Disclaimer: Own Al, Omega and Orcus. That's it. This is the only chap in 1st person. This is for LS 'cause she wanted to see the 'Bots save her. Anywho, here's the first chapter.

Wave after wave of unimaginable pain assaulted both my mind and my body as I started to come online after I had (finally) passed out during a torture session with Soundwave, one of the many I had taken and no doubt, not the last. Not if Megatron had anything to say about it…

I whimpered softly, slowly activating my optics as I did so, and wondered what plans the Decepticon torturer had planned for me that day. If I had any luck, which I hadn't had any of lately, they would finally decide to kill me. Twisting and clenching my nearly numb hands, which were bound tightly behind me with energy chains, I managed to turn myself over so I was lying on my side just before the lights turned on. I cursed.

Footsteps approached my cell as I struggled to sit up and I glanced towards the door just as Megatron, Soundwave and Orcus walked into view. A shiver shot up my spine at the look Orcus was giving me.

"Ready for more, Autobot, or have you finally decided to give us the Ark's assess codes?" Megatron asked, turning off the energy field so he and the other Decepticons could step through. I grimaced slightly, but then growled.

"See'ako!" I managed to spit out, using the Kryogen my master had taught my brother and myself when we were sparkings. I smirked as well; Megatron had no idea what I was saying.

"She said go to the pit." Soundwave translated in his monotone voice and my spark dropped; I forgot Soundwave knew the ancient language as well.

The Decepticon tyrant frowned. He looked at Soundwave, nodded and then backed away so Soundwave could invoke whatever pain and havoc he wanted to on my circuits. I cursed myself, and the other three Transformers, out loudly as the cassetticon walked over towards me.

I had been a Decepticon prisoner for over a week now, the result of going off, mudding as luck would have it, after Cliffjumper pushed one of my buttons too many. I had let my guard down for a second, just long enough to make it down a muddy hill, but that was a second too long. They managed to snag my tire and I rolled. Long story short, they captured me. While I had only been there a week, the defenses I had put up in my mind were starting to wear down; I wasn't sure how much longer I would last, but I knew I had to last as long as I could because I was not going to betray my faction.

My family.

Megatron had, after two days of Soundwave trying to get into my mind and me forcing him away using my powers, offered me my freedom for the codes to the Ark, but I spat it back in his face. Literally and figuratively, if you catch my drift. (Wink.) However, that little fiery comeback wasn't enough to make me over see the truth he and I both knew; I didn't have a clawless cat's chance in hell of getting out of there thanks to the torture and the fact that they didn't give me a lot of energon. They gave me enough to survive, but only just.

Of course, one thing did bug me. How did they know that, while Prowl and Ratchet were gone, that I had the codes? I mean, they were only going to be in my head for a day…maybe two. No way they could have known. I mean, I had the codes to get in and out of the Ark, always had those since they were essential to get into the ship, but they could not have known that I held everything. I cursed Prime again.

"If push comes to shove," he had said, "They won't think that you have them. Plus, it'll only be for a few days."

Yeah right. They obviously figured it out. Nice one, Prime. Give the codes to someone the Decepticons'll never think to suspect and then watch her get kidnapped! Perfect plan there! Why didn't you hold the codes yourself? No one can take down the great Optimus Prime!

I blinked. Oh no. I was mentally yelling at Prime. That can't be good. It wasn't his fault I had been out mudding on that road. It was mine…and mine alone.

I felt myself being lifted and slowly drifted back into the hellhole that was reality. Looking up, I saw that Soundwave had shackled my now free left hand to the wall above my head and was ready to do the same to my right. I smirked. Did he really think that, even though it was going to cost me dearly, I wasn't going to fight back? Stupid Decepticon. I snatched my wrist from his grasp and then lashed out, hitting him squarely in the jaw. A chuckle escaped my throat, but my victory was short lived.

Soundwave recovered sooner than I thought he would and, with more force then necessary, grabbed my wrist and pinned it above my head, shackling it there as well. I winced as the metal nearly cut my wrist, but then shivered when Soundwave looked me in the optic. Behind his visor, I knew that his optics were cold, uncaring, and I had to look away; he should show SOME kind of emotion!

"I am going to enjoy this, Auto-Brat." Megatron's voice said from behind Soundwave and I knew that said blue mech was going to as well.

I tried to peer around my captor's shoulder to glare at Megatron, but, before I could, a sharp, stabbing pain came from my chest area. Gasping and gazing down, I saw that Soundwave had plunged his hand into my chest and was now, slowly and painfully, pulling whatever his fingers could reach. "St-Stop!" I begged in a choking voice, trying to move just enough to get his hand out of my circuits.

It had been a few days since I had shot Megatron square in the chest; the idiot had forgotten to put a lock on my subspace pocket. However, like what had happened before, I paid for my moment of revenge severely. My main armor had been stripped from me and so had all my weapons in subspace, but that was locked afterwards to keep me from getting out anything they didn't find. Oh well. You win some, you loose a lot.

So, like I said, there I was, bound, nearly naked, and completely defenseless. Couldn't get any worse, right? You'd be wrong. Dead. Wrong. Without even blinking or caring, the Decepticon grabbed a fistful of delicate wires tightly and turned his hand quickly. A jolt of intense pain, like lightening, shot through my chest and I cried out, trying to arch away from the cold cell walls.

After a moment, Soundwave released the wires and pulled his hand, not too gently mind you, out of my chest, tearing a few wires as he did. Panting slightly, I glared up at my torturer and the two 'spectators'; they were smirking while Soundwave was giving me a blank stare.

"All you have to do is give us the assess codes, Autobot, and you'll be free from Soundwave." Megatron offered, an 'accept-it-or-you'll-regret-it' tone in his voice.

"Never." I challenged.

"Soundwave."

My optics widened. "N-No! Please!" I don't know why I was being tough one moment and then a scared sparkling the next; maybe his tortures had that affect on people. Who knows?

"Tell us the codes then, Autobot!"

"…" For a moment, though it sickens me to admit it, I did consider the Decepticon's offer. Then, I mentally kicked myself, "Bite me you son of a glitch!!" I answered.

Megatron frowned, but I could see he didn't care how much he put me through, as long as he got the codes. He had a feeling, I could tell, that I would spit them out sooner or later. The tyrant nodded at Soundwave again.

Said mech walked back in front of me and ejected Ravage. The panther walked in a half circle around my ankles, judging exactly where and when to attack, as his master walked to my side and ripped off the side of my bumper; a whimpering cry escaped me before I could even think to stop it. Suddenly, Ravage's sharp, needle point teeth dug into my lower leg and I yelped, nearly screaming when his claws ripped and popped the tire on my right foot, which was the last not flat tire I had left. Soundwave pressed two wire tips together and I felt another jolt of electricity, only this one like fire instead of lightening, shoot through my entire body. I let out another whimper and then a yelp as the pain increased.

"Make them stop." I looked at Megatron, "Please, Megatron. Megatron, please…"

"Not until you tell us what we want!" The Decepticon leader snapped, showing me no mercy whatsoever.

"You know I can't! Megatron, please!"

Megatron didn't answer and I felt Soundwave trace the markings on my arm, thinking of how he could use them. I shivered and whimpered again, but then yelled upon feeling Ravage jump up and claw my stomach, ripping up whatever circuits and wires he managed to snag. I arched my back and gasped as pain shot through me again. A curse that would make Unicron cringe in fear spat out of my mouth faster than I could stop it as the panther cassette snagged a certain wire in my lower stomach; my legs suddenly gave up on supporting me. I whimpered as the shackles freely dug into and cut my wrist now that I couldn't stop them.

Soundwave had given up on my markings, for now, and moved onto the wires Ravage had ripped. He looked at me and then took two totally different wire ends, one was colored blue and the other red, before sticking them together. I screamed and arched my back as far as I could away from the damp, cold and energon covered cell wall as bouts of untold pain shot throughout my body, the two very different wires reacting negatively to each other; tears formed in my optics.

Good sweet mother of the lord Primus, why couldn't they just leave me alone?!

"Please…" I managed to gasp out, "Megatron…mercy…slaggit…make him stop…"

"I think not. I gave you a chance, Autobot, I think this shall teach you not to turn down whatever you're given." The tyrant smirked. "Soundwave."

"Yes, Megatron." The cassetticon nodded, "As you command."

"Please! Oh, Primus, please, Soundwave! Stop!" I sobbed, the barriers I had put up finally breaking down. I was begging mercy from a Decepticon who had none. "I beg of you! Please…no more…"

Soundwave ignored my cries and produced a small needle from subspace. I stiffened. Oh double frag. The mech put the needle into the dot that was dead center in the back of my neck; the same marking that unlocked all my others. Gasping, I tried to brace myself for what was coming next, but it didn't help for as soon as Soundwave touched one of the markings on my arm, the entire room lit up and my arm felt like it was on fire.

The golden light dulled as well as the pain, but that didn't stop the flow of tears down my dented cheeks. Apparently excited by the bright light, Ravage suddenly jumped up and snagged the arm that had been as bright as a Christmas tree in his mouth. He hung from the limb as pain shot up and down it. After a moment, he let go and licked the energon off his mouth. MY energon.

Soundwave touched a marking on my back and stepped away. Without warning, bouts of fiery, lightening and stabbing pains occurred all over my body. My optics may not have shut themselves off, but everything went black, the pain suddenly blinding me. I choked on a sob and a scream, which were mixed together in one, strange sound, and then my body started to go numb. I realized I was starting to finally black out. I whispered a softly prayer of protection and mercy to Primus as one by one, everything went offline.

Just before I completely went offline, I felt someone grab my chin and Orcus' voice hissed in my audio, "Primus can't hear you. Even if he did, he doesn't bother to help his own children. So don't bother asking for his aid, my dear."

After who knows how long, I finally started to come back online. The old, and new, pain was still there, throbbing and stabbing me every time I dared to draw a breath. I moaned softly and on lined my optics. Slowly, I glanced around and realized I was, though I knew I still would be, at the Decepticon base and still a prisoner. However, I also realized that I was in a new cell room and my hands were no longer shackled above my head, but back behind my back. I cursed again; loudly. That seemed to be one of my favorite things to do now that I couldn't have a single sip of high grade. Of course, I also had learned a few new curses, courtesy of Starscream and Motormaster.

"Ah….so you're finally awake…" Megatron's voice smirked.

I cursed. Yes, I cursed again. Looking up, I saw that, not only was I back on the floor, but that Megatron, Soundwave and Orcus, I hate that werewolf, were standing in front of the cell door. I let out a soft, involuntary whimper upon seeing them all of them, but mainly upon seeing Soundwave.

Megatron must have heard me for he smiled. "Tell us or suffer."

"…Never…" I grunted out, the pain in my chest still there. I tested out everything quickly and found that, because of the last marking being on my back, my arms weren't working that well. Yet another curse escaped my mouth. I had yet to repeat a single curse and was still working on finishing the list so I had to find SOME reason to do it.

"Soundwave." Megatron frowned.

Said mech walked over to me and turned me so I was laying down on my back. He sat down on my legs, rendering them useless, and then looked down at me with that stony blue visor of his; I couldn't help but gulp. Without hesitating, he put his hand on his stomach and maneuvered his fingers through the wires, some fixed, so not. A whimper excaped my lips at the pain. I wanted him off and away from me!

Suddenly, Soundwave tightened his fist around the many wires in his hand and them; hard. I arched my back and cried out, but he only grabbed more and did the same again. I bent and stretched my legs weakly as I struggled pathically to get out from under him. The Decepticon wasn't going to have that. He grabbed my throat with his free hand and forced my to look up at him.

All I could do was whimper and comply. I felt his fingers snap a wire and I arched up to him when the electricity shot through me like a bullet. I could tell he felt it too for his usually emotionless face showed a flicker of pleasure at the electricity. I squirmed again.

"P-Please…get off…"

Megatron shook his head and Soundwave's assault on my mind and body continued. I can't really recall anything during the next few hours, mostly because my memory has been nearly wiped of that, but I can tell you that I was in immense pain. The cassetticon continued to wreak havoc on my insides while his other hand pinched and pulled whatever he could reach on the surface. By the time the many hours of torture were over, all I knew was that I was in so much pain, I could have died. It hurt to even breathe.

"Tell us, Autobot." Megatron suggested. "Or Soundwave shall continue."

"I-I c-can't, Mega-Megatron…" I managed out, "Pl-Please…no-no more…I-I'm begging you…Mercy…"

"Megatron? Have mercy?" Orcus chuckled, "That's a laugh."

"Silence." Megatron ordered. "You'll pay." He said to me.

"N-No!" I whimpered, "Please! Let me-unn…ugh…" My words were drowned out of my vocalizer as I felt Soundwave stroke the wires in my chest gently, almost in a caring way; the feeling of pain it caused was washed away as the afterwards wave of pleasure replaced it.

"Tell him Autobot." Soundwave ordered, looking at me. "We could continued this easy," He suddenly grabbed the wires and pulled; I arched up to him again. "Or hard."

"Go to the pit, you unholy spawn of Unicron." I spat out, panting.

"Very well."

Something sharp pressed against my chest and then slid down; I felt the knife slice through whatever it could. I screamed, arching up again and throwing my head back as a horrible pain, like none I had ever felt before, shot through me, engulfing me. Everything started to hurt and nothing worked. My optics shut off. My legs went limp. I swear my spark stopped for a moment. Sobs tore themselves from my throat and tears ran down my dented cheeks.

"STOP!!!" I screamed, pain overriding my loyalty, "I'LL TELL YOU!!!!"

The knife stopped.

"Excellent." Megatron said, pleasure evident in his voice; my optics reactivated as he walked over to us and bent down. "Tell me, Autobot."

"My memory circuits…" I managed out, gasping and choking for breath; my voice sounded like nothing I had ever heard before. It didn't even sound like it was ME talking. "The codes…have to be given from them…but I have to do it…willingly…"

Megatron smirked and I cringed at the look on his face; he knew he had defeated me finally. "Good…Soundwave." He motioned his head towards me.

Soundwave nodded. He pulled out a wire and, after opening a panel in my upper right side area, plugged it into me. I groaned and tossed my head back again, only this time not as far back, as I shuttered my optics close. I saw bits and pieces of my memory flash by and tried to shake the mech on top of me out of them; they were my life. He had no right to them! I offered Soundwave the codes from my memory and he took them, but not before playing with a few of my more…precious memories. As soon as he had downloaded the codes into himself, I expelled him out of my mind using my powers.

The casetticon unplugged the wire and then walked over to Megatron as I tried to asset what all he had messed with, but with my memories damaged, I could only guess. The Decepticon tyrant turned to leave, taking Soundwave with him. However, Orcus stayed, watching me as I struggled to sit up. I mentally kicked myself over and over again. How could I do that? How could I have allowed them to defeat me like that? How could I have allowed myself to betray my own faction?!

With a choking sob, I managed to wiggle my arms so they were in front of me and then buried my face in them. Tears ran freely down my face as I thought about what the Autobots would say if they after found out about what I had done. No doubt Megatron would tell them. Oh Primus!

Wheeljack!

His picture formed in my head and I clenched my fists. I had betrayed him as well. All because I wasn't strong enough to resist; I allowed myself to be defeated. My only hope was that Prowl and the others had changed the codes…I could only hope. Sobbing softly now, I curled up and fell into a torturously peaceful recharge.