It's kind of hard to write for these two. They're both such icy characters but that's why I like them so much x3. This is a mix of Marvel and IDW comics' continuities and G1 cartoon series, Particularly Soundwave and Shockwave's personalities and goals and Soundwave's employments.

Time Units Guide

Deca-Cycle= a month

Stellar Cycle- a year

Solar Cycle- a day

Cycle- a minute

Mega Cycle- an hour

Nanoklik- a second

Astro Second- I don't know but it's a whole lot smaller than a second.

Vorn- a very, very long time

Affection is a Strange and Useless Thing

-/-

Work, time and patience--All these mattered to Shockwave but above these logic ruled supreme.

During the Golden Age of Cybertron, his girth, his power and his utter lack of emotion usually made other scientists uneasy around him. Sparkless, they called him. Some wondered if he was even sentient or not ---whether he was just a machine following a program. His skill and intelligence was undeniable though. The advancements he made in drone development granted him great success and a comfortable life.

When war broke out Shockwave simply chose the side that best suited his needs. His projects were outstanding although highly controversial for their methods of conduct. Why couldn't his colleagues understand? Science demanded sacrifices that those sentimental Autobots would never allow. How blind they all were. Decepticons on the other hand, well, if it meant more power, they wouldn't care what got in the way.

So, here he was.

Shockwave glanced at the monitor that surveillance the three Autobot prisoners Megatron allowed him to experiment on.

Time to get to work.

Companied by two large sentinel drone guards, Shockwave opened the doors to the cell.

The three were huddled the far corner of the room. Shockwave single optic glared at them in poor lighting, calculating which one would be the best choice for this solar cycle. There wasn't much of a selection; they were all such poor specimens.

"That one."

The sentinels marched forward and seized the small clunky gray one on the right.

"No! No, let go!" he kicked and struggled. The Autobot's name was unimportant. To Shockwave this was merely Subject B.

The sentinels strapped the subject down to the operating table and took their positions guarding at the exits.

Shockwave turned on the cameras and the microphones. His subject's reactions to his treatments were vital to the outcome of this project. Every twitch, every spasm and every scream was a clue… a sign. Each one must studied vigilantly.

"Before we begin, for the record, how are you feeling? I ask because I need to know whether my treatments are making any progress or not."

"You can suck my tail pipe, you piece of slag!"

"That was not the answer I was looking for." Shockwave sighed and opened his tray of finely tuned and sharpened instruments. Subject B shivered at the sight of them.

He carefully chose a surgical energon blade… perfect for cutting through virtually anything.

"Not again! No…No!" he struggled but the restrains kept him perfectly still.

Shockwave approached him with ready hand and blade to cut him open but a bleeping interrupted them.

"Megatron calling Shockwave. Acknowledge! " The voice of his leader.

What now? He lowered his instrument and pressed his com-link.

"Megatron, Shockwave here."

"You're needed on repair duty this instant."

Repair duty? The CR chambers must be down or completely occupied.

"As you command. Who are the subjects?"

"It's Soundwave and Blitzwing on Repair Bay 2. Start with Soundwave. He has very important information and I need him up and running within the mega cycle."

Soundwave?

"Consider it done. Shockwave out." he shut off his com-link and looked down at his subject. "Our session has been postpone I'm afraid."

The Autobot prisoner was shuddering and he was on the verge of total breakdown.

He shakily cried,

"I'll kill you. I swear! I'll make you scrap soon!"

Such threats always fell on muted audio receptors when it came to Shockwave.

He left his lab to fulfill his duty.

-/-

Walking down the corridors, Shockwave recalled the first few deca cycles when he joined the Decepticons. During that period, he made it his business to know all the histories, abilities, and attributes of his fellow Decepticons. Many of them were translucent as air while others remain clouded in mystery.

Soundwave was the most mysterious of them all.

His rare telepathy abilities alone made him worthy of his additional attention but there was so much more. Before the war, his rank in Cybertronian society was among the powerful and wealthy. He had a long career as an advisor and an assistant to many in the Cybertron's Senate and for that he was highly esteemed. Shockwave was pleasantly surprised to see Soundwave's name on the army's roster.

Shockwave scanned all of the data tracks Soundwave wrote during peace times. His endeavors were very keen on the matters of politics and science. As a fellow scientist, Shockwave found his works to be very illuminating. But these were the tracks that were available to the public and Shockwave was certain that Soundwave had much more to offer.

At first glance at his record he was a model citizen; however, there was shadowy evidence that Soundwave lead a secret life, proclaiming he was a political assistant and scientist by day and an assassin, spy and blackmailer by night. There was no solid proof of these activities--just many baseless stories and rumors. Shockwave didn't believe them. At that time, he thought it didn't suit him.

But now it was quite clear those stories were true. He was a Decepticon for reason.

After all the things he had done in the shadows, it was astounding feat he managed to keep his record spotless until the first major Decepticon assault.

Shockwave observations of him on the battlefield surprised him again. His aim with a firearm was superb, he excel in hand to hand combat and the control he had over his minicon forces was firm and direct and they obeyed him without question.

This will be the first he will be this close to him.

The repair bay doors hissed open.

"Hey! Where's Hook?" a little voice greeted him. Shockwave looked down and there at his feet stood the Minicons he recognized as Rumble and Frenzy.

"Busy. Megatron has assigned me to this. Out of the way." Shockwave walked pass them.

It was worse than what Megatron informed him. Soundwave's current state was stasis lock. His ruby visor was dim and a dreadful gash ran along his torso and close to his shoulder. Repairs will require great dexterity.

Very logical, Megatron. For such a delicate procedure you appoint someone with only one hand and a cannon on the other arm. Very logical.

He was thinking what Soundwave's minicons just asked him; "Where is Hook?" He was best suited for this job. He or at least one of the Constricticons should be handling this. Perhaps they were occupied but Shockwave was busy too when Megatron called.

Nevertheless, this wasn't beyond his skills and orders were orders.

"You may go." He told Rumble… or was it Frenzy. He couldn't recall nor cared which was which.

"Na-uh. We ain't leavin' 'til he's operational!"

Their suspicions were valid. Shockwave could only hypothesis how many 'cons on this base would adore a chance to fiddle around with Soundwave's processor. It was commonly known around the base that Soundwave hoards information and cherishes his comrades' darkest secrets, saving them for the right time to take advantage of them. This, without a doubt, was a skill he mastered while working with politicians. How many was he blackmailing right now? The secrets he must know. . .

Rumble and Frenzy stood stubbornly at either side of Soundwave, supervising Shockwave as he worked on him. It was noteworthy that Rumble and Frenzy remained silent as he worked. He had suspected more rambunctious behavior from the crazed, over-energized runts, yet they were still in his presence. Perhaps they do have respect after all.

However, Shockwave soon retracted that thought. At random moments, the two would snicker and laugh without verbally exchanging a word to one another. They would glance at him with knowing, smug smirks. Shockwave had the foreboding feeling he was being gossip about. It was that blasted telepathic link! They were entertaining themselves at his expense.

"Silence!" he snapped at them, unable to focus on his duty.

"Sure thing, boss," Rumble snorted and Frenzy stifled his snickers.

How did Soundwave tolerate such miserable glitches?

"Frenzy! Rumble! Report to me this instant!" Megatron's voice sounded over their com-links.

There was a stir of hesitation. They didn't want to leave Soundwave's side.

"NOW!"

"On our way!" The two ran off to comply with Megatron's command.

Good. Now he can have some quiet.

Looking at the duty set before him, Shockwave was irked that some Autobot damaged this piece of work. He wasn't form from a generic protoform. It was specially made--a custom model.

He finished repairing him but his inquisitiveness nagged to see more. He looked around. The only other presence here was Blitzwing and he was deep in stasis lock. And if someone was monitoring them via camera, it would still appear he was doing repairs.

Hm…

Shockwave open the panels and took more indent look.

Generally, sparks are located in the chest area but Soundwave's was in his lower torso. Interesting…Shockwave saw signs that he had his spark relocated —a most delicate procedure. So, that chest compartment where his minicons dwell wasn't always there.

Shockwave's hand spanned over the wires and lines. What ingenuity in his design. Whoever created him had great plans for him. He never had seen anything like this before. There were so many unique components, even with his vast knowledge, he still knew so little about.

What was the word for all this? Remarkable, fascinating…beautiful?

The sound of the repair bay doors hissing open interrupted him. The minicons were back.

"Hey! Wha'cha doin?'" Frenzy said, seeing him poking around in an area that wasn't damaged.

He quickly sealed him before they saw clearly.

"I am finished here." Shockwave applied the necessary jolt to bring Soundwave back on online. He watched interested as Soundwave's body arched and a groan escaped his vocalizer as his visor blink back to life.

"Soundwave! Boss!" the twin terrors chattered at his side. "Hurry, Megatron needs ya."

Soundwave didn't offer so much as a glance at Shockwave as he left the Repair Bay to assist their leader.

No matter.

He turned his attention to his next task—Blitzwing. Ugh… a clunker compare to Soundwave. Not that there wasn't anything notable about Blitzwing. Triple chargers were always richly complex but roughly made. Not shred of elegance in their design. The Communication Officer was a marvel to touch and to work on and Blitzwing was a big step down. Shockwave handled him considerably less gentle than his previous patient. This was evident as he haphazardly toss aside some of his protective plating and got to work. Shockwave was aiming to be done as quickly as possible; he had other more important things to do of course.

-/-

"Subject B has expired. An autopsy shall commence eight mega cycles from now. End of log."

After the experimental mech fluid transfusion the subject went into convulsions and a system wide failure corrupted his circuits.

The Autobot lied slack in the restrains. His optics were long burned out and his jaw was slack open in a dead scream. A fascinating result but a disappointment still. Well, he had at least two more chances to get it right. He looked at his surveillance monitor at the remaining prisoners.

He sat alone as usual in his control room with only the monitors of his computers for light and company. This solar cycle was a taxing one. He required some relief.

"Drone #568, Report to me." He called.

An empty shell, that existed only to be order about, appeared before him.

"What-is-your-order-Mighty-Shockwave?"

"Initiate program #47-3."

Drones… they may simple minded but reliable to do what they are told. There was a series of bleeps as the drone's settings were put into place. The Drone was a great deal smaller than him. With some effort, it managed to climb onto his lap.

Program #47-3 was a special program that he created and install into a number of his drones.

Shockwave shifted aside the armor plating of his lower torso and instantaneously, the drone began to fulfill its programming. It carefully stroked the lines of his circuitry and cords. He programmed it to fulfill his preferences for pleasure--what simulated him to overload. The drones were a matter of convenience. They didn't interfere with work and most of all didn't require any emotional attachment. He gets stressful and interfacing was a quick efficient way of relieving it.

Nothing more.

An irritation stirred in his processor and his fingers took hold of the drone's plating about the chest and yank it clean off. There was no point in being gentle. The drone obviously felt nothing. It sat still, awaiting Shockwave's next action. For the first time in eons, his optic scanned over the internals of his drone. Lately, he found his drones, the poor sparkless things, to be tiresome. Mass manufactured --for every model there are hundreds that looked alike and were programmed the same. He had no previous problems with that for their appearances meant little to him.

No, it all seemed mundane after what he saw this solar cycle. Soundwave… was very inspiring. His form put his work to shame.

"Continue." he ordered it.

It had reached the final stage of this session and Shockwave connected to it.

He channel wave after wave into the drone and he felt the pleasure build. He wondered what it would be like to interface with such fine piece of work. It was so rare that anyone captured his imagination in such a way. Not only Soundwave was brilliant but gorgeous as well.

His massive energy output rocketed from him. As it subsided and the drone collapsed against him and spasmed until it grew still. Like all of the others, the drone was burned out by his completion. No need to worry. This one will be recycled and there will always be more. How many had he gone through in this deca cycle? He pondered. Ah, twelve so far.

He dumped its body down the scrap chute and settled down for a recharge,still thinking about Soundwave. Shockwave could tell that Soundwave was a fellow being of logic. He added up the possibilities of such an encounter happening. Perchance… they can come to terms with one another.

If the opportunity presented itself, he will attempt it and see what the outcome may be.

He can satisfy his curiosity and that would be that.

-/-

Time passed and Shockwave and Soundwave moved up quickly in the ranks. It was only natural; they were both quite exceptional.

It wasn't long until that opportunity presented itself to him.

An unique ore was discovered by one of their scouting groups on in a scarcely traveled sector in space. The planet was not charted in the Cybertron's records so the Autobots had no knowledge of it. The sentient organic natives were few yet surprisingly well protected. Their defensives around their lone city of this planet were very unique and effective. The natives were aware of the ore and fiercely protected it. A massive shield and emitted a certain frequency that repel any force, neutralizing everything the Decepticon force threw at it. They would have probably ignored them if the mass majority of the ore wasn't in surroundings of that city.

Shockwave looked over the file and pondered.

Ah, this was nothing but another puzzle to be solved. They must get this area under control before the Autobots became aware of this and try to interfere.

Time was of the essence.

Through a transmission link to Nemesis, which was in the orbit of that planet, he discussed the plans with Megatron. Shockwave suggested reprogramming Nemesis' cannon so it would match the frequency and cut through their defensives.

"I will need assistance on this matter to complete on schedule."

Shockwave's optic wasn't on Megatron but on the background behind him. There-- Soundwave was working. The logical choice for Megatron would be to send him.

"Very well. Starscream, get your exhaust pipe to the space bridge and help Shockwave."

Blast it!

"What? Why me?" Starscream instantly whined.

Shockwave sighed inwardly as another petty argument was rearing its dim-witted head. Before it escalated, Shockwave spoke up.

"Permission to speak freely."

"Go ahead."

"It is granted that Starscream is gifted with matters like this. I, however, find working with Starscream to be…counterproductive." Last they work together, Starscream merely sat back and did nothing other than nagged him and ordered him to work faster.

Starscream's face twisted up into a scowl, "Meaning?"

"He's saying you're a lazy dolt." Megatron smoothly jumped in.

"You rusty old clunker. You take that back!"

"Shut up, Starscream."

Shockwave completely ignored Starscream's outburst and said, "I would like to suggest Soundwave instead. This is in his line of expertise."

"Fine then. Soundwave?"

The Communication Officer turned Megatron's way and simply uttered, "As you command."

The transmission ended and Shockwave waited.

-/-

"Welcome back to Cybertron, Soundwave." Shockwave greeted him from his station as Soundwave stepped through the Space Bridge doorway.

Their ranks were even. He can't order Soundwave around and vice versa--an even playing ground.

Soundwave truly looked at him for the very first time, nodded in acknowledgement and headed for the control console. Shockwave admired how he moved while making little sound as possible-- A mark of an authentic spy.

Shockwave closed a program before Soundwave sat down next to him. He had the computer ran a quick scan as soon as Soundwave left the space bridge. It notified him that there were no energy signatures other than Soundwave's.

No Minicons.

Excellent.

He has been "alone" with him a couple of times. There was that time in the elevator….and that other time in the elevator… those counted even though Soundwave never paid him any attention. But the reality was Soundwave was hardly ever truly alone. At least one of his Minicons was inside of him at any occasion. This made approaching him…awkward. But now his chest compartment was completely free of them. A rare moment indeed.

Immediately, Soundwave settled down to work. He asked nothing but pithy questions about the program and his progress.

Shockwave drew out the explanation longer than necessary; he long craved some sort of conversation with him. Sharp as he was, Soundwave was quick to pick up on this.

"State purpose of excessive talking." Soundwave spouted out impatiently.

"I do not see the point of harboring thoughts to myself when you can hear every one."

"Point taken."

Shockwave felt Soundwave's hurry to complete the job and leave. Reflecting upon it, there was no reason for casual conversation. It was time to get down to business.

"I did not request your aid solely based on your skills. I must confess I have an alternate motive to this meeting. I know how much of an enthusiast you are of secrets. "

Yes, there was one that they are both fanatically attracted to: Information.

Shockwave produced a data cube from his sub space and set it down on the console.

"Before the war, I was a member of the Iacon's top ranking research center. I managed to hack into their mainframe and made copies all of their sensitive records including all the research that every scientist that had ever worked there. All of their discoveries and top secret projects are imprinted on this cube."

Good, he had his attention now. "Are you interested? The records here are vast."

Soundwave ogled the data cube with suspicion and interest. "In exchange for?"

The query Shockwave was waiting for. Anyone could see that something like this wasn't freely given.

"Consider it a simple trade of commodities for services. I desire to give you a physical examination and probably interfacing with you as well." Shockwave said basically, as if it was a simple task like opening a door for him.

His red visor took on a slight glow, emitting something along the lines of surprise and amusement. After a moment of thought, Soundwave responded. "When the work is finished, you will have your answer."

Shockwave agreed. Without any objections, they worked side by side on their assignment.

At 47.451% completion of said assignment, Shockwave spared a glance at Soundwave's station. His speed and skill at the controls were astonishing. His fingers moved so masterfully and so gracefully without any error. Without notice, Soundwave's hand passed over his on the control panel. Shockwave jerked somewhat in surprise. His optic met his visor and there was a hint of a meaningful smirk behind that mask of his. He pressed a sequence of buttons on Shockwave's side and his hand retreated back to his station, brushing against Shockwave's hand once more.

Shockwave's antennas involuntarily twitched.

Little things similar to that occurred throughout the remainder of their work. Unexpectedly, anticipation was swelling in Shockwave. Patience have always been one of his strong points, however, time seem to pass slower than normal. The odds of Soundwave accepting appeared to be very high.

"Assignment--completed. Program--uploaded to Nemesis. "Soundwave said.

"Well, what will—"

Shockwave was caught him by surprise when Soundwave suddenly drew close to him. He appreciated the straightforwardness but this was a bit abrupt. The Communication officer hands came forward and caressed his chest armor and a pulse radiated from the fingertips. The vibrations that he made… It had an enticing effect.

Excellent… Soundwave accepted the proposal. He tried to reach up to grasp him—to draw him closer. To allow his fingers the reach into him and stroke those fine lines and components.

Apparently, Soundwave had other plans… he gripped his arm and with loud bang it was forced back against the console.

"Offer—Declined." Soundwave said coolly.

Declined? Then why he was touching him like this?

Soundwave fingers traced the Decepticon insignia impression on his shoulder. "How come?" Shockwave questioned, struggling to overcome his mild confusion as Soundwave's hands continue to manipulate certain areas of his form.

"Inadequate. Higher offer required." His voice droned into his audios.

So the negotiates had begun. Shockwave knew it was peculiar that he didn't ask for the files beforehand. Soundwave wanted more. However, he stood his ground; it was unreasonable to propose anymore.

"This deal is heavily uneven as it is."

"Is it?" the pulse increased in strength. Shockwave's legs jerked and he forcefully lowered the volume of his vocalizer before he made a spectacle of himself by moaning aloud.

Control. He must regain control of this situation. "Think about what you have to gain. It's just interfacing. It means nothing." He said thickly.

"Suggestion-- do it with your drones as usual."

Shockwave's optic brightened in surprise and Soundwave's visor glowed once more this time in gloating delight.

Shockwave recomposed himself --his response--aloof.

"I see. Megatron has you monitoring my activities here as well."

"Negative. Decision---mine. Fascinating what someone would do when he thinks no one is watching."

Soundwave's hand traveled downward--- dexterous fingers ran over the ridges of his torso. The pulse teased the wiring behind the armor. He felt his interfacing cords stir impatiently.

Finally, he asked, "What do you want?"

Shockwave sensed a glimmer of victory from Soundwave. "Nexus project—desired."

That was yet another surprise. That was a private project; no one knew about it besides him… or so he thought.

Oh, the temptation. Soundwave was probably the only one on this base, maybe all of Cybertron that would recognize and appreciate its brilliance despite its extremes. But he wanted it for his own--The credit-- the benefits it would reap. He has been working on it for many stellar cycles and was not prepared to give it up for a fleeting moment of gratification.

"No…I refuse to submit to your terms. My offer remains as is."

Soundwave gave a murmur of disappointment that sounded like low rumbling thunder and his hand slid down to its goal: Shockwave's codpiece.

"Positive?" Soundwave stared daringly at him, as if to say "last chance". Shockwave focused his solid will and stared sternly back. After a long moment, Soundwave shrugged and backed away, leaving Shockwave unfulfilled. He punched in commands for the Space Bridge and turned to leave.

"Offer— lacking." He said with a spiteful edge to his monotonous voice and looked back at Shockwave with what could be interpreted as disdain, "Unworthy of my services."

The Communication Officer entered the space bridge, doors shut and the teleportation process began.

There was an odd fizz in Shockwave's processor and his left antenna flicked. On an unexplainable impulse, Shockwave pointed his arm cannon at the controls. He can destroy it and Soundwave would be lost in the vastness of space. What was there to gain from that? If he did it, precious time would be lost in rebuilding the computer and the Decepticons would have lost a vital, talented spy. Such an action would be irrational. He made a mental note to get his processor check out soon. There had to be a glitch.

He settled back down at the controls and he noticed something odd.

Where is that data cube?

It was gone!

Soundwave! He—he … blast it!

-/-

At the unknown planet labeled X838, several hundred voices cried out in terror and were effectively and neatly silenced. The frequency-decoding program flawlessly worked. As soon as the shield fell, their troops swooped in and annihilated the inhabitants.

Obstacle—exterminated and Autobot detection—avoided.

Mission –successful.

Mining and research was underway and it will be some time before samples of the ore will be prepared for Shockwave's research. So work, for now, was finished.

Shockwave sat alone with his controls and monitors once again. It was palpable that Soundwave had no intentions of interfacing with him no matter what his offer was. He teased him for amusement and he used that taunt as a ploy to steal from him as well.

The attempt was an utter failure.

He wondered why he could still feel Soundwave's fingers on him. A soft musical hum reverberated in his audios.

"Drone #679, Report to me." He called.

"What-is-your-order-Mighty-Shock--?"

"Program #47-3."

He was not resentful. Resentment is an emotion. Emotions are beneath him. There was no way he was going let the incident with Soundwave break his routine. The drone went through the ceremonious steps to achieve its owner's satisfaction. Shockwave's optic went offline and he wondered if Soundwave was watching this or not. None of his minicons were here. So there must be camera drones hidden somewhere. Come to think of the minicons, this may have been what Rumble and Frenzy were snickering about that time ago. Soundwave shared many things with them. Taking pleasure from a drone must be looked down on and is probably considered pathetic.

Any other mech would have felt embarrassment and ashamed. Shockwave wasn't like the rest of the Decepticons. The trivial thoughts of ours matter little to him.

"'Unworthy of my services.'" He repeated Soundwave's words.

That only meant one thing: he was unworthy of Soundwave. This lead him to question what was worthy of Soundwave's services. The Decepticon cause? Megatron?

One thought lead to another.

"Illogical. I am inferior to no one on this base, even Megatron."

Yet Shockwave saw no reason to take his place as leader. He had plenty of liberty with his experiments and that what matter the most to him at this point in time.

Besides, Megatron was doing an adequate job thus far; things ran smoothly under his command, troops followed him into battle and his viciousness was both admired and feared. Shockwave was astounded by how far brute force and charisma can take one in this universe. Shockwave gave Megatron credit for creating the Decepticon organization; otherwise, they would be independent syndicates causing mayhem without any real focus. Megatron was the cog that kept the great machine that was the Decepticon army running. Shockwave might say that he respected him but his loyalty does have realistic limits.

As long as the orders were within the realm rationality, Shockwave will follow them without question. On the contrary, if Megatron fail to function properly as that cog, well, it only made sense that broken parts should be replace. The most capable among them should take his position, i.e. Shockwave himself. According to his observations, Megatron's emotion fueled ways will lead him to ruin.

He shall watch him and be ready when Megatron miserably slips and falls. He will take the position of leader by force if necessary.

And having the brilliant Soundwave as his second-in-command will only be a congenial by-product of his raise to power.

TBC

A/N: and we all know what the Decepticon Leader's second-in-command is really for. X3