Challenge prompt: Soundwave and Arcee get off by sucking each other's elbows.

Added some sticky sex to the morning after because this pairing is surprisingly enjoyable to write for, and a certain someone needs more OTP fics.

She had seen Soundwave before, often from a far, sometimes up close, but never on equal footing. The first time she could remember was before the war, the once medium sized mech standing next to the towering silver gladiator and social activist Megatron. Megatron had come with his two companions, Soundwave and Orion Pax, to give a speech to the new sparks she and many others taught.

At the time, Soundwave had been cordial. He was quiet to the point of silence. After setting up the sound system, he faded into the back ground. But it wasn't every day a carrier model visited the university, and though Megatron's speech was riveting, her optics remained trained on the visored mech.

When the war started, Arcee had no trouble deciding who to support. She fought to protect her new sparks, the closest thing she had to family. She wanted them to have a future, she wanted them to be equals, but she wanted them to know how to solve their conflicts peacefully. Megatron did not seem to understand the benefits of resolving disputes peacefully, or how important middle ground was.

Throughout the war she caught glimpses of Soundwave flying over battle fields, and she fired at him like any other Decepticon. She had no remorse, no qualms with attacking him. She knew the bond a carrier had with their deployers. She had taught new sparks, had more or less raised a few carrier models herself, and without fail they made extremely loyal friends, the bonds they forged were stronger than most, friendship or hatred, they seemed to feel more deeply than any others.

Still, she did not hesitate. No amount of sympathy clouded her mind on the battle field.

She saw him again once more before leaving Cybertron.

He was significantly lighter.

Perhaps it was her time with her students, perhaps she had always been especially empathetic, but despite their differing factions, despite her hatred for what the war had done, despite how Starscream had her on her knees, her spark cringed for him.

She understood loss all too well.

Not that that stopped her the next time they met. Jack might have just been a human. He might only live a small fraction of a Cybertronian's life, but in the short time they had known each other, he had grown on her. He wasn't her partner, he was her friend. She didn't have to worry about risking his life for this war. No matter what, he would be waiting back at the base.

So when he was threatened, she did not hesitate to protect him. She had lost partners before, but it was war. They knew what they were getting into. But Jack? He was a civilian. She saw Laserbeak before she fired at the gas station. She saw the explosion blow the two eradicons away, but she didn't care.

In fact, she was pleased.

Only when Optimus had shot Soundwave down and she saw Laserbeak fly off was she disappointed. It wasn't that she wanted to kill the deployer, it was that she wanted to weaken the Decepticons. Too often they had won a battle simply because they had Soundwave supporting them behind the scenes.

It was when she saw him bound to the medical berth, completely relaxed and unconscious, that she felt the first nudge of infatuation. He seemed so peaceful, his head to the side, his hands relaxed. Arcee did not approach but watched him constantly. She wanted to trace those biolights, to see where they went. Would they mark where his former deployers had docked? Was that bright spot on his chest where his spark was housed? Was it a distraction, a way to fool those who would aim for his spark?

When he came online, he fought back with a calm she could not help but admire. She tended to gravitate towards more talkative partners because most of those who could be her partners were talkative. All the Autobots in the base, even Ultra Magnus, had a tendency to fill up the silence. It was as though they were trying to make up for all who had joined the All Spark.

No one had thought to mute him. His sound based retaliation took them all off guard. Deleting his own data struck Arcee as almost insane, but she couldn't help but admire his devotion.

And his voice.

She had never heard such a voice. It was strange, almost beast-like. Unexpected from such a streamlined and clearly advanced mech. In a way, it was quite beautiful. It resonated pleasantly. Nothing else hinted to Soundwave's gladiatorial past, but his voice seemed to embody the Pits.

When Laserbeak had returned to Soundwave, and the two of them stole Ratchet away, she was more frustrated than enraged. She had the chance to take out Laserbeak just weeks before, and she hadn't taken it. That cost them their medic.

But when it had ended, when they fired Shockwave's Omega Lock into the Well of All Sparks, when the planet glowed with life once again, she felt all her frustration, all her hatred, melt away leaving nothing but grief and regret.

When she kneeled before the ruins of the school she once mentored at, now glowing with life once again, she decided to forgive. To let go.

While Starscream and Shockwave were out of her reach, she knew about where she could find one of the last Decepticons.

Searching through the Nemesis's files, she found Soundwave's communications line and sent him a simple ping. She tracked the return ping. "Soundwave, if you can hear me, I'd like to offer you a second chance." She looked at Optimus, who nodded. "The war is over. Cybertron lives. Leave your hatred behind and join us. Not as an Autobot. Not as a Decepticon. As a fellow Cybertronian."

When they opened a bridge to his tracked coordinates, the phantom-like mech came through, Laserbeak attached to his chest, hands by his sides and data cables reeled inside. He paused, the Wreckers with their weapons pointed at him, and fell to his knees, a slight static escaping him.

She heard a voice in her head as if it were her own, a voice like the second voice, the resonating voice she heard when Soundwave spoke, but without the deep, tired, and rough voice.

"Query. Why help?"

Placing her hand on the slate-blue mech's shoulder, she answered, "Because in the end, we all wanted the same thing."

When she had said the first thing she would do was take an oil bath, she was being completely serious, but she did not want to do so alone. It used to be a communal thing, friends bathing with friends, helping each other work the kinks out of each other's joints and cables. Yet when she asked the others, they shook their heads, each having something personal they needed to do.

So she went on her own.

The oil was warm, the building still mostly in ruins, but the hum of the living planet filled the chambers. It was rather peaceful. The roof torn off, the night sky visible. She could just close off her vents and completely sink down, blue-pink optics glowing from just beneath the surface as she let the oil seep into old joints.

She felt the oil shift and rise. Slowly, she slipped up to see who had joined her, pleasantly surprised to see Soundwave looking up at the sky sitting in the oil near her.

"Hey."

He looked at her, turning his head slowly before looking back at the sky.

"The sky. Beautiful."

Arcee smiled softly before sinking just below the oil once more. From there she watched her companion as he slowly sank lower, the oil up to his chest, Laserbeak splashing as he worked his fingers between her tightly clamped wings. Arcee could hear Laserbeak's purring through the thick fluid. Eventually the minicon fell into recharge. Her master placing her in the shallows.

Eventually he sank below the surface as well, and though she could not see his face, she watched as a long data cable rose above and placed the visor on the edge of the bath. She shifted over to him, rising above the oil before tapping the still exposed cable. He rose quickly and without splashing, the oil running off of him.

For a moment, Arcee forgot what she wanted to say as violet optics locked with hers. His facial protoform was dark like the rest of his protoform, but not quite the same inky black. It too was riddled with biolights.

"Your query?"

She reached out to him, running her fingers over joints and seams, not in the way a lover would but in the way a friend would.

He moved his hands to her shoulders, rubbing and kneading, watching her face as she began to truly relax. It seemed to him that millennia of tension were easing out with mere massaging. There was a strange contentment in having her slump forward, resting on his chest.

"By the allspark you've got magic hands," she murmured, the words barely leaving her mouth.

Collecting herself, Arcee began to return the ministrations, her hands kneading protoform, rubbing plating to help it relax and help the oil reach deeper. When she reached the disk joints of Soundwave's arms, he suddenly tensed, his fingers slipping deeper than they should, sending a charge through Arcee (though she could not deny that one had already been slowly building. It had been too long since someone had touched her like this).

He moved her to his lap, his data cables wrapping around her, the tendrils toying at her elbows. She had not expected them to be so sensitive. They never had been in the past. She clung to his shoulders, but he used his free arms to move her hands back to the glowing disks.

It was then it occurred to Arcee that they had formed a brief telepathic bond. She did not know why, or if it was required for the kind of communication he was using, but those elbow disks must have been one of Soundwave's hotspots. She moaned as he toyed with hers, his long thin fingers reaching between gaps.

She leaned down to lick one, Soundwave's EM field flaring in response. So she kissed his elbow before sucking on it. It was awkward, and she would have never guessed, but the ghost sensations she was getting from the connection made it more than worth it. Charge flickered up his chassis as he toyed with her joints.

Grinding her hips against his, she began to nip. The more she did to him, the more she felt herself and the more he did to her. His frame was hot against hers as he suddenly pulled her from the oil bath, resting on the cool ground next to it, his own mouth pressed against her elbows, sucking vigorously. She cried out when his charge flared against hers, pushing her over the edge in overload.

She was still online at the end of it, cooling fans working overtime as the larger mech laid over her, panting. Eventually he shifted to the side, pulling her against his chest.

Soundwave was warm, the bright spot on his chest hot. It had been too long since someone had last held her, really held her. She missed that. So thoroughly relaxed from the oil bath, the hum of the living planet, and the attention she had exchanged with her former enemy, Arcee slept better than she had in millions of years.

By the time Sol rose over the horizon and peaked through the hole in the roof, Soundwave had already retrieved energon from a nearby source, radiating his pleasure at how easily acquired it was now that Cybertron was restored. He had set a cube out for Arcee, his already drained. She watched his face, seeing it clearly in the light. Deep scars ran from his left optic down to his lower lip plates, as if he had been burned or if a thousand tiny blades had dug deeply into his protoform.

She brought her hand to cup the side of his face and turn him towards her, which he did not resist. Nor did he resist her pulling him close to her, nor did he pull away when she kissed the scars before moving to his lip plates.

It did not take long for the heat from the night before to return to her frame. Her hands began to wander, reaching deeper between seams, toying with kinked wires, soothing them. Her mouth still locked with Soundwave's, the much larger mech leaning back, his hand brought up to just between her shoulders, kneading around the strange third wheel, needle-like fingers dipping around it, stopping when he realized he could reach down to her very core.

It was not pain that she felt when his fingers brushed over the back of her spark chamber, but a searing pleasure. Her kiss became more desperate, her body more heated. She began to grind against him once again. He broke from the kiss, slowly rolling over, pushing her onto her back, releasing his data cables, which Arcee promptly began to stroke. He froze briefly, relishing the sensation, before moving back down to her, nipping her neck, kissing her stomach, then her waist, then her thighs, eventually trailing his way to her valve cover. She pulled it back after the first kiss, but still he kissed the exposed valve.

Moving back to her face, he moved his data cable to keep her hot while he readied himself. While the one toyed with her valve, locking onto the opening while small tendrils pushed their way inside, stimulating various nodes he knew would encourage lubrication, he slid his spike cover back. It was not yet pressurized, but watching the blue two wheeler loose herself sent his temperature spiking.

She moaned against him, hips rising as he pulled the data cable back just to ease its way into her slowly, very slowly. Her hips moving to meet its motion as he reached her top node, her body over heating in his embrace. Her hands gripped his shoulders as if she would fall, fingers digging light scratches into the dark metal. Quickly and desperately, she grabbed his spike, toying with it, stroking it, rubbing the tip with her thumb, moaning again as she felt it pressurize in her grip.

It was not long before he could not stand having a very willing partner and yet not indulging said partner and himself. He removed the data cable, Arcee moaning in displeasure, and lined himself up with her. She was so much smaller than himself, and he intended to take it slowly and gently, pressing his spike against her. But she took more control than he expected, her hips bucking at the contact, forcing his spike into her valve in a quick motion.

He wanted to be as lost as she was. He re-established the mental connection he had forged the night before. Suddenly assaulted with her need as if it were his own, he began to thrust into the tight heat of Arcee's valve. He felt the stretching himself, a filling, almost painful, yet extremely pleasurable sensation as he moved in her.

She gasped and moaned when she felt what he felt, a tight grip around a spike, almost too tight to be comfortable, almost too hot to be pleasurable, but balancing on the fine line of pleasure and pain as to be utterly perfect.

Her overload came swiftly, or maybe it was his. It was hard to tell with their minds linked. Perhaps it was both of theirs, as shortly after their vision shorted out, Soundwave collapsing on top of her, offline for more than a moment.

When he came back online, she was idly stroking his face, running her fingers over his scars. Her field radiated satisfaction.

"You know…" she murmured, "since there's no war going on, there's no reason why we couldn't make this a regular thing."

"Affirmative."