Disclaimer: Transformers are the property of Hasbro and whoever they sold the rights to. The story and the original characters are my own. No infringement was implied or intended. No financial gain has been received.

A/N: This has been bugging me for quite a while. It takes place three weeks after "Wonton" in the "Children of Megatron" plotline. It basically answers the question in "Four Way" about what Thundercracker and Alpha Quatrous had never experienced with Ellie before, just in case you were wondering. As always, let me know what I did right or wrong. Tracy

Tears of a Spymaster

"Well, we shouldn't have to modify it too much to turn this into a comfortable work space," Ellie said as she wiped her hands off. "Except maybe clear out all the old junk."

Soundwave watched silently from the doorway behind his unified as she addressed Bumblebee. The yellow scout was closer to the opposite wall and kicking debris out of his way.

They were in Los Angeles to inspect another building for the ever expanding Autotronix empire. This was, according to the plan, going to be a factory and research facility to create yet another medical device to help humans with neural pathway problems.

Suddenly, his sensors picked up a buildup of propane gas molecules as his unified's first mech knocked a rusted piece of metal off a hole in the wall. It was behind an ancient looking heating system and caught on a frayed wire as it fell, causing the spark.

"Ellie!" he roared as he lunged, a fraction of a second too late, to stop the boiler from impacting his mate.

He heard the scout's cry cut off quickly as he landed against a side wall, then went through it. His own damage reports began to scroll across his processors with fatal errors blinking frantically. He was about to go into emergency shut down, so did the only thing he could; he opened his chest compartment and expelled all of his cassettes, as well as the spidrobot, Spiral. The only order he had the coherence to issue was simple, "Protect Ellie." That was the last memory file he had before his systems shut down to send him into blessed stasis.

VVVVVBREAKVVVVV

According to his internal chronometer, Soundwave had been in emergency stasis six hours, twenty minutes and twelve seconds. He brought his optics back online as he ran a diagnostic to discover most of his damage had been repaired, and the minor damage left was quickly being handled by his self-repair systems. A few minutes later, he reviewed his final memory files and jerked to a sitting position roaring out his defiance.

"Ellie!" he boomed as he searched for and found their bond link.

"Easy Soundwave," First Aid comforted. "She'll be fine."

"Ellie; location. Now!"

"She was hurt pretty bad. She's over in the surgical hangar along with Bumblebee," the medic informed, pointing.

Without another word, the spymaster lurched off the bed and hurried in the direction indicated. Distractedly, he noticed he was on a military base, but chose to save the data to a file he would analyze later. Right now, the only thing on his processor was getting to his injured unified.

His bond led him straight to another hangar where he saw Optimus Prime standing at the door, waiting for him no doubt.

"Soundwave, your cassettes are all here and fine. They are standing guard around Urielle's room," the prime addressed him.

He knew his cassettes were all fully functional, that wasn't what he wanted to know. "Ellie; status," he said in as clipped a tone as he could make his monotone.

"She is recovering," his father in law started. "They had to operate on her to stop her ruptured spleen from bleeding into her chest, but they were able to save it. She suffered a moderate concussion, five broken ribs, three cracked ribs, a fractured sternum, a punctured lung, a collapsed lung, a strain to her spinal column . . . and a miscarriage," the prime finished hesitantly.

Soundwave stood and watched his unified's mech creator in astonishment. Perhaps he took a harder blow to the processors than he thought. It almost sounded like the mech had told him his unified had suffered an impossibility.

"Repeat final injury."

Optimus sighed in frustration and brought his hands up to his head as if he was developing a processor ache. "You heard correctly. She suffered a miscarriage, you and Bumblebee where the mech donors."

The spymaster staggered backwards as if he'd been shot point blank in the chest until he fell on his aft. "Explain status."

"We don't exactly know. The running theory is that somehow, whenever you two got in the way of that pregnancy machine, it made you both temporarily, biologically fertile."

"Biologically?"

"Yes. There were two biological implant sites in her spawning chamber, as well as several energy readings that identified as spawn sparks. Ratchet and Livewire have removed the debris when they all extinguished within a matter of ninety seconds of our arrival to the explosion."

"Number," Soundwave demanded.

"Two biological offspring, three hundred forty two inert spawn shells were recovered," Optimus said as he hung his head in sorrow.

"Ellie, informed?"

"No. She hasn't woken up yet."

"Bumblebee?"

"No. He is in recharge."

"Soundwave acknowledges. Bumblebee, status," he addressed the prime as he finally stood up.

"He had to have his entire right side replaced; it was crushed in the explosion.

"So, what happened?"

In answer, he sent the recording of his final memory files before he woke up from his emergency stasis. He saw the optics dim of his father in law as he received and opened the files.

"An accident. Nothing more than a slagging accident," the prime muttered in disgust.

"Affirmative."

Optimus Prime sighed deeply through his vents before he visibly straightened up and resumed his normal stance as a regal and noble leader. "Urielle and Bumblebee are both in recovery. It's through those divider doors," he gestured to the other half of the hangar. "You will let me know when she wakes. I still have to tell her . . ."

"Soundwave acknowledges request. Negative duty requirement."

"She is my daughter. I should be the one to tell her," he argued logically.

"Negative," Soundwave replied as he allowed himself to slip into a more familiar pattern of speech. "She is my unified, they were our offspring. I will tell Bumblebee and Ellie both."

The giant mech looked at the spymaster for a very long moment, debating internally if it was the right thing to do. Finally, after seeming to come to some decision, he nodded and put a supportive hand on the smaller mech's shoulder. "Thank you," he said quietly. "I will be here if any of you need me."

He squeezed his son in law's shoulder reassuringly, then dropped his hand as he motioned toward the hangar. "Livewire and Ratchet both are monitoring them. They can tell you any additional information. Go to her."

It was all Soundwave needed to hear as he started off toward his mate, limping pronouncedly.

"Soundwave," Livewire stopped him just before he opened the curtained off section of the hangar. "I am so sorry for your loss. If there is anything you need, just ask."

"Age," the spymaster demanded. If he could just figure out how this happened, then maybe he could discover a way to replicate the pregnancy.

"They were three weeks along."

He nodded then focused his attention on the curtain, ignoring the medic. Three weeks ago, they were engaged in a very long, three way interfacing period. That had to have been when it happened.

Satisfied that he had at least some answers, he parted the curtain and walked through.

Soundwave stopped just inside of the curtain to watch his mates lying in the middle of the room. At some point, Bumblebee had come out of recharge long enough to crawl to Ellie and set her on his chest, his hand covering her protectively. He doubted either Ratchet or Livewire would have been too pleased about that, but he found the action comforting.

Heavily, he walked over and lay down beside them on his side. He used one leg to anchor himself around the uninjured leg of the smaller scout and covered the hand protecting their human with his own. Groggily, he felt Bumblebee surface enough to nudge questioningly at their bond. He sent a flood of warmth and protection back. The yellow mech, satisfied, returned back into recharge.

Off lining his optics, the spymaster spared a few minutes to run a diagnostic on his systems. When they revealed that his holo imaging generator was fully operational, he was inordinately pleased; he used it to manifest his form under his and Bumblebee's hand, lying right beside their unified. He ran his own scans of her, making note of where she was injured and where she was not. Satisfied he would not add further injury to her battered body, he curled around her protectively, and gently placed his hand over her gestational chamber.

The information Optimus Prime gave him flooded his processors again in a continuous loop only interrupted by the spindly medic's condolences. Finally, it was too much for his own injured body and processors to handle, so he wept. Briefly, the knowledge of the term "mourning" floated through his processors only to be dismissed. He no longer cared about analyzing or cataloguing, he didn't want to focus on information retrieval that he could later use to further his own agendas. He just needed to grieve. He wanted to say goodbye to offspring that never had the chance to develop or live. He needed to allow himself to simply be a mech who had just lost his spawn.

"What's wrong?" he felt the scout's concerned question through their shared bond.

He couldn't hide it, and didn't even try; he opened the link between them and shared the information he had learned.

He felt the shock of the smaller mech as he absorbed the information. Finally, he felt the grief mirroring his own along the link as the hand above Ellie and his holo image flexed in response.

"We will grieve now," Soundwave promised them both. "Together. We will allow Ellie to grieve when she awakens and be strong for her. Then, we will attempt to replicate the discovery when we are all healed."

He felt the acknowledgement through the bond as the scout let down his own emotional walls. Soundwave followed suit and finally allowed the depth of his own anguish to surface. Together, they grieved as they protected their precious human mate. After allowing their emotions to run through their processors and bond, they drifted off into an exhausted recharge.

VVVVVBREAKVVVVV

The three medics were watching their patients recharging on the floor when Optimus Prime came up behind them.

"How are they?" he asked when they didn't turn around.

"They decided to recharge curled around each other in the middle of the floor," First Aid informed.

"Are you going to put them in their own berths?" the prime asked in curiosity.

"No. Right now, they need each other. They are grieving," Ratchet informed.

"You should inform Megatron about what happened. Let him know that Soundwave will be unavailable for some time," Livewire suggested.

"Yes. I informed him when we were transporting them here. He will be here by early evening," the weary father admitted as he sighed through his vents.

The four mechs stood in silence as they continued to watch the injured family curled around each other . . . no one mentioned the optic fluid dripping from the faces of the mechs as they recharged.