What's up people, yeah I know I taking a crack at my own challenge. But come on a story like this has a lot of potential especially for these two. So anyway here's basis (spoiler for those who have not seen the Darkness Rising saga and I would recommend seeing it before you start reading), Megatron "died" when the space bridge exploded and ol' screamer is calling the shots, and sounders stayed…but not in my story. Reasons why I am choosing this will be at the bottom, and any questions will be answered in the story or in response. R&R

Oh one last note, if you are an Autobot fan, sorry but there will be Autobot bashing. With a story with a Decepticon what do expect.

Disclaimer: all rights for characters, names, quotes, and potential songs are all own by their respective owners. In other words I own absolutely nothing.

"Decepticons, it is with deep sorrow that I note for the log... Megatron's spark... has been extinguished. All. Hail. Starscream." As the air commandant stands at the head of the warship's command station, with a smirk of sheer delight sliding onto his face plate. Though not all are pleased at the sight as he, for one Decepticon in particular this was blow on a personal level.

The sight was shocking to say the least to all Decepticons, in a vain attempt to save his mighty legion; Megatron sacrificed his life, as well as sacrifice his mighty space bridge. To Starscream in particular the fall of his leader left an opening… an opening he was more than willing to fill.

Soundwave, having just returned to the nemesis after being dispatched to the array radio station in Texas, only sense his masters presence not found on the war ship. Arriving to the command center at the bow of the ship, Soundwave scanned the room only to see Starscream at the command terminal, and numerous vehicons scattered amongst themselves murmuring. "Something's wrong, I do not hear lord Megatron. Did something happen? Could it have been caused by the Autobots…impossible, but perhaps Starscream is one the one to blame. I surely hope so." continuing to think of different possibilities to hurt Starscream, he decided to see for himself what happened.

The sight was not a pleasing one; opening up the recorded visuals from the war ships onboard cameras onto his personal hub, what he saw rocked him to his core. His longtime friend and master was gone in a flash, with his visor hiding the expression of pure horror on his face plate, Soundwave could only imagine what will become of him and laserbeak now that Megatron is gone. Shaking out of his daze Soundwave moved to post, waiting to see what silver seeker has in store so he decided to scan his mind to prepare for what will lie ahead.

"With Megatron out of the way, nothing will stop me for achieving complete control of the Decepticons, but first to deal with a certain pest, something that has been long overdue." The thoughts of the know self-proclaimed leader of the deceptions ring in Soundwave's processor, as he attempts to understand what Starscream intends to do next and think of ways to avenge his fallen leader.

His thoughts were cut short by the air commander," Soundwave, the loss of our great leader has…left me distraught and in need of a fresh cube of energon. Would you so kind as to bring one for me?"

Finding the request rather odd he instead pointed silently to a drone that was in the vicinity. "I know a trooper could be sent, but this is a direct order Soundwave." sounding slightly annoyed at the communications officer's intolerance. With no choice, Soundwave followed the order that was given.

Making his way to the energon storage vault, he could see the guards acting strange as if they were nervous…well more than usual whenever they saw him alone, silently hoping that he would not find out whatever secret they were holding. Opening the Energon storage vault he made his way to one of the many stacks of the rich substance to retrieve what he came for. With the Energon in hand, Soundwave made his way back to the command center ignoring the constant whispers of the vehicons as he passed. As he continued his way, Soundwave passed the vault that contained the decommissioned stealth technology, which had been developed by Decepticon scientist, a technology that would have been a turning point to defeat the Autobots….project Pretender.

An experimental program that would give the user the appearance that best closely resembles the dominate species of any planet, in this case humans. Being able to heal any damage from both internal and external, but the side effect would be that the wounds would hurt more than usual. As well as a recent upgrade that would grant the user an energon replenisher, which would grant them a near limitless supply of self-replenishing energon; though the more energy that is used the longer it would take to replenish. So that spies would be able to hide amongst humanity without needing to refill on energon.

Making his way just pass the vault, a squad of vehicons made their way towards him, quickly reading their body language he could tell that they were ready for a fight, though he continued eyeing them carefully. Walking past them one vehicons attack Soundwave, only to get stabbed in the spark with his needle-like claws. The sudden assault surprised the silent mech. The rest of the squad started to attack him, as they continued their assult one of the vehicons activated his comm.

"Lord Starscream, Soundwave is on a rampage and attacking everyone." As a trooper states, with the sound of fear in his voice.

After listening to the trooper's transmission, a smirk formed on his face plate as his plan falls into place. "Everything is falling into place, Attention all Decepticons our ever watchful Soundwave has been grief stricken by the loss of our former master, and is lashing out at all in his wake and so I am ordering that he be terminated on sight."

As Soundwave finally ended the last vehicon, he could hear more coming down the hall. All coming at full force to see to his demise, knowing that he is now the most deadly of all Decepticons, he could hear their fear. Moving back to inside the vault, he could hear the vehicons.

"Spread out and find Soundwave, lord Starscream's orders are to terminate on sight." Stating the leading of the squad.

"Yes sir." The remaining troopers stating in unison.

"So Starscream is deciding to eliminate us, fine I don't want to be around when everything comes crashing down and be the one to clean up his mess. And luckily have means to leave." Soundwave thought as heentered the codes to install the program.

As the program entered his central processor, he could feel his body's dimensions change to a human's size, as well as his body adopting a human appearance. Looking up at the monitor he could see his new appearance. He appeared as being broad shouldered, with a thin waist, and muscular despite his thin body type and had long dark blue hair as well as wearing a dark blue jacket, shirt, and pants, which are the same color as his armor, as well as purple tech lines running in different directions on his shoulders and abdomen. On his face still resides his signature visor, though now it only hides the upper part of his face while a long black scarf, which carries onto his back, now hides his lower face. Inside his jacket, laserbeak remained as he is now part in his master's new attire, but can still be called upon should Soundwave need him.

"Hiding among the fleshies may not have been my first choice, but our options are severely limited, we will just have wait things out and move with caution. Hmm the mass displacement will no doubt cause my ultrasonic abilities to be more powerful than usual, best to use caution when I activate them." as he thought as he looked upon his new guise.

After taking a moment to adjust to his new look, he began upload new coordinates to prepare the groundbridge for their departure. As he did he could hear vehicons massing outside, though this time with the Starscream with them.

"Hurry up and open the door, we cannot let Soundwave escape." As Starscream said sounding frustrated.

Not wanting to stick around and endure whatever tortures Starscream has planned, Soundwave opened a groundbridge but before he did he remembered the cube of energon that he had. Deciding to leave Starscream with a little surprise, he transformed his hands into his sonic cannons and fired at the energon cube destabilizing it.

Unaware that his sonic cannons had done more damage to energon cube than anticipated, had caused the energon cube to explode. Energon cube's explosion caused a chain reaction that threw Soundwave into the open groundbridge. The shock of the energies stunned him as he was enveloped in a bright green light, leaving only a battered laboratory and the scorch marks of the explosion.

His pursuers, recovering from the shockwave caused by the explosion, gazed upon what remained of the vault. For Starscream this was a good day to be him.

"Issue an order to all Decepticons to send search and destroy teams to every sector of the planet, Soundwave would've no dubitably survived that explosion and escaped to some remote section of the planet." The new leader of the Decepticons states to his followers.

"Yes lord Starscream." All the troopers respond in unison.

"There must be no loose ends, for the reign of Starscream has begun." The new leader of the Decepticons states, with a very pleased smile crawls onto his faceplate.

Well here is chapter one out of a very, very long story to come. So do expect more chapters to come in the future, though it might be a while for each chapter to come out since each of the chapters I'll be writing will take some time.

Oh and before I get questions on why I would place and empath with a robot, more specifically a Cybertronian. Considering that empaths can't sense robots or they are vulnerable to them, I thought I would bend the rules and have that.

Yes Raven can sense him as she can any other living thing, but will be more of the challenge because of the obvious (even with the shell despite it being somewhat easier than in robot form), as well as be unable to affect him with her psionic abilities UNLESS Soundwave lets her (since he is also telepathic), which would be unlikely.

Why can she sense him? Well all transformers have Sparks or life-force and they are technically living creatures so I am using that as a form of loophole to the rule.

Any more questions you might have I will answer in following chapters or in PM

I know I am very sorry, but really it is going to be very hard for this to work so it WILL. TAKE. TIME. So please have patience and bear with me the next chapter will be up soon and we will see how the Titans fare against Soundwave. Please R&R and favorite