! Whatever they did to you, whatever hell they put you through, I can free you. I can help you.

You don't know...Soundwave, there is worse to come, don't follow me there...

I can save you.

No, please, let me help...

What do you mean?

I...

Keepers of those flames, can't you feel your names, can't you hear your babies crying?

I don't understand...

A door, ahead. The voices were behind the door.

The door opened before her. She stepped into the hangar. Prowl was there, standing off to one side, arms crossed over his wide chest, frowning in obvious displeasure. Jazz and Sideswipe stood side-by-side, rifles aimed at their prisoners.

The prisoners were human. A pathetic collection of them, maybe ten, maybe twelve, dressed in shabby clothes, looking broken and defeated. A woman crouched beside a crying child, trying in vain to soothe his sobs as his voice rose in a piercing wail.

Standing over it all was the Lord Prime. He seemed distant, preoccupied. At first, he didn't appear to notice her. She shifted from one foot to the other in embarrassment at her unintended interruption. Quickly, she lowered her gaze at Prowl's disapproving glare. The other two Autobots ignored her entirely, keeping their guns firmly aimed at their prisoners. In slow motion, it seemed, Prime turned to face her. She stammered out an apology, backed away towards the door...

"Wait." She froze at Prime's order. "Come here."

She obeyed. Her steps dragged as if wading through heavy surf. The world around her distorted into sluggish fever-time. Everything slowed, then sped up again as Prime snapped an order at Sideswipe:

"Give me your weapon." The red Autobot looked briefly confused, but quickly handed it over. Prime pressed the rifle into her hands, and she staggered at its unaccustomed weight.

Prime gestured nonchalantly towards the humans. "Kill them."

But what if they should fall for someone's wicked way?

"W-what?"

"Kill them. Kill the humans." He pointed with the tip of his rifle towards the pitiful group, causing them to cry out and recoil in dismay. Then he whirled on her, advancing like an oncoming storm. She almost tripped over her own feet as she backed away. Optics flashing with wrath, Prime spat his words as he advanced, "You're completely useless as a warrior. You've never killed a single Decepticon. You've never harmed so much as an organic." He spit the last word like a filthy epithet.

"I've seen you. I've watched you. Stupid, useless errand-runner..." His optics were ablaze as his voice rose. "Cloud-headed, daydreaming, bird-watching liability, waste of energon, cowardly, stupid, worthless!"

Prime's final roar died away, echoing off into the silent reaches of the hangar. He loomed over the trembling female, who couldn't even raise her head to meet his gaze. None of the other Autobots dared to speak. "Kill them," he repeated one final time. "Now."

Hesitant, unwilling, MetalliCat shuffled over to the prisoners.

Straining to raise the weapon, she propped the butt of it against her left shoulder and struggled to get hold of the trigger with her right hand.

The humans only watched her with eyes already dead, devoid of all hope. The child's cries grew louder as his mother held him tight, no longer able to comfort him, or to stop her own tears. MetalliCat looked down the weapon's length, unable to hold the heavy rifle still, the tip of the barrel tracing uncertain arcs in the air.

Her finger tightened on the trigger.

Soundwave watched in horror, unable to believe it, unable to stop it.

The weapon clattered to the ground at her feet.

"No."

Silence. Then:

"What did you say?"

"No. I w-won't..." She took a long, shuddering breath, then turned to face him. Her gaze was steady as her green optics met Prime's blue ones. "I won't kill them. I won't do what you say any more. You...you have no more hold over me."

Silence. Even the child's cries had stopped.

Soundwave, his voice barely a whisper, pleaded, "MetalliCat, no..."

The Autobots were stunned at this insubordination. None of them could say so much as a word as their leader silently gazed down at the slender femme. Her body shook, but her defiant gaze did not waver as she stood her ground.

You have no more hold over me, her voice seemed to echo in the silence.

And though Prime neither moved nor spoke, his voice whispered back, But I do...

Prime's own weapon clattered heavily to the floor. His voice cracked through the silence like a whip. "Leave us."

Prowl's expression flickered through confusion before settling back into its indifferent mask. He gestured to the others, who seemed to startle out of some reverie, and herded the human prisoners from the room. The door closed behind them. Only Prime and MetalliCat remained; and a single Decepticon, a helpless presence, a silent ghost bearing witness to a long-forgotten crime.

The female knew she was about to die. Soundwave could see it in her eyes. She no longer feared death. You felt it was preferable to the hell of your existence...

Prime slowly turned, and looked right at Soundwave. "You don't know what hell is yet...Decepticon."

What? How...?

The color of the room began to change, shifting to an eerie, flickering blue. Prime slowly turned back to face MetalliCat, who stood frozen, expressionless, trapped in an inescapable moment. A cold white mist was seeping in from under the closed doors, creeping and billowing up the walls. Bluestreak entered through the closed door, walking through Soundwave like a phantom, passing by unseeing, not looking behind him. As he approached the rear door, he passed beneath a mangled carcass pinned against the ceiling. Clotted lumps of fuel in transparent runny liquid dripped from the body onto Bluestreak's face, running down over his mouth and dripping from his chin. He made no reaction, but passed intangibly through the door and was gone.

The temperature was dropping, dropping. The walls billowed with crawling mists as the corners of the room grew dark. But the blue glare only intensified, emanating from within Prime's chest, his window panels twin panes of azure light. MetalliCat stood before him, bathed in its glow, her violet coloring turned to dark indigo in the consuming fire. Soundwave took a step towards them, moving in slow motion, reaching out his hand.

Tarmac, his brown-and-green camouflage turned to the colors of an old bruise, sneered at these efforts from his lounging position against one wall. "Don't bother." he scoffed. "She was useless anyway." Slowly, slowly, Prime reached both hands towards the center of his chestplate. A crack of white light appeared down his chest as he started to pull the panels apart.

Another MetalliCat, her image transparent and wraithlike, stood on the other side of the pair. She stood watching Prime, watching Soundwave, watching herself. Soundwave took another step. His legs had grown so heavy he could barely move them. The second MetalliCat lowered her face to the ground, shoulders sagging as if in some great weariness. Smoke began to rise from her body, smoke from an invisible fire, burning her alive.

Prime pulled his chest panels farther apart. The wraith, half-obscured by billowing gray smoke, raised her face again. Her eyes were gone, gouged out in triangular pits, her face carved into the shape of the Autobot symbol, the mark of the condemned prisoner with no hope. Her mouth moved, and she spoke in Wheeljack's voice, "Don't bother." She twisted her mutilated face in a sneer, and said in Mirage's voice, "She was useless anyway."

The phantom female looked down again as the smoke consumed her, then dissipated to nothing. Prime reached out and seized MetalliCat's wrist.

Soundwave felt the grip tighten upon his wrist.

Prime pulled her hand to his chest.

Soundwave stumbled as he was pulled forward by an inexorable grip.

Prime held her/his wrist for a moment longer, his strength nearly breaking it. The blinding white glare came from inside his chest, flung wide before Soundwave's eyes, and from within Prime's helmet, blasting out through his optics, turning his face into the x-ray silhouette of a skull. Prime spoke, his voice echoing, the sound of a thousand voices, so loud it seemed to shatter the universe:

He forced his/her hand against something hard, something that burned...

...burned...

...everything...

...gone...

...No...

We are lost, gone, destroyed, consumed, empty, gone, it burns, help, save us, it burns...

Silence.

A sudden crack, as if the Earth had split in two, and everything went black.

Time passed in the silent darkness. A moment, a millennium; there was no way to tell.

Somewhere, a consciousness floated on the edge of the void. Drifting in and out, it wondered where it was, and how it had come to be there. Aware of nothing but a terrible sense of loss, it tried to remember, but failed...

Time passed. The formless thought-fragment felt the faint stirrings of anger, of defiance. It had lost something. It had to get it back. It had to go...somewhere, do something, see them again...who? Why can't I remember?

Who am I?

He knew he was someone, or had been. That much was certain. I think, therefore I am. He felt a brief flicker of irony at the thought. Vague memories, now, traces of emotion. I loved them. Whoever they were, I loved them more than my own life.

Then why did I leave them? Why am I here? Something was wrong. This place...wherever it was...was not where it was supposed to be. Concentrate. Focus. Remember.

Image and sound began to return, slowly. Laughter, soft and light. The touch of a small hand on his arm. The wonder of creation, the pride and joy of seeing them, knowing they were alive, he had brought them to life. My creations. He struggled to remember their names, their faces. Ravage. Rumble. Frenzy. The memories were clearer now; he held on to his determination, his innate strength. Laserbeak. Buzzsaw. Ratbat. And my friends, my comrades...the Decepticons.

There was light now, a formless glow that slowly changed from gray to white. He could hear now, as well...the beating of fuel pumps, the sound of air in a vent. I remember... He felt something solid beneath him; he was aware of his own body, down on hands and knees against a hard metal floor. This is the Decepticon medbay. I remember, I am...

"I am SOUNDWAVE!"

With a gasp, he raised his head sharply, then winced as the light assaulted his optic sensors. He was on the floor of the Decepticon medbay. It appeared exactly as when he'd last seen it, what seemed like a lifetime ago. His mind reeled with confusion and unanswered questions. What had he been doing here? And how long had he been gone? Looking back over his shoulder, he saw an empty diagnostic table, lit by a single light from above. He'd been helping someone...an Autobot. He remembered entering her mind in a desperate attempt to cure her madness; instead, it had nearly cost him his life.

Groaning, he lowered his head again, too weak and shaken to stand. The shards of MetalliCat's memories whirled in a mad dance through his own mind. It was the Autobot Matrix that had destroyed her soul, and tried to take his own as well. But somehow, he'd escaped. Soundwave realized, with a strange mix of fear and awe, that it had been the love for his creations that had brought him back. It had saved him...that, and his own determination and sheer stubborn will. His commander Megatron wasn't the only one who possessed this quality in abundance; perhaps that, Soundwave thought wryly, was why they'd never gotten along.

But where was MetalliCat now? And how much time had passed? He tried to mentally contact his cassettes, and was shocked to find he could not. When he reached out with his mind, he felt...nothing. It was as if he was the only being left in the universe. Shaking, he managed to brace himself up on one knee, but was still too weak to rise. Had his telepathic powers somehow been damaged by the attack? For a moment, when trapped in MetalliCat's memories, he himself had touched the Matrix in her place, and his soul had been pulled out of reality, and into hell...

Into hell.

...and he realized...

...I didn't escape...

The floor began to sizzle beneath him. Glancing down, he saw the metal around his hand starting to blacken and crumble. He jerked away and lurched to his feet as the scorchmarks spread with lightning speed, consuming the floor, eating away the walls. Reality buckled around him. The walls and ceiling of the medbay burned to swirling ash, with a loud hiss and a stink of charred metal.

Soundwave gazed in horror at his new surroundings. He saw a black, starless sky over a dark level plain that stretched in all directions. The ground was hard, but covered with a thin layer of acidic liquid; it burned the soles of his feet, and its acrid tang stung his olfactory sensors.

Feeling a wave of vertigo, he fought to stay upright. From somewhere close behind him, there was a soft fwoomph, as of flames suddenly springing to life. His shadow was thrown into sharp relief before him, dancing and wavering in the acid-coated ground. The uneven, flickering light from behind him was a vivid purple. And there was a sound, heavy, ponderous, mocking:

Clap. Clap. Clap.

He whirled in place, and flinched sharply at the glare of the flames, an eerie violet against the darkness. There was a dark shape in the center of the pyre; a monstrous throne, twisted and evil. It seemed formed from the mangled parts of Cybertronian carcasses. Flanked by a pair of wings near the top--one the car door of an Autobot, the other the wing of a Seeker--it was surmounted by a pair of skeletal hands, reaching towards the heavens as if in denied supplication. The throne's arms terminated in a pair of hollow-eyed skulls, and at its base writhed intestinal tubing and wiring, thrashing in the acid like flayed serpents.

The massive black figure on the throne finished applauding, then sat back and regarded him with an impassive green-eyed stare. Soundwave said nothing for several moments, then asked in hushed undertones: "Who are you?"

The voice that answered was distantly familiar, but distorted and overlaid with a thousand others: voices of pain, of hatred, of despair. "Do you not know?"

Soundwave lowered his head. The figure was heart-rendingly similar to the Autobot he'd befriended, but obscenely distorted into a parody of evil power. Its bulky frame was more androgynous than female; the heavy, booted feet and large, claw-tipped hands were surmounted by double rows of jutting black spikes. The dragonlike wings were flung forward over the chest like a black cloak. The helmet was larger and heavier, and the lower part of the face was covered by a faceplate. Like a Prime's, Soundwave realized. And the eyes...

The Decepticon sadly answered, "You're not her."

It--Soundwave refused to think of it as "she"--gave a brief, barked laugh. "No," it replied, voices dripping with contempt. "And yes. She is a part of us. A part of the One."

"You are the Matrix. Or...or some manifestation of it."

"We are all you can perceive of our greatness. Our true glory is beyond the grasp of your pathetic mind." The creature leaned forward again. It sharply clenched the skulls on the throne's arms, driving its clawed fingertips into the eye sockets--the hinged jaws dropped open in a silent scream--"We are Primus. We are Prima." Each word cracked like thunder, echoed like a portent of doom. "We are Prime Nova. We are Sentinel Prime." Each name was heavy with centuries of war and death; entire civilizations had fallen before each one. "We are Optimus Prime. We are the Matrix.

The last echoes of this dark litany died away into the void, leaving only the crackle and hiss of the violet flames. For a while, the pair faced each other in silence. Then Soundwave finally spoke. "I have come to save her." It wasn't a boast, or a threat, or a final plea in the face of destruction. It was a simple statement of fact.

The creature laughed at this, a sound like metal being shredded. "You will fail. You have already failed." Leaning back with a contemptuous air, its contours began to shift with a grating sound, like rusted metal scraping against itself. The black plating and spikes of the creature creaked and shifted as it re-arranged itself into a deformed caricature of Optimus Prime. Soundwave regarded this apparition as Prime's voice overlaid the others.

"Decepticon," sneered the black, misshaped Prime-image, drawing out every syllable as if the very taste of the word was vile. "The name suits you. Thieves, liars, cowards...striking from the shadows, scattering like insects from the light."

Soundwave lowered his head, shoulders sagging in apparent defeat. He felt despair settle upon him like a massive weight. How could he defeat such a thing? How could he face it alone? But even in the depths of his own fear and self-doubt, a slow realization crept over him:

I am not alone.

He had never been alone. Faintly, but with growing intensity, he could sense the presence of his cassette-creations. The bond between them was too deep to be severed by any distance or force. He couldn't hear them, not directly; but he could feel them nonetheless. They were there.

And more than that, he realized that all his kind, all Decepticons, were bound together by a common will and sense of purpose. They were the last vanguard against the forces of evil; the final light to withstand the ultimate darkness.

I can feel them, Soundwave thought, awestruck as comprehension slowly dawned. I can feel them all... Never before had he realized how deep his empathic powers tied him to those around him, how integral a part he was of them, and they of him. A new power seemed to rush through his fuel lines, filling him with courage and hope. We are connected. We are together. We are one...

Seeming oblivious to Soundwave's realization, the dark form shifted again, its parts sliding and blending in a revolting parody of transformation. This new figure was not one Soundwave recognized. It was male, with an oval helmet, angled triangular wings, and an outline of flames etched upon the wide chest. The voice changed again. "Your rebellion will be crushed, forgotten. This is the end of the road, Decepticon."

Soundwave barely noticed the creature's metamorphoses. His fuel pump hammered within him, but he struggled to remain calm, to conceal his thoughts as his soul rose within him. My children are seeking me, he realized. A great gulf lies between us, but they are reaching for me, trying to bring me home. He could feel the connection of his mind to theirs, like a thin line holding a drowning being to shore, saving him from being washed away.

The creature returned to its original shape, its form a grotesque violation of the female he'd come to save. As it did, the dark violet fire that surrounded it shifted color to a vile blue. The cobalt flames leapt higher, hissing and crackling, dancing into ghostly, mocking shapes. "All your hopes, all your dreams, are doomed to failure. And your children will die screaming, cursing your name before the end!"

Its ringing, triumphant proclamation died away into distant echoes. Soundwave kept his gaze downcast, his optic band dark as if in utter defeat. But his strength rose within him, a strength that was no longer his alone, but a whole far greater than the sum of its parts. The Matrix-beast seemed angered by the lack of response to its threats. It leaned forward, clawed hands tightening on the throne's arms, crinkling them like tinfoil. The blue fires lashed and writhed in concert with their master's rage. "Do you not hear us?" the creature demanded, its overlapping voices harsh and rasping as its tone rose in increasing fury. "You are beaten! You are forsaken! You are alone!"

No reply. Silence.

Slowly, Soundwave raised his head.

His hands clenched into fists.

His optic band flashed into brightness.

And he said:

"I am not alone."

The Decepticon insignia on his chest began to glow, faintly at first, then brighter and brighter, its brilliant purple standing out sharp and clear against the azure flames. Then a white light spread out from its center, enveloping Soundwave in a brilliant nimbus. He rose from the ground, spreading his arms wide, his voice calm and resonant as he went on: "I...am...never...alone."

The creature gave a snarl of mingled shock and pain, flinching away from the unexpected brilliance. Then it screamed in rage and drew itself up, flaring out the wings that had been draped forward over its torso. There was a gaping wound in the center of its chest, a hole that opened to nowhere, and blue flames spilled forth from inside it, crackling and writhing around the creature as its body began to fall to pieces.

The monster's assumed form began to rust and disintegrate into ash. A shadowy, demonic form that had been contained within it grew larger and larger, looming over Soundwave, a darkness that threatened to envelop his light. The horned shadow reached for him with clawed hands, and the gaping, fanged jaw dropped open, giving vent to a reverberating bellow of pure hatred.

Soundwave drew upon his own strength, the strength of his family, the strength of his race. Voice echoing, he declared: "I no longer fear you." The monster roared again, then sharply drew back from Soundwave's glowing corona, as if its fingers had been burned. "You face me now within the realm of the mind. All this...all of it," he insisted, voice growing louder as the raging monster reached for him again, "is within her mind. You do not exist! You have no power here!"

The spectral horned skull, backlit by raging blue flames, hovered before him, roaring in fury. Then it began to laugh. Hinge-like jaw dropping open with every syllable, each word a deafening crack, it said:

Glowing like a star, Soundwave lunged forward with a cry of defiance, plunging his hands into the center of the shadow's chest. He clenched his fists inside it, and poured forth all the strength of his will, all the power of his love, every strength and hope and joy that had sustained him and his kind in the face of all evil. The darkness exploded, ripping apart into a million pieces, flying away like black, shredded rags in the wind. The blue flames flared in a silent explosion, then died away into nothing.

Soundwave hovered a moment longer, his own light a brilliant beacon in the darkness. Then he gave a long, shuddering gasp as his frame slackened, and he thudded to the ground. The glow around him faded as he braced himself up on one knee. He felt weak and dizzy, but the ties to his creations remained strong. He could feel their joy at having found him, and the urgency of their summons. Come back, it seemed to say, without words. We will show you the way. Come back to us.

Wait, he thought back urgently, not knowing if they could hear him, hoping the strength of his feeling was enough. Looking around, he saw the sky of the mindscape around him beginning to lighten, as if with a promise of dawn. There is one more thing I must do. He felt their fear and concern, but he insisted, I came here for a purpose. I will not leave till it is fulfilled.

He rose to his feet. All around him was silent and still. The thin acid that covered the flat, hard ground still sloshed around his feet, burning and stinging. Above him, the sky faded to gray, lit by a few scattered stars. Soundwave allowed himself to hope, to believe...he would find her, he would save her, everything would all be all right...

Then the acid around his feet began to move, drawn away like a receding tide. He followed it with his gaze as it was drained away towards the distant horizon, marked with a low, dark line that hadn't been there before. He shielded his optic band and gazed into the distance. Something was rising, a line of darkness against the gray, blotting out the small, feeble stars as it grew higher and higher. The earth began to tremble beneath his feet. Something dark was rising, stretching from horizon to horizon, a rising wall of darkness, growing higher, larger, coming closer...

He could feel the wind against his face as the wall grew higher...no, not a wall, a wave, a towering wave of pure darkness, miles high, impossibly high, blotting out the sky, racing towards him across the shuddering ground...a rushing noise, growing to a roar, then a deafening scream, it was still growing, consuming the land, the sky, the noise shaking his body, loud enough to shatter him to pieces, the ground quaking violently beneath him, his children's voices screaming in his mind, Father, father, you must come to us, you must escape, now...

Looking up, he could see the wave of blackness curling over at the top, toppling forward, rushing and flowing like a billion tons of liquid obsidian stone...the crest of the wave flickering blue, not with foam, but with souls, the trapped essence of countless souls, caught within the wave for all eternity, their screams mingling with the onrushing roar as it grew closer...closer...

It was crashing towards him, toppling beneath its own impossible size, its inconceivable weight...the sound was so loud it obliterated all thought, but he stood his ground, he would not back down, he would not be moved...

Father...!

He looked straight up, straining his neck as he gazed up at the sky, blocked out by the raging crest of the wave, a million tons of darkness bearing down on him with a deafening scream of rage...

He looked...

He saw...

He saw her, trapped within the wave, trapped with all the others, coming towards him...

She was coming...

It was coming....

Closer...

He shot into the sky like a rocket as the wave came crashing down, impacting the ground with staggering force. The surging waves raged and frothed beneath him as the lifeline that tied him to reality lifted him up, pulling him away as he reached down for her...he saw her, she saw him, her hand reached up, reaching out to him, he reached down, he grabbed for her...

Their hands touched...

For an instant...

Then...

She was pulled away by the current, he was pulled up, away, he was losing her, she was drawn further away, pulled under by the waves, drowned beneath them, vanished into the darkness, she was gone...

Disbelieving, he looked down at his hand. It was empty. He had lost her.

The wave receded into a featureless darkness far below, everything was fading, he was being pulled away...he couldn't believe it, he couldn't have missed, couldn't have failed...but he had...

He had lost her. She was gone.

He fought against the inexorable pull, his ascension drawing him up and away, faster and faster, all sight disappearing in a blinding rush of wind, he fought, he clawed, he struggled, it was no use, he'd failed, I failed, you failed her, she's gone, she's GONE....

With a loud crack, reality snapped into being around him. A bright light blinded his optics as he hit the ground with a crash, landing hard on his back. He raised his hands to block out the light, his body shuddering with deep, wracking gasps. He could feel the hard, cold metal of the floor beneath his back, and the warmer metal of living plating as his creations clambered over him. Instinctively, he put his arms around them, feeling their minds and souls rush over him like warm liquid. But it couldn't reach the cold stone that had settled into the center of his soul.

He had failed.

They were all asking questions at once: Ravage concerned, Frenzy pleading, Ratbat hovering in the air demanding an explanation. Their words ran together with Starscream's, with Thundercracker's, as the Seekers leaned over him and tried to help him to his feet. Starscream ran a medscanner over him, shaking his head and swearing aloud, saying something about how he was lucky to be alive. He barely heard any of it.

Ravage looked up at him, large ruby optics blinking in concern. Father?

"I failed..."

Soundwave's body jerked violently, and the other Decepticons stepped back a pace in shock. His voice was wracked with despair as he babbled, "I failed, I failed, I..." He shuddered once more. "I..."

Then he gave a stricken cry, and collapsed to the ground as oblivion took him.

The night was almost spent, and the world lay still in the hours before dawn. Somewhere, in the darkness of a cell, an Autobot woke.

MetalliCat's green optics flickered on, twin lamps in the darkness. The female had been carried, limp and unresisting, to her cell by the pair of Seekers. They'd honestly believed she would never wake again, but had laid her gently down in a corner and left her to herself.

For a long time, she lay still. Then she darted her gaze back and forth, frowning slightly, puzzled by her surroundings. She ran her fingertips along the wall as if it reminded her of something, something she couldn't quite place. Then, slowly, she rolled over on one side and curled in on herself. For a moment, her face twisted in anguish. Softly, she began to sing, the words wrenched out as if by some great effort of will. "So...close...n-no matter h-how...how..."

She lost the thread of the song, and her optics flared as she giggled at nothing and kicked out sharply at the air. She transformed to her feline mode, the motion jerky and spasmodic, as if it wasn't entirely voluntary. Hissing repetitively, she lay on her side and ran her claws along the floor, leaving faint scratch-marks in the metal. Her tone became one of contempt and self-loathing: "It's n-not the same, but I'm to blame, it's plain to see-ee..."

She curled up in a tight ball with her tail across her muzzle, shaking slightly as she whisper-sang: "So go away, leave me alone, don't bother me..." Her voice trailed off into a single choked sob. Then she sighed, and her optics flickered out.

Morning came, though the Decepticon medbay had no windows to testify to the dawn. The room's interior remained dim, lights lowered out of respect for the patient laying motionless on the main table.

Soundwave's return to consciousness was slow and unwilling. Sensors shut down, he lay in darkness and silence, entombed in a void of his own making. His aimless thoughts wandered back to a time when Buzzsaw, not long after his creation, had worried that if he never turned his optics back on after shutdown, the world would go away. Soundwave remembered laughing fondly at his new cassette's naiveté, and assuring him that this was not the case. Now, however, he fervently wished that it was.

If the world never came back, I would not have to face what I've done...and what I have failed to do.

Although he knew he couldn't hide in stasis forever, he was unwilling to take that last step and return to life again. Despite the hours he'd spent in deep shutdown, Soundwave still felt utterly exhausted, drained both physically and mentally. It was as if he couldn't truly feel anything anymore, neither anger, nor joy, nor despair. All that was left to him was a deep, suffocating weariness.

Gradually, he became aware of the presence of his cassettes; all of them were near him, and asleep. He knew this without sight, or sound, and felt truly relieved to be near them again. But even this joy was tempered by a strange distance; he seemed separated from them somehow, in a way he'd never been before. It was like being on the other side of a glass wall, able to reach out but not touch; as if his ordeal had left him trapped between worlds, belonging to neither.

Now he could hear the low hum of the room's ventilators, the soft, steady beeping of a nearby monitor. Finally, his optic band flickered on, and he flinched briefly at the sudden light. After a moment of staring up at the medbay ceiling, he sat up, his movements stiff and labored, every joint grinding in protest. A dull, throbbing headache had asserted itself in the center of his forehead, and he rubbed at the spot with one hand as he cast his gaze around the dim, quiet room.

Ravage lay curled up on the floor beside the medtable, lithe and elegant even in sleep. In contrast, Rumble and Frenzy sprawled ungracefully on a low bench along one wall, mouths open and heads tilted back, snoring aloud in counterpoint with each other. Laserbeak and Buzzsaw perched side-by-side on a nearby bank of equipment, nestled with their heads together, each supporting each other's weight as they slumbered. Even Ratbat had stayed; the small bat, wrapped up in his own wings, hung above the doorway like an overripe fruit. Soundwave gave a mental smile at the sight, and sat for a while in silence, just looking at them.

There were no other Decepticons nearby that he could sense. Starscream and Thundercracker must have gone off duty, and the day's first shift not yet arrived. Soundwave felt a pang of guilt at the memory; Starscream, no doubt already exhausted from his day's labors, would still have stayed with him all night. Then he thought again of Ravage and the others...all those hours of waiting they must have suffered through, not understanding what had happened to him, not even knowing if he would live or die.

So much pain and fear, inflicted heedlessly on others in his mad, futile quest. And in the end, it had all been for nothing. The Autobot he'd tried so desperately to help was lost, far beyond any aid he could give. And he felt he himself had been tainted by the evil of the Matrix, like a black stain on his soul, a tangible darkness that would haunt him for a long time, perhaps even forever.

The thought chilled him to the core. Surely, he told himself, this was only the dark imagining of a traumatized mind. He would recover, given time; he could put it all behind him and go on with his life as it had been, free of the darkness...

Then, he saw a flicker of movement in the shadows.

The shadows were moving.

The room began to darken, and grow cold. The shadows grew, lengthening and pouring out like spilled blood. A low roaring noise grew louder, and became a voice, a thousand voices, laughing, laughing...

"NO!!"

Soundwave sat bolt upright, gripping the table's edge so hard his fingers gouged deep rifts in the metal. The room was as it had been; nothing had changed. On the floor, Ravage stirred in his sleep, his expression tightening as if in pain or fear. His paws twitched, like he was running from some unseen adversary. Buzzsaw gave a soft, fearful caw and shifted position, nestling himself further against his brother's side as if seeking reassurance.

Soundwave's fuel pump hammered inside his chest, so hard and fast that each beat caused him physical pain. He waited, listened, stretching out with his mind to seek out any trace of the evil presence. It was faint, distant, like a wisp of acrid smoke drifting by on a breeze...keeping its distance, hovering at the frayed edge of perception. The implicit threat was all too clear: We will never release you. You will never be free. They will never be free...

His body wracked with suppressed sobs, Soundwave bent almost double, head hanging low as he drew deep, shuddering breaths. Then, he grew quiet again. Slowly, he straightened up and stared straight ahead at nothing, his features an unreadable mask.

I could not save her.

His motions stiff and painful, Soundwave rose from the table. Dizzied briefly by the movement, he leaned back and supported himself against the table till he'd regained his equilibrium.

He took one final look at his sleeping children.

But I can still save you.

Then he stood, and quietly walked from the room.

Not far away, Starscream rubbed his face and wearily suppressed a yawn as he walked the long corridor, heading for his chambers and some much-deserved rest. Before leaving, he had offered to stay and work his normal full-day shift despite the night's ordeal. However, the other medtechs had made some not-entirely-jocular comments about his sanity, or lack thereof, and had firmly sent him packing. And, despite his goodhearted intentions, he was secretly relieved at the prospect of some shutdown. At least for a few hours, the weight of looking after Soundwave--and all the other burdens Starscream carried--would no longer be on his shoulders.

Gradually, he slowed his pace, then stopped as he realized where he was. He'd just passed a particular door, one he'd seen last night, when he and Thundercracker had taken the unconscious Autobot prisoner back to her cell. Frowning, he felt a brief, spiteful thought that it would be better for everyone, including her, if she never woke again. However, he quickly squelched the thought, chiding himself for his heartlessness.

Walking back, he hesitated for a moment, then pressed the side of his helmet against the door to listen. He heard nothing. Standing back, he darted a quick glance up and down the hall as if to make sure no one was watching, then reached for the door controls. He hesitated, pressed the button, then quickly pressed it again to stop the mechanism. The door jerked to a halt, leaving only a few feet of space between it and the floor.

Without a word, Starscream produced a small energon cube from an arm panel; this was his entire fuel allotment for the morning. He glanced back and forth again, then leaned down and quickly lobbed it under the door. He waited, but there was no response from within. He shrugged, made a sardonic face at his own expense, then pressed the controls again, with more finality this time. The door lowered and clanked into place, and Starscream continued on his way without a backwards glance.

Later that morning, Megatron and Soundwave sat in the commander's office, silently facing one another across the desk. Only yesterday, they had faced each other down, argued over the fate of a single prisoner, but it seemed like a lifetime had passed between them.

The silence was marred only by the quiet hum of the ventilators. Megatron made as if to speak, then closed his mouth again and looked down at the desk, shifting in his seat. Soundwave sat staring at nothing, neither moving nor speaking. He might as well have been some ancient relic, a statue carved from unliving stone. Frowning, Megatron realized what it was that had been troubling him since the moment the other had walked in the room. Normally, the empath seemed to bring an aura of calm and reassurance everywhere he went...even those without extraordinary perception could sense it. But now, there was...nothing. It was as if it were only a shell of Soundwave that faced him, not the Decepticon himself.

When Megatron finally spoke, his voice was quiet, but it broke the silence as surely as a gunshot. "So it's true, then." He neither expected nor received an answer.

Megatron continued in a weary tone. "My predecessor suspected the Autobots' leader possessed the legendary Matrix. But he never knew for certain." His expression grew distant, as if troubled by some ancient memory. "He entrusted me to keep his fears a secret. He didn't..." His voice trailed off, and he looked sharply away before going on. "...didn't want our forces to despair, to give up all hope of victory against such an evil."

Megatron sighed deeply, then looked at his silent companion. "Soundwave." Still there was no response. "They must never know."

"I know." The resonant voice, usually so rich with emotion, was flat and dead, the voice of a soulless machine. "That is why I must leave."

Megatron looked as if he were about to protest, but didn't. Eventually, he asked, "Where will you go?"

"I will go to Charr," the other replied. He still hadn't moved, not so much as a twitch, and wouldn't look his commander in the eye as he spoke. "I will assist in the rebuilding of the Peace Academy. I will instruct others in the skills we need to win this war."

At last, Soundwave turned to look Megatron in the face. His optic band flashed, the only show of emotion he'd evidenced so far. "They must be stopped."

Megatron paused. Finally, he said, "Yes." There really was nothing more to be added. Then a thought seemed to occur to him, and he asked, "Will the others go with you?"

Soundwave knew whom he meant. "Only Ratbat must join me. The others will remain here. They are needed, and I will not deprive you of...warriors." For an instant, the emotionless veneer slipped, and Soundwave looked away sharply as his hand trembled against the chair arm. When next he spoke, anguish cut through his voice like a knife. "They will not understand. And I...I cannot tell them why. This burden...these nightmares...must be mine to bear alone."

Megatron extended a hand as if to place it on Soundwave's arm. Then he thought better of it, and lowered it again. "They are strong, and brave," he assured. "They'll be all right."

At that, he turned around in his chair to gaze out the window. The sky outside was bright with the new day, the clouds of the previous night's storm dispersing in the morning's light. Megatron mused, almost to himself, "If I remain on this planet for a million of its years, I will never grow tired of seeing its star rise." With that, he turned back to his silent companion and asked, "What about the Autobot?"

"I will release her in the woods, where we found her." He paused, then wearily added, "She has nowhere else to go."

"You don't think she'll..."

"Return to them? Oh, yes." Soundwave's voice was laced with uncharacteristic bitterness. "She will be drawn to the source of her torment, like a moth to the flame. It will hold her till the day she dies, and perhaps even--" With that, he cut himself off, as if unwilling to give his darkest suspicions a voice.

Megatron nodded, knowing there was nothing more he could do, for either of them. "Whatever you feel is right, Soundwave. But I truly hope you will return to us soon."

"As do I, Commander." His tone was flat and formal again, all emotion suppressed. "May I have permission to leave?"

Megatron drew in a breath, then slowly let it out. His shoulders sagged, only slightly, as though wearied by the weight of an unseen burden. But he only nodded and said, "Dismissed."

The other Decepticon rose with a brief nod of acknowledgement, then turned and headed for the door. But before he reached it, Megatron called out, "Soundwave!"

He stopped, but didn't turn around. "Yes, Commander?"

"I'm sorry we've never been friends."

It was some moments before Soundwave replied. "It is I who regret that...Megatron." Then he turned to look back, and their optics met for a moment...perhaps in understanding, perhaps not. Then Soundwave turned and left the room, the door closing quietly behind him.

After the other had gone, Megatron sat in silence for a moment, his gaze distant. Then he shook himself from his reverie, picked up a datapad, and set to the day's tasks. The burdens of command left him time for neither recriminations nor regret.

Like Soundwave, he knew what it meant to be alone.

Outside the base, the morning sky was bright and clear, streaked with faint wisps of cloud. The cool, fresh breeze rustled the treetops in a gentle wave-like motion. Suddenly, the branches churned and bent in a sudden, strong wind as a shadow roared over them.

Soundwave flew low to the treetops, carrying his unresisting burden under one arm. He kept his scanners sharp for any signs of attack as MetalliCat looked all around them with simple curiosity. The cat shifted around in his grasp, trying to release her wings. Realizing what she was trying to do, he loosened his grip just enough for her to spread them wide. Her optics squeezed shut with pleasure as she flapped her tattered, useless wings, their torn edges rustling in the stiff breeze.

At least, one last time, she could pretend she was flying.

Soundwave spotted a break in the tree line up ahead, and angled his body towards it. Slowing to hover in place, he descended into the rocky clearing. A small cloud of dust spread out from beneath his feet as he landed. He scanned the area once again...no Autobots would find her today, of that he would make certain.

Satisfied that they were alone, he sat back on a jumbled heap of large boulders, still cradling her in the crook of his arm. They sat together for a long time, neither making any motion to leave. Once, he reached down to gently rub her head, as he might do for Ravage. She lowered her ears and grumbled at this treatment, but made no other protest.

Will you remember me, or anything I told you? he wondered, feeling the weight of heavy sorrow settle over him once again. In the days to come, will thoughts of me bring you comfort? Or pain? Or no feeling at all? He turned his gaze to the sky, and brooded over the fate to which he was abandoning her, sickened at the realization that he would probably never see her again. And yet... My heart tells me you may yet have some part to play, before the end. Whether for good or evil, I cannot tell.

Eventually, the cat mewled and squirmed in his grasp. Almost reluctantly, Soundwave released her.

MetalliCat dropped easily to all fours, sniffed briefly at the ground, then began to trot away. However, before she reached the edge of the clearing, she paused, then glanced back over her shoulder. The tip of her tail twitched as she regarded the Decepticon with a pensive air, as if wondering where she'd seen him before.

Finally, Soundwave spoke, his voice low and soft. "Goodbye, MetalliCat. I wish I..." He broke off and looked away. Then finally, he said in the barest whisper:

"I thought I'd be the one who'd save you."

She flicked an ear at his words, then turned and stared at him for several long moments, head cocked to one side. At last, slowly, she padded back to him. Soundwave's heart leaped inside him as the female approached, angling towards him cautiously as if suspecting he might lunge for her at any moment. Finally she stopped, lowered her head, and pressed her forehead to the side of his leg in a brief bump.

Then she whirled in place, scattering gravel beneath her paws, and raced away. In mere seconds, she disappeared from sight beneath the tree cover. Only the rustling of the undergrowth betrayed her passage as she grew ever more distant. Then all was still once more.

Soundwave was left alone, and sat looking after her for a long time. There was no sound but the quiet murmuring of the wind in the trees. I swore upon my soul that I would save you, he mused, an overpowering sense of failure welling up inside him, bitter and burning like acid in his throat. How fitting that my soul is the price I must pay.

He turned his gaze upwards, and stared at the sky as passing clouds threw mottled shadows across his face. The day grew warm as the sun climbed ever higher. Still Soundwave made no move to depart. The memories of the past few days whirled in his mind, fragmented and tempestuous.

The day he and his cassettes had captured her, never suspecting what lay ahead...the days spent in patient silence in her cell, enduring her hostility, waiting for a time when she would finally trust him...the moment when she first spoke...

And will your love save them, Decepticon?

The nightmares that haunted his sleep...the ultimatum that forced his fateful choice...

That is a bargain I will not make.

And finally, his plunge into the maelstrom of her mind, the memories that tortured her soul...and the dark hellfires of the Matrix.

You are alone.

He had stood fast against the most terrible evil in the universe, faced it down with all his strength, driven it back through the love of his family, the courage of his race. And yet, ultimately, in his own judgment, he had failed. And now, it was over.

Soundwave looked down at the ground, clenching his raised hand into a fist, hand trembling with barely contained rage and despair. Then, gradually, the shaking slowed, then stopped. He slowly unclenched his fist and lowered his hand to his side.

It is over.

A new destiny awaited him now, one he'd never foreseen. He looked up to the heavens, and uttered a silent prayer to he knew not whom. Please, watch over me now. Watch over us all.

Slowly, he rose to his feet, and wasted one more moment gazing at the forest that surrounded him. He didn't look for MetalliCat's return; he knew she wasn't coming back. Without a word, he fired his thrusters and rose gracefully into the air. He turned in the direction he'd come, and flew off towards the distant horizon, heading for home.

The day was nearing its end. A lithe feline form padded softly through the forest, her dark violet coloration reddened by the setting sun. Suddenly, she stopped in her tracks, and swiveled her ears back and forth. A look of intense concentration crossed her features. Lowering herself into a hunting crouch, she stalked forward, placing each paw with delicacy and care.

Finally, she peered out from the underbrush into a narrow clearing. There was a small, slender tree ahead, much younger than the tall conifers that surrounded it. In its uppermost branches, a noisy conclave of sparrows chattered and squawked, hopping from branch to branch and puffing up in mock threat. They had no inkling that they were no longer alone, until..

"BIRDS!!"

Instantly, the flock took wing and scattered. However, the one who had made this outburst seemed almost as startled by it as they were. MetalliCat sat up on her haunches with an expression of great perplexity, flattening one ear and lashing her tail back and forth.

The ragged outcast sat for a long time, lost in her own thoughts. Finally, a vague, wistful smile spread across her face, as if at some fond memory. She hummed a brief tune, then began to sing quietly. "And Iiiiii...thought that you would re-a-lize..."

Turning, she looked back in the direction from whence she'd come, and her body sagged slightly as her voice became sad, almost regretful. "That if I ran away from you, that you would want me too..."

Her voice trailed off, and she turned away again, lowering her head and staring down at her clawtips. She was silent and motionless for a long time. The sun had dipped below the horizon, and the sky began to grow dark. A wind picked up as the shadows grew deep, and the temperature dropped to a sudden chill.

MetalliCat chuckled, deep in her throat.

She slowly raised her head, and her slitted optics flashed a violent green in the gathering darkness. Her body quivered with suppressed laughter as she rasped out between clenched fangs:

She gave a sly, knowing smile. Rising to all fours, she started forward again, moving in an easy, liquid motion. MetalliCat was going back to the only home she had, drawn by the power of the Matrix...but also by a purpose known only to her.

The madness still churned in her mind, tormenting her as it would for the rest of her days. But buried inside, so deep as to be almost unreachable was a tiny knot of sanity, cold, hard, and unyielding.

The mad, tortured creature could no longer tell the passage of time, didn't know one day from the next, barely remembered who she was. But some primal part of her soul understood what had been done to her, and knew the author of her downfall.

The Matrix--and its bearer--still maintained its unbreakable hold on her. She would always be bound to it, but her return was not entirely against her will. She knew where she was going. And, thanks in part to a compassionate Decepticon who could never have foreseen what his actions would ultimately set in motion...

...she also knew why.

As she passed beneath the shadowing underbrush, her crooning song slowly died out of hearing. "You know...if you break my h