MAJOR SPOILERS for my other story, Endings of Old and Beginnings New. For those of you who have read that one, this story explores the background of Grace and Soundwave. Don't own anything to do with the Transformers franchise.

Edit 2-11-17: This story will probably not be updated. Any more events with Soundwave and Grace will be explored in Endings of Old and Beginnings New.

Dedication: sakurawriter, for your amazing feedback and support, this story is for you. Enjoy! (and if there is another element you want to add, PM me!)

A New Car

Grace Conroy strolled through the parking lot of the Mercedes dealership, looking over all of the available models. It was a Saturday in the early fall, the air crisp yet still a nice mild temperature. Leaves of vibrant reds, yellows, and oranges blew across the pavement in their dance.

Spotting a particular silver one, she stopped and went to one of the windows to look at the specifications and stats. Tossing her blonde hair back, she bent and cast her brown eyes over the black interior. It had a very sleek build, and she liked it.

Her current car was 13 years old but still in good condition. Though she knew it ran fine, she just wanted a new car; what was wrong with that? Thankfully she had secured a job as a Presidential stylist for Eleanor Sherman, a position that paid handsomely, so that she could pay for a new one.

She lived on her own, unlike her new coworker Susan Douhan. She supposed that herself and the President had that in common: never finding the right man. "I always figured that it was better to never marry than to divorce 5 times," the President had said.

And Grace couldn't agree more.

Her eyes moved to the price sheet and she whistled. She was going to need that paycheck. Such a car should last me a long time, she told herself and straightened to go towards the dealership building. A test drive won't hurt.

Soundwave relaxed, hoping the disgusting femme would stay away. Revolting humans. Stupid, weak, squishy things. He truly could do nothing if she did come back, though, for the orders were to stay hidden until Megatron and the Allspark could be located.

She was coming back, this time with another female. He swore as the original femme came around to his driver's side, opening the door. Tensing and bracing himself for contact with the repulsive insect, he shuttered his optics. And then...

Bliss.

She was so soft as she settled into his seat, her body exotic and very foreign and strange. He had had his share of experience with femmes on Cybertron, but nothing could compare to this newfound pliancy. He had never allowed a human into his alt-form before, but he had been forced to in this occasion. His processor mused, without his permission, If I had known human femmes were this pleasurable, I would have gotten plenty of my own by now. His Decepticon programming despised the thought of humans being useful, but he could not deny that he wanted to arch up, even just a little, to meet her.

Her small hands rested on his steering wheel as she started his engine, shifting smoothly into gear. She drove out of the lot, her hands sliding over the wheel loosely. So soft. So easily broken.

They were speaking in human tongue, but he was not listening. Soundwave was too busy trying to resolve the argument with himself over her. Her body is so pleasing, surely you can take her when the Decepticons finish conquering this wretched planet.

Humans are worthless pieces of slag! They are so fragile, their armor so easily scratched and penetrated, not to mention the fact that they require so much to live! The fleshbags do not deserve this planet, much less your atten- oh. That voice in his processor broke off as she did something new.

Grace turned up the radio and heard one of her favorite classical rock songs playing, and before she knew it her fingers were unconsciously tapping the wheel lightly in time with the beat. Unbeknownst to her, it was driving Soundwave crazy with pleasure. I believe I must keep this one.

The stylist found that the car was easy to drive, with comfortable controls and smooth steering. They only part that bothered her was the price.

As she parked in the lot, the blonde made her choice. Turning the key and returning it to the saleswoman, she said apologetically, "I really do love the car," Soundwave smirked at that, "But it is just so expensive... I don't think I can take this one."

She opened his door, her fingers gliding over the handle, and she stepped out. She closed it gently, and he vented in raw delight; he was becoming addicted to her touches.

His female and the other insect stood in front of him, facing away and discussing the amount. She was trying unsuccessfully to lower the price, and he got an idea.

Quickly he rearranged the numbers on his windshield to slightly lower than she had asked for. What about now, fleshie?

"Well, you see ma'am, I can't change the price. It is already as low as we can get it." The woman turned to point at the numbers and gasped. "I could have sworn-" She shook her head, regaining her smile, "I guess you have your price, miss...?"

He listened as the femme introduced herself, "Grace." Perfect.

"Well, if you will step this way, I can show you the papers." The females left the Decepticon to his thoughts.

I could have sworn that price was different before. Something is wrong. But she ignored her feelings as she went in to finalize the purchase.

He spent the next month getting to know Grace, observing her habits and researching her on the humans' internet. Though it was crude, he could admit that it did reveal to him plenty about her. It was just something to fill his time in her garage, until he came across an interesting fact.

She didn't have a mate.

According to his absent searches, most females her age had already bonded - or married - a male and created several sparklings by now. He wondered if something was wrong with his little pleasure. Or, perhaps, if the males of her species had rejected her.

Soundwave had believed it was the latter. Although the 'Con in him scoffed at the idea, he knew his little human was different from the rest; more superior to her companions, who could not understand such a higher lifeform like his Grace. Of course, she was not equal to a Cybertronian like himself, but she was closer than the rest of her race.

Which is why he had decided to keep her as a personal "assistant" when his comrades enslaved Earth, for she did not deserve to be a lowly slave like the rest of the insects. That is, if he could get it past his master.

He anticipated that Megatron would not tolerate humans in the slightest. They had him imprisoned somewhere, and several were searching for the location. He knew that Blackout had a mission around now with that very goal.

The single light flicked on and little Grace came out dressed for her work, which he believed had something to do with grooming other human females. She started him smoothly, backing out perfectly into the early morning while he daydreamed about how the fur on her helm would feel to his tentacles. How he could make her scream, how he could make her moan; the possibilities were endless. However, he wanted to keep her in perfect condition. Her smooth, creamy, flawless skin would be a shame to mar.

She went a different direction than usual, driving into an unfamiliar neighborhood. "Susan, you ready?" She spoke into her cellphone while pulling up to the curb.

"Coming!" He heard, and another female came racing out of the door of the dwelling they had stopped in front of. She threw open his door and he held back a hiss before she plopped herself in the seat and slammed the panel shut. He growled to himself, reassured in his assumption that his Grace was, indeed, superior.

She continued on her way to work, chatting aimlessly with the other female. When she had parked him and her companion had slammed his door again, she gave her customary goodbye.

"See you later, babe." Grace murmured affectionately, sliding her fingers lightly over the wheel as she left. She didn't really know why she did it all the time; perhaps it was because the car was so damn expensive.

It made no difference to Soundwave, who chuckled to himself and ignored the Decepticon in him. For once, that side wasn't being very fun. He told the unhappy 'Con, Don't worry, she's just a toy.

He sat in the parking garage, listening for a sign over the comm. and playing back a clip of Grace's singing. The first time she had done it he had thought something was wrong with her vocals, because such a warbling could not be normal.

It was, and he began to find her voice quite soothing. He had never heard a Cybertronian make such a sound, and with research he found that it was something all humans with the ability to speak could do.

When Grace came back out with her companion it was almost midday, as was the usual time for her return. Soundwave grit his denta as the black-haired female roughly handled his door again.

The static over the comm. shocked him as a gravelly voice he hadn't heard in vorns spoke,

"Decepticons, begin our assault!"

He grinned as he transformed and spat Grace out into his servo, letting the other femme fall to the ground.

"What-" little Grace began, staring up at him with her wide brown eyes. Her golden hair whipped around her face, and he realized that he was free to touch her now. He let a tentacle slide out to stroke through it, and she tried to swat it away. The movement was futile, as more tendrils snaked out to grab her wrists, avoiding scratching her perfect skin.

"What are you?" she gasped, her chest heaving.

"I am a Decepticon from the planet Cybertron." He cherished the sound of her little gasp, Yes, she will do nicely.

"S-so you're an a-alien?" Soundwave bared his mandibles in a smirk.

"Yes," he said and reached out to stroke her cheek carefully with a tentacle, "And you, little Grace" - she flinched - "are my pet."

Grace couldn't believe that she had paid fifty grand for an alien robot. Although none of that mattered now.

She tried not to cry. It never did her any good. She instead focused on the song, closing her eyes and warbling Soundwave's favorite tune. When she had finished, she kept them shut; maybe if she didn't see anything, nothing was there. A little stroke from one of Soundwave's tendrils shattered the fragile walls of that falsehood, breaking them like thin glass.

The blonde didn't dare look at Soundwave's "master" as he studied her with those crimson orbs, keeping her eyes down submissively as Soundwave held her. "You may keep her," Megatron's voice was an awful, gravelly, deep tone that reverberated in her chest, "So long as she does not distract you from your duties and does not get underfoot."

It was a month since the Invasion and most of the human race had been caught, hunted down like animals and stuffed into pens like livestock. She supposed she was lucky, that Soundwave and his other robotic companions seemed to have taken a sort of sick liking to her. Susan had been taken away - much to Grace's protests - and sent to Lord-knows-where to toil for their new masters, leaving her without human company.

She had learned that Soundwave held a high rank among the Earth's invaders, the Decepticons. As such, she was often with him when the leaders of the world were brought to Megatron for execution.

More than once she had been splattered with their blood as the silver giant laughed. Thinking of her kind former employer, she prayed Stay safe, Eleanor. Please, stay away from him.

Soundwave had kept her fed - somewhat - and made her sleep on his chest while his many tentacles stroked her to sleep, sometimes in more inappropriate places. It was obvious that she had been kept around because he liked how she felt, whether it was her hair or her skin. When he had entered her roughly with a tendril one night and she had shrieked, he had immediately pulled out and left her alone, never touching her that way again. Little did she know that Soundwave had found that he didn't actually like it when she screamed, that it hurt his audios and it just wasn't as pleasurable as her moans.

She would assist him when he needed help cleaning in the crevices of his body, or when Laserbeak or Ravage would need maintenance. They had scared her at first, but with much consolation and assurance from Soundwave she learned how to get around them. She even found that Ravage was just an overgrown, protective housecat - he even purred like one. Now, it was an inside joke for her to yell, "What is THAT!?" and for him to growl, just like the first time they had met.

The months passed, and it was probably at around half a year that he started to bring her gifts. The first Grace had thought quite strange, yet adorable; a bouquet of dandelions. Perhaps it was just Stockholm Syndrome getting to her, or she was going insane from a lack of human contact, but it was hilarious. "Is it unsatisfactory?" he had asked, completely ignorant that one was not supposed to give weeds as flowers. She had shaken her head, still giggling, and thanked him for the thought.

Soundwave continued to present her with gifts and she couldn't help but wonder why he was being this way. Perhaps he didn't know that that was the way in which humans courted each other. Yes, that was what it had to be. The thought of an alien robot that had helped to destroy her home acting as a suitor made her shiver.

But he hasn't actually done anything to me. From the very beginning he was gentle. Besides, the human race will never be free again. Not with the size of that army, not with their superiority and invincibility.

I might as well enjoy my fate.

Little did Grace know that Soundwave was a little interested in playing around with her; that he knew very well what he was doing.

He told himself that he was just toying with her, anyway. Deep down he knew he was in dangerous territory, that he was crossing a line and breaking an unspoken Decepticon rule.

But wasn't it the point for Decepticons to break rules?

"Come, Grace." Soundwave gestured for her to follow him. He was had just spoken to Megatron, and knew what was required. You can't be attached to that little thing, can you? His 'Con side sneered, She's just a toy, remember? He refused to answer, knowing that the Decepticon would not like the answer he received.

"Where are we going?" she asked, not used to leaving the warehouse Soundwave had been using as his quarters. The daylight made her squint, made her strain her eyes against the glare.

"The palace is complete." He didn't look at her when he answered, and she could tell something was wrong. You couldn't live with someone for a year and not get to know them like that.

He walked out into broad daylight, picking her up and walking to the gleaming building. It was amazingly beautiful and very alien in architecture, the metal sides reflecting the morning sun. The peaks rose to stab the sky like tips of spears and her mind thought morbidly, Skyscraper. Heh, get it? Sky. Scraper.

To her surprise, Susan stood outside a smaller set of buildings adjacent to the enormous palace, a smaller robot watching her. Megatron was there as well, looking very triumphant.

That was never a good sign.

"What is happening, Soundwave?" She asked fearfully, unconsciously tightening her grip on him.

"I need to you listen to him, Grace. Give him what he asks, and you will be fine." She looked back at him, eyes wide. He almost sounded worried, regretful, "I'm sorry, Grace. I can't keep you any longer. His orders."

He set her down and stepped back, allowing Megatron to fill her vision as he crouched. She still couldn't fathom how huge he was, how easily he could kill with a single pinch from his metal claws.

"Slaves," he growled, making her flinch. Soundwave had never addressed her with such a name. It was always along the lines of "little Grace" or "little songbird" or "sweetspark," whatever that meant. Megatron lowered the large tablet he was holding to their level, and she tried to choke back a sob. Eleanor's picture was there, her official presidential one, shown in the middle of the strange runes and characters that comprised their native language.

"You worked for this femme, did you not?" Susan and Grace nodded reluctantly, scared of his dangerous undertone.

"I am in need of her measurements." Grace was puzzled as to why he would need them, for surely poor Eleanor was going to be executed?

Susan challenged in a cheeky tone that made her blood freeze, "And why would you need those?" You monster was implied, and Grace wanted to cower at the look Megatron levelled at her former coworker.

He bared his fangs and his red eyes glowed, "You dare question me, slave? You give me the measurements, and I let you live. Understand?"

"I-I don't remember them, b-but I can show you where they are." Susan looked at her as if she had betrayed them, but Grace was only doing it so she could save their lives. She directed him through the internet - which she was vaguely surprised still worked - through her own personal notes and to the document she was looking for. "It's that one."

Megatron rumbled, "Your slave is very obedient Soundwave. She will serve Eleanor very well." He straightened, looking at the measurements.

Grace let her hands curl into fists but kept her gaze away from his rubies. "She is." Soundwave responded, and she thought he sounded remorseful.

The conqueror handed the tablet to Soundwave, ordering, "Have the garments made in the colors and cuts specified." He dipped his helm and left, glancing over his shoulder once at her. I'm sorry.

"You are needed to prepare her. Listen carefully, slaves." They've caught her. Oh Lord, please…

Grace could hardly believe it.

A real insurgency group. Susan told her excitedly about it in hushed tones, revealing that she had heard about it during her time in the slave camps. Grace nervously brushed her light blue tunic - which Megatron had given both her and Susan shortly before Eleanor arrived - musing over what her membership would mean.

It would definitely strain things between me and Soundwave...

Now she was sure she was going insane. He couldn't possibly care about me like that. There is just no way. I'm just a toy to him, an object for his amusement.

And so she agreed, clenching her jaw as she watched Megatron spare Eleanor and latch a diamond collar around her neck. He whispered something that made the President's jaw drop, and Grace knew something was up.

She tried her hardest to avoid Soundwave, to snuff out the feelings she had on the few occasions she glimpsed him. Her emotions about him had grown complicated since she had joined Nation, and she found it easier to bury her sentiments.

She told herself, over and over again, that it was just Stockholm Syndrome. That that was all it was, and all it ever could be.

Grace missed Soundwave's yearning glances, his red optics dimming before he would yank them away. Even if she had seen them, her head would deny what they obviously made clear.

Her head, but not her heart.

The gifts would come every so often, even if it was just a random bag of Skittles or some sort of accessory. She would put them away under her mattress, sweep them under the proverbial rug in her mind.

All the while Megatron had been watching the nature of their rare interactions, keeping careful notes of how Soundwave acted and how she reacted.

After Eleanor became Eleaniris, Grace found herself wondering one thing. She put her request to Megatron through the one-eyed robot, Shockwave. She had seen his unique treatment of her President, knew what it meant, and tried to make her desire appealing to the tyrant. She convinced Susan to complete the process with her and, amazingly, the woman agreed.

He granted their wish, expressing his pleasure at their loyalty to his "Queen." For Grace, this was only part of the deal. She did care about Eleanor, was impressed by her sense of duty and ability to care for others, but Soundwave was the cherry on top.

When she opened her optics and found she could not breathe, the first thing she saw was a familiar Mercedes looking down at her. He was close and looked to be kneeling over her, concern on his faceplates.

"Soundwave," she breathed, even though it hurt her to move her mouth.

"Grace," he murmured back, his mandibles splaying to resemble a smile. One of his tentacles stroked her cheek lovingly, caressing the same spot he had on that fateful day so long ago. He had been reluctant to admit his feelings to himself as of late, but now that she was Cybertronian all obstacles crumbled, vanished like sand in the wind.

"I love you," they said in unison before she blacked out again, succumbing to the peace that the darkness, and his embrace, offered.

She would freely admit that it was so hopelessly sappy, so awfully traitorous, yet so unbelievably delicious to be cared for by him.

Yes, it was nice to be loved after so many rejections. She was glad that she had decided to buy a new car.

Hmmm. Hopefully this made for an interesting character study on my OC and Soundwave from Endings of Old and Beginnings New and that you enjoyed it.

No review goes unrewarded! :)