EmeraldMoonGreen requested this one. Here you go, Amiga! Enjoy!

Kristin belongs to EmeraldMoonGreen and Transformers Prime belongs to Hasbro. I own nothing.

Also, this takes place after the movie "Predacons Rising".

A Different Kind Of Friendship

Kristin was so glad it was summer vacation as she woke up that morning and quickly got dressed. Her parents had gone to work earlier, having been called in early and so she called Ratchet, but he was out on a mission with Optimus, Arcee said.

Well, that made her wonder what to do and she spied her IPod nearby. Squealing happily as she knew what she wanted to do, she grabbed the IPod and her ear buds and raced outside, running towards a spot that was surrounded by rocks. It was a great hideout and a good training spot when she didn't want anyone to find her.

She now plugged in her music and started dancing.

The only problem was, she didn't hear anyone coming because she had music playing in her ears.

Soundwave had managed to escape the Shadow Zone long ago and found out that the war was over and Starscream tried to put a twist on things, but he didn't buy it. Frankly, Starscream annoyed him. He then set out, idly wandering the planet and soon heard music. Curious, he found out where it was coming from and walked over to some rocks and glanced over, seeing a young girl with brown hair dancing around with an IPod playing music and she had ear buds in, he noticed and so just watched her, noting that she was moving to the beat of the music and her movements were fluid. He realized she felt free with her music.

Suddenly, she took out her ear buds and turned a bit and caught sight of him. She gasped loudly. "Soundwave!" she exclaimed, horror filling her voice and fear filling her as he moved his hand to grab her, but she screamed and ran, her frazzled mind trying to straighten out and figure how to get an alert off to the bots. She then saw the 'Con's tentacles come out and that terrified her so much that she screamed again and ran faster, but he jumped in front of her and she fell down into his clawed hand and he lifted her up closer to his face and she clung to one of his fingers in fear that she'd fall. In her terror, she didn't see a tentacle come close to her head and gently place a small chip behind her ear, but she soon heard a voice in her head.

"Hush, child," said the voice.

The command was said in a gentle, yet firm tone and she looked up at Soundwave. "Yes, you can hear me in your mind," he said.

"H-How?" she asked fearfully and saw one tentacle gesture toward her ear and she found the small chip and grew afraid again.

"It's not set up for mind control," said Soundwave. "It's the only way you can understand me as I cannot speak."

"But then how are you…?" Then it made sense. "I'm hearing your…thoughts? Like telepathy?"

"Somewhat," he answered. "You're that Autobot medic's charge, correct?"

"Y-Yes," she said and she realized he was going to take her hostage.

"The war is over, Kristin. Why would I need to take you hostage?"

Shock filled her. "How did you know my name? And…that?" she asked.

"I can also pick up your thoughts from the chip," he said. "But I can also see your emotions on your face."

One finger came closer to where the chip was. "Hold still," he said and tapped the chip gently, removing it and placing it on Kristin's watch. "Alright, that will only permit me to send you thoughts, but not hears yours."

That somewhat calmed her down. "What are you doing here?" she asked.

"I escaped the Shadow Zone not long ago," he explained. "And found out the war ended and what your leader did to stop Unicron and make sure the Allspark is safe."

"Yeah," she said. "Now, Megatron is bent on peace instead of war, something Optimus is glad about."

Soundwave nodded and one of his tentacles snaked closer to Kristin, but she didn't flinch away, but gently touched it.

The former 'Con felt a strange sensation and lightly jerked the tentacle away, which made Kristin confused until she realized why. "You're ticklish?" she asked.

He looked at her. "No. But you are," he said and began tickling her neck gently with one finger, making the teen squeal with laughter. One tentacle lightly nudged her side, but she didn't laugh and he saw her neck was her only tickle spot and tickled her there for a bit before setting her down, but she wasn't giving up and wiggled her fingers on one of his nearby tentacles and he let out something like a snort and she giggled before climbing up on the rocks nearby and jumping to Soundwave's shoulder, holding on to his armor as she began tickling his tentacles.

"Hey!" Soundwave chuckled before he laughed aloud as she got to his back and tickled him at the base of his tentacles. Well, that made him laugh and he grabbed her, but she slipped out from his grasp and climbed up on his shoulder and dodged his hands as she ran to his stomach and tickled him.

That was it. Soundwave knew he was toast as he laughed hard, which told Kristin that she had just found his tickle spot and she sped up the tickles, making him laugh even more as he realized he couldn't concentrate on trying to escape as he was laughing.

Kristin was giggling up a storm as she tickled him and had a feeling Ratchet wouldn't believe her if she told him she was tickling a former Decepticon into submission.

Bumblebee had found Kristin after Ratchet had asked him to keep an eye on her and he was a bit stunned that she was tickling Soundwave and he wasn't trying to hurt her. He then snuck up on them and suddenly grabbed Soundwave's arms, making him give a shout of alarm and Kristin looked up at him. "Bumblebee," she said in surprise.

He leaned close to her. "I'm recording this for later," he said. "But I figured you could use a partner because I happen to know another place Soundwave is very ticklish on."

"Really?" she asked as she watched the yellow Autobot pin Soundwave's arms with his knees.

"Yup, right in his underarms."

With that, he wiggled his fingers in said spot and Soundwave jerked so hard that Kristin grabbed on his stomach armor so that she didn't fall off and laughed. "He sure is ticklish," she said.

Suddenly, Soundwave's tentacles grabbed Bumblebee and pinned him to the ground and he gently grabbed Kristin in his hand and set her on his shoulder. "I'm not the only one who's ticklish under the arms," he said to Kristin, who giggled as she watched Soundwave use two tentacles to hold Bee's arms up and two other tentacles began tickling his underarms. Bumblebee laughed hard and laughed more when Kristin joined in, tickling her friend's stomach, to which Soundwave helped until the bot begged them to stop.

He was surprised when Soundwave stopped and helped him up, gently handing Kristin to him and was about to walk away. "Soundwave!" she called and he turned to her. "You could join us, the Autobots."

A gentle finger brushed over her head in a soothing gesture. "Perhaps someday," he said to her. "I'll be around, Kristin."

With that, he transformed and took off. Kristin looked at Bumblebee. "What did he mean by that?" she asked.

"Well, Soundwave was an enemy of ours, kiddo," said Bumblebee. "It's going to take a bit to trust him."

"But I trust him," she said. "He didn't hurt me and he could have."

"True," the yellow Autobot agreed. "Maybe that was his first step to being a different bot."

Kristin hoped so and heard Soundwave in her head again.

"Someday, Kristin," he said. "For now, I'm glad to have chosen you to be my first true friend."

That made her smile and she held onto that, as it gave her hope that someday, Soundwave would be one of the Autobots.

But she knew that no matter what, he'd always be her friend and she'd always be his friend too.

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GoldGuardian2418