Disclaimer: Do not own.

A/N: I made a second chapter. Probably another one coming, but I still don't know. Once I'm sure this is going to continue I'll change the status from completed. Like always, tell me of my mistakes and I'll fix them as soon as I can.

Warnings: An unnamed OC, slash, and Oocness Soundwave because it's set in the past. Skywarp because I suck. I have no excuse for him. XP Oh and I made up Soundwave's little science monologue to Skywarp. Yes, I know, I suck at that too.

"talking"

'thinking'

(line) - time skip/memory skip

Memories 2:

There was smoke and pain. Where was Skywarp? He tried to move his head to look for the flier, but he was surprised when his body didn't respond. There were warnings flashing, but he couldn't make sense of them. He was having trouble processing the information he was getting.

Skywarp's face suddenly came before him. He looked so sad. Broken. He didn't like that look on the Seeker. Skywarp always looked better smiling. Especially that smile he sported every time he came down from flying practices. There was something different about him and he tried to make out what it was. Ignoring all the critical messages he couldn't understand in order to find out what was so different about the other mech.

Wings. That was the difference. He didn't have them. Practice accident? Maybe that was why he looked so sad. He wanted to reach to him. Assure him that everyone made mistakes and the medics would make sure he had wings back in no time. He still couldn't move. Not that he had the strength to move. He was suddenly so tired.

He tried to apologize to Skywarp. He needed to get back to his room and recharge. He couldn't understand why he was so tired, but offlining sounded so good.

He was speaking. Not to him. To someone else. He couldn't make out the words. Impossible… He'd always been able to hear everything. The said and unsaid… But now he couldn't and he couldn't bring himself to care. A shadow came over him and the last thing he saw was Skywarp's optics glowing with what he knew was hope.

They were back at the Academy. He was in Professor Perceptor's classroom. The professor had asked him to tutor one of his students and Soundwave couldn't refuse him. Not after the professor had taken him under his wing and had talked with the necessary officials to make his desire of learning the art of communications possible.

He watched the black and purple mech that walked through the door and held back a groan. No wonder Perceptor had problems with him. He was one of the new fliers. Soundwave had learned that the new Seeker models were generally lacking in the processing capacity. Few were the flying prodigies, among them Professor Skyfire's protégé. A flier of the same model as the black and purple that went by the designation of Starscream. Soundwave had met the prodigy a few cycles ago and he had to admit that Starscream was intelligent, but only because he was lacking a few logic chips.

"Hey there. I'm looking for one of you geeks called Soundwave. He's gonna tutor me." – The black and purple talked and Soundwave let out a resigned sigh.

"I am Soundwave." – He replied almost inaudibly. He'd never been good at talking to others, although he was trying. – "And you are."

"Skywarp." – The flier replied, sitting on one of the tables and completely oblivious of the way the chemicals swayed at the sudden movement.

"Please do not do that." – He said, optics wide and half expecting the chemicals to fall. How was he going to explain this to the professor?

"What? Primus, vocalize louder. I'm having trouble hearing ya and I've got the volume all the way up." – Black and purple cried, moving again on the table. Soundwave flinched both at the cry and the rising probability of the flier making them lab explode.

"Sorry. I have sensitive audials." – Was all he could tell the Seeker, who was now toying with one of the vials. Skywarp appeared to have not heard him. Or he could be ignoring him, like some of the other students did. It wasn't his fault that his creator built him with delicate audials.

Soundwave watched the Seeker as he appeared to be contemplating mixing two of the most highly volatile chemicals available to the Academy and gathered his courage. He pried the two vials out if the flier's hands and was rewarded with an annoyed glare.

"I was gonna used that."

The blue mech didn't care if the other was annoyed or not. Soundwave had better things to do than to wait for black and purple to listen to him. The action might make the flier dislike him, but Soundwave was used to not being liked.

"We are here because the professor said you needed help. Should we start the session or now or should I leave you to blow up the lab?"

Soundwave had to admit it was kind of endearing how the other listened to him ramble about mass displacement. The topic had been one to always fascinate him.

"One of the biggest drawbacks would have to be the amount of energy it needs to operate effectively. I have been searching for suitable fuel, but so far my results have not been satisfactory. I just wish the others could see the potential of mass displacement. I have a theory that mass displacement can be used for the creation of a different type of Cybertronian. Think of it as a host mech able to storage a smaller mech. The smaller one will be more dependable of the host mech and will be closely linked. Similar to a bond, but not exactly…"

Soundwave was looking into the optics of the Seeker. Pale red was gazing at him in complete attention. He didn't know why the flier bothered. He clearly did not understood half of what he was saying even though he was using simple vocabulary just for him. The communications' student wanted to look away, but he couldn't. There was something in that gaze that forced him to take a double take. That was all that was needed for Skywarp to lean towards him, licking his lips nervously.

The Seeker's lip components touched his and Soundwave shuddered. He concluded that what the purple and black mech had done deserved to be repeated.

Things weren't good in the Academy. He knew Cybertron was slowly being divided in two. He had heard the rumors. But it wasn't until his creator had asked for him to return home for an upgrade that he actually saw for himself how bad things had gotten.

The Autobot insignia was everywhere. Soundwave didn't knew what to think of it. Mechs he knew from before the Academy were now sporting weaponry. His own creator proudly wore the red insignia. Twin cannons on his shoulders gave him an intimidating appearance.

"Autobot?" – He had asked even before greeting the mech who had put his pieces together.

"Better than the alternative. You know how I am with taking orders." – The older mech replied, clearly amused. – "Now get inside and let's start upgrading."

He returned to the Academy with a warning from his creator and a new skill that would take some time to get used to.

'I wonder what he'll do if I…' – Soundwave turned off his new upgrade, still not sure what good reading electrical impulses within brain circuitry gave him. Lately, all he had were headaches and a lot of unwanted knowledge.

He tilted his head to look at the Seeker whose optics were dimmed and had a wide smile. His creator couldn't be more wrong about Skywarp. Just because Skywarp was a Skeeker model from Kaon didn't meant he was going to be a Decepticon. His black and purple was too spontaneous and unpredictable to work well under a military environment.

The red visor came to life and Soundwave found himself staring at the familiar ceiling of the medbay. He remembered battling Prowl and that infernal Autobot gunner.

" 'Bout time, boss. We were startin' to worry." – Rumble's voice reached his audios and he turned to look at his cassette.

"Worry: unnecessary. Cassettes: know better." – He answered. Voice devoid of all emotion.

"Not for ya, boss. Megatron would reconfigure the Constructicons if they do somethin' to ya. But that Seeker's been running 'round too close for our likin'." – Rumble replied casually.

"Seeker?"

"Skywarp." – The Cassetticon answered. – "Ya were offline and he'd been circlin' aroun' us ever since. Makin' us nervous cause ya weren't there to save us from him. I mean… not that we can't take care of ourselves." – He finished, fidgeting slightly under the red visor's glow.

"Soundwave: online. Cassettes: safe. Skywarp: no threat." – The Communications Officer told him. Rumble knew that was the most emotion he would ever get out of him and nodded before running away to tell the others Soundwave was online again.

The cassette player stared at the ceiling for a moment with a frown. He knew he should be remembering something, but he couldn't access it. Black and purple... Nothing more… He sighed tiredly; he was still painfully undercharged, and went back to recharging.