This was supposed to be a oneshot, but it got away from me-as these things often do. There is a bit of discussion of sex/interfacing and sparklet termination, so I've rated and tagged at my discretion. Enjoy the story folks!

Cadenza: an improvised or written-out ornamental passage


Soundwave trusted in one thing.

He had made it his mantra through four million years of war crimes, had let it keep him grounded in a world torn apart. Megatron was his lord, his master, and would lead them somewhere that mattered. He had never questioned his loyalty to the cause. He had never asked for more than what he was always provided. Knowing he had such a firm, constant thing to be devoted to had been enough. He had never wavered, and as a result he had rarely ever failed.

This devotion had never needed to spread beyond military means. Soundwave would have been content at his console, with the insight and silent power his work provided him. Knowing that he alone was trusted had always been enough.

But it had, of course. Megatron took what he wanted and Soundwave had never refused. He had always leaned into the touches, twisting into his lord's hands in silence as Megatron took and took. It was a kind of eagerness no one else knew existed in Soundwave, and Megatron reveled in it.

Such rewards for his service came less often as the war wore them down, but each time Soundwave still gave himself over. Even as the strain began to crack Megatron's iron resolve, Soundwave was there, in body, spark and quiet loyalty.

Occasionally Laserbeak questioned, silently, whether this would still all be worthwhile in the end. His other symbiotes often had out loud, back in the days when he had other symbiotes to feel closeness to. Soundwave's firm devotion always boiled out the seeds of dissent this could plant. With only Laserbeak left, such discussions had trickled to nothing. They did their work with the excellence Lord Megatron expected. Soundwave, as he nearly always had, expected nothing in return.

Why should he mind? What did Soundwave need to ask for in return, besides the knowledge that he did his duty?

When Megatron died, and dark energon returned him, Soundwave remained. He began to find himself in Megatron's berth more often, his spark bared against his and plating hot between his thighs. There was something wild in Megatron that had not been there before, a darker kind of obsession with Optimus, or control, or whatever else had captured the imagination of the miner from Tarn. Soundwave did not complain. Late in the downshift he would watch him from under his visor, concern pulsing through him as he watched his restless recharge. There was much to be concerned about these days. Alone above a tiny blue planet in a tiny silver ship, full of insignificant, treacherous mechs and drones.

Soundwave resolved, as always, to be excellent. Laserbeak would cock her head as he returned to his chambers that morning, the closest she could get to teasing him (which therefore meant it was the closest anyone, ever, would get to teasing him).

He would report to his post, and continue his excellence.

When he first felt unwell, he pushed through. Such illnesses were rare for Soundwave, so he ignored it as always, making no indication that his spark pulsed wrong and his energon ran too hot. He ignored Laserbeak's quiet concern, and eavesdropped on the Vehicons to ensure that no new virus was coursing through them and had settled in his frame. His vision blurred and his reaction times slowed, nausea clouding him. He pretended not to notice his own body.

One downshift he found himself in his washrack, on hands and knees, fumbling for the catches on his visor so he could retch up the day's ration. Laserbeak's alarm fed back to him before he had gotten it all up, and he stared down at his reflection in the mess. His real face, and the reminder that he had never learned to smooth out his expressions. Hiding them had made it so easy to pretend his optics never went wide, and his teeth never gritted in distress.

Go to Knock Out, you fool.

For once he wished Laserbeak really was a drone. Drones never told you what you didn't want to hear. They certainly never reminded you they were capable of a full sentence and insulted you at the same time. Assailed your long-controlled empathy with emotion and concern.

Soundwave washed his face, and clicked his visor back on. He had to move slowly towards his berth, the clench in his spark almost as violent as the churn of his fuel tanks. He pulled himself into his berth (it had never before been more inviting than the console) and informed Knock Out he would seeing him before his shift.

He had never simply cleared part of a schedule for his own ends. Soundwave did this through the ache in his tanks, and recharged deeply.

"Well this is...unexpected," Knock Out said the next day.

His voice was flat, after several checks and rechecks of Soundwave's systems and spark. He hadn't been particularly pleased about the clearing of his typical work for Soundwave, of all mechs, but that was what he was there for.

Laserbeak circled lazily over their heads, cleared off when Knock Out determined he needed to check the spark. How he had gotten there must have taken some guessing, as Soundwave had not been a helpful patient. Laserbeak would have to be satisfied with him making an appearance.

When Knock Out began to stiffen, his optics pulsing darker, Soundwave watched with interest. When he threw his instruments aside, pressing his audial against Soundwave's chest, his interest turned into alarm.

He betrayed this only by cocking his head to one side, questioning. When Knock Out straightened up, he was clearly struggling to keep his composure. It was rare these days that Soundwave was assaulted by the emotions of others, but now Knock Out's alarm and surprise assaulted his senses. He was grateful for his visor.


"It seems that you're carrying a spark," Knock Out said carefully.

Soundwave actually started. Above his head, Laserbeak nearly crashed. She had to land quickly, on Soundwave's outstretched arm, and he could feel in her plating the shake.

Soundwave and Knock Out regarded each other for a long moment. Knock Out broke first, of course. "I'll need to run a full diagnostic," he said, filling the silence. "Of course, the vibration I heard is quite faint, so you're not all that far along—I assume it's Megatron's?" When he got no answer, Knock Out continued on. "In any case, it's a shock that your merging would produce life out here, on the quality of Earth's energon...hm. What will our liege think?" he asked, one hand on his hip.

Soundwave played back part of a recording, one from a particularly brutal chewing-out Megatron had given Starscream some centuries ago. "-I will not tolerate such nonsense aboard my ship!"

Knock Out nodded, face thoughtful. "Agreed, he won't allow it. You are early enough for a termination. Simple procedure, at this stage." He forced out a laugh. "Imagine, a newspark aboard this ship!"

Soundwave felt...something curling in his spark, as much as he could through Laserbeak's shock feeding back. It was a ludicrous idea, one he agreed would disgust Megatron. Soundwave himself had never been all that near a newspark anyway. A few sparklet corpses, if they'd raided somewhere rich. He knew they were dependent and had to start off small. It took time to get them through their upgrades. And Soundwave's spark, its lifeforce, had always been off. He had never concerned himself with merging on Megatron, because the chance of it causing an issue had been so small.

He had miscalculated, badly.

"I've done terminations on a Vehicon or two since I got here," Knock Out was saying, waving a hand as he returned to his diagnostic tools. "Recovery time is very short. It was a common procedure, actually, when there were more of us. Of course, maybe now the powers that be are regretting it, mm? Maybe there'd still be more of us today..."

Soundwave was hardly listening. He fended off comm after comm from Laserbeak, ignoring her completely for perhaps the first time in his life. Knock Out said something about free time the next day, if he wanted to speak to Megatron first.

"If not, of course, that's fine too," Knock Out continued. "It may be best not to concern him with such matters. Come back tomorrow and we'll take care of it."

Laserbeak returned to her place on Soundwave's chest, and they left. Knock Out's incessant chatter was somehow amplified, and Soundwave hastened himself back to his quarters. When the door had closed safely behind them (as if anyone would be listening) Laserbeak commed him. He answered her ping, and let her concern wash over him.

He allowed himself a brief moment of lying back on his berth, resting his spindly fingers over his spark chamber. It astounded him that he hadn't noticed before, but now he could hear it too. The steady thrum of his own spark, always, and Laserbeak's little one close by. And now, an even smaller one. Barely legible, but so very close to his own.

Megatron would be unhappy about the inconvenience. Perhaps concerned that it would affect Soundwave's ability to be useful, or even for his well-being, but there was no place for a newspark. They needed attention. Affection, even. There was none of that here, or in Soundwave himself.

He had never created life before.

Soundwave lay still, letting the realization dawn slowly, so it would not shock his own systems. Most of his symbiotes were dead or worse. He was never lonely, with Laserbeak and his work keeping him occupied, so it wasn't that.

He found himself shocked, because he had no good reason. There was a roiling sickness in his tanks, and it wasn't the physical kind from before. He didn't admit to himself, but waited for it to dawn on Laserbeak. She stiffened, and turned her head slowly. She regarded him with one bright, beady optic.

You can't. Why would you?

He had no answer. She questioned him again, and again, and Soundwave decided to ignore her, again, and returned to work. He did not see Knock Out for the rest of that day, and ignored his feelings as he always did.

Halfway to the medical bay the next day, for his termination, Soundwave turned around. Laserbeak he had sent scouting, to her annoyance. She wasn't there to feed him back fear and alarm as he changed his route. His steps found purpose as he moved, and he found himself at his communications hub, alone. He waited.

Megatron appeared some time later, still dented and dirty from last night's scuffle with the Autobots. He paused when he found Soundwave facing him instead of his console, but said nothing. Had he been Starscream he would have snapped at him to return to work. But his most loyal servant had a reason for everything. Megatron raised a brow. Soundwave steeled himself.

"Ah, Soundwave," he said. "Do you have something to report?"

In a way. Soundwave stepped forward and kneeled, a low and practiced sweep. He allowed himself to feel Megatron's surprise. No impatience, yet. Almost an indulgent curiosity for why his third in command would not be working his console.

Soundwave turned his visor towards his master. The clip he played was so private that he would otherwise never have revealed its existence, but Megatron would recognize himself in it, looming over Soundwave, his optics dark with lust.

The Megatron of right now stared at him, and Soundwave stood up. He reached for his master's hand and pressed it against Soundwave's spark chamber. He willed him to understand.

"What-" Megatron said, his optics wide.

Soundwave relented, and played back Knock Out's voice. "It seems that you're carrying a spark."

Megatron stepped back as if he had been burned. "You're—what? You're what?"

Soundwave nodded, slowly, towards his chest. Megatron half reached out, before pulling his hand back. Finally, Megatron took a cautious step forward, folding his arms.

"It's early, I assume?" he asked in a low voice. "Speak to Knock Out. He will take care of our problem. Thank you for telling me, Soundwave." He sighed, and his shoulders seemed to lower. Taking on the weight of the Decepticon problems. "We will have to take more care."

There was no anger, of course. Soundwave had never asked for anything in all his service.

Soundwave kneeled again, just as Megatron turned to go. This time he prostrated himself, his visor pressed to the floor. Megatron paused. Soundwave sent him a message, a request: permission to bring the spark online.

Soundwave knew well the loudness of silence. It burned in his audials, and he regretted sending Laserbeak away. Even in disagreement, a symbiote was soothing. Megatron stood in silence for a long time.

"Soundwave," Megatron said. "What use is a newspark? It would be much too long before it was battle worthy. What do you...want with it?"

He didn't respond. He had no answer, for himself or anyone else. Not even for Megatron himself. Soundwave have never been without an answer. Shame roiled his spark and his tanks.

He requested permission, again. And didn't move.

Soundwave heard Megatron take a step back. Finally, he dared look up. Megatron was looking down at him, and he could not read his face.

"Why do you want this?" he asked softly. "I am...I'm disappointed, Soundwave. Help me understand."

Again, Soundwave lowered his head. And requested permission, as if he were about to access something or send Laserbeak somewhere dangerous. The silence was deafening.

Megatron regarded him, and Soundwave knew it was a colder look than before. Not disdain, not yet. But Soundwave had never before needed an excuse—he had always had an answer for his lord. Nearly always the right answer. No response at all was for beings much lesser.

He heard his weight shift. A deep, tired exhale. "I would allow no one else such an opportunity," he said. "I would not allow you, Soundwave. Especially when termination is still an option."

Soundwave resigned himself. Why did it upset him to begin with? Right now a termination was harmless—in a few weeks it would be a death sentence. His lord was absolutely correct, and Soundwave had displayed shocking behaviour when he asked for an exception—no, not asked. He had begged, visor to the floor at Megatron's feet. Soundwave asked for nothing.

But the spark was life. Emotions surrounded him, though he rarely indulged. The spark was his.

Another heavy sigh. "But you...you are my most loyal one, above all others. You have never served your own ends." Now Soundwave dared look up. "You will keep them out of my sight. You will educate them quickly, and upgrade them faster."

Four million years of loyal service, and this would be his gift. Permission—not approval—to online this unplanned, unwanted newspark. Keep them.

"And you will not be compromised," Megatron said. "If your output is not the excellence I have come to expect...well. Our experiment ends. As you were."

Soundwave had never been threatened by Megatron.

He rose to his feet, and it was a struggle to keep himself firm, to not shake and let his plating clack together. He was about to thank Megatron—he could not imagine how, but something, after this incredible reward—

Megatron turned to go. "I will inform Knock Out personally of his new orders," he said, hands behind his back as he left the bridge. Soundwave watched him go, and returned to his console. He called Laserbeak home.

He had disappointed his lord. If he had been Starscream, that would have been a success. Soundwave supposed it still was, as he brought his machines online and began the day's work, as if he had not failed. He had gone unharmed, and gotten what he wanted.

He had failed for the first time.


Knock Out groaned often about his new orders. Mostly to Breakdown, but also to Starscream, or whatever poor drone was assisting him that day. Soundwave listened as always. It would have been the usual entertainment, if not for the fact that Knock Out was responsible for his newspark's survival.

Building the frame fell to him and Breakdown, too, and Soundwave avoided any say in design, or paint, or other frivolities. Such a small frame would keep it alive, and it was only temporary. He researched well-built spark chambers instead, and how the spark's energy kickstarted the growth of the brain module and other vitals. He did this alongside his work, or had Laserbeak download the information into his processor. When Knock Out ordered rest, "if they really were going to do this," Soundwave simply worked from his berth.

Laserbeak had been furious.

Soundwave had almost been impressed by her profanity, and her willingness to use it on him. But she still pored through records for him, as she always had. In recharge, against Soundwave's spark, he knew she could feel the new, smaller vibation alongside Soundwave's. Her reluctance to leave her place there, as time went on and it grew louder, indicated that she was not as disdainful as she claimed.

Carrier bonds are strong, she said one evening. Like a symbiote and their master. I think I get it.

Soundwave had been her carrier for a long time, in a sense. Their sparks had comforted each other for longer than the war had gone on. It was a relief that someone, however reluctantly, understood. He still had no good explanations for himself, and it was a frustrating state.

Knock Out explained to him the medical vitals: time spent in the first frame before the upgrade, what measure of low-grade to feed them, what Knock Out would have to do to extract the spark in the end. Soundwave had to admit to reservations about allowing him anywhere near his spark.

There was, however, no choice in the matter. And the way Knock Out and Breakdown handled the frame one night, when they thought Soundwave had left, surprised him pleasantly. They were gentle in handling, as if the shell was already alive and sensitive to pain. Knock Out still grumbled, but his hands moved with skill. It was enough, for now, to satisfy Soundwave.

It was the six longest Earth months Soundwave had experienced, too, because the times he felt weak and ill only mounted. Now he had to contend with medical care, and rest, and work towards the same excellence that had always made him so valuable.

His interactions with Megatron were professional and brief. It seemed to Soundwave that he was only checked on at all to make sure he was meeting his lord's standards, not wavering because of his condition. There were no more small confidences, or quiet company. Certainly no more requests to share Megatron's berth.

Soundwave tried to be content with his thoughts, and Laserbeak. He still had no explanation for why he had pleaded to keep this tiny spark, but as he worked, data cables out, his fingers would often come to rest on his spark chamber. He thought of dark energon.

That had worried Knock Out. "It's unprecedented, to be honest," he'd said, audial pressed to Soundwave's chest as he listened. "I don't think dark energon has ever ignited a newspark. Everything's gone smoothly—so far—but I'm afraid we'll have to see how this ends when it ends."

The newspark frame was nearly done—all that remained were finishing touches. The newspark itself would make the blue paint lustrous with life, give its optics one of Primus's bright colours. Knock Out had already warned Soundwave that parent sparks didn't always guarantee the colour. He doubted such things had been mentioned to Megatron

Their room had no indications that a newspark would soon be living in it—they would recharge in Soundwave's berth. Decepticons had no toys, and Soundwave would take books for them as he needed to.

He didn't answer his symbiote, continuing his decryption. He had been too wrapped up in other thoughts to exert himself fretting about colours.

Knock Out and Breakdown had made themselves useful. Megatron kept his distance, and the drones had always given him a wide berth. Laserbeak asked about names, and got no answer. Soundwave thought about those when she was in the sky, doing her fieldwork.

Starscream became unbearable.

He had been for most of their career together, but now Starscream glowered at Soundwave, speaking to him only when it was imperative and looking at the newspark frame in disgust, had he chosen to visit the medical bay. It was only when Soundwave walked past him one day, too close, and felt his jealousy in blistering waves that he realized the problem.

Word had spread, of course, with Soundwave's new weekly diagnostics and the tiny frame being constructed in the open. It was no secret that Starscream and Megatron had also often shared a berth, and it had never particularly bothered Soundwave. His lord took what he needed.

But the way Starscream stalked past Soundwave, muttering about "not deserving of carrying an heir," finally clued Soundwave in. (It had taken much too long to realize. Disappointing.) His spark jolted so hard that he worried he had dislodged the newspark entirely. Duplicitous, incorrigible, whining Starscream could never get away with carrying, even if he wanted to. He would have received a termination that hour for the trouble. Megatron might well have snuffed out Starscream's spark too, for being so careless with a merge.

Soundwave, in this case, could safely say he didn't care. Starscream was much less entertaining these days, but it was somewhat worth the peace and quiet. He had grown to need it.

The last week he carried, Knock Out kept him in medical bay. Only now did Soundwave's work output slow, because all he seemed to do was recharge. He would reach out for Laserbeak's presence, for the hum of the growing spark, or both. Comforted, he'd rest deeply. In his waking hours, he never saw or heard from their lord. For the first time, he had made a choice that had not been Megatron.

Instead he had taken this tiny, flickering spark, now pressing uncomfortably against his chestplates. The purple light of Soundwave's own spark tinted the room, pressed up. Soundwave had failed to think of it as a person yet—just life, his life. But they'd be their own life soon.

Waves of affectionhad started to surprise him. He imagined the new frame alive, reaching for him. Upgraded and sitting near him as they learned the arts of war, and the many languages Soundwave had decoded. A future where Soundwave stood at Megatron's side again, and this spark had been built into someone clever and strong. They, too, would stand at their parent's sides. To be wielded, as Soundwave had been.

For now, as Knock Out prepared him for extraction, Soundwave thought about how small that frame was. How very unequipped he was for nurturing, or the raising of anything. How he had ever believed this was an idea worth fighting for.

You nurture, Laserbeak told him. Just before stasis was induced, from the hallway into which she'd been banished. Look at me. Look at us. What do we do for each other?

She had given him truth, his last companion. Soundwave remembered this as he went offline.