A/N: Hopefully, if all goes well, this should be the last "past events" chapter for a while, but no guarantees. And due to that, this may seem to be a little rushed, but I am merely trying to skip through the events that are unnecessary to the plot. So there ya have it, oh, and there's going to be more action in this one, and you may get to see how Soundwave becomes who he is in the Prime series ;)

Warning: violence/death in this one

Almost an entire solorcycle had passed from the time Megatron and Soundwave had met faceplate to faceplate.

During this time, the war between the Autobots and Decepticons had escalated immensely, and Soundwave had decided to become an official Decepticon. Rotary Blades hadn't been to keen on this idea, but when Soundwave said that he could help those whom the Autobots enslave or murdered, she remembered what had happened to her friend, Blitzebel, and finally relented.

Soundwave had been assigned to the monitors, whether it be fixing them or gaining information on the enemy Autobots. He also started to train in the art of weaponry and spy mastery, just in case he should need to use these skills one day.

Soundwave had become acquainted with most of the Decepticons on the base, namely those who frequented the command centre, Megatron, his second-in-command Starscream, and his head scientist Shockwave, were the ones he knew best.

He barley ever got to see Rotary Blades, Ravage, or Lazorbeak now a days, but every chance he got, he would spend as much time with all of them as possible.

This orbital cycle was one of those days where he had not been assigned any important tasks, and he got the chance to go home for the day.

When Soundwave got home, he was not greeted with any happy purrs, trills, or even a "Hello, dear," from Rotary Blades, which had become customary. Instead, Ravage ran out of the berthroom and anxiously explained, "Soundwave! You must come quickly, we believe Rotary Blades is about to have her twins!" At this Soundwave immediately snapped into action, and darted after Ravage into the berthroom, where Lazorbeak was in a semi-panic, not quite knowing what to do with a femme that was about to spark.

Soundwave wasn't quite sure either, so he told Ravage and Lazorbeak, "Stay here and watch her; I'll go and get the medic; be right back, sweety," he said to the grimacing femme as he started to run out of the house.

The medical station was not far away, and he arrived there in less than a few clicks. As he rushed into the station, ex-venting heavily, he tried to speak as clearly as he could, "My…bondmate…Rotary….Blades is…going… to spark," and the medic's assistant at the counter immediately got to work, pinging the medic and some other assistants to gather the things they'd need.

"We'll be right there, sir," she said, and three more femmes (one he assumed to be a medic) came out of the elevator shaft, things needed for delivery in their kits.

"Let's go!" the femme medic said, and they all transformed and sped off to the house…

Rotary Blades had been in labor for 9 megacycles, and Soundwave could have sworn he had never felt so many emotions cloud his processor at once. He, along with Ravage and Lazorbeak, had taken to waiting in the living room until the sparklings had been born, in order to stay out of the femmes' way.

"Do you think that they're almost here?" Ravage asked as he sat by Lazorbeak on the floor. "I hope so," Soundwave replied, "Her screams are starting to make me hope it will all end soon." "I feel the same way," Lazorbeak added.

Then, all of a sudden, the cries of Rotary Blades stopped, and two new cries took her place.

"Mr. Soundwave, they're here," one of the assistants said as she slid the door open for the little family to come in and see the new arrivals.

In each of Rotary Blades' arms lay a tiny, mech sparkling, wailing at the top of their small vocalizers, sounding quite hungry.

"Here," one of the assistants said as she stuck a bottle filled with sparkling-grade energon into each of the newborn's mouths.

"Hey, honey, you wanna hold one?" Rotary Blades asked, her voice staticky and carrying traces of exhaustion. "S..Sure," Soundwave said, and he held out his servos as the medic placed the tiny sparkling in his arms.

Soundwave was in a moment of awe as he explored the features of his new son, and then he realized something, "What do you want to name them, Blades?" he asked, and Rotary Blades replied as she watched her two sons, "The one I'm holding seems to be a hyper-active bundle of joy, so I would like to call him Frenzy, what do you think?"

"I like it; the one I'm holding sounds like he's rumbling, so why don't we call him…Rumble," Soundwave said as the newly named sparkling Rumble continued to make deep humming noises.

"Rumble and Frenzy, my little mechs," Rotary Blades said as she slipped off into to a deep recharge…

5 solorcycles later…

As the years passed, there was almost no place on Cybertron that was a safe haven. Almost all Cybertronians had either become Autobots or Decepticons, and there were almost no neutrals left.

Soundwave soon found out as he was trying to pick up some chatter on Autobot frequencies, that even his old friend Blaster, and his now bonded Ashfire, had aligned themselves with the Autobots.

This was the first of many events that turned Soundwave from being the kind mech he was, to the sparkless soul we see him as today.

The next was that the mechs in the Decepticon army were not very nice to Soundwave, and he got his fair share of bashings and med. bay trips as any of the non-warriors.

And the thing that almost drew the final straw for Soundwave, happened on an orbital cycle that had started out peaceful, but then ended in chaos.

Soundwave was at his station checking for any possible hints as to where the Autobots may strike next, when he overheard one of the Vehicon grunts tell Megatron that they had some Autobot prisoners in the brig, ready for interrogation.

"Soundwave!" Megatron yelled, and Soundwave immediately snapped up from his spot into attention, "I want you to go see if you can get any information out of them, and if they don't talk, comm. me, and I will join you," Megatron ordered, and Soundwave obliged him.

When he reached the brig, he saw what appeared to be two Autobot scouts. It was hard to tell since their armor was all mangled and dented. He was slightly disturbed, since he had never in all of his solorcycles with the Decepticons seen war prisoners, let alone interrogate them.

So after almost 2 solorcycles of trying to get them to talk with no luck, he finally pinged Megatron and asked him to come down.

When Megatron arrived, the first thing he did was sneer and back-hand the first scout across the faceplate, causing cables in his neck to snap and burst from being pulled too far.

Soundwave physically grimaced; he had never seen anything like this before and he had honestly never wanted to see anything like it ever.

Megatron continued to beat the poor mechs for information, but they refused to say anything, even if their agony continued. "Soundwave!" he growled after he had dropped one of the mechs onto the bloodied floor, "Dispose of these two! They will not give anything to us," he said, and Soundwave felt his spark stop beating for a nanosecond.

"Y…You mean…killthem?" Soundwave stuttered, completely flabbergasted at what his commander had just told him to do. He had never killed before! He was a monitor geek, not a cold-blooded murderer!

"Yes," Megatron answered, "Or do you not wish to perform this task?" he then asked, and Soundwave vigorously shook his helm in response, taking a couple of steps away from his lord, quite honestly scared about what might happen for answering honestly.

"I didn't ask you to kill them, I commanded you to kill them, so either obey my order now or the consequences will be severe," Megatron threatened, but Soundwave couldn't bring himself to do it, and in a fit of rage, Megatron fired his fusion cannon at the sparks of the Autobots, permanently offlining them, then transformed his servo into a sword and slashed wildly at Soundwave, severing his vocalize, causing Soundwave to howl in agony.

When Megatron's rage simmered and he realized what just happened, he contacted Hook and told him to prepare the med. bay for Soundwave.

Before Scrapper and Long Haul (who were the ones often sent to collect the victims of Megatron's ire) could leave with Soundwave, however, Megatron stooped down to writhing mech's faceplate and said, "Hesitate to disobey me again, and there will be far greater consequences next time; he's all yours Scrapper," and Scrapper, along with Long Haul, proceeded to reach down and heave Soundwave to the med. bay, but before they left him to Hook's care, Scrapper said to an almost unconscious Soundwave, "That's why we never question orders, by the way; Lord Megatron likes to deliver punishment to those who don't do his bidding."

Soundwave promptly fell into the painless oblivion of stasis lock.

..

When he awoke, the first thing he noticed was that his throat stung badly, and that when he tried to speak, no words came out.

"Ah, good, you're up," Hook said as he came over to Soundwave carrying a datapad. "You've been in stasis lock for almost an entire decacycle, your pet bird even came by the warehouse and asked the guard what happened to you; told it that you got injured in an attack from the Autobots…" he said, and Soundwave narrowed his optics at Hook, to which Hook replied, "What? You didn't honestly want us to fry your bird did you? If your family found out what really happened to you, we'd have to dispose of bad witnesses."

Soundwave took this to mean that if he let it slip why he really happened to him, his family would pay, and he wasn't about to let that happen.

"Anyway, Megatron didn't bust any of your important energon lines, so that's good, but he did shred your vocalizer, which means that you won't be able to speak again, or at least until somebody invents replacement vocalizers, which I don't see happening in the near future, so for now, if you'd like, Shockwave invented a mask that will allow you to use recordings as speech, and it will amplify your sensor's sensitivity and range, which could prove useful, since you're a spy and all…" Hook said, and Soundwave thought about what Hook just said for a little bit, and then nodded his helm in acceptance of the offer.

"Good! I'll get started attaching the mask to your faceplates, this shouldn't take long," Hook said as he grabbed a welder and started to weld the mask onto Soundwave's faceplate.

After the procedure, Megatron had told Soundwave to get back to work, which he did, if not far more reluctantly.

After a few decacycles of this, Shockwave brought it up to Megatron.

"My Lord," Shockwave said as Soundwave headed to his home for the night cycle, "I believe that Soundwave has grown far more reluctant to do as you have commanded, and he may defy you in the future, and tell others bad things about us, which will make us lose our once neutral allies; what are you going to do?"

"I am going to make sure he knows without a doubt that I am his leader, and that he will serve me, no matter what I command," Megatron said, and Shockwave again asked, "Would you like me to do, my lord?"

"I want you to create some drones that will pretend to be Autobots; have them destroy Soundwave's house and some of the nearby area, that way it will appear as though Autobots just decided to make a bold move on Kaon. But, I want you to also send some Vehicons to 'defeat' the Autobots; that way no one will even suspect that we had anything to do with it. I also want you to make sure that his bondmate is killed, program one of the 'Autobots' if you must, but it is crucial that Soundwave loses someone very close to him," Megatron ordered, and Shockwave questioned, "What of his sons? Should I kill them as well?"

After pondering his question for a little bit, Megatron answered, "No, I may need them as leverage against Soundwave; now go prepare the Vehicons, you will strike tomorrow," Megatron commanded, and Shockwave went off to fulfill his lord's wishes.

At Soundwave's house…

"Daddy!" two little mechlings (one red and black the other purple) exclaimed happily as they ran toward their father and hugged his legs.

"Oh, Soundwave!" Rotary Blades exclaimed as she felt tears brimming in her optics when she ran to hug him, "Lazorbeak told us what the guard said to him about the Autobot attack, and we were all so worried!"

"What happened to daddy's face?" the little red and black mech asked his mother, and Rotary Blades replied, "I don't know, what did happen dear?"

Soundwave tried to tell them, but he remembered he couldn't speak, and the mask he wore was displaying on his HUD zero recorded messages, so he settled for telling them the old fashioned way…by writing a note.

After he had written what had happened (minus the fact that Megatron was the one really responsible), he handed the datapad to Rotary Blades. When she was done reading it, if she thought she was going to cry before, she definitely was now.

"Oh, Soundwave! How could they do such a thing?" she wailed, and Rumble and Frenzy looked on curiously.

"Why is mommy sad?" Rumble asked Soundwave, and it broke Soundwave's spark that he couldn't tell him why his mother was sad.

"Because sweety, daddy got hurt really badly," Blades answered when she could speak clearly.

"Daddy has a boo-boo? Where? I'll kiss it and make it better," Frenzy said as he started to kiss random spots on Soundwave's leg, and Rumble followed along.

"All of the kisses in the world can't fix daddy's voice now, honey," she sadly giggled as she patted her son's helm.

"Daddy can't talk? Why not?" Rumble asked, and Rotary Blades answered with practiced simplicity, "Because some mean mech…did… something to daddy's vocalize, and it won't work anymore."

"Oh," Rumble and Frenzy both said, their optics dimming in sadness.

Sensing the sadness of the twins, Ravage came in and comfortingly said, "Don't worry, mechs, daddy will love you whether he can talk or not; now why don't we head off to bed, mommy has had quite a long orbital cycle, and I'm pretty sure she'd appreciate it if you two would be good mechs and get ready for bed," with that, Rumble and Frenzy raced off to their respective recharge beths, and Rotary Blades mouthed a thank you to Ravage, who went off to make sure they did as they were told.

Now that they had some time alone, Soundwave led Rotary Blades to the couch and sat down, while he stroked her ariel fins comfortingly as she sobbed into his chestplates.

"Oh, Soundwave, this war has become such a burden to all of us. I constantly fear that we will be attacked by those Autobots, and I am afraid that they will hurt Rumble and Frenzy, or even worse, offline them! And then you; I am thanking Primus from the bottom of my spark every time you come home safely, and this last decacycle almost made me go mad with worry!" she sobbed, and Soundwave wished that he could say some words of comfort, but he could not.

After exhausting herself from sorrow, Rotary Blades was almost in recharge when she uttered under her breath to Soundwave, "I love you," and, right before she fell into recharge, Soundwave played back on his new recorder facemask, "I love you."

They both fell into their last recharge together on their couch that night.

.

The next orbital cycle, after everyone was awake, Soundwave left to go to the base a little later than usual, because he wanted to spend some time with his family.

It felt good to just sit with Rotary Blades by his side, and watch his little mechs play with Ravage and Lazorbeak in the front yard, laughing and giggling and yelling to each other, all in good fun. He almost decided to stay home for that orbital cycle, but a comm. from Starscream squandered that idea.

"Soundwave! Lord Megatron requests your presence at once!" Starscream sent, and Soundwave didn't even get to answer. Not that he could anyway, but you get the point on how egotistical Starscream could be.

Dissapointed in having to leave his family, Soundwave stood up and looked at Rotary Blades with a blank expression, since the mask didn't allow you to see the faceplate that lay beneath it.

Assuming that he was silently saying he had to leave, Rotary Blades stood up and kissed him on his masks screen and said, "Be safe, and I love you."

Soundwave played back the same recording from the previous night cycle, and then he waved goodbye to his sons and cyber-pets, and shot off into the sky towards the Decepticon headquarters.

"Shockwave," Megatron commed, "It is time; release the drones."

"Yes, my lord," Shockwave replied, and he switched on the drones programming as he set them loose from a small Decepticon hide-out which was connected to the series of tunnels in the warehouse, and was very close to the town where Soundwave lived.

"Now go, my minions! Make your master proud!" Shockwave exclaimed as the drones flew off into the nearby town, ready to complete their mission of chaos at any cost.

It had been just a few clicks since Soundwave had gone, and Rotary Blades had taken to watching her sparklings play with Lazorbeak and Ravage from inside of the house, when all of a sudden, she heard the sound of jet engines coming from the east.

'It must be the Decepticons out on patrol, although I don't ever remember them come to such a small town before, maybe they're trying to make sure that everything is running smoothly here,' she thought as she went to go get an energon cube for herself.

Her thoughts soon changed, however, when she heard a series of extremely loud explosions coming from all over the town.

Instantly, she ran outside to grab her mechs, and just as she was heading back toward the house with the terrified twins, what appeared to be an Autobot bomber came speeding over their house, and blew it up with a shrapnel bomb.

Rotary Blades jumped to shield her sparklings from the shrapnel that flew everywhere as the bomb exploded.

As she uncovered her sons, she was relieved to find them unharmed, but she instantly felt a sharp pain coming from her spark, and as she looked down, she gasped as she saw a huge piece of shrapnel protruding from her chest.

She dropped to her knees, gasping as she tried to talk to her sparklings. "My…mechs," she gasped, "Go…with…Ravage…and…Lazorbeak…be…good…and…always…remember…that…I…love…you…and…you…two," she said as she turned her helm toward Ravage and Lazorbeak, who were dumbstruck as they watched the scene play on,"Take…them…to…Soundwave…and…know…that…I…love…all…of…you," she said as she fell to the ground, all of her systems shutting down as she passed into the Well of Allsparks.

"MOMMY!" Rumble and Frenzy wailed as they grabbed their now dead mother by the faceplate and began to ask her to wake up.

"Come on, we must go, it is not safe here!" Ravage said, but Rumble and Frenzy refused to leave Rotary Blades.

"Mechs," Lazorbeak gently told the twins, "We can come back for her, but right now we must go find daddy, alright?" Rumble then climbed onto Ravage and Frenzy hopped onto Lazorbeak. Both cyber-animals took off, whether soaring or running, as fast as they could go, keeping as much of a distance as they could from the rising destruction and death surrounding them.

They had almost made it to the warehouse when an Autobot drone shot by and launched missiles at the group.

Lazorbeak was able to dodge these missiles without difficulty; Ravage, was not so lucky. He had succeeded in jumping out of the way of the first two, but the third hit the ground right in front of him and he stumbled, throwing Rumble off of him and sending him rolling.

Lazorbeak had swung around to try and help his brother, but he was not quick enough. The last two missiles hit Ravage head-on, tearing apart his circuitry and spilling his energon-blood everywhere.

"RAVAGE!" he yelled as he continued to head toward the cyber-panther, but Ravage stopped him and said, "No! Keep…going! I…won't…make it; see ya…in the Well… 'Beaky," Ravage's helm lolled to the side, and he also offlined that orbital cycle.

Lazorbeak was so distraught that if it hadn't of been for the Vehicon drone that shot the Autobot into oblivion, he, Frenzy, and Rumble would already be re-united with Ravage, Rotary Blades, and even Blitzebel.

But since they weren't offline, Lazorbeak snapped back to his senses, grabbed the twins, soared into the warehouse and through the tunnels, and flew through the open door of the Decepticon HQ.

Everyone in the Rec. room was shocked to see what appeared to be a bird with two sparklings hanging onto its legs zoom through the place and search for someone or something.

'I must find Soundwave!' Lazorbeak thought as he continued to soar down the long corriders of the base.

Finally, after what seemed like a megacycle, Lazorbeak saw Soundwave at a monitor in the command centre.

Soundwave turned his helm towards him as if to say, 'Lazorbeak! What are you doing here?'

"Soundwave! I have terrible news. Autobots just attacked our town, and they destroyed our home, the Decepticon drones fought to protect us but…" Lazorbeak started, and Soundwave brought up his helm in surprise, as if he said, 'It's gone? Where is Rotary Blades and Ravage?'

At that motion, Lazorbeak lowered his helm in sorrow, and sadly explained, "Rotary Blades and Ravage….gave their sparks to protect us…" and Soundwave could have sworn that something inside of him offlined.

And that was the final straw that had snapped. Soundwave had grown to change over the time he had been with the Decepticons, but now, now he felt so much rage against the Autobots that he desired to completely obliterate every single one on the face of Cybertron.

They had caused him so much sorrow in his life-cycle, but now they drew the line. He loved both Rotary Blades and Ravage with all of his spark, and now they were gone.

In fact, he was so enraged that he searched for the nearest datapad he could find, typed something on it, and handed it to Megatron, who had listened to the whole ordeal, assuming that Soundwave's pet bird had told him about the tragedy the 'Autobots' had caused, since he could only hear trills coming from the beast.

Soundwave stood back and stood straight and tall, silently waiting for Megatron to read the datapad, which said, 'I now see how wrong I was to ever disobey your command, mighty Megatron, and my punishment was justly given. I am from now on willing to do whatever it is you command without question, and I would be honored to slaughter any and all Autobots who dare defy you. I also request that my cyber-bird Lazorbeak, and my twin sons, Rumble and Frenzy, be raised as Decepticon spies, for I shall also be a spy if that is what you see fit. All hail, Lord Megatron!'

"I am glad you have finally seen the light, and your request is granted. You shall train them in the ways of the Decepticons," Megatron said, and Soundwave bowed then took the datapad back and wrote something else on there.

Megatron read, 'My house has been destroyed, my lord, and I have nowhere else to go; is there a place we may stay?'

"Yes, the 3rd room down the hall is vacant, that may be yours," Megatron said, and Soundwave bowed as he turned to head out of the command centre and went to the quarters he had been given, taking the rest of his family with him.

When he had left, Megatron said to himself, "Now that Soundwave is fully mine, I can get him to access the files of the council, and strike the heart of Iacon directly…

In their new quarters, Soundwave's rage had finally simmered, and he plopped onto his berth and silently wept over the loss of his bondmate, and the pet he considered family.

Rotary Blades. Oh how he already missed her sweet and tender hugs as she greeted him at the door of their home, and the way she kissed him on the cheekplate and wrapped her arms around his neck.

And Ravage. The cyber-panther had been with Soundwave long before he even met Rotary Blades. That cat was the one who would always lift him and Lazorbeak up when they were down.

Speaking of Lazorbeak, he should ask him how he felt about all of this.

Turning towards the metallic bird, Soundwave just stared at him, hoping that he would understand that he wanted to talk, but didn't have a way in which to communicate with him.

Thankfully, Lazorbeak seemed to take the hint, and said, "I am pretty sure that the datapad you handed Megatron said how you wanted to help him kill Autobots, and wanted us to do the same, and I wanted to let you know…I'm in. Ravage was my best friend and brother, and they took that away from me. I want to do everything I can to make them suffer. So whatever you have planned for us, I want you to know, I will go along with it."

Soundwave smirked under his mask and nodded his helm, and he lay on the berth right next to his sons and Lazorbeak, going into recharge alongside the only family he had left.

And tomorrow, he would wake up as a new mech.

A/N: That was about the longest chapter I have ever written, and I shall never do it again. This chapter I hope cleared up the OOCness of Soundwave in previous chapters. As you may be able to see, in this fic, Soundwave became evil instead of starting out evil. What can I say, war changes people.

Also, to clear up any confusion, I am not having Rumble and Frenzy be Casseticons, since I just don't see how that could work in this. And if you're going to say 'but Lazorbeak is one,' I know he seems like it, but I have a different way in which he is connected to Soundwave, which I will try to explain later.

So this should be the last chapter of past events, and I am going to hopefully get back to present time and have Soundwave explain Raf's past by means of flashbacks, so until next time (which will probably be tomorrow), please review!

Oh, and I've got a few more stories posted, so please go check them out!

Starburst