"There are things more precious than safety. Loyalty is better than logic, Hope is better than despair, And creation is better than destruction." --John Koenig,
"The AB Chrysalis" Space 1999

Cybertron; 9 million years B.P.

Life in Polyhex City was deteriorating rapidly, Soundwave reflected as he fired on the last of the retreating Autobot marauders. It had begun with isolated incidents along the outskirts of the province-the occasional raid, the odd liberation of a prison camp- but just recently had the insurgents dared to attack the capital city itself. For the longest time the civil war had restricted itself largely to the equatorial regions, giving those as far north as Polyhex a false sense of security. Even when the attacks began in the outer regions of Polyhex Province, Soundwave and the others at DeceptiTech Laboratories had viewed them with a sense of removed unreality-as something that would go no farther, and wouldn't dare to invade their day-to-day lives. When the hit-and-run attacks began in the city itself, the obvious could no longer be denied: the war had come to Polyhex. Perhaps not full-force and complete with clashing armadas-but war none the less, and every day the Autobots dared more and pushed farther inward.

Lord Straxus, Imperial Warlord of Polyhex and nominal Supreme Commander of the Decepticon forces, had wasted little time recruiting warriors for perimeter patrol, once the attacks began to creep closer to his own stronghold, Darkmount. He'd had plenty of Decepticons to choose from; certainly there was no lack of candidates from the prestigious War Academy that shared fame with DeceptiTech Laboratories and Watch Central as one of the entire planet's recognizable landmarks. But Straxus, with his usual lack of foresight, had insisted that *every* citizen of Polyhex City put in rotating shifts of perimeter patrol duty -- even those who were probably less-than-qualified. Soundwave himself had previous battle experience from years earlier -- the cannon he wore on his right shoulder bore mute testimony to that, even during the last few years of relative peace -- but looking around at the other members of his squadron, he could easily pick out those who had never known anything but civilian life. Some of them fired a few last ill-aimed shots after the Autobots who had vanished amidst the battle-damaged buildings.

Several eager young warriors, not yet graduated from the Academy, leapt forward to go after them. "Forget it," snapped Slicer, the officer in charge. "They're gone." Disgustedly he holstered his weapon and motioned to the squadron to continue on its former patrol course.

Soundwave followed the others, somewhat relieved that his more poorly-trained comrades had no more immediate cause to play with their laser guns. He thought it foolhardy, anyway, to press scientists, repaireons, technicians, archivists, and the like, into combat duty. As for himself, his old training came back to him quickly; he found he still had an aptitude for it, but no longer an appreciation. He was a scientist, not a warrior. As head of DeceptiTech Labs, he'd already had several clashes with Straxus over how the progressing research should be handled, and therefore thought it best *not* to voice his opinion about the patrol duty policy. As the weeks passed, whatever little respect he'd retained for Straxus had faded rapidly -- the warlord remained holed up in his fortress, leading by decree rather than example, and had not once led a single patrol squadron against the Autobot raiders.

Soundwave marched on with the others. They passed a collapsed transport ramp that was uncomfortably close to the heart of the city. A band of Autobots had hit it last week, and melted back into the night before the closest patrol unit could even get there. Looking at the shattered and partially-molten shards of the ramp, Soundwave came to a decision. Tonight, under cover of darkness, he was taking Celene and the kids and getting out of here.

She would protest, of course, at the notion of leaving behind the state-of-the-art research facilities where she had aspired to her greatest work. The leading expert on proximal and remote sensor-systems, Celene was dedicated to her research to the point of distraction. As long as she could immerse herself in her work, the outside world was barely real to her. She hardly took note of the recent hit-and-run skirmishes, except to protest indignantly when her shift at perimeter patrol came up. "Who does Straxus think he is, taking up my valuable research time by having me play toy soldier?" she had fumed. "How much of a threat can Autobots possibly be, anyway?" Soundwave had calmed her in the most effective possible way - by taking over her shift himself. *How much of a threat were the Autobots?* he mentally echoed her question. He'd had his own doubts at first, being wrapped up in the world of DeceptiTech himself - but since the initiation of the patrol shifts, he'd already seen more than he wanted.

He was not going to raise his family in a war zone. They would go north, perhaps to Celene's home city of Vestia, with its rather primitive research facilities. But they would be safe there, for a while at least. If necessary, Soundwave was prepared to keep moving indefinitely to stay out of reach of the spreading conflict. Regardless of Celene's arguments, they would set out tonight---

A massive explosion shattered the air and shuddered violently through the ground. Those warriors who were not thrown off their feet, including Soundwave, spun in alarm toward the source of the sound. The blast had taken place fairly close, just out of sight behind some of the taller buildings and spires. A huge column of black smoke poured into the golden afternoon sky, quickly joined by billows of white smoke that seemed to originate from secondary explosions that rapidly followed the first.

A surge of panic electrified Soundwave into action. Before the other warriors could even react, he sprang into the air and flew as fast as he could toward the blast site, weaving his way around spires and towers. The explosion couldn't have come from DeceptiTech, he tried to convince himself desperately, even as he knew, with a cold, horrible certainly, that it had. The location of the smoke columns, the continuous secondary explosions, made the source unmistakable.

He rounded the last obstructing building and was met by a seething inferno. Black, acrid smoke poured from every entrance, window, and air-access portal of the multiple interconnected buildings of DeceptiTech Labs, and out of many gaping openings that hadn't been part of the original design. As Soundwave landed and pushed his way to the forefront of the frantically milling crowd, an entire section of the complex collapsed in on itself. A blast of heat shot out toward the crowd, rippling the air, and Soundwave momentarily staggered back from it. Secondary explosions continued to rip through the inter-linked buildings as various weapons-labs and chemical stores went up.

Soundwave sent out his thoughts, telepathically searching for Celene. He almost blacked out from the excruciating pain and terror that met him in response. By all the Life Forces, she was *in* there...!

He bolted for the nearest entrance, blindly oblivious to the smoke and flames that boiled toward him.

Something caught his arms from behind and jerked him to an abrupt stop. Soundwave pulled frantically, struggled and kicked against the restraint behind him. The grip on his arms was like a vise and wouldn't budge. "No, Soundwave!" demanded a voice close to his audial sensor. It took him a moment to link that voice to Ultimus Maxim, one of his top scientists, who had grabbed him shortly before he could plunge into the burning building.

"Celene!" he cried, still trying to pull away. But Ultimus Maxim was a large, powerful Decepticon, considerably bigger than Soundwave, and his struggle was useless.

"She's dead already!" Maxim insisted. "Nothing could survive that. No sense in *your* dying too!"

She *was* dead. After Soundwave had felt her overwhelming pain and terror, her mind had blanked out like an extinguished light. She couldn't even know that Soundwave was with her at the end, as she was no telepath. Numb with shock, he slumped against Ultimus Maxim, who held him now only for support.

They stood for what seemed like an eternity, watching the laboratory complex consume itself in smoke and flame. When the damage-control units arrived and began to battle the blaze, Soundwave turned away. "How many got out?" he asked Maxim.

The big Decepticon was covered in black soot, with singed and partially molten armor. "Not many," he said gravely. "Just those of us who happened to be close to an exit. Electrovolt and Reflector and Blueshift and--" He broke off, fighting pain and anger. "All those lives," he said incredulously. "All that research. Celene. Soundwave, I'm so sorry--"

Soundwave pulled away from him. He couldn't deal with sympathy right now, nor with Celene's death.

He couldn't deal with it even hours later, when the damage-control crews had extinguished the flames, and began to sift through the rubble to look for bodies amidst the smoking wreckage.

* * *

Soundwave motioned the damage-control crew away and crouched down in the smoldering ruins. He stared expressionlessly at the body. This molten, twisted thing, with blackened eyes and an expression of horror still frozen on its face -- this could not possibly be Celene, with her bright-gold optics, who had been so full of vitality and passion. Numbly he reached out to touch a bit of the silver-white plating that had been charred almost black by the flames. His hand trembled. Beyond the engulfing numbness he sensed that he stood at the edge of a vast chasm of pain and despair. It would not take much to plunge him into that pit. But he fought it, clinging to the pain-deadening sensation of shock. He could not give in to grief. Not now. He still had responsibilities, now more than ever. But his optics dimmed and he could not bring himself to move, to leave her.

A choked gasp behind him brought him back to his senses. He turned to see Selenia standing amidst the wreckage, the very image of her mother, the silver-white plating glistening in the sunlight. An expression of horrified disbelief twisted her features into nearly a duplicate of Celene's. Her optics were huge and bright with horror, fixed on Celene's dead form. Soundwave rose quickly and went to her, trying to turn her away from the scene of carnage, but she felt rooted to the spot.

"I came when I heard about the explosion...." Her voice was a whisper and ended in an inarticulate cry. She began to shake violently.

Soundwave put his arm around her shoulders and gently, insistently, steered her away. "You should not be seeing this," he said.

They emerged from between the twisted metal of partially-standing walls, still radiating heat. Soundwave was surprised to see a small group of the surviving scientists still lingering around the ruins. Ultimus Maxim seemed to have taken charge of things, directing the damage control crews as they carried away what bodies they found, and guiding the other researchers who still hoped to pull something salvageable out of the debris.

All of them looked shaken and exhausted, and Soundwave was aware that he had been neglecting his duties as director of the laboratory. "Go home," he told them softly. "Rest. It falls to me to oversee all of this, not to you."

Ultimus Maxim shook his head. "No, Soundwave. You go home -- take your daughter out of here. DeceptiTech is gone now, and your responsibilities are to your creations. You've done so much for all of us ... now Blueshift and Quantum and I will take care of the final stages."

Soundwave was going to argue, but Selenia's shaking under his touch convinced him otherwise. He nodded silently and turned away, leaving the last remnants of the lab in the hands of the researchers with whom he'd worked for so many years, leaving many others who would never work again.

* * *

The Crystal Columns apartment complex was unscathed, glimmering in the evening sunlight as though no tragedy had occurred just a few blocks away. Without speaking, Soundwave and Selenia took the anti-grav lift up to the 25th floor, where the door to their residence slid back and let them enter.

Ravage melted out of the shadows to meet them in the entrance hall. "*I was at the Labs*", he sent to the two of them telepathically. "*I know what happened*". His thoughts were guarded, some great darkness concealed behind a mental curtain. Soundwave tasted the faint undercurrent of grief in his creation's telepathic whisper ... oh, he could easily forge past the flimsy barrier of mind and see for himself exactly what Ravage thought and experienced just now, but that was not his place; each of them had to deal with their loss in their own way. Ravage, proud and independent and already an accomplished traveler into a violent underworld of war that Selenia had never known, needed more than anything to retain the privacy of his own thoughts. Soundwave accorded him that respect, as always. For the briefest of moments he conveyed a sense of reassurance: *Whatever else happens, I am here; we will survive the rest together.* Then he pulled back and maintained telepathic conversation on the most superficial of surface levels.

Selenia crouched down on the floor next to Ravage and wrapped her arms around him, leaning against him. She had stopped trembling and had slipped into a sort of dazed apathy; she just sat there silently with Ravage, staring at nothing. Ravage leaned his head against her in attempted comfort, but his eyes were on Soundwave. "*What now?*" he wanted to know.

Soundwave glanced around the sparsely furnished rooms. The windows were situated so that light streamed in, giving the feel of warmth and color. The place might have been comfortable, if it had looked a little more lived-in. What furniture there was, was elegant and stylish, with no superfluous frills; the walls and floor sparkled, polished and dusted. Soundwave and Celene had practically lived at the lab, and the only rooms that looked inhabited were the computer room, littered with data cartridges, print- outs, and other take-home work -- and Selenia's room, cluttered with an adolescent's typical inability to keep her personal space in order. Soundwave almost expected to see Celene dart out of the maintenance chamber, hurriedly polishing a last dull spot on her helmet and proclaiming that she was late for work, hurriedly leaping out the air-access portal....

No. Celene would never again be late for work, and she would never again return to this place. Soundwave knew that he could not stay here either, where everything reminded him of how much effort they had put into their research, and how little time they had actually devoted to each other. And Polyhex was no longer safe. He had to think about Selenia and Ravage.

"We will go elsewhere," he said, though he was not sure where.

Ravage picked up on the uncertainty in his thoughts. "*There is only one place we can go now*", he responded, with a certainty that brought Soundwave to attention, even though he knew what Ravage would say, and knew he would disagree.

"*The equator.*"

"Impossible," Soundwave replied aloud. "Straight into the war zone? Look at your sister -- imagine *her* there."

Selenia's head came up, and her eyes regained some of their focus. "I can take care of myself," she said with the barest trace of indignation.

"*The whole *planet* is a war zone*," Ravage countered, as though Selenia had not spoken. "*We can no longer run from the conflict! We've got to join it, and we've got to join it on the winning side!*"

Soundwave sighed. He'd had this conversation with Ravage before. In recent years, Ravage had become more and more of a mystery to his family, often disappearing for months at a time. Soundwave knew that he often went to join the haphazard equatorial army of a regional warlord with whom he had somehow made contact. Soundwave knew of him -- Megatron -- he'd been famous in the State Games years ago, even fought in the Polyhex arena once or twice, where Soundwave had taken his family to enjoy an occasional afternoon of gladiatorial combat. He'd dropped out of the Games unexpectedly, though, and later re-surfaced as an ambitious territorial ruler. During the ever-shorter stretches when Ravage returned home, he'd tried to convince Soundwave and Celene to accompany him on his next trip, to meet this commander whom he thought so highly of -- to join into what Soundwave considered pure insanity. They had been safe here in Polyhex, after all.

"Your Megatron is only a minor warlord in a region that boasts half a hundred others, all fighting among themselves," Soundwave pointed out for the dozenth time. "How can you proclaim him to be 'the winning side'?"

Ravage disentangled himself from Selenia's loose embrace and leapt up onto a low cabinet, bringing himself closer to Soundwave's eye level. "He's not like any of the others," he insisted, speaking aloud on this rare occasion, his voice a low, soft growl. "He will rule the Decepticons some day, I guarantee it, and afterwards the whole planet. If we want to survive, we must stand with him and not against him!" Ravage's eyes burned with a conviction that Soundwave had seldom seen in him. "*You want to leave this place anyway,*" he continued, slipping back into telepathic mode, calmer, more persuasive. "*We may as well go to the equator, where I know there's a place for us. I don't want to stay here any more than you do.*" For a moment Ravage's control slipped, and Soundwave caught the sadness in his thoughts when his mind touched upon Celene.

Soundwave considered Selenia, who remained on the floor, watching Ravage with an odd intensity. How different her life would become, if they were to move so far away, into such a different world -- out of the only home she had ever known. Just a short while ago she'd been accepted at the War Academy; she'd been excited and happy, counting down the days until the start of her flight training. Would she even *want* to leave Polyhex?

She turned her gaze on Soundwave, her expression anguished and desperate. "Let's get the hell out of here," she whispered.

* * *

*South*, Ravage directed them, in the way he best liked to communicate with his creator: a mental touch, easy as a glance, a word, a concept, an image; *South, toward the scarred plains that stretched between the crumbling cities.* There, Ravage assured Soundwave again, lay their hope for the future.

They took the tunnel transport, the network of transparent tubes that criss-crossed Cybertron's underground like a vast, complex web ... generally running just below the surface, though sometimes diving quite some distance downward, or even running above ground alongside the skyways and overpasses. Insulated in their hulls of clear polymer, the long, cylindrical transport cars swished almost soundlessly though their passages, their courses precisely directed by computer control from central hubs in the largest cities ... though in outlying areas, the linkages often broke down and had to be directed manually. Through a system of failsafes and protective redundancies, it was actually rare that the high-speed tunnel cars collided; but more and more, tube travel became dangerous due to threat of terrorism and bombings.

It was, however, the fastest route across the planet barring a shuttleship, to which Soundwave had no immediate access. At the Polyhex tunnel station he boarded one of the cars with his creations and several dozen other Transformers. If not for the indefinable sense of tension hanging in the air, the buzz of conversation that was perhaps more muted than normal, the movements of the crowd that were a little more jerky and nervous than usual, it might have been a normal day like any other -- robots riding to work in the outlying areas, being transferred to new stations, visiting friends and relatives.

Soundwave found a compartment with three empty places, seated himself by the window, and tried to blend in with the crowd. For all anyone knew, he too was just travelling to work in the outskirts. Ravage was silent and unreadable, taking his place in the seat across from Soundwave and sitting statue-still by the window, his optics on the entrance to their compartment were others came and went at random. Selenia kept her head down and her eyes averted, sitting closely beside Soundwave. Her arms wrapped around herself, her right wing brushing almost, but not quite, against Soundwave's shoulder, she looked as though she had encapsulated herself off from the rest of the world. Soundwave reached to lightly touch her arm, but she flinched without looking up at him. How was he to tell his creations that if he had acted a day sooner on his concerns, their mother would be alive now and riding with them?

He noticed Ravage looking at him, and sensed the familiar brush of telepathic contact, a little less guarded, a little more open. There was no accusation in his gaze, no blame ... Ravage had seen his share of combat in his wanderings, and knew where the enemy lay. In Ravage's thoughts there was a tightly reigned undercurrent of hatred for the Autobots, a silent vow for revenge. More than that, Soundwave sensed in the link that Ravage for all his independence and outward composure, desperately needed his creator to maintain a calm equilibrium from which he could draw support. Soundwave determinedly filtered all traces of grief and uncertainty from his own thoughts -- there was no time for it anymore -- and sent Ravage a sense of reassurance, confidence, encouragement. In return Soundwave sensed the equivalent of a flicker of soft light from Ravage's thoughts, an honest gratitude, a bond of affection. Momentarily content, the robotic panther curled up on the seat and let his optics dim, though his audial and olfactory sensors remained on the alert.

Selenia had fallen into a restless sleep. Soundwave turned his attention to the rhythmic change of imagery that flashed past the window, and considered their future. They passed great cities, some protectively domed, some fallen into disrepair or damage, visible during the stretches that the tube ran at ground level. When underground, anything from barren plains to populated towns might have been streaming by above them, and there was no way to tell. On occasion the car seemed to shoot up into the empty night as the passage rose higher, the transparent roof showing a panorama of stars that spiraled past; then they would plunge into darkness again.

Soundwave noted that as the tunnel car slid southward, the composition of their fellow travelers changed. At each stop they consisted less and less of slightly nervous business- class passengers, and more of haunted refugees fleeing the war, and scarred mercenaries and polished professional soldiers heading into it. Soundwave looked around at his small family, allowing a flicker of concern to surface in his most private thoughts. Refugees, mercenaries ... weren't they, perhaps, a little of both?

Selenia moaned softly in her sleep, her hands twitching as though to ward something off. Soundwave reached out and put a hand on her shoulder, hoping to comfort her with the touch. Instead she started awake, casting about, disoriented, optics brilliant in horror.

"You are safe, Selenia," Soundwave assured her calmly. "I am here."

She stared at him blankly for a frozen instant, then flung herself into his arms, sobbing inconsolably. "Celene!" she cried, her voice muffled against his chest. "Oh Soundwave ... every time I dim my eyes I see her like that...."

"I know," Soundwave said very quietly as he held her. "So do I."

* * * [BEGIN FLASHBACK]

The silver-white female flyer stood in the doorway and peered a bit suspiciously into Soundwave's small, well-lit office.

"Come in, Celene," he beckoned her. "I have been looking forward to meeting you." Though his voice probably betrayed none of it to her, the words were more than professional courtesy; he had indeed been curious over this brilliant scientific mind whose work he had followed with such interest, and whose name seemed to evoke so many strong reactions in research circles.

She stepped inside, her movements controlled and tense as though geared for battle, her gaze direct and forceful. She barely glanced at the seat positioned conveniently before Soundwave's desk, even when he gestured to it, and instead took up a standing position behind the chair, from which she regarded Soundwave with steady golden optics. She nodded curtly, the faintest concession to cordiality. "Soundwave," she acknowledged. "I must admit I was a bit surprised to be summoned to the illustrious DeceptiTech Labs. After all, I've been working in the outlands at Xeratech and Trillennium Research. What could I possibly have to offer you, at the biggest research institute on the planet?"

"I believe you have a great deal to offer us," Soundwave replied. "Or else I would not have requested your transfer." He leaned forward slightly. "You see, I am most interested in your theories on nanotech and mircosensor technology, and how this might be tied into cerebral neurocircuitry in a living being. I know you have run the simulations, built simple symbolic models. The work should be taken to its next logical phase."

Her optics narrowed. "If you've been reading up on this stuff at all, you *know* what that would take. The resources, the energy, the trillions of nanocomponents. The years. Neither Xeratech nor Trillennium was willing to allocate the needed funds and lab space, no matter how much I harangued them. Instead they told me to set my sights lower, to 'apply myself to something useful.'"

Soundwave nodded. "I am aware of your ... difficulties ... with other research institutions." He had put it tactfully. She was about to be fired from Trillennium when Soundwave had her transferred, the director only too happy to be rid of her.

Celene's optics flashed bright for a moment. "Difficulties?" she demanded. "I'm trying to accomplish something that's never been done before -- an intelligent living sensor array with the ability to gather information and store it or send it back, to make decisions, to operate alone -- to infiltrate at will, to take what an enemy doesn't want you to know and to plant what you want them to believe -- now there is a weapon more deadly than a new cannon or a more finely- guided missile. Surely something that would be of interest to Decepticon High Command, what with all the paranoid talk of the Autobot threat rising again someday. And there are so many other applications -- imagine what we could learn about sensory systems alone! But I certainly can't work with a few scraps of semiconductors, a handful of left-over cerebral circuits, and a corner of a lab bench, least of all with some paper-pushing administrative type looking over my shoulder and telling me how to do my job." She glared at Soundwave pointedly, as though he represented the collective of every laboratory administrator she had ever clashed with.

He merely brightened his optics a bit in a smile, though he knew she could not read his expression. "I entirely agree with you," he said.

"What?" she responded, caught off-guard.

"Celene -- DeceptiTech employs 269 highly trained scientists and engineers. Supporting them are 783 skilled technicians. Each one of them has been screened for suitability, for what I believe they can offer to this institution, and by extension to the Decepticon species. Not only technical knowledge is important, but creativity, vision. Individuals with goals, with dreams. I do not believe in interfering in the natural creative drives of such individuals. There are ongoing projects to complete, of course, and the most suitable scientists must be assigned to each -- but within those constraints, there is often room for the unconventional. And when someone comes to me with an idea we had not previously considered, and it seems workable, it seems valuable -- then I will do my best to see that resources are allocated for its pursuit. I should like to think ... that you would find yourself at home in such an environment."

She listened, immobile, her expression wavering between suspicion and hope. Perhaps she had heard similar promises before.

Soundwave pushed his chair back from his desk and stood. "Come with me," he said.

She followed him out the door and into the spacious corridor. She cast the occasional doubtful glance at Soundwave, but said nothing, her optics flickering a bit in thought. Soundwave made no conversation either, but likewise cast an occasional glance at her, noting her reactions. Her gaze darted toward the smooth, polished metal walls with their many branching corridors, past the many doors to laboratories and storage rooms; she tilted her head to listen to the faint sounds of equipment and machinery that hummed behind some of the barriers. Though she was trying not to show it, she was a little awed by the size of the complex, and the numbers of scientists and technicians that passed them in the hall.

After a number of turns they reached their destination. A door like all the others slid back to admit them into a large room with multiple workbenches and complex equipment lining the shelves. Two Decepticons looked up from an energy-flow meter, one plated in an unadorned gray-green, the other in deep orange. The gray male nodded formally to Soundwave; the female smiled and said brightly, "Hi Soundwave."

"Greetings Nightstorm, Shrike," Soundwave addressed them in turn. He indicated the silver flyer beside him, who was more intent on taking in the lab than on its occupants. "This is Celene from Trillennium."

"Celene!" Shrike exclaimed, stepping forward and reaching to take Celene's hand and shake it in welcome, despite the fact that Celene had offered no such gesture. "I've been reading your micro-sensor theories. Fascinating stuff! It's so excellent that you'll be coming to work with us!"

Nightstorm nodded in agreement. Though he kept his usual reserve, he said, "I too look forward to working with you. I have long wondered if it was possible to enhance the scope of sensory technology to the degree you write of. Having reviewed the data at Soundwave's request, I believe it can be done."

Three identical little robots stepped out from behind one of the lab tables, one of them holding a datapad which he handed to Soundwave. "Everything's ready," the three of them said in unison. "The neurocircuitry coils, the nanochips, the particle filters -- as many as you want, in storage. Magnifiers, micro- welders, threshold-detectors--" two of the little robots gestured around the lab -- "all set up and ready to go."

"Well done, Reflector," Soundwave said to the three as he glanced at the datapad, and then passed it to Celene. "Here is a list of the supplies and equipment that is available to you. I believe you will find everything you need to begin work on a prototype. If additional items are needed as work progresses, I will see that they are made available. Shrike and Nightstorm are experts in sensory technology, and will be part of your team. Other individuals have expressed interest in working with you as well. Reflector will keep you supplied with materials and can familiarize you with the lay-out of the lab complex."

"And he'll lend a helping hand or six if you ask him," Shrike added with a grin.

"You will of course have complete autonomy as group-leader," Soundwave continued. "I require periodic updates on your progress, and of course if you have specific concerns, you may always come to me. Beyond that, you have use of whatever you require. I believe the facilities in this laboratory will be adequate to your needs." He looked at Celene appraisingly for a moment. "Provided you wish to work here."

Celene looked around the lab in amazement -- a spacious, clean, bright room stocked with the latest of modern equipment, of the type, Soundwave knew, that was not available at Trillennium or most of the smaller research outfits. Her optics flickered in astonished disbelief. With a determined effort she recovered her composure and said, "I think ... the facilities will be adequate, as you say." [END FLASHBACK]

* * *

The tunnel car came to an abrupt halt. Soundwave and Ravage were awake instantly, Selenia taking a bit longer to struggle upward from blissful unconsciousness as she was disturbed by Soundwave's motion. "What is it?" she murmured sleepily.

The heavily-armored Decepticon soldier who had been sharing the compartment with them, was on his feet already and headed outward. "'Bots must've blown out the tracks," he said over his shoulder, casting the three of them a dubious glance, as though noting that they were very out-of-place and questioning their ability to survive.

Ravage growled softly, but he was gone already.

"End of the line!" the tube-conductor shouted from somewhere near the front. "Everybody off!"

Soundwave kept hold of Selenia while Ravage walked very close beside him, and they followed the stream of passengers toward the exit hatch. The clear polymer of the tube was shattered into a jagged-edged opening, the ground a short distance below. Ravage leapt down lightly, while Soundwave put on a short burst of his flight engines, carrying Selenia along with him.

The other passengers, some muttering curses, disappeared around them into the dark alleyways between the rubble of buildings. The dimming starlight, the faint light of early pre-dawn, glinted on a jagged edge of the shattered travel tube above them, with the tunnel car hanging precariously half out of its passage. The remaining part of the tube, which should have led them further southward, was nowhere to be seen. Instead, half a building had collapsed in its path, the scent of cold explosive-residue and recent conflagration still tainting the cool, still air.

All was silence around them. Soundwave listened intently, but if there was anything living nearby, it was not moving. Which was entirely possible, of course. He remembered cities like this from his army days, shattered husks of what they once were, with the original inhabitants dead or gone -- cities that were now the realm of scavengers or half-starved battle units, who lurked in wait to fall upon anyone that crossed their path, to gut them for fuel and parts.

Ravage looked up at his creator, his optics glowing like red coals in the shadow of the travel tube. "*Megatron's forces are camped just outside of Diolyden*", he informed Soundwave. "*That's where we must go.*"

Soundwave checked his internal chronometer, calculated the time that had passed during their journey and the speed of the tunnel car, and pinpointed their current position. From there, he determined their continued course. He opened the hatch in his chest so that Ravage could transform and enter, sliding neatly into place as a compact data cartridge. He felt the merging of the neural linkages as Ravage patched himself in, in order to look out through his creator's eyes while they traveled. Soundwave took to the air, and Selenia, a shimmer of luminous white in the gray morning, transformed and flew alongside.

Over the next days they found it more advantageous to walk or hide out by day, so they were less visible from below and less likely to attract stray shots, and fly by night, so they were less likely to encounter trouble on the ground. While travelling on the ground, Soundwave would release Ravage, who scouted ahead and around them, sometimes returning with small fuel tanks full of energon. Soundwave did not question their origin, though the torn connections and dark stains on the surface told him all he needed to know. Somehow he could not manage to be greatly bothered; it was a matter of survival, and he could not bring himself to value the life of a wandering Neutral or a lost street urchin or a stray Autobot above the lives of his creations.

As he carried along the ungainly fuel tanks, Soundwave mused that there surely must be a way to condense the energon into a more portable and concentrated form; knowing the molecular structure of energon, he felt sure it could be achieved. But whether he would ever again have time for such pursuits, he did not know.

Once when they had stopped under the remains of a flightway to rest, breaking out a small container of energon, they were surprised by a big unmarked warrior who jolted out of the shadows and lunged for them, his optics fixed greedily on the energon and his weapon powering up to eliminate the competition. Soundwave's old battle training kicked in reflexively as he spun and fired a blast of brilliant plasma from his shoulder cannon, severing the attacker's head. The robot froze in mid-forward-rush for an instant, then collapsed, twitching and sparking. Soundwave calmly seated himself again and reached for the energon.

Selenia stared at him, aghast. She'd never seen her creator speak a harsh word, let alone use his shoulder cannon in this manner. She had in fact never given any thought to why Soundwave wore such a weapon to begin with, had only the vaguest inkling that he'd had a different life before she was built.

"He would have killed you for these few scraps of energon without a second thought," Soundwave explained. He sighed, and the harmonics of his voice softened. "You may as well grow accustomed to it. I dare say you will be seeing more of it, where we are going. Eat now. Do not be concerned. I will take care of everything."

* * * [BEGIN FLASHBACK]

Soundwave tended to arrive at the DeceptiTech complex early in the morning, some time before the other scientists came trickling in. This morning, however, he was surprised to see a small crowd lingering around the main entrance, made up of some of his top researchers and their most dedicated assistants. Even as he angled downward from the flightway, Soundwave could see that their expressions ranged from outrage to stunned disbelief. Something drastic had occurred. In the gray light of pre-dawn, he caught a flicker of silver-white, agitated movement among the others.

Celene stormed to the front of the group as Soundwave landed, and shoved a datapad in his direction. "What's the meaning of this?" she demanded.

Soundwave scrolled through the text, even as the others came crowding around him, all talking at once.

**" --shut us down now when we're this close-- "**

**" --does he think he is-- "**

**" --did you know about this-- "**

**" --what are we going to do-- "**

Soundwave allowed the tumult to break over him in silence as he read through the cancellation order from Straxus, which effectively pulled funding for 70% of the ongoing projects at DeceptiTech. His justification was that the expenditure of resources was bringing in too little return -- resources which were needed against the rising Autobot threat. Soundwave sighed inwardly. He'd seen this coming for a while now, but he'd been unwilling to compromise the integrity of what DeceptiTech stood for, by adapting the institution even further to Straxus' preferences and turning it into a productions plant for cheap weapons. The Decepticon Supreme Commander simply did not understand the processes and methods of science, and how thorough research in the present could pay off exponentially in the future. Straxus was a warlord who'd achieved his command status simply by being more powerful than all his opponents ... and while a leader needed power, he needed more than that, in Soundwave's opinion, if he was to achieve the order and prosperity that had long been promised to his species.

He looked up at the others and stood in silence. Gradually, their flustered questions and demands and implorations died down, until the group of them stood motionless in the first light of the dawn, all optics trained on him. Into the tense stillness he said simply, "I will take care of it." He handed the datapad to Ultimus Maxim standing next to him, and turned to take to the air, in the direction of Darkmount and an unscheduled audience with Straxus.

Take care of it he did, though it took many hours of patiently explaining to Straxus why each and every one of the projects he was shutting down, was going to be of benefit to him and to the Decepticon cause in the future. Finally the Supreme Commander relented and sent Soundwave on his way with most of DeceptiTech's funding restored ... his motives being by then more driven toward ridding himself of the calm and relentless voice of reason that countered his every pronouncement with irrefutable logic. Soundwave was not going to question Straxus' motives, as long as he could bring good news back to his waiting researchers. By the time he landed at the complex again, he'd worked out a way to stretch the new budget so that the cuts would barely be noticed. Somewhere near the top of the list of priorities, was Celene's Project Sensor-Spy. [END FLASHBACK]

* * *

They arrived at Megatron's camp on the outskirts of Diolyden at high noon. The equatorial sun was dazzling in its heat and brilliance, an intensity that was unknown in the higher latitudes, which underscored the unfamiliarity of their situation. Ravage led the way between the hastily-constructed shelters, moving with impunity past sentries and marginally attentive warriors. The sentries nodded to him in passing, some respectfully; obviously they knew him, and by extension anyone who traveled with him was accorded free passage.

The majority of the troops were gathered at the west end of the camp, their shouts and clamor leading the new arrivals right to them. As they drew close, Soundwave could see that they were intensely focused upon something. The clash of heavy bladed weaponry came from just beyond the assembly of warriors. Ravage slipped unnoticed between their legs and vanished into the crowd, but Soundwave had to shoulder his way as unobtrusively as possible between the others in order to get a view of what was going on. Selenia clung tightly to his arm and followed in his wake, casting occasional nervous glances around her. None of the others seemed to notice them, however, as they were intent on watching the combat being played out on the level plain just ahead.

Two impressive Decepticon warriors, one in blinding silver armor, the other in deep fiery red, swung massive bladed weapons at one another. Soundwave recognized the silver one instantly as Megatron -- the same battle stance, the same controlled power and surprising speed, even the same weapon, a tremendous, heavy, broad-bladed scimitar, that he had favored years ago in the State Games. The other, Soundwave did not recognize, but the two opponents were almost evenly matched in size and apparent strength. Both of them fought in the manner common to large and well- armored Transformers of great power, a style of attack that concentrated on straightforward brute-force frontal assault. The red Decepticon was bulkier and was using his additional weight to his advantage, though Megatron was faster and more likely to turn his opponent's moves against him. Judging from their multiple leaking slashes and cracked armor plates, as well as great gashes in the ground around them, the two had been at it for some time already.

The watching crowd cheered with each strike, apparently no longer caring who struck the blow as long as the impact shuddered the ground beneath their feet and the clash of metal rang out like the crash of a battering ram. One red-and-silver flyer who stood in the front row to Soundwave's right, watched the combat in absolute silence, his optics fixed on Megatron's every move. In his arms he held the massive black barrel of a fusion cannon, and he seemed to clutch it more tightly at every strike of axe and scimitar. He flinched when the red combatant followed up an axe-blow with a forward rush that threw Megatron completely off his feet. They went down in a cloud of dust. An instant later, Megatron was up again and swinging the scimitar in a hail of double- handed strikes that carried the force of his full power behind each blow ... driving his opponent back and then to the ground, continuing the relentless barrage, hacking downward savagely. It was as though Megatron had finally decided "enough of the game," and condescended to finish the job. Soundwave had seen him use this same tactic in the gladiatorial ring, stringing the inevitable victory along in order to make it look good.

But when the dust cleared, Megatron was crouched on the ground next to his dead opponent, clutching the imbedded scimitar for support as his optics flickered noticeably darker in exhaustion. This had been no gladiatorial game; he'd had to fight hard for this victory.

A tall shadowy figure, wrapped in long wings that trailed almost to the ground, stepped out from among the cheering crowd and approached Megatron. Almost instantly the red- and-silver flyer beside Soundwave shot into the air and came down between Megatron and the other robot, taking up a protective stance and glaring at the dark figure.

Soundwave's highly-tuned audial sensors picked up what only the flyer was meant to hear. "I don't need a bodyguard, Starscream," Megatron growled indignantly, and pulled himself up along the hilt of the scimitar. Starscream obligingly stepped aside, though he remained lingering nearby, keeping suspicious optics on the cloaked figure. Almost as an afterthought he handed Megatron the long black fusion cannon, which the silver Decepticon slipped back into place on his right arm.

Megatron too seemed suspicious of the black-and-gray robot, pointing at him with the tip of the scimitar and demanding, "Unfurl your wings, Shadowlord. Or I'll see for myself what you're hiding under there."

Shadowlord unwrapped the long cloak-like wings from around himself slowly and deliberately until they were curved fully out to both sides, his huge white eyes looking at Megatron in an expression almost of innocence. "I am unarmed, Megatron, as you can see."

"Of course," Megatron said. "Just like you had FireForge's best interests at heart when you maneuvered him into combat with me, I'm sure." He nudged the dead Decepticon at his feet as he spoke the name. "In any case, it's done. As subcommander you inherit his territory now that he's ... departed ... and in return, your loyalty and your troops are mine. Don't ever forget it." He cast a pointed look at his dead opponent, and then looked back to Shadowlord significantly.

"But of course," Shadowlord said smoothly. "I function for you and you alone." The barest hint of a smile curved his lips as he turned and re-joined a small waiting contingent of warriors, whom he led into the sky and out of the camp.

The other spectators had already drifted off, their entertainment concluded with the end of the battle. Megatron caught sight of Soundwave waiting quietly, with Ravage seated at his feet, and strode toward them. Selenia peered around shyly from behind Soundwave, still nervous and wary in this strange place. Soundwave sent her a sense of reassurance through their mental link, and then focused his attention on Megatron.

Despite his injuries, the leaking fuel drying in dark streaks across his plating, he moved easily, swinging the scimitar a bit, radiating a supreme confidence in his power and abilities. On close inspection the color of his armor was just a shade or two darker than Selenia's, his optics brilliant scarlet and intense, or perhaps just alight with the thrill of a recent kill. Soundwave sighed inwardly. A warlord sustained on combat prowess. Just like Straxus.

Megatron flickered a glance at Ravage, the barest trace of an acknowledgement, then regarded Soundwave. "So you are the one Ravage has told me so much about. Finally come to join us, have you? Excellent. We can use someone like you. I don't normally trust scientific types, but your creation is talented, and his word counts for something around here. He's served me well. Do likewise, and you'll be rewarded beyond your wildest imaginings -- when Cybertron is unified under *my* command!" His optics flashed bright for a moment.

Soundwave regarded the silver warlord a little dubiously, reminded of what Straxus had said of Megatron once during a conference: "An upstart who feeds his troops promises he can't possibly keep -- a megalomaniac with delusions of grandeur, who will one day come snapping at my heels to Polyhex and be squashed like an Insecticon." With a contemptuous flicker of his optics, he'd added the old proverb, refering to Megatron's less-than-illustrious city of origin: "Nothing good ever came out of Perihellia."

Megatron seemed barely to notice that Soundwave hadn't yet spoken one word, and instead looked up into the sky where the red- and-silver flyer, Starscream, had transformed to jet mode and was tracing elaborate spirals through the air. Angling sharply down, he put on a burst of speed and shot forward between two rows of makeshift barracks, nearly at ground-level so as to send warriors and sentries scrambling out of his way. Arrowing straight towards Megatron, he reversed thrust at the last possible moment, transforming as he did so, to land on his feet in a cloud of dust directly beside his commander. A mischievous grin played about his mouth and danced in his optics. He was barely older than Selenia.

Megatron looked at him and shook his head, faint amusement flickering in his eyes though he tried not to show it. "My Air Commander, Starscream," he said to Soundwave by way of formal introduction. "Showing off for the new arrivals ... or at least I *assume* that's what that dumb stunt was all about," he snapped in mock-irritation at Starscream, reaching out as though to swat him on the side of the helmet, but the flyer, apparently accustomed to this maneuver, danced neatly out of his reach.

"Going to have to be quicker than that, Leader," Starscream taunted playfully.

"Yeah, yeah. Next time I'll weld your wings on backwards and see you wreck havoc in my bivouac *then*," Megatron replied casually. He turned back to Soundwave. "You'll find my Subcommander, Shockwave, in the field headquarters in the white building. He'll give you your assignments, get you settled in. Probably start you off in repair bay, Ravage says you've got an aptitude there." As he spoke, he caught sight of Selenia peering cautiously out from behind Soundwave. The light in his optics changed a little; he tilted his head slightly, smiled at her.

Soundwave did not like the way Megatron looked at Selenia, and moved unobtrusively to shield her from view. After what she had been through lately, the last thing she needed was to be leered at by some uncultured warlord. To his amazement, though, he noticed that she was smiling shyly in return. He had not seen her smile since Celene's death.

"I think you're going to fit in nicely," Megatron decided, addressing Soundwave once more. He walked off into the camp, swinging the scimitar a little in one hand.

Starscream looked after him, a brief scowl crossing his features. Then he regarded Soundwave, his crimson optics narrowing a bit in disdain. "So you're the new medic, eh? Good. We can always use an extra repairs tech."

Soundwave did not bother to explain to Starscream, nor to Megatron, that repairs were only a small subset of what he might offer here.

* * * [BEGIN FLASHBACK]

Night. Soundwave was well aware that it was late, but for the last hours he'd been lost in his task, taking the welcome peace that came to the DeceptiTech complex after hours, and putting it to productive use. With methodical exactitude, he sorted and filtered the last week's activity reports that were generated by the many projects under his supervision, filing each one twice -- once in standard scientific format, instantly recognizable to Decepticon researchers all across the planet ... and once in a format that would be acceptable to Lord Straxus. He entered the last databit and saved his files, withdrawing the connection linkage back into the tip of his left index finger, and breaking his direct tie-in to the computer.

He allowed his thoughts to drift into a review of Project Sensor-Spy, the one that had grown most interesting to him. The fantastically complex task of enhancing sensory circuitry and tying it into the voluntary neurocircuits so that practically every micron of the resulting robot became a receptor for information, required many months of delicate work. With the proper equipment and resources, as well as enthusiastic assistants and Soundwave's typical hands-off approach to management, Celene had been able to construct the beginnings of a working prototype in far less time than she'd projected. As abrasive as she had been while first coming in, as much as she'd seen anyone in authority as an enemy, she none the less won the respect and dedication of her team very rapidly. Once she came to realize that she wasn't under constant threat of having her funding cut off, nor that arbitrary edicts from above were going to interfere with her work, she had settled down and become almost personable.

Soundwave often stopped by the sensor-spy lab to check on progress. He'd always had a fascination for how cerebral circuitry worked - - perhaps his telepathic abilities and self- taught training in repair work, pre-disposed him toward such an interest --- but he lacked the precise knowledge of how it all came together. In Celene's work he saw for the first time in great detail, the actual physical components upon which the complex mind of a Transformer was based.

Much as Celene initially bristled at his presence, once she came to realize that he was there not to criticize, demand, or hurry her along, but instead that he was genuinely interested, she began to readily answer his many questions. In the process of working on her task, she showed him step by step what each infinitesimal chip and wire was for, and why it had to fit together exactly just so ... and Soundwave would watch, and nod to himself, and seal the information away in his mind, never to be forgotten. In time, the lay-out of the grid and the arrangement of the datachips became intuitive to him, and it seemed only natural to pick up the tiny bits of circuitry and wire with needle-tipped tools, slip them carefully under the magnifier, and string them together with the micro-welder, all in their place.

The first time he'd attempted this, Celene had angrily demanded to know what he was doing, claiming that just because he was the lab director, didn't mean he could come in and try his hand at her work; in response he'd simply shown her a perfectly-strung sequence of parasympathetic relays. She stared at it speechlessly for a moment, and he filled the silence with "The basic circuitry is time- consuming work. If I assist, you are more free to assemble the experimental segments." So it happened that Soundwave came to be peripherally part of the sensor-spy team.

He smiled a bit at the memory as he dimmed the lights in his little office and stepped out into the corridor, making a final round of the complex before the short flight home. It had become habit, this last once-over to make sure that all was well. Occasionally he came across scientists or techs who had lost track of time in their pursuit, or were caught in the midst of some discovery, and labored at their workbenches, enjoying the peace and solitude. Soundwave was not in the habit of disturbing them. He would pause at the door, observe for a moment, nod to the individual if they happened to look up and catch sight of him, and then move on.

A light was on tonight in Celene's lab. Not unusual, as she was one who often stayed at her task well after everyone else had gone home. Soundwave paused at the door ... and then decided, just this once, to step inside. Celene looked up, startled to hear footfalls, her optics blazing bright gold for a moment.

"Oh, it's you," she said, relaxing again. "Surprised to see you about so late."

Soundwave came over to join her at the workbench, his optics flickering a little brighter in amusement. "We paper-pushing administrative types have responsibilities to meet too, you know."

Celene winced a little, averting her gaze. "I did call you that once, didn't I? Well how was I to know that you were a scientist forced to double as a bureaucrat rather than a bureaucrat who thought he knew something about science? That's all I'd ever run into before. Soundwave, I-" she took a breath and lifted her head, meeting his gaze steadily. "I'm sorry I misjudged you so badly in the beginning. You've been very good to me, to all the scientists here. You've fought for us, you understand what's important here, and your door is always open to deal with concerns. I shouldn't have categorized you before I even knew you."

"It is as you say, Celene -- you had never known anything else. It is understandable that you would have expected more of the same. I am pleased, however, that you seem content here now."

"Content!" Celene smiled. "You're the master of understatement. This is what I have always wanted to do with my life, *this*." She indicated the carefully arranged coils of neurocirciutry arranged on the table before her, the filamentous wires converging on the partially complete cerebral core which was hooked to sensory inputs and outputs, which in turn were constantly being monitored for power fluctuations by the bank of machinery set up around the circuits like a protective barrier. "When the body casing is complete and it comes on line, it's going to be able to tell us so much about the world it perceives, maybe knowing sensations that we can't even imagine. It's ... it's really going to be a living thing, that's slowly coming clear to me as I work on it."

She stepped away from the lab table and went to another, pulling a sheet of print-out from underneath several others, and beckoned Soundwave closer. "Here's the body casing we've settled on. Something that can get in and out of small spaces unseen and unheard, something that can defend itself if it has to, something small and agile and fierce. The body is a replica of a MechPanther, a rare and elusive predator that once existed on Cybertron ... though of course the mind will be so much more." She held the blueprint up for Soundwave to see, an outline of a sleek feline creature with gleaming fangs, retractable claws, and eyes like elongated diamonds. "Picture it in black," Celene said with a triumphant smile.

Soundwave nodded. "Most impressive. However, if I may make a suggestion--?"

Celene frowned at the blueprint as though wondering what changes Soundwave might make to the design.

Soundwave reached out and gently took the blueprint from her hand, placing it back on the table. "It is very late, and you have been here after hours every night for the past two weeks."

"How do you know th--"

"I know these things. My suggestion is that you give yourself the rest of the night off. And I shall do the same. There is an all-night refueling stop not far from here that serves excellent hot energon. I would be most pleased if you would agree to join me there."

Celene looked taken aback for a moment. Her gaze darted to the prototype cerebral circuitry, then to the litter of blueprints, then back to Soundwave, her gold optics flickering faintly. "I suppose I ... well this is rather ... yes, you know, I think I would enjoy that," she finished, the light in her optics steadying as she ended her words with a smile. [END FLASHBACK]

* * *

Repair bay was a tent set up on the inner perimeter of the bivouac, outfitted with several workbenches, tables, a row of converted recharge beds, and additional mattresses in storage that could be unfurled as resting places for patients when the existing spaces ran out. SkyDagger, one of the resident medics, had given Soundwave a brief overview of the facilities and equipment available (pitifully inadequate by DeceptiTech standards), and then left him to familiarize himself further while she saw to other matters. It was obvious that the repaireons here had done a lot with a little, stretching their minimal resources as far as they possibly could. Although there weren't many tools beyond the most basic of survival needs, all were kept in top condition, and all work surfaces were clean and accessible.

Ravage had disappeared into the camp to resume old contacts, but Selenia hovered around her creator excitedly as he looked through the storage bins of spare parts.

"Do you think he noticed me?" she asked for the third time.

*He noticed you, alright,* Soundwave thought to himself with faint annoyance as he riffled through replacement circuitry ranging from neural filaments to memory chips. Although he had raised much of his mental shielding, Selenia's insistent question whispered through the mental link between them. Finally he resigned himself and looked up from his inventory. Selenia was watching him expectantly. She was interested, alive, happy. So different from the withdrawn and terrified child who had made the journey from Polyhex.

"So what do you think of him?" she persisted, almost bouncing on the balls of her feet. "Talk to me, Soundwave!"

How to phrase it so as not to totally crush her adolescent infatuation, and with it the start of her healing process, while still discouraging her from actively pursuing a quest that could only end in sorrow? "I think ... that my powers of judgement are not currently at their best," he replied carefully, for this was undoubtedly the case. "Nevertheless, you must keep in mind, Selenia, that Megatron is a commander fighting a war, and one with certain ... ambitions ... and as such he has a great many responsibilities and concerns. I do not believe he would take time out for much ... distraction."

"Oh," she said, momentarily crestfallen. Then she brightened again. "But we don't really know that for sure yet, do we? I mean, we barely know him, still."

*Quite right*, Soundwave thought, and resolved to keep a surreptitious optic on Megatron in hopes of learning more.

* * * [BEGIN FLASHBACK]

It became ritual for them to stop at the refueling station after hours, to the point where they became a common sight to the servers: Soundwave and Celene at their table in an out-of-the-way corner, in the comfortably muted light, often spreading print-outs or datapads or bits of circuitry out on the table before them for discussion in the course of their meal. It happened that Celene would sometimes place her hand on Soundwave's forearm while making a point in conversation, and it happened on occasion that Soundwave would take her hands in his to calm her from some temperamental outburst, and in their way they grew close and comfortable with one another, though neither spoke of the matter. Their conversations centered around the project, always the project, which had since been redubbed "Project Ravage" by its designers in the realization that the prototype, once infused with life, would have a conscious identity, and as such, it would need a name.

"I've been worrying about something," Celene said one night after they'd both been in the lab many hours, Celene all day and then well into the night, and Soundwave after the complex quieted for the evening and his other duties were complete.

Soundwave regarded her calmly from across the table, enjoying his energon while he waited for her to continue.

"You know how we've been talking about what Ravage will experience once he comes on line -- well, what if his sensory modes are so far beyond ours that we have a hard time imagining what he perceives?"

Soundwave nodded. The closer the prototype had come to completion -- the more recognizable it became as a robot with the addition of endostructure and muscle cables and optic lenses -- the more the design team came to refer to it as "he" and "Ravage" rather than "it" and "the prototype." Soundwave had to admit that he felt a personal connection himself, with the mass of convoluted circuitry and endostructure that lay in wait in the laboratory, every day edging closer to being ready for the vital spark of life. He had seen the process of life-infusion a number of times -- in fact he had supervised it on several occasions at DeceptiTech as Decepticons with new and experimental functions were brought on line -- and there was always something compelling about it, something that drew him and kept him fascinated and wishing to be closer to it. With Ravage, he had built and installed components with his own hands, and perhaps that was why he wished to be present, at least in some capacity, when the first light flickered on in his eyes. It would be a most interesting experience....

"What if his perceptions are so different," Celene continued, breaking in on his thoughts, "that he can't even communicate what he senses? Think about this -- we've absolutely packed him, not only with recording equipment, but with audial, tactile, electromagnetic, chemical, olfactory, gravimetric, and night-spectrum scanners, and the ability to process the input from all of those senses at once. With his cloaking and damping fields, he may be able to go just about anywhere on the planet and bring back information on just about anything, but how's he going to convey it to us?"

Soundwave tilted his head in thought. "Yes, I see your concern," he said. "And it may be a valid one. He has a voice module, but whether it will even seem appropriate to him to converse in that manner, remains open to question. We will not know until we put him to the test, how well he can interface with standard playback equipment, even though he is designed for such. I believe your real question is whether his mind will be too alien to relate to."

"Right," Celene confirmed.

Soundwave smiled. "Do not be overly concerned. I suspect that I will be able to reach him, if necessary guide him toward easy communication with others. I have ... some experience in these matters."

"Oh?" she reached for her chalice of energon, regarding him curiously.

"I am a telepath, Celene. Were you unaware of that? I know the subject has never come up in conversation, but most of your co- workers know--" He stopped upon seeing the look on her face. The energon chalice had frozen halfway to her lips, her mouth slightly open as though to take a sip, her optics fixed on him in a look of pure horror.

Slowly she put the chalice back down and pushed herself back from the table. "You're a telepath," she repeated, barely above a whisper. Then her optics flashed bright as she continued in a louder, more openly angry tone, "So *that's* how you were able to manipulate me into taking the post at DeceptiTech -- by looking into my mind, pulling out the very things that you could best bribe me with, and innocuously offering them to me as though it was a coincidence! Is that what's going on *here* too, Soundwave? Did you monitor my thoughts and decide that my curiosity about you, made me vulnerable to exploitation, and so you pursued that as well? What's your real motive? Perhaps to end up in control of Project Ravage yourself??!" She'd risen from her chair as she spoke, staring at Soundwave as though he were some horrific monster that might leap up and dismember her at any moment, one that she was slowly backing away from rather than risking any sudden moves.

Soundwave regarded her in complete amazement. "Celene, I can assure you that I would never violate the privacy of an individual's mind without dire cause, and I have most certainly never scanned you. Or else surely I would have known the outcome of revealing my ability to you--" But she was gone already, bolting for the door past surprised waiters and somewhat irritated customers.

Soundwave looked after her, stunned. He'd experienced a variety of reactions to his telepathic ability, and while he'd never gone out of his way to advertise the fact, he had never seen fit to keep it a secret either; it was simply part of who he was. During his days in the battle units, his comrades had sometimes regarded him with initial suspicion as they wondered, like Celene, whether he was helping himself to their innermost thoughts and using them to his own ends. But even those who steered clear of him for a while, eventually came to realize that his word of honor was inviolate -- that, if he claimed he was not invading their privacy, then they could be certain of the truth of his words. Eventually, most of his associates came to regard the ability as practically normal -- a talent that was useful in its place, like any other.

A response like this, he had never gotten nor expected. Upon reviewing the matter, he realized it was perhaps inevitable that someone would eventually react with more revulsion than most ... but he would never have thought it would be Celene. He felt an unexpectedly sharp stab of disappointment. For a highly-trained telepath and someone who had always considered himself an accurate judge of character, it was not a situation he had imagined ever to find himself in.

* * *

He circled the skyways of Polyhex for the rest of the night, and came in early the next morning to find her waiting for him in his office, downcast and contrite. "I did it again, didn't I?" she burst out before he could even say anything. "I made a judgement on the barest amount of information, and didn't stop to think about the truth. There's plenty of things you might have taken advantage of or goaded me with, if you really were riffling through my thoughts like a common lecher. You could have maneuvered Project Ravage out from under me months ago if that had been your intent, and yet at every turn you were supportive and encouraging. Not just to me, but to everyone I've seen you interact with. I'm disgusted with myself, that I was willing to throw away everything I've come to know about you, on the weight of one revelation and my own preconceptions about it.

"The only thing I can say in my defense ... is that my life has been the Project for the better part of a year, and while I've loved every moment of it, the late nights and intense hours have taken their toll on my good judgement. As we close in on the end, I've worried about all the thousands of little things that might go wrong. I've worried about the major things that might go wrong -- funding cuts, priority shifts, someone else taking over -- that the floor would be pulled out from under me at the last moment, that I would be so close to seeing my work complete, and then facing emptiness. And then ... this is a terrible thing to admit, Soundwave ... then I've worried that perhaps Ravage would come to life and only you would be able to speak to him, closing me off from him altogether." She ventured a glance up at him, and then lowered her head, unable to meet his gaze.

Soundwave brought two fingers gently up under her chin, urging her to look at him. "Celene," he said quietly, "there are solutions to every problem. Ravage will have a great deal to tell the world, and a great deal to tell you, his creator. It is entirely possible that it will take a telepath to fully communicate with him. But that does not mean that his messages will be lost. Now here is an option. Tell me what you think of it. Ravage is designed to transform into a data cartridge. My internal circuitry is designed to record, process, encode and decode information of many sorts. One of the storage devices I can make use of, is a standard data cartridge. With some internal alteration, Ravage and I could link directly, and I could translate anything he might wish to convey. It sounds complicated and awkward at first, but consider it a prototype association, something that may serve as a model for new ways to apply the sensor-spy technology. A test of how well one might make use of the element of teamwork in this concept, in order to enhance its future uses even further."

Celene's golden optics went bright with amazement. "You would undergo a structural alteration for this project? It's that important to you?"

Soundwave's optics brightened a bit in a smile. "I realize you are no telepath, Celene ... but I would have thought it would be apparent to you by now." [END FLASHBACK]

* * *

Soundwave heard their conversation from some distance away as he approached the field headquarters, its flimsy aluminum walls letting sound pass through almost unimpeded. "Just because you've got the hots for his daughter," Starscream was saying, "you bump him up in rank and put him in charge of communications?"

"Don't be absurd, Starscream," Megatron replied, his tone tolerant and a little bored more so than annoyed. "I put him in charge of communications because I've reviewed his records -- he served under Thresher starting in 26671, and then Shatterstar afterward when they re-took Polyhex, and he's got a list of commendations *this* long -- decryption of enemy transmissions that no one else could crack, encryption codes that it took the Autobots years to figure out, messages transmitted intact through conditions where shouted words from someone standing next to you would have gotten lost, you name it. I'll be damned if I bury him in repairs when he could be this useful at the com station."

"Okay okay, I get your point," Starscream said. Then he laughed, and pestered, "So tell me about Selenia. I've seen you look at her."

Soundwave slowed his steps a bit, curious to hear the reply, and equally curious that Megatron had a working knowledge of recent history, something that most regional warlords couldn't be bothered with. Each one commonly thought he had invented modern battle tactics as they stood -- and as for accessing records on underlings, they typically left that to some low-ranked lackey and then barely deigned to listen to the resulting report.

"I look at plenty of females," Megatron grumbled in response to Starscream.

"Heh, sure, but this one hasn't conveniently thrown herself at your feet yet. What are you going to do about that?"

"Oh get *out* of here, Starscream, and leave me alone, I've got things to do," Megatron growled with a trace of irritation.

Soundwave continued more rapidly, not feeling right about using his enhanced abilities to overhear private conversation, even if it did concern his daughter. He would say this much for Megatron, while he had thrown more than a passing glance in Selenia's direction over the last week, he hadn't yet tried to use his command position to take advantage of her adulation ... much to Selenia's disappointment.

Soundwave entered the headquarters building, a makeshift structure of metal siding that housed cobbled-together computer equipment. Datapads and written plans were scattered about on the huge table at which Megatron and his command staff held their meetings ... though from Soundwave's observation, Megatron's version of a "formal staff meeting" tended to be a quick consultation with Shockwave or Starscream somewhere between one battle and the next, and the headquarters building was more of a private retreat for him, where he withdrew when he wanted to make undisturbed plans. Starscream apparently was always welcome, but Soundwave knew he was intruding.

He considered briefly how to properly address his current leader. Most regional warlords cherished overblown and pretentious titles, though even the lowliest of Megatron's underlings seemed to most often address him just by his name. This, however, seemed a privilege of familiarity that Soundwave, as a new arrival, did not feel at liberty to take. "Commander," Soundwave finally selected as a greeting, inclining his head toward Megatron slightly. "My apologies for disturbing you."

Megatron leaned back in his chair at the computer terminal and smirked slightly, whether out of amusement over Soundwave's formal mode of address, or over Starscream's conversation, was difficult to tell. "Come in, Soundwave. We were just-- that is, Starscream was just leaving." He shot a pointed glare at Starscream, who had not budged from his place at the edge of the conference table, letting his legs dangle down over the edge.

"I was?" he asked in surprise.

"You were," Megatron confirmed.

Starscream reluctantly slid off the edge of the table and sidled past Soundwave out the door, glowering at him as he went past.

"You need not have dismissed Starscream on my account," Soundwave said.

"You wouldn't show up here unless it was something important," Megatron said. "I know because I've been watching you. Besides, Starscream was talking nonsense. Great kid, but there's only so much of that I can take at a time." Megatron dismissed the subject with a motion of his hand. "Anyway -- what have you got for me?"

"It concerns the satellite link on the communications station, and the encryption code generator that functions during enemy surveillance. There is a way to change the wavelength of transmission so that the Autobots will have difficulty intercepting the signal in the first place. I merely require your permission to implement the changes."

Megatron regarded him intently for a moment, then said, "Show me."

Faintly surprised that the warlord would even take an interest in such mundane matters, Soundwave nodded, and led the way to the communications station. The main access panel was already removed, and he pointed out precisely what he intended to do, beginning in simple terminology, but Megatron quickly interrupted him with a very pointed technical question. Surprised again, Soundwave obliged with an equally technical answer. They spent the rest of the afternoon this way, Soundwave rewiring the transceiver and explaining each step of it to Megatron, who listened with great interest and seemed to have no trouble keeping up with the details.

Soundwave was forced to revise his initial evaluation. This was no Straxus. It was obvious that Megatron had no formal training in science and engineering, but what he lacked in education he made up for with an almost instinctive understanding of the workings of complex technology, and an overriding desire to learn more. Several times the conversation sidled away from communications systems; Megatron was particularly interested in weapons design, and mentioned several half-formed theories on how existing weaponry might be made more efficient -- bigger, better, more destructive. "We'll have to get together on this sometime, build some prototypes," he said, his optics flickering bright scarlet with enthusiasm.

Soundwave looked dubious. "Some of what you propose," he said cautiously, "has not been attempted before."

"Then it's about time somebody got to it," Megatron replied. "I know some of this stuff can work. All I need is for a scientist -- someone like you, for instance -- to check over the details."

Soundwave sensed a change in Megatron suddenly, something closing down, some line of communication severed, as though the silver warlord regretted the easy exchange of ideas over the last few hours, which Soundwave had found himself quite enjoying.

Soundwave looked up questioningly. Megatron had drawn back, watching him with a strangely mistrustful expression. With upgrades to the com station complete, Soundwave fit the access panel back into place and then stood. "Is there some other manner in which I can assist you, Commander?" he asked, puzzled now over what had brought on this sudden cold distance that he perceived.

Megatron's fiery scarlet optics darkened perceptibly. "You ran DeceptiTech Labs in Polyhex, as I understand."

"Affirmative."

The next question was almost hesitant. "Did you ever work with a scientist named Sigma Drakona?"

Soundwave tilted his head slightly. "She was employed at DeceptiTech for a while. However, nobody worked *with* Sigma Drakona. One either worked for her, or worked against her. Unfortunately for her, I worked against her."

"Explain."

"She felt she stood outside the rules. She was a risk to everyone near her. She continuously tyrannized her team into completing dangerous and unauthorized research. When a sustained chain reaction in her lab got out of hand and exploded, killing two of the attending scientists, I sent her on her way. She next went to the research facility of a weapons manufacturer, where she was subsequently killed in a mysterious explosion that destroyed the entire complex." Soundwave regarded Megatron curiously. It was not his place to inquire about this unexpected line of inquiry, and yet Megatron had seemed so conversational for the last few hours, so approachable in a way that Soundwave would not have expected, that he chanced the question, despite the inexplicable change in manner just now: "Why do you ask?"

Megatron's darkened optics flashed bright again. "None of your concern," he snapped, and turned to stalk off, leaving Soundwave utterly perplexed.

* * * [BEGIN FLASHBACK]

The laboratory that had always been so brightly lit, so clean and sterile and orderly, was now softly illuminated in a dim, muted light. The temperature had been raised a bit, the clutter of intimidating microcircuitry tools and welders had been returned to storage, and the looming hulks of the conductance meters and feedback receptors had been banished to distant corners of the room. Even the other lab benches had been pushed back slightly, to clear a space around the table in the center, where the entire room seemed to come to a focal point.

Ravage lay on the table as though he were resting comfortably and yet still alert to his surroundings, a sleek, compact figure in deep black and matte silver. His head rested on his outstretched forepaws, his hind legs were tucked up against him, his ears were pricked as though listening for the faintest sound. Only his optics remained dark, the slanted diamonds of the lenses opaque in a deep ruby red.

Soundwave watched as Celene made the last connections to the activation ports in center of Ravage's forehead, and strung the silvery cables outward around him like a web. Then she moved with deliberate steps around the table and took up her place near Ravage's head. She looked around at the other scientists who had been part of her team, who had worked on this project for so many months, regarding each of them in turn: the microsensor specialists, the nanochip engineers, the cloaking technology experts. Finally she sought out Soundwave, who had taken up a position opposite her. She held his gaze for a long moment, and then smiled. "I believe we're ready," she whispered, as though any louder sound would break the reverence of this moment.

Soundwave and the other Decepticons reached down, each picking up the nearest silver infusion cable. Access ports in helmets slid open, cables were connected up ... and Soundwave found himself lost in a dazzle of sensation. He detected very clearly the individual minds that were there all around him, each one with its unique "voice" and "touch"; he followed along as the others experienced a faint taste of what a telepathic surface scan was like, linked to one another as they were and suddenly knowing each other without putting it into words. He himself was familiar with the sensation, of course, but there was something more here, something which was new to him. He could literally trace the path of pulses of glowing life-energy that converged from the surrounding robots and toward the still form in the center, that loomed in his consciousness like a black-body, absorbing all power. Instinctively knowing how it was done, he transmitted life-energy of his own, adding it to that of the others, all the while observing every moment even as he experienced it, for permanent storage in his memory banks.

A shiver of delight and amazement as the faint whisper of a new consciousness came to him, something hungrily drawing in the energy being sent to it, eager for more, lapping it up and coalescing into incipient sentience. Soundwave mentally glanced around at the others. No, they hadn't noticed it yet. He sent the new consciousness an additional surge of energy, and the eager new mind leapt upward, followed the trail of input and reached out to his thoughts....

"*Welcome, Ravage*", he sent, conveying a sense of assurance and affection.

"*Greetings ... Soundwave?*" the other sent back, a little uncertainly, though the words were steeped in trust and wonder. Although still gaining full awareness, there was already the framework of personality in the new consciousness -- bold and independent and ravenous for whatever sensations its multiple sensory inputs could bring it. All the other details would be filled in by experience.

Soundwave felt an unexpected kaleidoscope of emotions as the new consciousness reached out to him in a way that only fellow telepaths had done previously, but this was much more personal, much more intimate, much more important. Pride and protectiveness, devotion and responsibility, the panorama of future possibilities, chased themselves through Soundwave's thoughts and were mirrored back to him by the new mind.

He'd almost forgotten the others in the link ... they should be in on this. Mentally he cast about, seeking a fix on their minds again, trying to draw them in. Celene's "voice" caught him, drew his attention ... he knew her in an instant better than he'd ever known her through the long months of working together, knew her struggles for acceptance and progress in the scientific community, saw the bright starbursts of her passions and heard the cool blue undertones of her core of certainty and skill and confidence. She gravitated toward him, opening herself to him willingly, her mind alight in joyful colors and vibrant music. In the depths of the creation-link they were for the first time fully honest with one another and with themselves ... their professional association had been slowly growing into far more than that, the apparently accidental contacts, the brush of a wing, a reassuring touch ... all of it leading up to this moment.

Soundwave slowly became aware of his physical surroundings. Celene's golden optics were brilliant and locked with his. Ravage sat between them, his eyes glowing, his thoughts still in faint contact with Soundwave's, as though not wishing to break the link. The others slowly disconnected the infusion cables and stood in respectful silence around the table, their glances flickering from Celene to Soundwave to Ravage and back again, quietly amazed at what they had experienced, or thought they recalled...... [END FLASHBACK]

* * *

For the first time since Soundwave's arrival, the camp was under full-scale attack. He'd been called back to repair bay to fix some minor damage, and so had no warning on sensors, until the missiles rained down out of the sky. Megatron's voice crackled over the short-range radio link, commanding all armed and functional Decepticons into battle. Leaving Selenia sequestered indoors, Soundwave and Ravage hurried out and plunged into the fray.

Soundwave found a somewhat sheltered position behind one of the embankments that had been built up around the camp, and fired over the top of the barrier along with perhaps half a dozen other warriors. Ravage slipped off into the rising dust and black smoke. His small size and stealthing shields allowed him to close in on the enemy robots, leap unexpectedly for their throats, rip out a few cables and fuel lines, and then vanish again. For a brief while he remained in mental contact with Soundwave, then he withdrew his thoughts and focused solely on his prey.

From somewhere ahead of the embankment, the fireball of an explosion mushroomed into the gathering soot. "Someone's taken out one of the missile launchers!" one of Soundwave's companions exclaimed. "This is our chance to break their siege." In a flash of gold and brilliant laser light, with both guns blazing, she vaulted herself over the wall and stormed into the billowing smoke. The remaining warriors followed, Soundwave among them.

The others were lost from sight almost instantly, somewhere ahead of him. He filtered all of his audial inputs, listening for the footfall of an approaching Autobot, the faint power-up hum of a laser weapon, somewhere under the clash and din of explosions, artillery fire, and cries of pain. More than once his senses warned him and he spun to fire into the thick smoke, to be rewarded with the smoldering body of an Autobot landing at his feet. Another fireball explosion went up nearby, another missile launcher taken out. He ran toward it.

A gust of wind cleared the billowing smoke just ahead of him. A silver figure writhed in the burning wreckage of the launcher -- Megatron, his hands locked around the neck of a similar-sized Autobot. Again and again he pounded the Autobot's helmet against the infrastructure of the mobile launcher, apparently heedless of the flames that shot up all around him. Finally the Autobot lay still, the helmet and optics shattered and cerebral circuitry spilling out through the cracks.

Megatron staggered up and out of the wreckage, and Soundwave could see for the first time that a jagged beam had been driven all the way through his midsection, piercing an almost impossibly unlikely junction between two armor plates. Megatron fell to his knees and doubled over as though only now becoming aware of the pain, his hands clutching at the beam and slipping away from it, the surface wet with his own leaking fuel. It was a potentially fatal injury, and Soundwave hurried forward to help, not even taking the time to put away his laser gun.

Some preternatural instinct told Megatron in the midst of his agony that someone was near, for his head snapped up and his optics blazed a murderous scarlet. "You!" he snarled at Soundwave. "I knew I couldn't trust your kind!"

He somehow managed to bolt to his feet, slamming full-force into Soundwave. Completely unprepared for such an action, Soundwave fell backward, losing his grip on his laser, which skittered off along the ground. Megatron's hands gouged into Soundwave's shoulder, the incredibly powerful grip closing and crushing the metal, tearing connectors and severing neurocircuits as he swung Soundwave around and slammed him headlong into the burning debris.

Soundwave struggled to free himself from the glowing-hot frame. His left arm was useless, the pain from his shoulder threatening to overtake him and send him spiraling into unconsciousness. Using every bit of mental training he could muster at that moment, he forced himself to concentrate, fixing on the image of Megatron swaying before him and stumbling forward, apparently with every intent of finishing the job. In desperation Soundwave sent out a telepathic scan ... why, *why* would Megatron suddenly attack him so viciously, when he had always seemed focused and rational and even admirable in his way -- not at all the frothing megalomaniac whom Straxus spoke of.

He caught an image of himself from a minute ago, mirrored back to him in Megatron's thoughts: a large indigo Decepticon brandishing a laser gun in clear threat, the expression unreadable behind the red eyeband and concealing facemask -- striding forward to finish off a wounded Megatron and assume command of the small army himself, the life that Megatron had fought so hard to attain. Mixed into the thought there was an image of Sigma Drakona and an undercurrent of memory of unspeakable torment ... the certainty that scientists were not to be trusted, no matter how interesting he might find some of their subjects of study. It was the barest touch of a surface scan, and it took no more than a split instant.

Soundwave just barely managed to roll away as Megatron lunged for him. "Commander, I came to assist!" he assured.

Megatron snarled and swung a poorly-aimed fist, and Soundwave scrabbled backwards, away from the smoldering launcher. "I meant you no harm," he continued, and then with all the conviction he could possibly convey, "I am *not* like Sigma Drakona."

Megatron staggered and sagged against the brittle beams of the missile frame. The surge of fury that had powered him in the face of all physical damage, was fading out rapidly. Soundwave crept forward again, half-expecting Megatron to find a renewed burst of strength and try for another attack, but fuel was gushing freely now from his wounds, and he could not be left out here much longer. The silver warlord flickered his optics as though trying to clear his vision and gasped incredulously, "What? Assist?"

"Yes of course," Soundwave said, trying to pull Megatron up with his remaining functional arm. Finally it seemed to dawn on Megatron that he was not about to become easy prey for a usurper, and he managed to help support his own weight a little, as the two of them slowly and painfully made their way back to base.

* * *

Starscream hovered anxiously near the repair table while the finishing touches were put on Megatron's armor. He'd kept up a running litany of how many kills he'd achieved against the Autobots, how quickly they were routed, how few of their mobile missile launchers they'd been able to take back with them, all occasionally interspersed with a worried look at Megatron and some variant of "You going to be okay, Leader?"

Each time Megatron had answered with a tolerantly amused affirmative. "You're not rid of me so easily," he said to Starscream's latest question.

Starscream grinned. "Was worth asking, anyway. If the Autobots knock you off, Shockwave inherits command -- and that would make me subcommander! What do you think of that?"

"*You*, subcommander. That'll be the day," Megatron chuckled. He pushed himself to a sitting position on the repair table, over the repaireon's protests, and said, "I'll be back in action again tomorrow, don't worry. Now go on, get out of here. I've got some things to talk over with Soundwave."

Soundwave, on the neighboring repair table, quietly flexed his left shoulder to test out the new repairs, and looked over at Megatron curiously.

Starscream made a rude sound. "What've you got to say to that tech-geek?"

"That's about enough from you," Megatron snapped, taking an unexpectedly harsh tone with Starscream. "Soundwave's the one who brought me back."

Starscream's surprised expression faded into a scowl. He shot Soundwave a glare, then turned and stalked out of the repair bay.

Soundwave looked after the young flyer thoughtfully. "Something tells me you will have trouble with him in the future," he mused.

"With Starscream?" Megatron laughed. "Nonsense. He just needs to learn to think before he speaks sometimes. That'll come with time. Did I ever tell you where I scrounged him up?"

The medics finished patching the other casualties from the attack, and one by one withdrew from the repair bay. The base slowly became still as darkness fell, Soundwave catching the steady footfalls of the sentries on their patrol paths. He checked in with Ravage and Selenia over their mental link, noting that both were well and reasonably content. He and Megatron talked long into the night, about every conceivable subject.

The End