EDIT 05/09/13: What started as a curious look into rare pairings and writing Airachnid has spiralled into pure OTP obsession. And this is the one that started my descent into shipping madness.

Do I regret it? Heck no. To date this is the longest oneshot I've ever written, as well as my proudest in terms of quality and also the one that introduced me to the one I'm proud to call my sparksister, Emmy-16 (roboticwolfwhistle on tumblr and creator of the lovely cover art). Oh, and the world's first finished Sound/Air fic. There's something to be proud of.

To those who just stumbled across this, shippers or not, I hope you enjoy reading even if the pairing isn't your glass of energon. And those still wondering about the cliffhanger ending, I have a few ideas floating around for any possible continuation. We'll see.

Final note: I'd recommend listening to Massive Attack while reading- especially their Mezzanine album-, to this day I regard them and all that sexy musicl to blame for this.

xx

When Megatron gave an order, Soundwave followed it through to the very letter and punctuation. No questions or doubt, just simple obedience. Most would brand him a puppet, a blind wolfhound, for such behaviour. But their speculations were irrelevant, unimportant distractions from his work. From his duty to the Decepticon cause.

Megatron's wish was simple, if vague. Deal with Airachnid. The warlord trusted Soundwave to take initiative in his actions. From his words, it was clear that he didn't want the spider dead. She was too valuable to be terminated, for now at least. But Megatron wouldn't let her intentions to leave him behind while in the hold of Unicron go unnoticed, or unpunished. At the very most, Airachnid would be beaten and possibly banished from the Decepticons. From there she would continue with her own agenda against the Autobots and weaken them. And if she came back for revenge? Well, the ship's cannons were in need of a routine test fire. In that case, hopefully there would still be something to salvage from her remains.

Even as the Communications Officer stalked through the lone corridors of the Nemesis, he was still finalizing the details in his processor. He'd find Airachnid in her quarters, which would no doubt be defended fiercely against intruders. If he kept on his constant guard, Soundwave was certain he wouldn't receive any serious injuries from whatever she had prepared for those who wandered too close to her hive. Then there was the factor of facing Airachnid herself.

Soundwave's subconscious lapsed to their last confrontation, mere cycles ago that seemed like several lifetimes. The battle itself was pitifully short and quickly suspended, which sparked a measure of surprise within the mech. Airachnid had shown prowess against Arcee, who was begrudgingly faster than Soundwave, and Breakdown, who was certainly stronger. Soundwave couldn't banish the illogical conclusion of himself besting a competitively superior bot. Even with Laserbeak's assistance, under normal circumstances Airachnid would have simply restrained his drone with those strange webs of hers. Of course he did not regret being the champion, but he knew that it was a false victory. For some reason, Airachnid had allowed herself to be beaten. As he had the insect trapped underneath his ped, she glared back a glowing death threat at him. Yet even when her words of defeat leaked from her lips, a shiver had passed through her protoform. Not fear, nor rage. Such a reaction could only have one name:

Pleasure.

It was undeniable and terrifying. The grotesque femme actually enjoyed the brief experience of dominion that Soundwave had unwittingly granted her. And try as he did to forget the trembling of metal underneath him, the accursed memory just resurfaced as lucid as ever. Soundwave himself was a stranger to such feelings of self gratification, he had never seen reason or purpose to such emotions. His was an indifferent attitude, never actively seeking a form of sexual release or diversion. After all, he had more important things to do with his time. One didn't survive in Megatron's thrall by giving into primitive impulses.

A sudden alert on his HUD brought Soundwave to a stop. The impending collision pop-up faded and he assessed the door before him. Exact to every other door on the Nemesis, located in the lower levels. Virtually empty space, the foundations of the ship and long forgotten service vents and hallways. Airachnid had quickly claimed the area as her own. No-one knew what lay beyond the deceiving entrance to her lair. She had made quick work of disabling the surveillence cameras in the walls and ceilings, and any repair drones sent in to fix the issue never returned. Separated by only thick plates of steel was a whole other universe, undiscovered and forbidden. And it was here that Soundwave would finally exile the erroneous thoughts fermenting in his processor.

The door's controls were overrided with suspicious ease. Airachnid was expecting him. Not only that, but welcoming him. Given her previous reaction to Soundwave, it was not illogical. But it was disturbing.

A hiss sounded as the barricade to mystery parted, revealing a darkness that seemed to writhe and crawl with a life of its own. With every step Soundwave took towards it, the darkness enveloped his frame, the unnatural cold it carried caressed his curves and chilled his circuits. He could feel two pinprick holes burning into his back.

"It's rude to enter a lady's room without knocking, Soundwave," a voice pierced through the black quiet, coming from above. Soundwave inclined his head upwards and was met with glowing pink hexagons locking onto his gaze, as if they could see right past the mask that held Soundwave's identity from the world.

"I thought you of all Decepticons would know manners," the voice continued, pink firebrands shuttering slowly and descending closer towards Soundwave. "Still, one can't expect much from a mech who would so carelessly manhandle a creature so fragile as a femme." A laugh, harsh and ironic, rippled against Soundwave's audio receptors. As per usual, he said nothing in response, not even when the burning optics were mere inches away from his visor. From this minute distance, he could discern the glint of grinning fangs and upturned lips. Lips that seemed to graze his visor in a bare kiss. Suddenly, the beholder of those exquisite eyes dropped downwards, landing squarely in front of Soundwave. But even as her peds touched the floor the officer struck out with his wide servo and grabbed her by the exposed protoform of her waist. Airachnid grunted in shock as Soundwave held her at a distance, as if she was a virus. He had to resist the urge to throw her across the room again.

"So, going to finish what you started in Megatron's absence?" Airachnid asked weakly with a mocking smirk. A shake of a masked helm answered her. "Well, do tell me what he ordered, Soundwave. I'd like to relish all the punishments I'll have AVOIDED!" Airachnid lunged out with an unfolded leg and jabbed at Soundwave's restraining hand, causing her to drop back to the ground. Before Soundwave could reorient himself, the spider had scuttled back into the surrounding darkness. With a silent mental command to the ship's lighting systems, the room suddenly filled with a painful glare of light. Airachnid was nowhere to be seen in the crisscross of metal pillars and beams, crates and forgotten debris. This part of the ship basement was a wide corridor that stretched into the illuminated distance. A disapproving series of tuts echoed through the walls.

"Now that's just cheating. Hmph, if we're going to play dirty..." The sentence was left hanging, finally falling along with Soundwave as Airachnid slammed into his blind side. The mech was sent sprawling and sliding across the floor, helm hitting the far wall. He usually wasn't this sluggish in battle, but it seemed Airachnid was taking full advantage of stealth instead of force. A long utility light overhead exploded in a shower of sparks and glass as a flash of white smashed into it.

'Taking the defensive...' Soundwave realized, hastily pushing himself upwards. Such an action was very much unlike Airachnid's usual nature. But perhaps this circumstance would prove to be an exceptional one. Another light burst out from another web shot, darkness regaining its territory.

"Come now, Soundwave, can't we have a moment where we're not trying to kill each other?" Airachnid's voice sounded faintly from all around with mock sincerity. The confined acoustics scattered the echo, making it near impossible for Soundwave to pinpoint her location. Usually he would have sent out Laserbeak to scout ahead, but his symbiote was in Megatron's possession under his own orders. Something akin to frustration crept into his spark as the last remaining light was snuffed and the area was plunged into black again. Soundwave purposefully moved forwards, scanning left, right and above for the telltale glow of Airachnid's optics. Though, surely she wouldn't be so foolish as to reveal herself like tha-

She must be toying with him. There was no other explanation as to the dots of pink that tore through the dark, not even dimmed. Even as Soundwave made towards her she made no attempt to back away, or defend herself.

"Now that's better, don't you think?" she asked poisonously as Soundwave approached with complete apathy. All her inane rhetorics were irrelevant to the task at hand, but he decided to humor her for now. It would only make the job easier if she was under the illusion of safety. "I have to say, I was expecting something fiercer from you," Airachnid continued as Soundwave's vision gradually adjusted to the gloom. She was perched atop a table inset to the wall, abdomen down and legs elevated in the air behind her. Smugly crossed arms tipped with deadly talons waved idly as she spoke. "You hardly seem to be putting any effort in this time around." Now she was criticizing his methods. How petty. "Not much of a conversationalist," she observed after a long period of quiet. "Still, better mysterious than monotonous. But how I would love to see what you hide beneath that silence of yours..." The barb of a back leg reached out towards Soundwave's visor, and his hand struck out again at her neck when it almost touched. The sudden movement scraped the glass, but he paid no mind to the infliction as Airachnid struggled against his vice grip. She was pulled off her roost ungracefully and hovered in the air, her outer neck wires constricted painfully under the increasing hold. But even her sounds of ascending discomfort couldn't cover the familiar shiver that lightly shook her frame. In some twisted, darker corner of her black spark, she was revelling in the pain he was causing. She took pleasure in his dominance. Upon that realization, Soundwave pulled his hand away as if he'd received an electric shock, dropping the spider on her peds. Airachnid very much noticed, and she grinned slyly.

"What's wrong, Soundwave? Spider got your tongue?" Airachnid laughed again and moved closer to Soundwave, back legs twitching subconsciously. Those damned things, so unique and vile. Spindly knives that sliced through the air. Some humans were said to have an inborn fear of the earth spiders, which represented everything evil, depraved and horrifying in their tiny world. One species was known to eat their mates.

Soundwave was so preoccupied with those thoughts, he didn't even notice the light pressure on his chest plates. The reflected heat against his body. The claws reaching up to cradle his mask. Only when he felt the touch of them on the frame did he warp back to the present, hands snapping up to grab Airachnid's wrists. He didn't push them away though.

"I've heard stories about what you hide under there, and each one just made me more curious," Airachnid commented as she let Soundwave suspend her wandering hands. "Megatron says you were quite handsome for a mech." That single throwaway remark caused Soundwave to falter. At the advent of the war, he had never felt too inclined to hide himself, but even then he only remained unmasked in the presence of either no-one or just Megatron. What else had he told this... creature?

"Why the facade? What are you trying to cover? Surely you can't be that bad, if I'm able to bare my face to the world." Another comment that struck Soundwave by surprise. Airachnid had always held herself with airs of utmost confidence and assurance. Her speculations about her appearance were completely contradictory to that nature. Soundwave didn't really know what 'attractive' was, he had never gauged another bot by their physical attributes. But if he was to view Airachnid as any other mindless Decepticon, she would be at least...desirable?

Did he desire the spider?

Or did he desire freedom? For once letting his barriers down- ones that he excruciatingly held high every day? To find a release for every passing emotion that he had pushed down over the countless years? Even to someone like Airachnid, who'd would logically stab him in the back at the first sign of weakness... There was something clouding his CPU, overriding the reasoning programs and common sense drives. Something primitive and unfamiliar, yet Soundwave did not fear it. What was he trying to conceal from the world? It had been so long since he first donned the mask permanently, the purpose was lost in his memory banks. And if there was no purpose...

A sudden rumbling sound from the mute mech elicited another smirk from Airachnid. "Something's got you talking now." As soon as she finished the sentence, she found herself pinned against the far wall by her still recovering neck. Soundwave's grip was crushing now, the cables underneath snapping from the pressure. Primus, he hated her. For her disloyalty to Megatron. For her paralysing effect on the soldiers. For the effect that she had on him...for the unwelcome feelings that her actions generated. The worst part was that she didn't feel threatened by his hate, or his abuse. Her sick masochistic side was awakening under his touch. And somewhere within the deepest part of Soundwave's spark, buried under centuries of coldness and silence, he wanted her to enjoy it. He wanted to see her tremble and struggle beneath him, for cries of ecstasy to intersect with screams of agony. It was wrong, foul, disgusting. And right now, Soundwave didn't care.

"I've heard that noise from plenty a mech before," Airachnid remarked with a dark smirk as the rumble continued, an instinctive reaction from Soundwave to the situation. "Though they're usually not this...scared." Soundwave had prided himself on remaining in control in even the most aggravating of situations. But such cutting words and suggestions from this wretched, magnificent femme released more animalistic rage into him. And in that moment of rage, he broke his one creed, that of complete muteness.

"Assumptions are dangerously incorrect," he growled in a deep, machinetic voice. Airachnid's sultry grin only grew wider.

"So you do have a voice. A very alluring one at that." Soundwave cursed himself to the Pit a thousand times over. He had given himself over in a fleeting lapse of primitive anger, a lifetime of built walls crumbling all around him before the words even left his concealed mouth. He barely even remembered Megatron's orders, his CPU was so foggy with something he didn't dare name. Claws held the edges of his helm, but this time he didn't restrain them. Damn him...damn her, damn the whole world. Even Soundwave in his wilful inexperience knew the dangers of lust. It drew even the healthiest and most organised mind from its proper duties if left unsatisfied, and if one did give into that useless emotion...the very thought caused his cooling fans to spin.

"No mech is immune to seduction, Soundwave, "Airachnid purred as her claws traced the intricate lines that ran across his armour, back legs lingering around him. "Don't you want to give in?"The spider had brought her lips to the side of his helm, where the audio receptors were housed. "Is there anything wrong with succumbing to temptation?" The hissed word wormed into Soundwave's mind and added to the inferno of corruption that stormed in his processor. She was right, damn her again. The only thing that condemned temptation was one's own moral code. And only Autobots were foolish enough to establish one of those. Could he allow himself to sate the primal appetite gnawing at his very spark with this beautiful monstrosity? Megatron wanted her punished, he suddenly remembered. But he had given his most trusted lieutenant full control of the situation. As long as she appeared to have been reprimanded in some way, he would be pleased. Who would know what happened down here, between the emotionless and merciless? A deadly secret that may ruin them both, it would shackle them in a bond of trust until either one offlined.

If only Soundwave had been thinking of those repercussions at the time.

Talons held the seams that attached his visor, begging them to slip and reveal the final mystery. Miraculously, the mask began to pull away in Airachnid's hands. Her smile now was not toxic, but excited. One hand held the shed masquerade and the other idly wandered as blazing pink optics met hungry red ones, and the digits that held her neck to the wall loosened slightly. Her mouth hung open in astonishment, the gap swiftly invaded by Soundwave's starved glossa. It was an act of pure instinct, the sudden need to fill and devour calling forth from Soundwave's processor. Her optics widened in surprise, but then fluttered closed from the new pleasure that spread through her. The mask fell to the ground, forgotten in the flutter of euphoria that unfolded between them. With a moan her glossa intwined with his, weaving around his mouth and tasting his very essence. Soundwave was guided by wanton passion, hands slowly working downwards, stroking Airachnid's chest, waist and finally her thighs and aft. But the hot hatred hidden beneath caused him to push her against the wall carelessly, her back legs spasming from the sudden blockade. As the front legs curled upwards to encircle Soundwave's waist, his hands shot up and slammed her arms above her and against the wall, his mouth working furiously against hers. Increasing moans slipped from her well-loved lips as she was grinded into the thick wall. The restraints at her arms started to move inwards towards her chestplates, and the now-freed limbs looped around Soundwave's helm. Airachnid had never seen a mech so rough and gluttonous in his lust as Soundwave; she very much suspected that it was a long while since he 'vented' out his pent-up anger. If the rumors were true, he'd never even been with a femme before. To see him in such a state of wanting was the most erotic thing Airachnid had ever witnessed.

"Lord Megatron wishes for your punishment," Soundwave said in that delicious growl as the fierce kiss broke off, a hand clasping one of her thighs and hiking it higher around him, the crook reaching up to meet his chest. The other stroked across a chestplate, glazing over the Decepticon insignia between. "This does not qualify as punishment."

"Maybe you're not being harsh enough?" Airachnid countered breathlessly with an upward twitch of her withering optics. Beneath the brilliant crimson optics were adjoining lines etched into the metal that angled off to the edge. His mouth was held in an open, damp frown, a black crescent held above the edged purple triangle of his chin. The near hidden pupils of his optics seemed to dart away in consideration before returning a split-second later.

"You ask too many questions." His mouth clamped again over hers, glossas dancing and twisting together in a millenia-long ritual display of dominance. One that Soundwave had no intention of losing. A digit wormed its way underneath the plating of her right servo and fiercely crushed a very specific point, emitting a cry of pain from Airachnid.

That sound alone made his spark beat through his shrinking spike cover. Pain and pleasure came hand in hand, the saying had never been more true. Her weapons, including webbing, were disabled from the nerve twist. There was no risk of being discovered, or being killed. All of a sudden the world of sex was looking very interesting to Soundwave.

He gathered Airachnid's aft in hands that had never been so busy as they were tonight and lifted her off the wall supporting her, twisting around and slamming her down on the nearest surface, the table that she had previously perched on. She gasped as the joints holding her back legs partially folded in from the impact, in a mixture of pain and deprived pleasure. Soundwave towered above her, partly straddling her shivering frame and pinning her arms down. He stroked her bended legs, cycling heavily in a pattern of pants as he locked his optics with hers, maintaining the line of contact even as Airachnid's back arched from the sudden simulation of particularly sensitive circuits. Her chest plates crashed against Soundwave's and the delicate armor shielding her most private chambers rose to meet his own. He could feel the steady beat of her spark that pulsed through the thin metal. His own covering throbbed almost painfully as it felt the proximity of Airachnid's waiting port. Sparks of electricity and auras of boiling heat radiated from the two figures in the gloom assessing each other, waiting for an action, a reaction, something to break the ache of the seductive silence.

"I don't believe you deserve this," Soundwave snarled, hands tracing Airachnid's shifting port covering. Even as he reluctantly spoke, it took all of his dwindling self-control to not ravage her right there and then. But perhaps this was her punishment. Being forced into patience for one of life's most simple and yet so gratifying rewards, to those who sought it. Cybertronian overloads- the technological equivalent to an organic orgasm- were said to be one of the marvels of the universe. Two sparks joined as one in a cacophony of rending screeches and abysmally deep groans, enough to shatter the very atmosphere into shards. It was just as well the walls of the Nemesis were so thick. Soundwave wanted to see just how much she wanted it. How far she was willing to go against her own nature for that blessed escape.

Airachnid's spider legs jerked violently from the ripples of delight that coursed through her system as Soundwave continued to caress her rolling hips. "How could I convince you?" she whimpered, optics fluttering erratically and arms held above the horns of her helm, splayed across the over-heating surface. Soundwave said nothing for a long moment, still running his digits in between her legs and only barely abrasing her port covering. He only spoke when it looked like Airachnid was about to lapse into stasis from the onslaught of bliss.

"Beg." A plain command, one that was relayed in a guttural tone that wouldn't have been out of place in an Insecticon hive. Airachnid held her optics open to meet with Soundwave's, and her glistening lips formed a grimace of realisation. He had noticed her response to being dominated, the shudder of new-found arousal that had betrayed her to the damned mech that was refusing her, deliberately keeping her from the void of sweet felicity.

"Please, Soundwave..." she murmured almost reluctantly, tilting her helm backwards as her whole body arched towards him. "I'm at your mercy... I want..." Something lusciously hard prodded the retracting metal of her port, encouraging her as she gasped. "I need you."

"Not good enough," he said cruelly, retracting his probing digits from her expecting circuits. She cried out like sparkling having its food taken, and her legs spread even wider, encasing Soundwave's waist.

"I...I yield..."

The moment of waiting stretched on for an eternity, interrupted only by Airachnid's gasps and heavy circulation of air. Soundwave only gazed at her with wilting optics, assessing her quaking frame as he did her pleas. The same admission of defeat that she had used before. The irony and pure glamour of it all caused his faceplate to bare a smirk. A click shot through the lust-heavy ambience. His released appendage, ribbed with a glowing purple spiral, seemed to hover near the heat coming for Airachnid's orifice, throbbing in time with his spark. All he wanted to do was bury it inside her, hear her cries of fulfilled agony and sheer ecstasy as she surrendered herself to the oblivion of overload. To see her writhing beneath him, praying for his touch. Now Soundwave knew why so many engaged in this act. Because it was just too good to resist.

Temptation was the direct adversary to resistance. Some felt the temptation to steal, kill and ravish. By giving in here, Soundwave was committing all three simultaneously. He was stealing Airachnid's dignity. He was killing the one part of himself that he had thought unbreakable, that of complete coldness and passiveness. The third was self-explanatory. Giving into temptation... was it a crime? Negative. Would Megatron approve of his actions?

Would Megatron even have to know?

Something bit deep into his waist armour. Looking down, he saw Airachnid's talons digging in, trying to push him into her. Her final show of submission, of animalistic necessity given form. She dripped and twisted under him, exposed valve flexing and soaked in her fluids. Panting and gasping like a drowning human. Oh, she certainly wanted this, here and now.

No need to keep the poor girl waiting any longer.

"Scream for me, spider."

One swift thrust left her vocaliser fritzing from the sensation and him moaning uncontrollably. The sheer suffering of being stabbed so forcefully, valve walls almost ripping from the intrusion pressure, was quickly covered by the sudden onset of masochism. If before her pleasure came in waves, now it was an uncontained tsunami. Airachnid's screams echoed down the vast corridor and reverberated through the ship, a melody of undiluted erotica to Soundwave's audios. He pulled back until the moist folds of her port barely grabbed the end of his pulsating spike, and penetrated again with all the force he could muster. With every new thrust her walls stretched and throbbed around the blessed intrusion and pulled him in deeper, his primordial grunts and moans adding a seductive bassline to the harmonies of Airachnid's song. The world was confined to only two bots sharing their insatiable hungers and declaring tainted desire and passion.

As Soundwave was pulled downwards in his propulsion towards the quaking body of his conquest, Airachnid drew him into kiss so rough it almost tore their lips and let unstifled moans trickle down their throats. Soundwave's glossa moved downwards to her crumpled neck cables, running it down and sucking on the delicate fibres and biting down on the most fragile-looking pieces while his hands dipped into and outlined the sensitive seams of her chestplates.

"Say my name," he ordered as his digits snaked between her legs, pulling them apart. He tauntingly retracted himself from her, spilling hot streams of fluid as he did.

"Sound...wave," she whimpered his name like a bot starved of energon, fangs piercing her mouth as her body practically called to him.

"I can't hear you," he growled through his gritted denta, holding back until he heard her shriek his name, echoing through the deserted area of precious privacy. The ever-more common smirk reappeared.

"Remember your masters, Airachnid," To hear him moan her name like that, the movement of his lips against her form and moving down her neck, only increased the unbearable ecstasy. He pushed himself upwards and loomed over his siren again, a pool of lubrication and fluids staining their midsections and leaking onto the floor. She groaned as he filled her again, his spike buried to the pulsating and drenched hilt. The beat of their sparks in harmony and the filthy melodies of their oncoming overloads filled the airspace to the brim. They weren't just over the edge, they had gone flying far beyond it. Soundwave let loose a searing flood of transfluid, and Airachnid's vocaliser was weak and unresponsive from the assault of delight that had bombarded it. The mech looked down at the spider, at her frame almost melting from the heat, her face twisting into a state of near-contentment. Satisfaction. Those toxic optics closed to the world, now suddenly much larger.

Soundwave saw her, and almost purged.

How dare he. How dare he so easily pass over his very being, his identity, for an overload. Even for one as amazing as that...

He threw her to the floor in disgust as she was recovering, gaining a cry of surprise and another shriek of metal-on-metal. This time, it wasn't alluring. As his spike was pulled from her still slick valve, strings of transfluid bridged the two together even in sudden separation. Airachnid turned her optics to him in confusion, but saw what lay in his. Her expression hardened into harsh understanding. This was not love or passion or even blind lust. It was simple dominance. Once again, he had bested her. The physical pain and current emotional anguish filling was her punishment. She was, and always would be, inferior. And this fleeting moment would not be repeated in the future. He wouldn't allow himself to be caught like that again.

"Lord Megatron expects this punishment to discourage you from further acts of insubordination. Return to your usual duties."

Soundwave walked away, leaving her still partially dazed on the floor. He picked up his fallen mask and refitted it mechanically, exiting just as he had entered; without emotion. Those optics burned into him as he left, and a smirk graced Airachnid's ravaged lips. Her mind wasn't the only piece of technology that had captured the moment.

And she was sure Megatron would find the evidence very interesting.