GUEST: The Bee Team won't be around for quite a bit. We still have a few years to get through before we get to the RID2015 timeframe.

A/N: So here's where a bit of the Past!SoundwavexOC comes into play. So yay, some backstory for Soundwave! Though hardly the full story - that will come later. But yeah, here we go.

CHAPTER 3
ON THE RUN

Ben fell asleep sometime after they'd peeled out of the scene, and only woke up when the sun had already set.

It wasn't a shock - he rarely ever got to sleep, and his sleep-deprived body had finally given in. When he woke up, Soundwave was still on the move, driving along at a steady pace. He sat up slowly, trying to make out any sign of where they were going out the window - but failing to make out anything but trees. "Inquiry: how are you feeling?"

Ben nearly jumped out of his skin - surprised Soundwave had even realized he was awake yet. The answer was that he felt like crap - of course, between the bruising that lined his body and just about everything that had transpired over the last few hours. "I'm... I'll live," Ben rasped a little. "Soundwave... Did you... I mean was he...?"

He had collapsed so fast he didn't even have the chance to ask the question he was now trying to phrase. Did he really want to know the answer? Did he really want to know if Soundwave's first act as his newfound guardian was killing a man? "Affirmative, I terminated Semore," the mech replied, already knowing the question. "The action was necessary, had I let him live he would have found another youngling to exploit. He deserved to expire."

Ben wasn't sure that he could agree with that. But at the same time - Soundwave did make a good point. Not only could Semore no longer hurt him, but he couldn't hurt anyone. "He really made you angry, didn't he? You went from zero to sixty in no time," he explained. "What made you change your mind?"

There was a tense silence at that question. As if Soundwave really had no desire to talk about it, at all. After the silence had gone on for a while, Ben then added. "I know you said you didn't need a thank you. But thank you," Ben's voice was shaky. "If it weren't for you I'd probably still be back there."

For a moment he thought that the mech wouldn't give him any kind of response - but finally he did. "I simply did what I wished someone would have done when I was as young as you," Soundwave admitted, surprising him. "I know how it feels to be oppressed and feel as though you have no power. That is why I did not need your thanks."

"You were... You were enslaved?" Ben asked. "Like the real kind of slavery?"

Soundwave was so tense at the mention of this that Ben really didn't need him to vocalize his answer. That explained a lot, especially given the fact that he had dealt with Semore the way he had. But he also didn't want to dig into what Soundwave had gone through. He knew that he didn't want to go over all that Semore had put him through either.

Leaning against the passengers side door he added. "You know, when they find his body they're going to look for his car since it's not there."

"Already taken care of. I scanned an incoming vehicle on the highway," it almost unnerved Ben how quickly Soundwave had done so. "I have not detected issued amber alerts in the area yet, so I doubt authorities have come to any conclusions yet."

Ben nodded his head, figuring as much. At the very earliest he assumed someone would figure it out when they showed up to pick him up for school a few days in a row and he didn't show. "Can I ask you another question?" like it had stopped him before. "Why were you so... OK killing him?"

He had a feeling he knew the answer. He'd already gotten the feeling that this mech wasn't exactly supposed to be one of the "good guys". But at the same time he hadn't tried to hurt him yet. He'd all but protected him at this point. "There was a time that I would have killed any human I could," he admitted - then explained. "My time in another dimension provided me time to study your species more closely. It is hard for me to comprehend - but your species fascinates me far more these days."

Ben gulped slowly. "But you won't hurt me, right?"

"I just saved your life, human. Why would I then proceed to hurt you?"

Well, that was really the question of the day wasn't it? Though he supposed he should be glad that he somehow had a way to watch and get to know the humans better now. "So what about us made you change your mind about us then?" he asked curiously. "If you used to hate us?"

Soundwave was again quiet - but Ben couldn't tell if he was thinking. Or rather, if he was simply just the quiet type as he had somewhat observed. "You are not too far off from my own species. I quickly learned that if I did continue to look down on your species for its faults... I would be doing the same to mine," the boy nodded sort of surprised by what that may imply. "Some things humans do continue to disgust me or annoy me, however. Your inferior technology being one of them."

Ben couldn't help but laugh at that - but understood. After all, it would look inferior to an alien, wouldn't it? He sighed quietly, deciding that was enough questions for the moment. He dug quietly into one of his trash bags to find his next biggest concern: food. He'd ransacked a bit of Semore's house for it, and while the cans of food weren't much - they were something.

As he took one of the forks he'd also packed and began to eat he added. "Well, I guess I should consider myself lucky then. I don't think I'd want to be killed by a giant robot." Ben explained, frowning a little bit.

"You don't fear me now?"

Ben was silent, it was a good question for sure. Was he afraid of him per say? Not really. Until the mech gave him a reason to feel he was in danger he doubted he would be either. But his comments none-the-less did make him wonder what and who exactly he put himself in the company of. "You might not be a "good guy" but you still saved my life," he explained. "I can't be afraid of someone who would go out of his way to save someone's life like you did. Someone like that can't be all bad."

Soundwave never responded to that.

"Someone like that can't be all bad."

As Soundwave drove through the night, Ben again having fallen asleep that rang in his head. It wasn't a lie - he supposed, Soundwave wasn't all bad. He never had been really, simply what made him "bad" had been a product of his life. But in its own way, his inability to make the young human even the least bit nervous did feel odd.

It reminded him of better times.

It was hard to believe anymore that there were better times. But even the "better times" to most people would have been a nightmare. He'd remembered the last time his intimidation had been questioned, back when he was still a gladiator. Back when he'd done something few gladiators ever did... He got bonded, to a beautiful femme whose image still flashed in his processor.

He remembered what they'd said of him then. That he was soft, that he'd let himself give into feelings rather than the pure, unadulterated rage of a gladiator. And it'd only gotten worse later on, when two vorns later their twins had been born: Rumble and Frenzy.

He tilted his rearview mirror to watch the slumbering boy. Perhaps that was the reason Ben had some level of trust for him, he wondered. Did the boy sense that he still had his "Sire Programming" activated? He knew that it had an effect on Cybertronian younglings, but he had never once considered human children could sense it as well.

If it was, then he should not have felt so comfortable if he knew better. He'd never been able to protect his own children with it around - and there was a chance he wouldn't be able to protect Ben either.

His spark sunk as he thought of that situation. A situation that he had kept from his processor for far too long. Soundwave knew why he did that though, forgetting his long gone mate and sparklings was far easier than feeling the sharp and severe pain their memories brought. But with Ben here? Well, the boy was making him think of his two children more than he had ever desired to. Even if they'd be well over twice his age by now in Cybertronian terms.

He mentally shook himself from his thoughts, not wanting to feel as saddened as he was. His processor now focused on where he was. He'd been driving for the better part of the day, and it was fast reaching the middle of the night, the perfect time to stop. They were still in Wyoming as far as he could tell - so he elected not to stop at a motel, just to be safe.

He couldn't believe he was thinking of the safety of a human.

But then his mind came to Rumble and Frenzy again. What if it had been them? If they had been still functioning, that is. What if they had found themselves in this situation? A situation that he knew all too well himself given how he'd been treated as a sparkling. Primus, the reasons he was doing this piled on every day, and it bugged him.

For so long, Soundwave had avoided his emotions. But the more time he spent around this small human the more he was forced to confront them again. If it had been before, it would be like he had told Ben himself... He'd have never cared just because he was human. But a part of him HAD been fascinated, however minorly, with the humans after observing them from the Shadowzone. And perhaps Ben would also have some use for some time to keep him from being caught by the humans.

All he knew was that he would not let himself get attached. It wouldn't be hard, he didn't much like most people, other than a few fellow Decepticons. And so far while the boy wasn't entirely annoying, he did ask tons of questions. And act a little too annoying... It wouldn't be hard to get around not feeling anything for this kid despite being his traveling companion.

Either way - he was going to get through this he told himself. Soon enough he'd find somewhere safe to drop the boy, and after that it would be over. This place had to have somewhere that would take the kid without asking questions, didn't it?

As he thought of this, he finally found a small rest stop. It was still somewhat in the open, but at least here they did not need to check-in or anything of the sort. For a moment, he continued to sit there deep in thought. This was going to be a difficult journey, indeed, but hopefully with any luck it wouldn't be too much of a hassle with the boy.

If he ever got him to stop talking for more than five minutes - or however long he ended up sleeping.

Soundwave was almost concerned when the boy wasn't in his backseat upon his waking up.

But of course, he didn't truly panic too much, given there were no authorities around. Instead, he waited for some sign of where the boy had gone off to. A question which was answered quickly when he noticed him coming out of the rest stop with two bags in hand. Had the boy purchased something inside, he wondered? As he got closer he noticed the boy had changed out of his old clothes into new looking ones, confirming it.

That led him to the question: "Query: why the new clothes?"

Ben arched his eyebrows in surprise. As if he didn't quite understand what Soundwave was confused by. The mech opened up his backseat as the boy tossed the bags inside. "They were selling them. I mean, they aren't great but what else was I supposed to do? I can't go dressing like I was when I left," Ben explained. "I'm trying to get away from foster care, not get taken back in it the second they issue an amber alert."

Well then, Soundwave hadn't expected Ben to think that through. After all, he was merely a child, and children usually didn't think of things like that. "An intelligent action, indeed," Soundwave agreed, then noted. "Did you steal those?"

"What? No! I took some money when I thought I was running from Semore," Ben replied, something that shouldn't have surprised Soundwave either. "I came up with a name for myself too. Ben Cunningham, do you think that works? I figure I'll never remember a new first name so that would be stupid..."

Soundwave was thankful the boy was thinking this through. At the very least he was a smart boy and knew that he had to stay one step ahead of those that would take him back. "Your first name is Benjamin, correct?" Ben nodded. "Your name is now Bennett Cunningham. I will create a birth certificate when I have a chance to hack the right server. This will help to keep people off both of our trails."

He knew that to the boy that probably felt wrong. But at the same time, if they did this, if they really wanted to get him to somewhere he could feel safe they had to do it right. So "Bennett Cunningham" was the name this boy would have to get used to. "Alright, alright I think that will work," Ben noted as he looked out on the road. "... Where are we going anyway?"

The mech could hear the nervousness in the human's voice. But at the same time, he knew that the boy was probably just nervous not knowing the plan. "I have somewhere to go in Nevada," Soundwave told him simply. "Along the way I will hopefully find somewhere to bring you."

"And if you don't?"

Soundwave didn't want to think in those terms. He was hoping that the base in Nevada would be his key off-Earth. And this human could hardly hope to survive in Cybertron's atmosphere. So there was no reason to give this boy any ideas... "That question is illogical, we will find somewhere," he told him bluntly. "Are you done with your business in the rest stop?"

"Yes, sir."

"Then we need to go," Soundwave replied. "We still have much ground to cover."

Ben didn't argue, simply climbing inside. Yes, Soundwave noted as he closed the door, this was going to be a long trip to find him a place to be, and some way off planet. But hopefully if his actions at the rest stop were anything to go by, being on the run with him may not be so bad.

A/N: Woo, yeah, kind of a filler chapter. But I figured it was sort of a necessary one to answer some questions that they'd both have. So here it is!