What!? Another chapter already!? Yep! LOL I couldn't stop thinking about the smut scene and really wanted to write it. XD

WARNING: This chapter has sex in it. If you don't want to read the sex part then skip to the last part of the chapter.


Before Arcee could fully realize what she was doing her servos rested on his abdomen, going up and down in soft caresses. Soundwave can't hold back anymore, he slams his lips against hers in a rough and passionate kiss as his digits slide up the side of her body feeling out her curves. The Autobot side of Arcee is screaming at her that this is wrong and she should stop it but the femme side of her, that hasn't felt this love and tender touch in many years, is telling her to just enjoy the pleasurable moment.

Arcee breaks from the kiss, "We can't do this, it's wrong. We're enemies from different fractions, different sides of the war…"

"Don't consider us as different fractions then." Soundwave tells her. After all the struggle and self-hatred he went through all these years, he's finally coming to terms with the fact that he's in love with an Autobot, "There is no Autobot and Decepticon here, it's just a mech and a femme enjoying a pleasurable moment together." He says as he starts kissing along her cheek, "Just see me as a mech trying to show his affections for the femme he loves." He whispers.

Arcee's spark fluttered, if she didn't know any better she would say this mech was a Cybertronian wizard that's put her under a trance. But she knows it's just her emotions getting the better of her, she hasn't had a mech care for her like this since Tailgate. She knew Cliffjumper had a crush on her but she needed time and space to fully get over Tailgate's death, and unfortunately, Cliffjumper was taken from her before they could even try to start up anything. Primus rest both their sparks.

She should be feeling ashamed right now for getting like this with a Decepticon but her desire to feel that love and pleasure again is overshadowing it. She thinks over everything Soundwave has done for her since she was captured, sure he was the one that grabbed her and prevented her from escaping, it's because of him that she's in this brig, but he's been so caring and protective of her. When she really thinks about it, she can tell that he's been having his own mixed emotions about this and been really struggling with it himself.

She's broken from her thoughts when she feels him biting down on her neck, she couldn't stop the moan from escaping her mouth as a servo shot up to his helm. His servo goes to her breastplates and starts undoing it to take it off and she doesn't stop him. In no time at all, he has her breastplates off and starts massaging her breast. He removes himself from her neck to look down, he won't deny that he's had the question of how her breasts look running through his processor from time to time.

Perfect.

This femme is just perfect in every way and it just makes him love her even more. He looks back up at her face which is completely blue and he wonders if it's her first time, surely not, "Is it your first time?"

Arcee shakes her helm, "No, it's just been a long time."

"If you're too uncomfortable with this just let me know and I'll stop."

Arcee could feel herself melt. He's so caring, even though she's supposed to be his enemy. She pulls him in for another kiss, her Autobot side is still yelling at her that she needs to stop this but she ignores it. Soundwave pulls his tentacles back in as he lifts her off the wall and lays her down on the floor, he knows this is a bad place to be doing this but he doubts that Megatron will allow her to come out.

He breaks from the kiss to kiss down her neck, moving down her chest and onto her breast. Arcee arches her back when he starts sucking on her breast, her servos clasping around his helm as she moans.

:: Soundwave, we need you on the bridge. :: A Vehicon calls him on his comm.

Arcee groans in disappointment because this meant he was gonna be leaving and she would have to work on relieving herself alone. But to her surprise, Soundwave turns off his comm as he continues sucking on her breast, the servo that had turned off the comm going to her interface panel to start removing it.

"You're not gonna see what they need you for?" She asks but makes no move to stop him or push him away.

Soundwave pulls himself off her breast, "They can wait." He says before he starts kissing along her chest again.

"Won't - hmm - won't Megatron be mad?" She asks before letting out a moan.

"He'll understand." He says as he removes her interface panel. Once it's removed he rubs his digits along her port feeling the fluids already spilling out. He's not gonna let them interrupt him again, he's already been interrupted a few times, not this time.

Arcee lets her servos slide down his body to his interface panel and she takes it off. She watches as his hard spike springs out, it's a pretty decent size and has purple lights going up and down it like the rest of his body. She grabs his spike and starts stroking it making Soundwave moan. He hasn't been pleasured like this in what felt like eons, the last time he was with a femme was many years ago when he was still a gladiator, it was with a pleasure bot. But that was just meaningless sex to get help get rid of pent up rage and to enjoy himself, this is different. This time he's fragging the love of his life with love and passion in his spark.

He removes his digits from her port and, after removing her servos from his spike, he sticks his spike in. He sticks it in slowly, enjoying every inch of her tight port and savoring the feeling of it wrapping around his spike.

"Why are you going in so slowly?"

He moans as he puts his whole length in, "Because I haven't been inside a port in such a long time… mm… and you feel so good, I want to savor it." He says before he begins thrusting slowly. He spreads her legs out a bit more so he can go in deeper as he nibbles at her neck.

Arcee grips at his back as she moans. She wishes he would speed up but she can understand that he wants to savor this moment, she also gets the sense that he's also making sure not to hurt her which she can really respect and appreciate. Her digits start digging into his armor as he quickens his thrusts, "Oh Soundwave!"

Soundwave's spark skips a pulse when he hears her moan his name, it's the sweetest sound to ever enter his audio receptors. He wraps his arms around her to hold her close as he thrusts faster, pounding into her port, "Arcee…" He moans out. He feels her legs wrap around his waist as her port tightens around his spike. The brig is filled with the sound of metal clanging against metal with their moans mixing in.

He kisses her again, forcing her mouth open so he can stick his tongue in. She moans into his mouth as she scrapes and grips at his back. She feels that familiar feeling that she hadn't felt in years, begin to rise within her and she knew she was reaching her overload. But Soundwave beat her to it, breaking from the kiss he throws his helm back and moans as his overload hits him and he squirts his fluids into her port.

The feeling of his fluids entering her systems pushed her into her own overload, she squeezes her optics shut and arches her back as she practically screams with ecstasy. Once their overload is done they just lay there for a moment looking into each other's optics as they wordlessly share a mutual connection. It's not like spark bonding but they somehow feel a bit closer, as if they better understand one another.

After a moment Soundwave shifts over to his side and lays there with Arcee still in his arms. Arcee keeps her arms wrapped around him as she lays her helm on his chest, one question constantly going through her processor. What will her teammates say if they found out she fragged a Decepticon? She'll just have to deal with that later, right now she just wants to live in the moment.


"He's not responding sir." One of the Vehicons tells Megatron after trying numerous times to contact Soundwave.

"Stop trying, he's busy." Megatron tells him. He knows that there is only one reason why Soundwave would ignore any calls or refuse to do his duty. He gave Soundwave the option to leave Arcee or stay with her and try to calm her down, after glancing behind him while walking away from the brig and not seeing Soundwave following him he assumed that he decided to stay. And the fact that he's not responding to any calls and hasn't come to the bridge yet proves that he's "calming" Arcee down, so it's best they leave him alone for a bit, "You'll just have to open up the groundbridge."

The Vehicon nodded in understanding and they opened up a groundbridge for Knockout and Breakdown. The pair walked through and Megatron sneered at the lack of a certain head, "About time, we've been waiting for ages." Knockout stated in his usual dramatic way.

"Soundwave was unreachable so the Vehicons had to open up the groundbridge. Why do I not see Bulkhead's head in your servos?" Megatron's voice was mixed with disappointment and frustration as he spoke and the tone made the two mechs flinch.

"Sorry, my lord, his human pet got in the way and she caused the data to shoot out of his head and into the sky." Knockout explains as he tries to put as much distance as he can between him and Megatron.

"You were outdone by a human!? Why did you not kill it!?"

"We were going to my liege, but the Autobots interfered." Breakdown spoke.

"You two imbeciles have failed me again! You better come up with a way to prove your usefulness or I'm gonna get rid of the both of you!"

"Yes, my liege!" They both said in sync before they scampered off.

Megatron growled as he watched them leave, he's not only upset because they failed but because he had already told Arcee that her teammate was dead. Though it's not like he never lies, he's always being deceiving, it's the trait of a Decepticon. But if Arcee finds out that her teammates, yes both because Megatron is sure the Autobots figured out a way to save the scout, if she finds out her teammates are still alive he'll lose his advantage over her. Of course, he's still going through with the encoding thing, but it doesn't hurt to knock her down a few notches first. Make her understand that she will not have any tactical advantage over them.

Though if the data was in the mech's processor long enough he could still be a goner. But if not then he needs to make sure the femme never finds out.