Soundwave did not think, to be very honest about it all, that he'd ever been so stunned in his entire life. That ridiculous young mech, this simpleton from the ghettos who'd unwittingly dealt him so many headaches and then had the exasperating temerity to just vanish - was here. Right in front of him, still staring at them both with such an idiotic look in his naive blue optics. His plating was scuffed and scraped, some of it liberally smeared with the ancient rust all around them, like he'd been down here for a while. Was this where he was hiding, all this time?

"Uhh… so anyway." Apprehensively he looked from him to Jazz and back again, taking in their tense postures, the gun in Jazz's hand, the prone Laserbeak sprawled between them. "You're busy, and I'll just be going now."

He tried to turn to the stairs and Jazz shot a hole in the wall an inch away from his head, never once taking his optics off Soundwave and then promptly bringing the blaster right back to Laserbeak's head. Hot Rod squawked and jumped backward, nearly falling over on his backside.

"That was my way of saying, 'Don't move, please.' One moment." In one deft move Jazz scooped Laserbeak back into the crook of his arm, stood and backed away until he could comfortably keep both of them in his sightline. Soundwave could tell well enough that Jazz looked just as flabbergasted as he himself felt, but to Hot Rod he merely flashed a patronizing smile. "Well, look what the rain washed in. You're a long way from your refinery, kid."

Hot Rod hunched his shoulder struts, looking a cross between guilty and defensive. "I know."

"So you looking for somethin'? Or just very, very lost?"

"Both… sort of." Yet again he looked from Jazz's gun to the sigil on Soundwave's chest, the obvious question forming in his optics. "Should he be -"

"Optics on me, Junior," Jazz prompted. "You know if you were hoping to play Megatron's groupie tonight, you're about ten stories in the wrong direction."

"What? No, that's not- Look, I'm just trying to find my friend, okay? I didn't mean to wind up down here. I don't even know where 'here' is. All I do know is that every time I go looking for him, I wind up somewhere in this hole instead. It's not like I want to! But the voices -"

He cut himself off, and the light in Jazz's visor sharpened with curiosity. "Go on."

"I have these, um, voices in my head. Like a comlink, but not. Deeper."

"And what do the voices say?"

"I don't know, I can't hear them. I mean, I hear them, I hear them mumbling and whispering in my head. But never loud enough for me to get the words. When I'm down here, though, they're almost clear enough. I think I can almost hear what they want to tell me. But only almost."

With every additional word of nonsense that came out of the boy's mouth, Soundwave was left more and more perplexed and he could see Jazz was much the same. He exchanged a bewildered look with Soundwave and then huffed a lilttle through his vents. "Great. Just what I needed tonight: a spoilerful of crazy."

"I know what it sounds like," Hot Rod muttered resentfully. "But if it bothers you, I'll go."

Again he looked to the stairs, and again Jazz raised his blaster in a meaningful way. "Ah no, afraid I can't let you do that. You might do something silly, like try to find a Decepticon and tell him what I'm doing- "

"What are you doing?"

"- and I don't have time for that, so you're stuck with us for the rest of the night, Paintjob."

"My name is Hot Rod."

"Hot Rod," Jazz murmured thoughtfully, so quick on the take that Soundwave knew he'd been deliberately baiting the mech into giving up his name. Idly he rolled his head one way and the other, scrutinizing. "Hot Rod… Hot Rod. No, doesn't ring a bell. And I am very good with names."

"Huh?"

"Have we met? Ever?"

Blankly Hot Rod stared at Jazz. "Uh, don't think so. I know who you are, though. You're the dancing slave."

"Most just call me Jazz. You're sure we've never met? Let's face it, you'd probably remember me more than I'd remember you."

Hot Rod's mouth fell open, some kind of indignant noise forming from within. "No, we've never met. I'm not an Autobot. I'm not a Decepticon. I'm just an ordinary mech sparked in an ordinary temple, working in Shockwave's ordinary factories my whole ordinary life. Right now I'm kind of missing that."

"Missing," Jazz echoed, and something sparked deep within his visor. "You've been down here a while, haven't you?"

"Longer than I ever wanted. I found this cache of energon bars -"

"You went missing," Jazz repeated with extra relish, his gaze shifting to Soundwave with a triumphant gleam. "I'll be damned. Gotta hand it to you, babe, that was a tricky one. I'd have never, ever guessed."

Soundwave glared in silence. Hot Rod looked confused again, which seemed to be his natural state. "Guessed…?"

"You know Director Soundwave, Hot Rod?"

"No."

"Well he knows you. He's been looking for you."

"For me? What? Why?"

"I was hopin' you could tell me. He's mad at me right now, and he never tells me anything when he's mad."

Nervously Hot Rod looked back from Jazz to him, spoiler wilting slightly under Soundwave's menacing stare. "Uh… is it about the speeding?"

Jazz rolled a disgusted groan down his throat. "Ugh, never mind - I don't have time for this. Let's just get back to where we left off, shall we? My love, you know the way. Come along, Flames."

"Please don't -"

"Too late for that, it's the three of us now. That's how Soundwave likes it." He grinned mirthlessly when he caught Soundwave's look, barrel of his gun bumping against Hot Rod's head. "Now move."


"So…" They hadn't lasted half a breem before the neutral was opening his mouth again, much to Soundwave's irritation. Probably Jazz's too. "Sorry if this is a dumb question -"

"Then don't ask it."

"But, for an escaping slave, aren't you sorta heading the wrong way?"

"Side errand. Don't worry, I'll be leaving Cybertron soon enough."

"You're really gonna leave the planet?" Hot Rod sounded appalled. "But, this is our home."

"It's someone's home. Not ours, though. Not anymore."

"Oh." Hot Rod lapsed into silence, which did not last long. "I get why you don't like it, I guess. Sometimes I see you guys with your masters, and I think it must be a little rough -" Jazz snorted. "But it's kinda your own fault, right? If the Autobots had just shared Earth's fuel with Cybertron, Megatron wouldna had to fight the war like he did."

"Ah, Shockwave's History 101 rears its ugly one-eyed head."

"What? It's true, isn't it?"

"Oh, is it that part of the night? Already? Well as you may have noticed, I'm a little pushed for time. So let me save us both the trouble, and I'll supply both sides of this next bit. 'Autobots are evil and deserve everything they get, rape and slavery included.' 'Oh no, my little spawn of the state, the Autobots were just trying to trade for Earth's fuel instead of steal it.' 'That's not what my radio's history hour says!' 'That's because Shockwave's a big fat liar, which, as his employee, you should already know.' 'But I wuv Megatron, I draw little hearts around his picture at nights and he can do no wrong!'"

"I don't -"

"What's it like, to function as a sponge for everything your government tells you, ever? I admit, in a way I'm a little envious. I do nothing but lie, all the time, as the quiet one up there will tell you as soon as he feels like talking. But I have to work for it. I have to convince my audience, lay down plausible reasoning, establish alibis, and never ever drop the act. Must be nice, just standing in front of a crowd and telling them whatever he likes. If they don't believe, well, that's usually their problem."

"I don't just believe everything the empire says," Hot Rod said defensively. "But I do know the fuel started comin' when the Decepticons won the war. You gonna tell me I'm wrong about that too?"

"No, but I'll ask you a question. If the war went the other way, and it was the Autobots that came home with the fuel, would you be alright with your precious Megatron wearing a collar for the rest of his life? Never allowed to transform, never allowed to live alone, to sleep alone, turned into someone else's possession for the rest of his life?"

Hot Rod stopped walking rather abruptly, and from the sound of things actually turned to stare at Jazz. "You guys aren't allowed to transform?"

Jazz's systems hiccuped, and in the corner of his vision Soundwave saw him gape at Hot Rod. When he spoke, it was to Soundwave. "Gambheerata se, aap ke lie kyon dekh rahe te yah havaee jahaaj?" he pleaded. "Seriously, why were you looking for this space cadet? Won't you give me a hint, just a little one?"

Soundwave remained silent. Hot Rod squinted curiously at Jazz, confused by the stream of foreign words. "What was that?"

"Grown-up talk. Don't worry about it."

"You're kind of mean."

"Well I am, after all, an Autobot. We're evil, or haven't you heard?" Jazz had to prod Hot Rod into moving again, and Soundwave heard the frustrated rev of his powerful engine.

"This is what I get for just trying to do the right thing, I guess. All I wanted was to find my friend."

"So you said. How adorably loyal of you."

"Well he is my best pal. We've been friends for vorns. Then one day he just disappeared - no word, no anything. He wouldn't do that to his crew, not on purpose. So we've been looking for him. Some folks say Megatron shipped him to Earth, but I know that's not true. Megatron wouldn't do something like that, not to his own people."

"Oh no," Jazz agreed cheerfully. "Megatron would never do a thing like that. Right, Soundwave?" He didn't wait long for an answer he knew Soundwave was not going to give. "Your friend, what's he look like?"

"He's a triple changer, big and -"

"Green?"

"Yeah," Hot Rod confirmed, surprised. "How did you know?"

"I saw him on Earth, working in the slave camp."

"But -"

"But you don't know Megatron in the least, not even a little bit. Pray that you never do." Hastily he put a hand on Hot Rod's shoulder before he could just walk right into Soundwave, who had abruptly stopped. "Whoa, hold up. What's wrong, love? Why are we stopping?"

"Because destination, reached," Soundwave answered, speaking for the first time since Hot Rod had stumbled onto them. He watched his blue optics whiten with surprise at the sound of his voice, staring at him stupidly. "This door, opens to Megatron's vault."


An uncomfortable tingle moved down Soundwave's spinal strut when the vault door swung open. He was not sure why; he had been in this room before, and though it wasn't exactly pleasant, he had never been unduly bothered. Perhaps it was just his own stress, now stretched to the snapping point by the events of the night. He hesitated only a moment, then crossed the threshold before Jazz could get too impatient. Lights flickered on, throwing their sterile glare on the contents of the room. Mostly that meant the body of Optimus Prime himself, stretched out on a massive slab and taking up most of the space.

Unless exposed to harsh elements, the dead frames of Cybertronians did not deteriorate, so even after all this time he was recognizable… mostly. Grayed and brittle struts were still twisted and splintered from the force of the explosion, whole chunks of his body outright missing. No matter what anyone felt about the Prime, it was a grotesque sight, and Soundwave could hear well enough the shocked gasp Jazz tried to strangle in his own throat. Soundwave watched his hands tremble, but then he held his chin high and moved closer to the head, gun never straying from Soundwave's chest.

"So here you are," he murmured. "Fancy running into you in a dump like this… who would have guessed?" He gave the other two a measuring look and, weighing the risks, set Laserbeak down by the Prime's shoulder so he could have one hand free. With a tenderness Soundwave had only rarely seen in him, he touched reverent fingertips to what was left of the facemask.

"You deserved better than this. I'm sorry that I let it happen, I'm sorry about all of it. But it's okay - I'm going to get them out, just like I promised you every night. I'll get them all out."

Hot Rod crept closer, staring at the corpse in fascination. "Who is that?"

"A good mech. Probably the last one." Vaguely Jazz gestured at a shelved alcove, containing the only other object in the room. "See that shiny thing? Pick it up, I'll need you to carry that for me."

"What is it?"

"Nothin' special, just the Matrix of the Primes. Hurry up."

Hot Rod shuffled the few steps closer, looking properly wary. The meager light shimmering within the Matrix reflected on the sheen of his optics, and he bent closer as if he could peer into its depths. He extended one hand to touch, then hesitated. The tingle was back in Soundwave's struts, and his sensors picked up a faint buzz, like a frequency just out of range.

"Are you sure I should -"

"Stop asking stupid questions and do as I say!" Jazz snapped, close to his own breaking point. Promptly his attention switched back to Soundwave. "This is where I leave you, my love. It's been… well, it's been a ride. I'm sorry that I don't have time for a prettier goodbye, but time is short. Just back yourself into that corner there, and your kids can come and get you when the rain's done."

And when the empire was done, so went the unspoken message. Soundwave's gaze dropped to the symbiote by Jazz's hand. "Jazz, will also leave behind Laserbeak."

"Soundwave." It was fast, but Soundwave just caught the flicker of regret in that visor. "You know I have to keep her with me. She's my hostage."

"Jazz will not take my symbiote."

"I have to! But I'll keep her safe. So long as nobody on your side does anything stupid, she'll be fine, I promise."

"Jazz's word, worth nothing!" Soundwave near shouted, fists clenched at his sides. "Jazz, operates on only false pretenses, deceptions and lies. My trust in your promises, impossible."

"I don't really see where you have the choice," Jazz said sharply. "Now back up and shut up before I change my mind about sending her back and just decide to keep her. Permanently."

"Jazz cannot -"

"Why not? She's cute, fun to play with, and if she doesn't like the new arrangement then I'll put her in a cage. It's no less than what you did for me!"

"Jazz should know better than to come between Soundwave and symbiote," Soundwave growled, his voice now pitched ominously low. Jazz's response was a flippant sneer.

"And you'll do what, exactly, about it?"

Soundwave had taken enough. Enough threats on Laserbeak, threats on his home, his leader, all of it doled out with an infuriating smugness that he could bear no longer. Somewhere within him, his tolerance snapped and Soundwave executed his most reckless, desperate counterattack. His speakers started to play human music.

Jazz blinked and stared at them, baffled, but that was before he even took the time to recognize the tune. When he did, a flash of vulnerability was replaced quickly enough with hard resentment. Soundwave didn't know its name, but that didn't matter. Enough to know that it was the music playing in Jazz's mind that night on Earth, the two of them alone in the jungle.

"What the -" Jazz started to say, but Soundwave wasn't done. There was no one in the room to cover him, no one to give backup, and for once he ignored that risk. Without warning, Soundwave shut down his sensors and dove straight into Jazz's mind. "Oh, you sonofa b-"

Moaning, gasping softly in time with every thrust against the tree behind them, Jazz locked his legs around Soundwave's hips and ground his plating against his own. Electricity surged and crackled within them both, Jazz's glossa gliding within Soundwave's mouth all the while. Using the tree for leverage, Jazz shifted all his weight up onto Soundwave and toppled them both to the ground, hands everywhere at once.

Relentlessly Soundwave continued the play the notes that had become Jazz's tag for this memory. His theory was right after all, Jazz's memories could be recalled involuntarily if you just knew which music to broadcast. It was the only music Soundwave would have ever known to try. For as long as he played, the scene kept unfolding, Jazz's sweet meows of pleasure, his eager pushes back into Soundwave's hips, the sparks flying furious between them. He let it go on long enough that he was sure Jazz had succumbed completely to the memory, though Soundwave himself was unaffected by the music. He withdrew, re-engaging his sensors before the act of mental exploration itself could wear him down. Optics unshuttered and contracted at the overbright light, focusing first on the sight of Jazz collapsed to the ground. Moans still rolled in his vocalizer, engine rumbling with the ecstasy of remembered overloads. He only had to get to Laserbeak before he could recover completely.

Stiffly motor functions rebooted, and he stumbled forward. She was very close, lying there on the slab, only a few steps away. So close - but then he heard the click of a gun's triggerlock, and had to shift his focus to what was behind her. Hot Rod had Jazz's gun gripped in both hands, barrel pointed at him, optics blanched almost white in contained panic.

"Stop it," he said, and his voice shook. "Whatever you're doing to him, stop."

"Hot Rod, willing to defend criminal Autobot?"

"I dunno if he's criminal or not. But- but he's right. Megatron shouldna made them slaves. Shouldna took away their driving. Nobody deserves that."

"This, act of high treason," Soundwave informed Hot Rod, his voice low and menacing. Hot Rod gulped a little.

"I know. And I am, like, super sorry about this. But you need to let him go. Please?"

On the floor, Jazz was returning to the real world. Blue light blinked wanly back into existence, visor calibrating until it found Soundwave's face and focused itself with raw hatred.

"You're a bastard," he rasped throatily. "And very, very unwise. Let me show you how unwise that was." Using the edge of the slab Jazz hauled himself onto his pedes, grasped at the scalpel, and brought it down to stab straight through the center of Laserbeak's right wing.

"Stop!" Hot Rod cried, gun now pointed at Jazz. "Don't!"

Jazz's hand stopped just short, probably less out of respect than actual fear that the inexperienced neutral was nervous enough to pull the trigger on accident. "Mind your own business, kid. This has nothing to do with you."

"She's unconscious! How can you do that to someone? Did she ever stab you in the arm while you were sleeping?"

Jazz stared at that determined young face, then let out a weary puff from his vents. "Fine, whatever. If it bothers you that much, then I won't." Light flashed off the blade when he tipped it in Soundwave's direction. "Which isn't to say I wouldn't enjoy carving you into little pieces right now. That was a low blow, my love."

"Soundwave, learning to play by Jazz's rules."

"Jeez, listen to you guys! You're so- so weird. I can't figure out if you hate each other or love each other, but I'm sick of you both and I'm just gonna go now okay?" Hot Rod took a step back from the both of them, vent whirring in his distress.

"You do as you like, Flames, but do yourself a favor and toss that slingshot back over here. You're only gonna hurt yourself with it."

"Shut up. I've practiced with guns before." He took another step back, then flinched when a deep roar - like one of Earth's rolls of thunder - reverberated above them. "Um, what was that?"

Jazz swore in Italian under his ventilations. "The party's starting, and I'm missing it. That's how behind I am, great. Soundwave, you know how I hate to miss the party."

Fresh alarm bloomed in Soundwave's spark at the thought of what was going on above, made all the worse when another explosion made the lights sputter. Jazz cursed again and moved to scoop Laserbeak back into his arms, Soundwave weighed the risk in attacking him while he was distracted, and then something happened that none of them could have expected. Another explosion shook Decepticon command, so hard that even down here the room around them shuddered. All of them stumbled, and the Matrix was rocked off its base, tipping over the shelf's edge. Standing right beside it, motivated by nothing other than simple reflex, Hot Rod reached out and caught it before it crashed to the floor.

That faint buzz exploded and a power surge knocked Soundwave right off his own pedes, flinging his massive bulk against the wall like he weighed nothing at all. Damage reports cascaded through his HUD, which in itself must have been damaged for it failed to display any problems with his visor. But damaged it surely was, because he could see nothing but white, pure white light blazing like a star all around him. His audios could pick up nothing beyond the incessant dry crackle of a frequency, cluttered with the muted cacophony of distant voices. Through the sifting static, like trying to peer through a sandstorm, Soundwave finally caught one recognizable sound, but when he did his spark almost stopped. That voice was not a voice he'd ever expected to hear again.

"-rise, Rodimus Prime. You have been…"

The crackling worsened, the pressure on his audios too much to bear. Soundwave couldn't stand it anymore and rebooted all sensors, desparate to clear away the overload of input. Primus primus oh primus -

The reboot helped, or at least a few seconds of time did. The room was still blazing with too much light, but now Soundwave could see it blaring out of Hot Rod's optics, out of his seams, even his mouth as it gaped wide open. He was frozen still, transfixed, as if staring at someone.

Primus, primus, oh primus... It took several seconds before Soundwave realized those weren't just the words circling in his own mind, that Jazz was whispering them over and over, staring at Hot Rod with the same captivated shock he himself felt. He'd been thrown too, was still lying crumpled against the wall, but too riveted to do anything other than gape. Eventually his stunned stare crossed with Soundwave's, and in that moment neither could do anything but look, still too caught up in the disbelief of it all.

But then even the light beams shooting out of Hot Rod's body faded, and reality returned. Soundwave remembered his circumstances, his duties, and looked frantically about the room. So did Jazz, and realized at about the same time as Soundwave did that he was not going to reach that gun before Soundwave could. Panic flared in his visor and they both scrambled to move at the same time, Jazz lunging for Hot Rod while Soundwave dove for the weapon.

"Run!" he shouted. "Run, now!"

Still in a daze, Hot Rod blinked the last of divine white light of his optics. "Huh?"

"RUN!" Jazz barrelled into Hot Rod and shoved him to the doorway. Groggily he stumbled a few steps, and Soundwave grasped at the gun and raised it to fire. Just in time Jazz threw himself in front of Hot Rod, arms outspread, vents spinning top speed. Dead in his sights, Soundwave's finger froze on the trigger, unable to shoot at Jazz. It was enough time for Hot Rod to escape the vault, and Jazz threw himself backward out the door after, hauling the door shut on the way. Soundwave ran to cover the distance and tugged on the door, a futile effort. Jazz was probably doing everything he could on the other side to jam it. Soundwave would get through soon enough anyway, but it would give Jazz a head start. He took the time to look for Laserbeak, and cringed to find she'd broken even more struts when flung so hard against the wall by the Matrix. His poor, poor symbiote, but she was alive. After everything that had happened, all of Jazz's threats, at least she was still alive and now safe in Soundwave's arms.

He held her close to his chest for a moment, then stowed her carefully in his own subspace. It was not as good as a proper docking, but that was impossible while she was unconscious, and half crippled besides. With her safely out of harm's way, Soundwave took pragmatic shelter behind the Prime's - the former Prime's - morgue and fired at the vault door with his sonic rifle. The concussion warped the door and nearly brought down half the ceiling too, but the debris that had fallen on him was small enough to be negligible. In the next minute he'd crawled through the gap and was running for all he was worth.


Their lead wasn't very great, but the two of them were much faster than he was. Soundwave pounded up the stairs, devouring the corridors in his long strides, and all the while his audios tracked them pulling further and further away, Jazz's pleas to run faster eventually dwindling to mere echoes. The ambient sounds of explosions and firefighting, meanwhile, became louder and louder, until Soundwave crashed through the door separating stairs from the corridors of Decepticon Headquarters and straight into a warzone.

The headquarters of the empire had been reduced to ruins. Huge gouges had been ripped through the outer walls, rubble cascading across the floors and acid rain pouring through. All power was down. It was the work of massive artillery, and now Soundwave knew what the explosions had been. The Autobots, after invading through the space bridge, had taken the city's own anti-air guns and swiveled them around to point at the building itself. How had they moved about in the city? Using his thrusters to pop over the spreading puddles of acid, Soundwave moved down the passage and turned the corner, where most of another wall had caved in. A huge cylindrical structure had been forced right through the cannon-strafed wall, familiar looking though it took Soundwave a few seconds to place it. It was one of their own silos from the spacebridge grounds, used to store fuel and therefore built to be impervious to the elements. It had been torn off its foundations and used to roll down the streets of Iacon, carrying the attacking Autobots inside. Oh, how Soundwave had not missed Prowl's unexpected displays of strategic creativity.

Soundwave maneuvered around it, trying to hail Megatron's frequency on a repeat three-astrosec basis and still not succeeding. He could hear a battle though, without question, and he turned to follow the sounds as fast as his thrusters could take him. Barely had he made it around the next bend than he came face to face with Chromia and Firestar, poised on a mound of rubble just inside the shelter from rain, razor-thin swords in each hand. They looked up sharply at his entrance and flipped on bright headlights, immediately overpowering his night-adjusted optics. Soundwave flinched and dove back behind the corner, blinded, expecting to be shot at any second. He felt nothing, however, didn't even hear anything, and after his vision had calibrated again he dared to peek around the wall.

Both were gone, as if they'd never been; vanished like ghosts in that sinister way that Elita's soldiers had always excelled. Rifle primed and ready to fire, Soundwave crossed the silent room. Nothing moved except the rain sheeting outside, hissing and popping against the broken steel. It was falling on something else too, which Soundwave saw when he drew close enough: Shockwave was sprawled across the wreckage and completely exposed to the rain, his body crisscrossed with hundreds of thin slices into which acid seeped and bubbled.

There was nothing Soundwave could do for him, even to reach out and pull him back inside, but anyway it was too late. Soundwave got no response for his hail, and the single optic that had carried Shockwave's emotional expressions for all his life was now flat and dark. He was quite dead, and it had not been done kindly. Again, even more urgently, Soundwave set a comm for Megatron. Somewhere behind him, in the depths of the building, he heard a familiar roar.


When Soundwave finally found Megatron, he found the heart of the battle. The Autobots had held nothing back; having already peeled away his air support and officers, their artillery had now peeled away most of the building around him. Megatron was pinned down under what shelter he could take, alone, and carrying on a one-sided war against every other Autobot in the building. In his beast form, and unbothered by what rain did trickle down his back, Grimlock opened his jaws and bellowed again, a roar answered in kind by Megatron's gun. It had to charge up again, leaving Megatron to fight off Ironhide and Sideswipe and just about everyone else with only his own fists. Now Soundwave could see why he hadn't been answering Soundwave's hails - he simply didn't have the spare second to do it. Watching him, Soundwave felt a flicker of that old awe. Megatron's gray armor was already streaked from close calls with acid rain, and he may have even been shot, going by that bad scorchmark on his left arm. But nobody would ever know it from the unflinching way he threw himself into combat, outnumbered a dozen to one and still holding his own. This was how he'd inspired a revolution.

Soundwave was preparing to move in and assist when he caught sight of Jazz again, dragging Hot Rod ruthlessly by the arm. He'd skirted the melee and was trying to haul Hot Rod up the scree of a collapsed stairwell, where glowlights indicated a hovering shuttle. Hot Rod had balked at the rain and was resisting, slowing them down. Soundwave started to follow, but then Megatron hurled an Autobot against the stairs and the whole ramshackle structure shifted, tipping them off it. Jazz scrambled for a handhold, probably would have found one if he wasn't also shoving Hot Rod to safety, slipped, and tumbled down the wreckage almost right at Megatron's pedes. Megatron looked down and saw who it was, and the blazing hatred in his optics was something Soundwave could see even from here. Already he was sprinting towards them, body moving on instinct, but which one was he going to help? His processor froze and he nearly tripped, stumbling with indecision.

Jazz knew he was in trouble the moment he looked up, and he did his best to scrabble away, but he was not fast enough. Megatron had him in his sights, and he would never let this one get away. The mighty fusion cannon on his shoulder fired into Jazz's chest point blank, throwing Jazz's body back against the wall, by which time he'd moved on to other Autobots.

Soundwave thought he might break from grief at the sight. Immediately Megaton flew out of his mind as he flung himself at Jazz instead, covering his body with his own so that he might shield him from the rest of the battle. Jazz could not be dead - no, not so quickly, he couldn't be taken from Soundwave so easily! Jazz was his. But Jazz's visor was flat black, his body lifeless under Soundwave's anxious touch. He could feel no sparkbeat, felt nothing from his vents, not even a whisper. The damage was still smoking hot to the touch, but the smoldering chips of armor around the blast were all that moved.

No no no. Soundwave was too frantic to consider giving up, even as the fight raged behind him. Surrounded by enemies, no one to guard him, Soundwave pulled back from all external sensors and let himself collapse on top of Jazz, diving into what he hoped remained of Jazz's mind.

Blackness. Silence. Void. Abruptly separated from all the thunderous noise of the world, Soundwave drifted through nothing, pure absence of light and sound. After all his times visiting here, it was surreal to come inside Jazz and find silence instead of song. Where was all his music? If it was gone, did that mean -

"Yup," someone said, and Soundwave whirled around. The other mech sported a loud red paintjob on his armor, edged with flashy gold accents. Otherwise he looked very like Soundwave - humans had mistakenly called them cousins - though he was one model size smaller and many vorns younger. Blaster crossed his arms and nodded, optics somber. "It means he's dying. In fact, he's already dead."

Disclaimer: I do not own these characters