(( Sorry for being misleading, Sunstreaker's dead and staying that way. The box only rearranged the way his arm was lying/the tarp.

Soundwave demanded even more screen time, so I obliged him. Enjoy the chapter :D ))

Disclaimer: Nope, still don't own them.

-

Soundwave had lost track of how long he had been drifting.

How had things spiraled out of control so quickly?

One moment he had been one of the most feared Decepticons in the universe, happy with his position of Third-In-Command and content to simply be with his "children." Then Frenzy was had been killed, followed by Ravage, now the rest of his minibots were dead and he had been abandoned like a piece of useless wreckage.

He had given up hope of rescue. Most of the Decepticons had already been destroyed, and he didn't trust Megatron or Starscream to go looking for him.

Why couldn't an asteroid hurtle his way and smash him? Why had he been fated to a slow death from energy depletion, alone and forgotten?

No... this kind of pessimistic, woe-is-me thinking wasn't his style. He was Soundwave, frag it. The 'Con who was infamous for being as emotional as a chunk of rock.

On second thought, he wasn't even fully sure that he was still the same Soundwave that other Cybertronians knew and feared.

For as long as he could remember, the four orphaned minibots had been the closest thing to family that he would ever know. He had found them in a ruined building that had been hit by enemy fire, no sign of their creator(s) in sight. They were small, weak, and pathetic, and any Decepticon would have put them out of their misery without a second thought.

But they had trusted him.

No one else had ever shown him such blind, complete trust so willingly. The sparklings were putting their lives in his cruel, energon-stained hands.

They had curled up around his ankles in desperate attemps to keep warm, even though he could vaporize them with a single shot or crush them by simply taking a step. He had seriously considered it for a moment, he would lose the respect he had gained if he walked into Decepticon base with a crew of sparklings clinging to his feet.

Still, they had trusted him, and there had been no drill seargant to force them to trust him.

One of them was of Autobot manufacturing, judging from his blue optics. It was curious, even amazing, that the other three red-opticed sparklings accepted him as another of their own.

He shook his head in quiet wonder. How could these sparklings get along so well despite their opposing factions, when full-grown Cybertronians would rather fight and kill each other? If their comradeship had been born out of necessity, then the Decepticon sparklings would have torn apart the Autobot for whatever resources they could salvage.

Why hadn't they done it?

One of the sparklings dug his needle-sharp claws into his ankle and made tiny squealing noises up at him.

He took an energon ration out of subspace and set it down on the uneven, broken floor, watching as the sparklings devoured it. There was none of the "stronger takes all" behavior that was ingrained in every Decepticon's programming. All four of them refueled peacefully together, each one of them consuming no more than he needed. Even the Autobot, who was the smallest and undoubtedly the weakest of them, had his fair share.

How could sparklings achieve what their elders could not?

Foolish, his processor automatically judged. The strongest should take the ration for himself and leave the inferior ones to die. Less competition later on, and the ones strong enough to survive this ordeal would respect him.

But his Spark knew otherwise.

The sparklings chittered and squeaked at him, begging him for another ration that he did not have.

He gathered them up carefully in his arms, taking great pains not to hurt any of them, and began the short journey back to the outpost he was in command of.

Leaving them to die would be more efficient. Sparklings took great amounts of time, patience, and energy to raise, resources which the war had left unavailable. However, he literally held Cybertron's future in his hands - or some of it, anyway.

The old generation, the ones who were too set in their ways to change, would be killed off in the war that both sides refused to end. The newly created generation would see the war for what it truly was: nothing more than a deadly way to solve a simple problem.

Soundwave had joined the Decepticons because Megatron had promised him power, rank, and a position where his unusual abilities would be of great use. Bringing the enemy to their deaths had become routine for him, but despite his apparent devotion, Soundwave had always wondered why he still fought when there was no clear victor in sight.

Now, he had a reason to continue fighting.

The Autobots, if they found the sparklings, would indoctrinate them to believe that the Decepticons destroyed their creators and left them to die. The sparklings would eventually find themselves on the battlefield, a new batch of soldiers who would contribute to Cybertron's slow death.

The Decepticons would simply kill the Autobot sparkling, and the rest would become soldiers whether they liked it or not.

Soundwave was smart, though. He was more observant than Megatron would ever know. He knew almost all of the dark, unpleasant secrets that the warlord tried to hide with promises of glory and conquest. He knew that the sparklings would most likely die while in training, and then they would be melted down or salvaged in order to continue fueling the Decepticon army.

He could save them from that fate, though. All it would take was time, patience, and a lot of energy.

"More scrap for the smelting pools?" one of the brutish grunts guarding the Decepticon outpost asked.

Soundwave gave him a frosty glare. "Negative," he replied, clutching the whimpering sparklings tighter against his chest. "They are mine."

The outpost where he was stationed had always been a dimly lit, gloomy place. But as he strode proudly through the halls, ignoring the snickers and comments from his fellow Decepticons, the glowpanels seemed to shine brighter than any star in the universe.

The light was gone now.

Everything was dark again, just like how the world had seemed before four orphaned sparklings had found their way into his life. Once more, he was surrounded by death, destruction, and worst of all, horrible, crushing solitude.

He had fought and killed thousands of Autobots in order to protect his "children". But he had failed.

He had failed his sparklings, the Decepticon cause, and himself.

In the end, he was just another soldier, and the minibots he held in his broken arms were dead.

What had he gained by believing that he could raise the next generation of peaceful Cybertronians?

Nothing but memories. Useless, worthless memories that wouldn't mean anything in the long run. He would gladly trade all of them away if it meant that his sparklings would be alive again.

His world was suddenly lit up again, but this time it was a harsh white glare that burned at his damaged optics. He instinctively turned his head away.

For a second, it looked like Megatron had come back for him. He would allowed himself a sigh of relief, but sound did not travel through space.

However, his hopes were quickly dashed.

Soundwave didn't recall a single Decepticon whose armor was a light, feminine shade of powder-blue.

-

Arcee felt a couple circuits tear as she slammed hard into the solid metal wall behind her. She ducked instinctively, and brought her arms up to parry the sword that was bearing down on her.

With surprising agility for its size, her opponent's blade pulled back and stabbed lower, at her chest this time. Her mind was torn between rolling aside to evade it or hurling herself to the floor.

Unsurprisingly, she did both.

The end result was that she mostly toppled over sideways, scraping her elbow uncomfortably along the ground. It wasn't the most elegant of moves, but it was still effective. She reached her arm out and caught her opponent's ankle with one of her daggers. He stumbled, the joint sparking brightly, and she grinned with anticipation...

Her victory was short-lived, though.

Thankfully, it was a fist, not a sword, that came smashing down on the back of her neck. Her vision went blurry and gray from the impact alone, and then everything turned to static as her chin collided hard with the floor. She couldn't tell if her head was spinning or ringing, but it certainly hurt.

When everything cleared, she was lying on her back and staring at the ceiling.

Arcee reset her optics several times, trying to ignore the constant pounding ache that plagued every inch of her body. She was also trying to ignore the barely suppressed amusement on Optimus Prime's face.

"There was a reason I said that Sideswipe would be the best Autobot who could teach you," he said in that particularly aggravating tone of his that was somewhere between a gentle scolding and an I-told-you-so.

"I get it, I get it," she moaned.

He smiled lightly, retracted his swords, and helped her up. "Unfortunately, a bot of your size would be hard pressed to hold her own against a larger opponent. If, perhaps, you could be returned to your previous frame..." he trailed off.

Arcee rubbed her chin, wincing at the soreness. "I'm not sure whether or not my old body has been salvaged or not, and even if it could be used, I can't remember exactly who performed the transfer." She frowned, trying to reason with memory banks that stubbornly refused to cooperate with her. "Think it was another femme that did it, though. Just can't figure out her name, or what she looked like."

Optimus hmm'ed thoughtfully. "That is a start, at least."

"But it's not much of one," she said grumpily.

"We make do with what we have," he replied.

What if we don't have anything except for false hope? Arcee wanted to ask as she brushed dust off her armor. She kept quiet, though.

His optics searched her sharply, and he continued. "Even if the outlook is grim, one can find a way if they are desperate enough."

She stared dumbfoundedly at him as he gave her a final comforting pat on the shoulder before leaving. Just how did Optimus Prime manage to know almost exactly what she was thinking?

-

"I think he's sort of cute. Can I keep him?"

"He is a Dececpticon, Moonracer."

"I know, but still..."

"The decision is up to Elita, not you. Though personally, I'd love to finish off our little prisoner. Whoever tried to do him in didn't try hard enough."

The peaceful, fuzzy warmth that Soundwave basked in was difficult to shake off, but he managed to drag himself to awareness. Everything was dark, and for a moment he thought that his Spark had finally rejoined the Matrix, but running a quick scan on himself revealed that his optics had been forcefully disabled. He tried to sit up, but something heavy and metallic kept him securely pinned down. To add insult to injury, all of his weapons systems had been removed as well as uninstalled.

Footsteps approached him, and a slender hand traced teasingly across his faceplate. Someone standing above him giggled, tickling him under the chin.

Soundwave figured that he had hit rock bottom with the deaths of his sparklings, and now life was offering him a fine selection of shovels.

Great.

-

(( Please leave a review, if it's not too much trouble. I'm worried that I've gone overboard in giving Soundwave emotions, or destroyed canon by giving him and his cassettes a history... have I? o_o ))