There are times when Soundwave almost regrets being a Decepticon.

He is careful to never reveal this secret, of course. Megatron is not renowned for his tolerance. Confessing a personal disagreement with the philosophy of his cause would result in nothing more than his own termination, and Soundwave is nothing if not a survivor.

Oh, to be sure he has nothing against the acquisition of power. He has no desire to serve others like the pathetic Autobots. No, Soundwave does not regret his choices due to compassion or guilt or empathy:

Soundwave simply hates the thought of the senseless destruction of knowledge.

He had long since learned all there was to know of Cybertronian knowledge, art, and communication. There was no Autobot code he could not break, no Decepticon file he could not access. For all their professed differences, the people of Cybertron were more alike than they were different.

But Earth—oh, Earth was rapidly becoming an addiction to him.

Earth speaks to him in ways that Cybertron never did. It seems like every atom on the planet has something to say—some message just waiting for him to discover.

The weather itself has a pattern that he has yet to fully decipher. The smallest ant to the largest whale—they all have their own means of communication. They all have something to say, and Soundwave wants to listen.

Humans, however, are what fascinate him the most.

He almost feels ashamed of this interest—almost.

The humans are tiny, frail, fragile—but their progress has occurred at a rate that the Cybertronian mind can scarcely conceive of, let alone duplicate. In less than two centuries—barely a fraction of a Cybertronian's lifespan—they have gone from using animals for transportation to nuclear powered submarines and chemically powered rockets that have taken them to their satellite. It's almost frightening what they have accomplished.

On some level, he suspects that Megatron fears them.

To be sure, they are physically weak—the strongest human is no match for the weakest Decepticon. He knows that Laserbeak and Frenzy take particular pleasure in fighting humans because they can so easily destroy them. One on one, a human is nothing.

But humans held Megatron a prisoner for more than a century. They reverse engineered his technology. They used him.

Megatron hates that such tiny creatures were able to hold him. He hates that human technology is advanced enough to be able to harm—even destroy—a Decepticon. He's furious that he was taken and used as he intended to use the Allspark.

And he fears that someday the humans may take him again.

That fear is destroying him.

The Megatron who ruthlessly brought about the destruction of Cybertronian civilization in his ceaseless pursuit of power never would have bowed down to the Fallen. He never would have allowed Sentinel Prime to bully him as the traitorous Autobot has done. The old Megatron was dangerous, reckless, destructive—but there was something magnificent in his mad quest for power.

Even Soundwave had been in awe of him.

Now … now Megatron is a crumbling wreck. A broken thing. He is nothing.

The humans have done what Optimus Prime—what all the Autobots—never could.

They have beaten Megatron.

That intrigues Soundwave.

So he studies them. When he is not occupied in monitoring things vital to the Decepticon cause—and more and more, even when he should be—he is studying the humans. He watches their television programming, listens to their music, observes their programs about political discussion. He's fascinated by how much of their time is spent on entertainment

He does not understand the humans … yet.

But he's learning.

He just hope he has time enough to fully decipher humanity before the inevitable progress of Decepticon civilization grinds them into dust.