Disclaimer: Transformers isn't mine and I'm making no profit off of this, and neither is JenKristo. Them's the breaks.

A/N: The story that follows is actually an RP between myself and the ever-amazing JenKristo. The Bumblebee bits are hers and the Soundwave bits are mine. If by any slim chance you haven't yet, you need to go and say hello and read her stories and buy her book.


Soundwave was in trouble, and he knew it.

Somewhere above the red-banded canyons, all his precautions had failed him as quickly as his homing systems - what had started out as a last moment stand in for Dreadwing had left him wounded, crashed and laid out across the crimson soil. Unable to fly and with his communications systems impaired, he was making his way stoically through the valley, headed for a grove of trees he'd seen in the distance. Once under cover, it would only be a matter of waiting for the Nemesis to fly back within range.

The sun hung low in the sky, and Bumblebee sped faster through the canyons in hopes that he'd return to base before sundown. He'd detected Decepticon presence for just a brief moment during his patrol, and he needed to get back-up before trying anything on his own. A few years ago he'd gladly further his exploration by himself, but Optimus had made him promise to let them work as a team, and he wasn't about to get himself in a situation where he'd need to be rescued. He turned the last corner around the canyons and followed winding road into the forest.

Finally, mercifully, Soundwave reached the treeline. A lifetime of careful study had left him more than capable of coping with any pain, but he knew his injuries could only be treated in the sick bay. He paused, testing his connection to the ship and finding nothing but static; as he'd thought, the ship would not be returning for at least a day. Left with no other option, he settled down to rest and conserve energy.

Bumblebee drove deeper into the woods, glad to be out of the open. It was safer here, away from the optics of the flying Decepticons. But his calmed thoughts vanished as he picked up another flash of a Decepticon signal. In his surprise he hit the brakes, sending his alt mode to an especially loud, screeching halt.

There was nothing Soundwave could do to hide his signal. He shrunk back against the shadows cast by the trees, folding his arms around himself to hide the glistening violet lights. His sensors locked onto that of the Autobot as he prepared himself for a fight he had no intention of losing.

Bumblebee would have loved to just burn rubber out of there, but there was no telling if the signal was behind or ahead of him. Something was off about it, either his sensor wasn't working right or the con's wasn't. He shifted and extended his canon, peering into the woods on either side of the road. It was too quiet, none of the normal noises emitted by the organic life in these regions. With no signal until he reached the other side of the forest, he was going to have to do this on his own. He looked closer into the woods and took a few tentative steps off the road onto the pine needle-ridden earth. He held his canon steady as he turned around the corner of a large boulder, his optics dilating at the sight.

Far below the scout, concealed by the darkness, a tendril was snaking its way through the leaves. While Bumblebee was turning around the boulder, it was waiting for the right moment to strike from behind, to ensnare his leg. Suddenly, it lashed out.

Bumblebee's vocals let out a surprised squeak as one of his pedes was pulled out from under him. He fell forward, knocking against the ground with a thud. His canon went off on its own, momentarily lighting up the shadows. His intakes gasped at the momentary sight of Soundwave's crouched form, followed by the powerful pull of his tendril.

Soundwave's thought process was cold, straightforward, and quick. This was the young scout that had refused to break before Megatron; there was no point in bringing him back alive for a repeat performance. Pulling Bumblebee back towards him, he extended a second tendril out for the kill.

Bumblebee's digits dragged in the dirt as he was pulled. He heard the metallic sound of another feeler and turned to look. His optics widened as he saw the tendril rear up like a snake ready to strike. He knew his life depended on it, so he flipped onto his back as quickly as his frame would allow and fired his canon at Soundwave, hitting him dead and center on his dark screen.

The tentacle loosened as Soundwave jerked back, a servo flying to his damaged screen. His vision blinked, filled with static, and suddenly went dark. The remaining tentacles whipped the air, prepared to bore into anything that happened to get in their way; the still air was filled with the deadly whine of the blades lining their circular mouths.

Bumblebee scrambled back, more than once having to flatten himself to the ground to avoid being struck. He could make a run for it now; this could be his only opportunity. Any yet when he looked at the dark mech grasping at his face, his curiosity compelled him to linger. He backed further away, canon still pointed at the Decepticon.

For the first time in eons, Soundwave felt a faint chill run through him. His mask wasn't simply cracked...it was crumbling beneath his very servos. The broken pieces slipped through them, scattering unceremoniously across the forest floor - and when Soundwave looked up, it was his own violet optic that peered through the cracks between digits.

To be continued...