Author's Notes: Happy weekend to all. This chapter came out a bit shorter then normal, though I decided to let that slide and not scene jump, considering the chapter's contents. I can't believe we are almost to the end, and this time I mean it… Perhaps two chapters remain after this one if my calculations are correct, and I must take every moment to express my love and appreciation for you all for sticking with me. Your words of encouragement have been awesome. Knowing you can share your passion with others is one of the best things about writing. Lots of hearts and love to you all! Comment, favorite, and as always, please enjoy!


Location: Pits of Kaon

Soundwave

Soundwave stumbled forward. He managed to catch Laserbeak before he smashed into the still smoldering ground where Tarn tossed him.

Laserbeak's pain overwhelmed him. Their connection was on fire. Soundwave pushed down his panic. His building rage. He forced out everything that wasn't useful in quelling the bleeding of Laserbeak's gaping wounds where his wings once graced his frame. His mind blanked. He was going away as Laserbeak mewed in pain.

'Hold on.' He had to reach deep to find that reassurance to share. 'I'll fix you. Hold on.' Laserbeak was hyper focused on him. Optics refusing to glance away. Soundwave convinced them both that was a good thing. He was still alert. Laserbeak had to fight his systems going into shock. He had to remain alert to stay alive.

'Soundwave, Laserbeak?' Rhea's voice touched them from across the void of panic. She heard Laserbeak's cries, Soundwave's hurried assurance.

'Rhea?' Laserbeak croaked as her voice appeared. He squirmed in Soundwave's servos with a burst of adrenalin infused alarm. The motion made it, so he was able to see the broken hydraulics move up and down, trying to compel wings no longer there to propel him. 'Where is…? She can't breathe! Master, if Rhea is here, she can't breathe Cybertron's air! Rhea!'

Now he felt Rhea's anxiety added onto his and Laserbeak's own. Even blind to the situation she knew something was very wrong.

'What's going on, what's he talking about?' she demanded.

'He's hurt.' Soundwave explained. He didn't have to force his voice to be monotone, emotionless. He was shutting down, closing himself off from feeling this storm. Laserbeak had already forgotten Rhea wasn't here. He was no longer thinking clearly. He was slipping from reality. 'He'll be ok.' He said again. Was he convincing enough to calm his Minicon and human?

His fingers slipped, pinching off the main bleeding arteries. This was fine. Nothing he couldn't fix. He had lost track how many times he assured Laserbeak everything was going to be fine.

Movement crashed into their shared reality. Was it more danger to Laserbeak? Soundwave lashed out with a free data cable. The other was busy electro soldering the bleeding closed.

His attack did damage, but the bot in question remained by him, not attacking either of them. A familiar yet recently changed chassis. Megatron.

Megatron's face plate bled from Soundwave's own strike. His solemn expression brought some reality spilling into Soundwave's panicked world. Instead of attacking Tarn, Megatron had collected the Minicon's wings. Soundwave gazed at the offered appendages. His processer slow to understand why they were not attached to his flight loving Minicon.

"Groundbridge to the med bay." Megatron reminded him. It was the obvious solution Soundwave had been to far gone to consider before.

Panic made him struggle to recall how to materialize the space bending bridge. But he didn't have to remember the exact formulas. Thousands of centuries worth of muscle memory came to his and Laserbeak's aid.

A green swirling vortex ripped open behind him.

Somewhere in the world around them, he heard Tarn snarl. "Weak! Not a Decepticon!"

Megatron vanished from his side as suddenly as he appeared. Soundwave looked up from Laserbeak for the first time. Megatron had tackled Tarn, holding him back from his continued assault. It was his signal from the universe to thaw.

'Prepare sick bay!' He shouted into his awaiting team's coms. The Renegade's medic came through the portal as Megatron held back the monster.

'Rhea, I… I need to finish this. Please watch over Laserbeak.'

'I will. I promise you.' Rhea assured despite her still racing heart in his auditories.

Laserbeak jarred in his grasp. He fought through the fog of pain to fix a pleading gaze on Soundwave.

'No, no! Master, don't make me go!' Laserbeak thrashed pitifully. Soundwave ignored the guilt, the overwhelming feeling to just cradle Laserbeak and collapse. He held out his Minicon and his wings for the doctor to take. Something sharp dug into his servos. Laserbeak held onto him with both his data cables. Pleading cries accompanied each gentle but firm tug the medic gave to dislodge him. Soundwave assisted her, pulling himself free from Laserbeak. With shaking servos he surrendered his body and broken wings to her. 'You will be ok.' He promised Laserbeak. 'Rhea is waiting for you. I will see you when this is over.'

The medic raced Laserbeak towards the portal, barking orders to her awaiting team. 'Master… Master!' Laserbeak pleaded, data cables reaching out hopelessly for him. Laserbeak and the medic vanished into the swirl of color, and Soundwave fought the urge to follow them.

Soundwave collapsed the Groundbridge behind them. He was frozen. Megatron struggle somewhere behind him. What remained of his team fought the near indestructible bot at his back. Laserbeak continued to cry out in their shared mind, calling his name and begging to be with him. But Rhea was there with Laserbeak, gently shushing him. Comforting him the same way she brought peace to Soundwave.

He allowed himself the briefest moment to break down. He released a desperate gasping intake. He let the fear and grief overwhelm him. It lasted no more than a nanoklik before he shoved it back down and sealed it tight somewhere in the darkest corners of his mind.

Then he cut off his and Laserbeak's connection. It plunged his mind into a dark silence he had not experienced for near the entirety of his life. Not since he first emerged, gasping from the Well, staring up at the primordial heavens, had he been so alone.

All he had left was the boiling, murderous rage. That was enough to drown his emotions. It let him bury his worry for his last Minicon.

Tarn wanted to see a Decepticon? He could arrange that.

A force stronger than a black hole's gravity pulled him forward. With careful calculated coldness, he took in the battlefield as he approached. Thunderblast was firing from a distance. She tried to stand her ground to shield Clobber and Demolisher from Tarn's focus. The two weaker bots unable to fight seemed to be his next intended victims. Starscream and Jetfire could only shoot from the air, unable to get closer. Megatron was failing to keep Tarn down, only because he was holding back for some still unknown reason Soundwave no longer cared to indulge.

Tarn's new appearance was more than melted plating and an unveiled face. Pieces of what looked to be Helex, his former second in command, was melded onto his form. It explained how Tarn survived the blast. He used his last remaining loyal follower as a shield. The fusion cannon's heat melted them together into a horrific amalgamation of impending death.

Seeing Soundwave stopped Tarn's stalk towards Clobber and Demolisher. He wasn't afraid. He was smiling through his scars. "Come to join your little birdy?" he hissed.

In Soundwave's peripheral vision, he made out Megatron. His former master was looking at him, and not on the target as he should have been. Did he detect worry? Perhaps it was due to the murder Soundwave wore plain on his face plates. And he knew it was there, because he felt it radiating through him, moving his broken body forward to kill. It was far from characteristic. Especially around Megatron, he had always kept his emotions in check. In any other situation, he would have cared.

He transformed both servos and blasted into Tarn. Even in death, Helex protected his leader. Large portions of Helex's plating melted in place shielded Tarn from Soundwave's weaker guns. He didn't care to stop until he heard the click of empty blasters. He shifted his guns away and brandished blades he seldom used. Then he charged.

Tarn struck, catching Soundwave's left side. He shut out the internal alarms the hit brought about and swiped both blades across Tarn's face. The brute stumbled but did not fall. How was Tarn still standing?! Logic be damned. He would keep up the assault until Tarn went down.

Tarn was ready to exchange blows if he got closer. He didn't care about what damage awaited him. He went in for another strike.

A bulky silver servo presented in Soundwave's way. Megatron. "Soundwave, wait!" he protested. He reached out for him, and Soundwave dodged his attempts to stop him. He stabbed down. He used his falling momentum to assure he would land a devastating stab through Tarn's chest.

Something knocked him off course. It threw him into the ground before the auditory splitting snarl rumbled over them. His Spark jolted with pain from the sound, but the unexpected distance saved him. Soundwave recovered enough to spin around. What scanners still worked registered the distortion in the air from Tarn's voice, where he had just been.

Tarn's voice had recovered its deadly pitch, though seemed to still have a limited range. He had lost the chance to get a close up kill strike, and his blasters were still charging.

Soundwave snapped around to glare at the bot who tackled him. They had saved him, but they also stopped him from ripping Tarn's Spark out.

Scheming red optics glared right back at him. "Did the great Soundwave seriously just try such an idiotic move?" Starscream snarled in a tone of mock astonishment. He helped himself up from the ground and did not offer a similar courtesy to Soundwave. He growled as he took in the new scuffs that adorned his finish due to the tumble. "If you are that willing to throw your life away for petty vengeance, you might as well hand over the Decepticons to me right now. Clearly you can't think straight."

Soundwave ignored his griping and turned back to the fight. He didn't have time for this. Those across the arena unable to fight remained Tarn's goal. Megatron and Jetfire were having a hard time pulling his focus away from them. Tarn unloaded every blaster and missile he had left. He screamed out, using his deadly voice to protect himself from anyone getting too close.

"We can have what we once did!" Tarn exclaimed as he charged for Megatron again. "It was your vision I wanted to see come to light! Your future! The weak would crumble and the strong would inherit the universe! I will still see this done!"

Tarn hurled a considerable piece of debris at Megatron. He managed to dodge at the expense of one of his protruding shoulder spikes. "You are following a mad fool's vision, Tarn! The bot you worshiped is long dead." Megatron's words didn't reach him.

"Tarn's lost the plot." Starscream huffed. "If you have any brilliant plans that don't involve throwing yourself at him, I'm all auditories."

Soundwave felt the broken pistons in his peds hiss in protest as he forced himself upright. "His helm needs to come off or his Spark needs to come out. That is the only way to take him down for good." Soundwave said coldly.

"Very observant." Starscream vented. "Though that will be a rather challenging venture. We can no longer get close to him without his voice blowing up our Sparks."

Soundwave tried to remain up, but he fell with a grunt. Even his anger could only carry him so far it would seem...

He allotted himself a moment to recover. During his pause he turned away from Tarn. Instead, his focus landed on the pompous bot at his left. Starscream was observing the fight from their safe vantage point. His red gaze worked hard to unravel the challenge before them. How had Starscream of all bots managed to keep his cool while Soundwave could not?

"Why are you even still here?" Soundwave asked finally. Starscream twitched an optic ridge up in response. "This is Tarn. If he escapes this alive, nowhere in the universe would be safe for you."

Starscream scoffed. "That's the POINT. Megatron has gone soft, and you have lost your processor. Tarn is the largest threat to our collective existence. More importantly, he is the largest threat to my existence. He needs to die here, or I would have to worry about him later. plus, I have a sinking feeling I will be the only level helmed Decepticon left to take care of our cause after this is over."

Soundwave tried to read the sincerity between the twisted truth he was presented. It was a prime example of classic Starscream deflection. But past his words, there was honor in his actions. Starscream was here, standing in the way of Tarn from tearing what remained of their cause apart.

In the strange calm that came during his and Starscream's shared moment during the battle, a glimpse of clarity cut through Soundwave's fog of rage. "Things won't be the same after this is over." Soundwave observed.

Starscream rolled his optics at him. "Clearly. But then we adapt. Some won't, but at least I will suffer it. That's what I DO." He groaned again; lip plates pursed in a semi-permanent frowned. "For example: The closest thing to friends I had are now sniveling Autobots. My 'one' true Leader turned into a sad old fool. And now, the supposedly smartest bot amongst us," he glared at Soundwave, "Has become a human loving, mercy giving, easily distracted idiot. I am the only one who can be relied on to keep our little band of losers together in a somewhat constructive fashion." With a dramatic huff he summoned his blasters and fired lazily at Tarn.

"You're right." Soundwave offered.

That brought Starscream out of his bitter musing and he paused his attack. He questioned the statement with a skeptical scowl. "Circumstances have changed beyond our control."

"Obviously." Starscream grumbled.

"I never did understand why Megatron kept you around." Soundwave admitted. As he suspected, Starscream turned to glare daggers at him again. "You are clever. That is why." He elaborated. "I don't intend to challenge his trust in you, no matter how misguided it may seem on first, second, or tenth glance. Whatever form the Decepticons take after this is over, I hope you will still be among us."

"Primus, you are getting sentimental." Starscream grumbled. "I need to keep my distance from those human larva… They must have this effect on bots after prolonged exposure." He readjusted his aim at Tarn, his scowl somehow deepening. He stole a glance back at Soundwave to see if he was still observing him. He was. Starscream rolled his optics again, now flustered. "So, what do we do?! We don't have numbers on our side. Jetfire and I can continue to fire at the monster until Cybertron rusts, but that will do little good if he won't go down. He's wearing his old Second in Command's heavily plated body like it's the latest word in battlefield fashion."

Soundwave surveyed what remained of the arena. Tarn stumbled from one ped to the other. The fusion cannon's blast had done more damage to him then he first thought… He may have been harder to hit, but he had lost his speed. His guns were slower to charge. Most importantly, he could only unleash his deadly voice at point blank range. They could work with these parameters.

"I need to get behind him. His and Helex's combined armor doesn't cover his neck. You and Jetfire keep him facing away."

"Make it quick! The faster we can end this, the sooner we can switch gears and wipe that Scraplet Arachnid from the surface of this world." Starscream said just before he took to the sky.

Fighting against his pained joints Soundwave rushed back into the battle. Megatron was backing away as Tarn drug his melted peds forward, trying to stay out of range of his voice.

"What did you want, Megatron, redemption?" Tarn hissed, voice shaking those closest to him. "Redemption from what, the righteous side?! You strayed from your own path, tainted it with your weakness!" He couldn't catch Megatron with his limited movement. He ripped the melted barrel of his own gun from his servo and hurled it like a spear. Even injured, his aim was spectacularly accurate. Megatron blocked the projectile, but the sharp end still stuck into his shoulder joint. "Tarn…" Megatron tried to say.

Tarn stepped on his words. "I will restore our cause my Lord! I will make sure all remember you as you were. Ruthless, bold, and not with this lingering regret that plagues you now."

Soundwave forced himself past Megatron. Tarn would regret disregarding Soundwave's presence in this fight. He slashed low, sidestepping Tarn's vocal range. His Spark's erratic pulse rate was evidence he cut it too close. His strike brought Tarn to one knee. Finally!

Soundwave circled, readying his blade to drive into the back of Tarn's neck.

Tarn fell backwards, helm turning to Soundwave's approach. Voice box rumbling, ready to attack. He didn't retreat. He could kill him before he unleashed another vocal attack…

A massive force bashed him away from his intended path. Yet more interference! Soundwave shoved the offending bot away from him with a snarl. He froze the moment he saw who it was. Megatron stood in his way for vengeance. His former lord was looking at him strangely again. What was that look? Worry, or pity? Whatever it was, Megatron didn't wear the expression well.

He reached a careful hand intended for Soundwave's shoulder. This time, Soundwave had no patience for it. He slapped Megatron's offering servos away. "Don't get in my way again! If you do not intend to kill Tarn, I will!"

Again, with that look! Megatron had a point to make apparently. Megatron's illogical reasoning and Soundwave's own anger went up in smoke when the crash shook the arena.

Jetfire's jet form smashed into the ground with a pained grunt. Tarn snatched another pillar from his small radius and hurled it at the final Seeker. The projectile caught Starscream's rear stabilizing wing.

Like Jetfire before him, Starscream crashed to the ground. The only difference between the two was where they landed. Jetfire had crashed into the rubble of the stands. Starscream had to avoid hitting Tarn, crashing into the killer's immediate radius.

With a groan, Starscream came out of his transformation, smoke still emanating from his injury. He didn't have time to intake a gasp when he saw Tarn looming over him. Tarn stopped his escape attempt with one hand grasped around Starscream's throat.

Soundwave started forward again, having no idea if he could get behind Tarn in time. Starscream wriggled in Tarn's grasp, clawing at his melted servos. Tarn didn't flinch. "The first traitor of our cause." Tarn hissed, his tone not deadly, but enough to cause his captive to writhe in pain as he spoke. "You would betray our lord, after Megatron blessed you as his Second in Command. Such a sniveling excuse for a Decepticon, you have escaped death for the last time." He reared back, Starscream shielding himself uselessly before the impending onslaught.

A transformation, and a blur rushed by Soundwave's helm. Megatron smashed Starscream out of Tarn's grasp just as he unleashed his deadly voice.

Soundwave stumbled to a stop, shocked like Starscream. Even Tarn was wide opticed, having unleashed his full vocal blast into Megatron instead.

Megatron's chassis trembled. Energon poured from clenched mouth plates, optics, and auditories. In spite of the attack, he snatched Tarn by both servos, locking them together. "Damus." Megatron hissed. Tarn flinched at the sound of the name. His real name. Before he was the face of fear. The terror of the Decepticons. Just hearing the name stalled him in place, seeming to do more damage than everything he had withstood so far. His attacking voice trembled. Even at his fatal pitch, it failed to take Megatron down. "You, are the true disgrace to the Decepticon cause… You want me to command you so badly? Fine! As your so-called true ruler, I denounce you from our ranks!" Tarn shook his helm, hearing the words guaranteed to hurt most. Denial was all he could express as he remained locked together with his former Lord.

He tried to wrench himself free, but Megatron locked him in place. Megatron's knee joints buckled, and he coughed on Energon. "Soundwave… Help!"

It jolted Soundwave deep. He had never heard such a thing come from Megatron's voice box. His blades came out. He hurled himself at Tarn, the unarmored portion of neck his focus. He slashed one final time, finally severing Tarn's helm from his chassis. The devastating reverberation of his attack ceased the moment Soundwave's blades exited the opposite sides of his neck cables.

Tarn's servos slipped from Megatron's grasp. Tarn stood in silence before the ex-Gladiator as his helm hit the ground. Tarn's helmless chassis fell backwards, disturbing a plume of dust. Then Megatron fell right beside him.

Soundwave retracted his blades. He huffed heavy intakes to cool his overheated wiring as his mind fought to catch up. He was trembling. The silence that encompassed the battlefield disoriented him far more than the previous chaos.

Starscream was still on the ground. He was planted on his backside and all fours as he took in the scene with wide, unblinking optics. He struggled to shake his brush with death, and the means of how he was saved.

Megatron gasped from the ground. Soundwave forgot everything else. He hurried to Megatron's side, kneeling in the growing pool of Energon to get a hold of him. He pulled Megatron somewhat upward to keep him from further choking on his own Energon.

Megatron was struggling. Soundwave had fought enough battles in the Pits and in the war to recognize the betraying sound of whirring and fried systems. Struggling cooling intakes rattled the larger frame in his grasp.

Soundwave pressed a shaking digit to his auditory and forced his voice box to work. "W-we need medical, now. Emergency Groundbridge to my location!"

Vaguely, Soundwave was aware of movement around him. Starscream was on his knee joints, staring mouth plates agape and useless. Jetfire's color scheme limped into frame. Thunderblast was asking something in a panicked tone. Soundwave ignored them all. He took inventory, trying to decide what needed the most attention. There was an alarming amount of hemorrhaging from under Megatron's chest plate… That wasn't good. He applied pressure under his armor, trying to quell the bleeding while they waited for help.

Despite his gasping intakes, Megatron coughed up a few chuckles. "That, wasn't my more brilliant ideas." He admitted.

"It was devoid of any rational thought." Soundwave informed him coldly, applying more pressure to another bleeding connection. Both servos and data cables were now busy with the task, and it still wasn't enough limbs. "Then again, I wasn't much better… He almost caught me in a blast too. But you can take it."

Soundwave did not like the look Megatron fixed on him at all. He didn't have to deny Soundwave's assurance with words.

"You, saved me?"

Soundwave only looked up because Megatron forced himself to do so first. Starscream was the speaker. He had since crawled to be closer to them, though remained out of servos reach. Jetfire stood behind Starscream, observing in silence while he cradled his broken servo.

Megatron took in Starscream, then attempted a shrug. "I think, I owed you the courtesy." His optics flickered as he gasped again.

"Stop talking." Soundwave snapped. "If you insist on being noble, do so when the effort won't kill you."

Mercifully, the sound of a Groundbridge burst open behind them. Soundwave didn't glance away from Megatron.

A red paint job graced Soundwave's peripheral. "You all did it! Tarn's helm will look good mounted to the bow of the ship… Megatron? What's he doing here?"

"Damnit Knock Out! He needs help!" Starscream shouted.

After a few moments of confused stammering, Knock Out knelt down beside them. Soundwave didn't let up his applied pressure, but he did try to remain out of the doctor's way. He willed himself to be still as stone as he held Megatron, Knock Out scanning over his frame. He watched as the normally nonchalant bot's expression turned worried. He got to work regardless.

"This is… bad. Multi system failure. A tramatic Spark Chamber breech. He's hemorrhaging Energon plasma. What in Primus's name happened?" Knock Out demanded as his servos flew over his previous leader. He was a blur of injections and clamps and more scans that beeped with rising intensity.

"He jumped in the way of Tarn's voice attack." Thunderblast managed to whisper. Her tone was enough to bring Soundwave's focus away from Megatron for a moment. He regretted that choice. Thunderblast stood frozen, her faceplate a mask of grief. Demolisher had managed to help Clobber all but crawl to Thunderblast's side. He was silent, unable to do much else but stair solemn. Clobber was the most vocal of the three. She wept despite her damaged optic.

Soundwave turned away from his crew fast. Instead, he found Knock Out, now obviously struggling with his task. "Can't move him to medical until he's stable…" he mumbled to himself.

"Then make him stable!" Starscream shouted. He looked ready to shove Knock Out to emphasize the point. Jetfire placed his non injured hand on Starscream's shoulder. A firm insistence to remain out of Knock Out's way. Starscream's wings drooped, but he didn't speak out again.

Megatron began to chuckle. All optics found him. "Why so sad, Starscream? Isn't this what you always wanted?" He winced. He failed to blink the Energon from his optics. Knock Out was on his own com, requesting back up from the medical staff. Megatron was still trying to look at Starscream. "I recall a time, at the beginning of the war. You would fight me on every decision. It wasn't for power back then… It was for your Seekers, your people…" Soundwave looked up at Starscream. The Seeker air commander was a mess of conflicting emotions. He wasn't sure if Starscream was going to cry like Clobber, lash out again or transform and flee into the sky. He did none of the above, instead staying on his knees, staring at Megatron. "You didn't fear me back then." Megatron added with an Energon stained smile. "I couldn't stand your defiance, how I needed your people's support to strengthen my cause. I did everything in my power to beat that strength out of you. If I ever fell, I wanted you, my predecessor to be like me. Ruthless and unmoving in the face of weakness. That bot from the past, he isn't gone. I see him now. I warped you, but I didn't break you, did I?"

Silence stretched on between them. Finally, Starscream realized he was meant to say something in response to the trip down memory lane. He didn't summon any words. Maybe he couldn't. He could only shake his helm. "Bring that part of you back that you locked away… Cybertron needs him."

Knock Out's scanners screamed. The Spark pulse monitor blared warnings and waning readings. The only one who appeared unfazed by it was Megatron himself. With an enormous amount of effort, he lulled his helm back over to look at Soundwave.

Soundwave flinched when they locked optics. "I'm sorry. I let you do it."

"Let me do what?" Soundwave forced himself to say.

Megatron grimaced. "Become like me. The way you looked at Tarn, after everything he had done to you. I recognized the look you wore. The want for vengeance to quell the injustice you felt in your Spark. It was how I fell. I wanted to save you from following in my ped steps… but I couldn't bring about the strength to kill him alone. I wasn't quick enough." Soundwave felt Megatron grasp his servos with a sudden desperation. "Don't let his death, be the gateway for you to go down my same path. There will never be enough to quench the thirst for vengeance. Only more death, only more hate… Don't… Primus, I do sound like the Prime, don't I? When did that happen?"

"It ends with him." Soundwave promised. "I don't feel better. I want Ravage back. I want our world to be whole. I want you here to see it."

"I'm sorry." Megatron said again. His intakes were no longer strained. In fact, he looked peaceful, pain ebbing away. Despite his calm, Knock Out was panicked. Soundwave thought he heard more doctors arrive. They were throwing urgent words and shouts back and forth. Only a few Soundwave caught the meaning of. Fading Spark pulse. Critical systems error.

The shadow of the Renegade eclipsed them as it came to land. He remained focused on Megatron in his servos. He risked a bit, moving to brush the Energon from Megatron's optics and mouth plates.

The shadow of Soundwave's ship made Megatron's smile fade. He glanced around them, confusion overshadowing his optics. "The Pits of Kaon. I remember this place." He whispered with equal amounts of nostalgia and disgust. Soundwave followed his example and glanced their surroundings. Why was Megatron suddenly thinking of the Pits? He looked upward, seeing his ship hovering over them, casting a shadow. Then he understood. It gave the illusion the Pits of Kaon were again buried far below the ground, hidden away from the light of the world. It was the darkness that surrounded each Gladiator and spectator, like they were dying for the enjoyment of the few once more. Where Megatronus died and Megatron was forged.

"The Pits are no more, Megatron." Soundwave tried to assure him.

"Good." Megatron snickered. "We found a kinship in this place, you and I. When we came together in this arena, we thought we could change the world."

"You did change the world." Soundwave insisted. He looked to the others standing by, urging Megatron with a gentle shake to do the same. Megatron blinked, fighting hard to bring Clobber and the others into focus. "You save them. And not only them. You tore down the old world, you emancipated millions. You saved so many lives."

"I could have saved more…" Megatron croaked. "I could have… It doesn't matter anymore."

The light of his optics ebbed slow. His grip on Soundwave weakened. Soundwave could only hold him tighter, determined to be the tether that clung Megatron to life. He saw he was failing this final task. "It's not too late. You have another chance. It can change. You can always, the sun can rise, like before…"

The Renegade landed close by. As the ship moved, the motion chased the shadows from around them. The sun's warmth was on Soundwave's back, and he saw Megatron's dimming optics focus skyward. One of his optic ridges rose weakly. He managed a relieved smirk. "You came back for me… You could never help but be a, strait-laced, good doer, could you?" He reached upward, as if to take someone's offering hand. "You always, kept your promises, though, didn't you? Thank you, Optimus."

His servo fell back down. Soundwave felt the chassis go limp in his arms. He focused on Megatron's scarred face plates. In that familiar expression rested the lines and scuffs caused by an eternity of battle and stress. But now he wore a contented smile, the last evidence of his inner peace. But he was gone now, the chassis his Spark left behind feeling light in Soundwave's grasp. The doctors were no longer swarming him. There was no more reason to linger.

Soundwave was scared. He didn't want to face his own thoughts. His roiling grief threatened to snuff out his own Spark. Would that be so bad? He could go off to find Megatron and his other Minicons. But that would leave Laserbeak and Rhea behind, at a time they both needed him most. To avoid this, he let the world in to distract him.

He looked up from Megatron's shell. He took in the grim expression of Knock Out and the other doctors, all weary and defeated. Thunderblast knelt to lean against Clobber, who quietly wept to herself.

Starscream's claws hit the dirt as he crumbled before Megatron's chassis. His expression was a mask of grief and guilt. It fought against some inner conflict that seemed to threaten to devour him from within. "He's come back before! He's been through far worse! Lord… Megatron! Why, did you save me? You hate me! Megatron!" His helm fell onto Megatron's chest plates. In most other scenarios, Soundwave would not have bought the outburst's sincerity before. But he felt the grief in Starscream's words. The anger behind his accusation of hate.

Soundwave could hide his own feelings behind those grieving around him. He could deal with his own pain later. Shove it down. Confront it another time.

He stood, hoisting Megatron's remains up as well despite his joints screaming in agony. The physical pain helped distract from the chaos within.

Starscream continued to cling to Megatron. He failed to let go even when Jetfire tried to gently encourage him to walk away.

Soundwave turned to the crew of doctors, forcing his expression to remain blank. Knock Out seemed to be the only few to understand. He motioned for their help to take Megatron's body.

Soundwave surrendered Megatron's chassis, though was too far gone to see who he surrendered it to. Starscream remained clung to Megatron, stumbling after them through the Groundbridge. He didn't watch them go. The chassis they carried away was just a shell now. The true Megatron was already gone to some place far better than where he stood.

Knock Out wordlessly checked on Clobber and Demolisher, the next two most injured party members. Clobber was to upset to report what on her hurt. Soon enough they were finally carried back through the Groundbridge to the Renegade with Thunderblast's help.

The silence of what was left of the Pits of Kaon was haunting. The Groundbridge whirred behind him, summoning him back to a place less terrifying then here. This place was tainted. This was where his oldest friend spent his last Energon soaked moments in his servos. His crew, Laserbeak, and Rhea would be through that portal. He could fall into recharge and maybe never wake up.

"Soundwave?"

He turned to face his addresser. It was Jetfire of all bots. He lingered still despite Starscream no longer being present.

Soundwave felt, untethered. An empty void where his boiling rage for Tarn once occupied. "If you intend to continue assisting. Assure Thunderblast and the rest of my crew get medical attention. None are in any condition to fight on." Soundwave said.

Jetfire simply nodded. "But what will you do?"

"I, must see this done." Soundwave explained. Cold and detached. His voice matched his mood. His very Spark pulsed frigid. "I will assist the Autobots and terminate Arachnid. She's the one behind this whole mess."

"You're in no position to keep fighting." Jetfire pointed out.

Soundwave gazed over the rim of the arena. The distant sun touched horizon where Megatron gazed before taking his last intake. Beyond that horizon was one last fight. "I have one more trick to use against Arachnid." Soundwave said. "After that, I will be all out of ideas."