A/N: So many people are watching this story! I don't know if I can meet everyone's expectations. I'm going to go hide now.

Fallen Angels

Part 10

Nemesis

Soundwave walked slowly, listening to see if someone was following him. Making his way into the Command Center he sat down at his consol. The room was empty and Ramjet was preoccupied with polishing his frame rather than watching the cameras thanks to a gentle telekinetic shove from the Decepticon TiC. Bringing up the specified file Thundercracker had indicate in his data pad he finds himself unsurprised at the passcode lock.

It takes him all of five earth seconds to break it. "Shockwave's Intellect: Inferior." He mutters, the ghost of a smile in his words. He quickly scans the written report and his optics narrow and brighten behind his visor. Clicking on the video file he unconsciously folds his servos into fists. Sweeping the area with his mind he senses the approach of Thrust, coming to take up the graveyard shift. Quickly Soundwave inputs a command into the main video feed throughout the various public monitors and shuts the file.

"Soundwave? What are you doing here?" Thrust asks as he comes in, one optic ridge raised in curiosity.

"Soundwave: Noticed you were absent. Decided to take over shift until you arrived." Soundwave walks up to Thrust and with more speed then the red conehead thought the cassette player possessed sticks his servo on the unsuspecting mech's helm. A quick surge of energy wipes his memory core of the chance meeting with the Third in Command. As the red cone head drops to the floor Soundwave looks to the door.

Moving quickly Soundwave makes his way back into the hall, leaving Thrust to reboot. He makes his way quietly to the Control Room and enters the bypass code. As the door slides open Ramjet looks up with a frown. "What are you doing here? My shift doesn't end for another joor and Octane is supposed to take over then. Did something happen to the idiot?"

Soundwave moves into the room smoothly, keeping his gaze away from the white cone head. As he enters the range of his reach he slams his servo into Ramjet's face plates, wiping his memory as well. Wasting no time he hacks into the cameras and cuts out the segment that revealed him at the computer systems. Megatron would never know.

~Next Day~

All the Decepticons were now either located in the Rec Room, Command Center, Mess Hall, or in the case of one Constructicon and two cone heads who had splitting processor aches. The stage was set. "You're awful silent today." Rumble says, flopping across Soundwave's waist. "Usually you say at least four lines in a joor but you've barely said one."

.:He's waiting for something obviously:. Ravage replies for him in comm. speech. Just then the screens flicker to life and Soundwave turns his helm slightly to look at Megatron who had looked up to see the disturbance.

Shockwave's visage appears on screen. "Lord Megatron, our seekers are in place. We now await your order to commence bombing." All optics in the Mess Hall were trained upwards. Megatron looked like he was about to shoot the screen.

"Permission granted Shockwave, it's time we started this war. Make sure to miss a few areas so we can snatch some younglings as troops." The hall was filled with dead silence as Shockwave gave an affirmative. Megatron didn't wait a moment longer and fired into the screen with a roar.

"Whoever had the bright idea to play this pathetic excuse for a joke will step forward this instant!" He shouts into the crowd.

"Inquiry: This footage is a farce?" Soundwave asks in his flat tone, only his cassettes picking up on the meaning behind his words.

"Clearly it is, I would never order the destruction of an Academy." As Megatron finished Dirge, the only cone head in the room, stands up.

"I was paying close attention to that tape. Not once was the Academy mentioned!" He jabs an accusatory digit in his direction. "I had good friends there! It's because of you that they're dead!"

As one the Stunticons stand up, faceplates dark. Without a word they leave, several mechs following suit. Dirge had a difficult scowl on his face plates as he looked up at Megatron with scorn. A single tear fell from his optics. "I hope you burn in the Pit for what you did to Twister." Before Megatron could react Dirge turns and walks stiffly out of the room.

"Soundwave, call the rest of the soldiers and order an attack on these deserters." Megatron orders. Wordlessly the cassettes transform and load into his chest compartment. Slowly the tape recorder rises to his peds, visor dark.

"Query: Are you so ignorant that you no longer know who you inducted into your ranks back then? Statement: You truly are the fool Starscream makes you out to be." Taking the nearest exit he leaves calmly. As soon as he pulls out of sight he breaks into a run. Megatron wouldn't take long to come after him and try to offline him for insubordination and insults. The only reason Starscream managed to stay online this long was because Megatron was attracted to him. Soundwave had no such protection.

The other deserters had gotten the same idea and were running as one group out of the Nemesis. The still loyal Decepticons followed in hot pursuit, firing at the retreating figures. There were still more Decepticon loyalists then deserters and there was no possible way they could defend themselves. Their only hope were the Autobots.

As the deserters finally crossed into Autobot territory the other cons pulled back. Soundwave wordlessly racks up the damage. Dead End was supporting a heavily limping Wild Rider who's left leg was hanging loosely. Dirge was missing a wing. Brawl's arm was ripped clean off. Soundwave himself was covered in scorched and broken plating.

At one point the cassettes had popped out to lighten their carrier's burden. Ravage's rear leg had been skimmed by a lucky shot and the wound leaked a little. Buzzsaw was flopped across Ravage's back, having been hit by a lucky shot shortly after passing into the Autobot territory. Frenzy and Rumble leaned against each other for support. Lazerbeak, the only cassette to escape damage sat perched on Soundwave's canon.

The deserters all turn towards Soundwave, looking for guidance. "First Order: Journey to the Ark." Silently and without question they turn and start moving as one.

Ark

Skywarp was scratching at his chest plates again. "Would you stop doing that? I can't hear myself think." Starscream says irately.

"Well I can't hear myself think every time you open your mouth to complain." Ratchet calls from his office. The medic leans out and stares at the black and purple seeker. "Perhaps there is something wrong." He seems to mutter to himself.

"Skywarp, quit scratching yourself." The medic orders. The black seeker frowns but places his servos on the berth he was sitting on. Five klicks later his digits started twitching and he reached to scratch his chest plates again. The medic frowns and motions to the other seekers to leave. "Prowl, come and pick up your charge plus one."

Starscream and Thundercracker get shoved out unceremoniously into the hall and a moment later Prowl and Optimus rounded the corner. The slightest smile appears on Prowl's face plates. The groups stands there silently, waiting for one of them to speak. Just as Starscream opened his mouth Red Alert skids around the corner from the direction of the Control Room.

"Optimus! Several Decepticons heading this way!" He spouts, voice heavy with panic but not the kind you'd associate from a sneak attack. "Some are heavily damaged."

"Who's leading them?" Starscream and Optimus say at the same time.

"Soundwave."