"Shockwave, report on Project Predacon," Megatron insisted.

"The Predacon CNA extraction is coming along nicely, my Lord. Estimated completion to be in two weeks."

"Excellent. We will soon show the Autobots a new breed of Decepticon might. They won't know what hit them."

The scientist bowed and turned to leave. He always did his job well so he expected common praise for his efforts. It wasn't logical to give anything less than his best. He knew he was a star example of devotion and loyalty, something even Starscream could take a few notes from and Soundwave respected. He was perfection, he was the best, he was...

"DEAD! That's what he will be when I get my servos on him! Dead!"

The voice had to be talking to a Vehicon escort and was loud enough to carry through layers of thick metal to which everyone on deck turned to look in the direction of it. The door to the main deck snapped open and Shockwave stared as a scarred Vehicon pushed another out of the way and stomped past the scientist towards Megatron, nearly hitting his shoulder like he was nothing but a waste of space in the way. This Vehicon had some nerve displaying unorthodox behavior and a lack of discipline, but it became clear just who it was as Megatron didn't do anything to reprimand said Vehicon when he normally would have.

"I have had it with that low class, idiotic Seeker you call your second-in-command!" The Vehicon yelled, even having the audacity to point at Megatron before gesturing with prominent claws. "If he gets in my way one more time, I'll bring his wings back in pieces and his head mounted in my trophy room!"

If this was any other Vehicon, Megatron would have shot them right there and then, but Shockwave recognized the outspoken as one of the Old Three. It was none other than the cruelest, most aggressive Vehicon in the whole army, The Matriarch.

There were stories even Shockwave knew and was rightfully cautious of. The Matriarch was a warmonger, not unlike Megatron himself, and had quite a reputation as being the Vehicon most officers cowered under when training with her. Her methods of teaching combat were both gruesome but some of the most effective tactics to date. She trained Cyclonus, Tarn, and Blackout into the cold-blooded war machines they were in her prime. Training Vehicons, unfortunately, was harder as she was only allowed to teach certain tactics as they were more fragile to hits than natural-born Cybertronians were therefore unable to keep with the more advanced and battle-worthy strategies.

As she ranted to Megatron, Shockwave watched with unbridled interest. The Matriarch was said to never fear any mech or beast, said to be immovable and her bitterness born and bred through the war to make her as such. To what extent was that true, Shockwave wanted to know but versing The Matriarch head on was a different type of war he could assume was like stepping into a field of land mines.

Her name was granted to her by her own troops. Although Megatron was the absolute leader, she became something of her own leadership and the Vehicons all named her The Matriarch as she was idolized as the equivalent of a queen...though she hardly cared much about them in return. She knew her job and she did it with an iron fist. Funny as Vehicons weren't supposed to have nicknames yet Megatron accepted The Matriarch's like it was nothing. Granted, she earned her title and respect enough to keep it.

"I'm warning you, keep your Seeker pet under control...or there will be one less screeching imbecile on this ship," she hissed.

Megatron held up a servo, "With all due respect, Starscream is a valuable asset and even though he had his rough spots, he means no harm."

"Tell that to my troops or the Insecticons. I run a tight ring in the field, do I not? I can't do my job if someone is crawling down my back every other minute! I understand your commands but I train and manage the troops, Starscream merely orders them around. Whose opinion on the battlefield is worth more, do you suppose, sir?"

The warlord glanced to the side and shook his helm, "Starscream's brashness will never cease, but you are correct. I'll allow you to take over as leading commander. Do try to at least keep your anger under check. I will not tolerate infighting at this time."

"Keep Starscream away from my active troops and your word is absolute."

"Done. And do remember, I only tolerate your uncivil behavior because you have been loyal to me since the beginning and have yielded some great results when our soldiers are commanded by you. Do not take for granted my leniency by overstepping your boundaries," Megatron warned.

The Matriarch didn't reply, merely turning away and brushing past her Vehicon troops as a few followed her. The entire time, Shockwave stood on the side, watching like a hawk at the encounter unfold. He had some degree of anger building inside from her violent, disrespectful nature. However, nobody seemed to do anything about it which irked him more.

Then she paused when she caught him staring and puffed out her chest in a threatening manner, "You have a problem with my complaint on your fellow officer?"

Shockwave calculated his approach. "No, Starscream is not of my concern."

The Matriarch seemed to study him right back as if she knew what he was doing before laughing, "I dealt with bots like him back on Cybertron and shaped most of them into proud, intelligent warriors for the Decepticon cause. My job may not look as important to the likes of you or the other idiot officers, but it still beats being an imbecile myself."

"Never said you were," he stated. "Your...outspoken behavior is not logical to me though."

The Vehicon huffed, "Oh, I see. You're upset because I threw a temper tantrum in the presence of Lord Megatron. Well, maybe I am a little high-strung. But if you don't like it, all you have to do is...go mind your own damn business, lab rat!"

Shockwave was soured by the quick change in tone and his helm fins raised alert. He was left without any comeback to give immediately as she walked off. He glanced at Soundwave who merely stared at her as she left and Megatron who approached him with a smirk.

"I see you've met our esteemed Vehicon commander. Don't take her attitude lightly. She can be quite a handful and has had her share of bodies under her to prove this. We keep our distance as she provides us well-trained troops in return."

"Why has no one ever corrected her behavior? And I thought Vehicons only came with mech programming?"

Megatron sighed, "Matriarch and a few others were converted into femme frames to test a theory whether it was possible to alter clones physically. As for her behavior, years of training my Decepticon followers and countless battles she fought beside them, each giving her the scars you saw, ended up making her grow blood-thirsty and insane. Believe me, I've tried to put her back in her place."

Shockwave grew slightly concerned. "What happened?"

"Heh heh, I sent Mixmaster and Sideways to take over her temporary command on the late Decepticon cruiser, Maelstrom, and to take her down a notch. It was safe to say, she didn't take it well. Mixmaster and Sideways never came back and a false report that they were 'killed by Autobots' was made a few weeks later for a battle that never existed. You can do the math there. When I alerted her that I knew later on, the next thing I know their parts are delivered to me, severed and all. She likes her trophies, but I admit I was impressed so I let her stay as she was."

"You keep her around because you know she is completely loyal to the Decepticon cause despite her cruel demeanor, and she performs admirably as a commander," the scientist nodded.

"Exactly."

Out of a morbid curiosity, Shockwave immediately made a move to leave and go after her to see her training in action, but Megatron seemed to have read his mind when he suddenly warned him.

"Shockwave, I suggest you do not seek her out. Make no mistake, she's not like the other troops. Don't make yourself a target of her ire. I don't want my top scientist disabled...or dead."

As much as he would normally obey such an order without fail, there was a longing to ignore it just once. Plus, he technically already was disabled but that never stopped him from going into combat. Whether that little voice in his head was trying to get him hurt, he couldn't say, but he had to know. Another day to investigate then.

"Yes, Lord Megatron."


The days since he saw The Matriarch were not kind to him as his curiosity was still pending. As a scientist, he wanted to study just why this Vehicon was so different from the others, chose her own path and stuck with it. But as Megatron had pointed out, it wasn't wise to dwell on unimportant things like that over his duty of manning Project Predacon.

Predaking was eager to hunt Autobots and fossils of its lost brethren, and Shockwave was eager to watch his creations destroy the remaining Autobot forces as well as humanity. The time was going fast enough.

Shockwave heard the cries of Predaking on the exterior hull deck as he made his way up to check on his beast. Predaking sounded excited so he assumed his creation was longing to be greeted by himself. He heard fire blasts emitting from the beast, noting the power just by sound alone. When he got there, he froze.

Predaking didn't pay him any mind. Instead, the beast was solely focused on a Vehicon pointing at a large target board with scorch marks present. The Predacon seemed to obey whatever was asked of it and it shot out fireballs instead of a stream of flame like normal. Each fireball hit the board with almost pinpoint accuracy to the drawn target. Shockwave would have been impressed had he not been so focused on the Vehicon teaching his Predacon.

The Matriarch herself stood by the beast fearlessly and pet it. He watched silently as she said something to Predaking and the latter roared and fluttered its wings happily. She gave it a soft stroke underneath its chin before noticing Shockwave in the background.

"Your Predacon is a sweetheart when it wants to be. He and I got off on the wrong foot at first but I managed to convince it to consider me an acquaintance," The Matriarch said. "I taught it how to do more efficient blasts instead of exerting all its firepower at once. Smaller, denser blasts but more direct damage."

"The Predacon is my charge and Lord Megatron's to decide if it needs training. Don't you have soldiers to attend to?"

She scoffed, "Not on my resting hours. I simply did this because I wanted to see what this fine creature was capable of."

Shockwave ignored her and went straight to Predaking. Surprisingly, the Predacon seemed ignorant of him in favor of its newfound friend. Out of frustration, Shockwave tapped his weapon arm against his thigh before addressing the root of the beast's defiance.

"You have an attitude problem. Keep it up and I just might test the power of the Predacon against you instead."

"Good luck, it seems to like me. And by the way, I wouldn't be making death threats against a professional killer. You never know when something just might slip into your Energon...or better, I could dropkick your aft off the edge of the ship. Personally, I don't give a damn what you think about me."

Suddenly, she brought out her weapon and he tensed, almost lifting his own at her until she redirected it in a second towards one of the faded center marks out of three on the target board. Without looking at it and keeping eye contact with him, she fired three shots. Moving her arm accordingly, she hit each bullseye on the three present markers before transforming her arm back.

"Care to take your frustrations out on some targets instead of being snappy? You might find it relieving. I would offer some test dummies but those are unfortunately bound inside the sparring rooms."

Shockwave looked at the board before deciding to do so when he heard Predaking wagging its tail and the Vehicon commander awaiting a response with a servo on her hip.

He didn't have the years of training she did to shoot blind and hit perfect shots but what he lacked in accuracy, he made up for in firepower. An indirect blast from his weapon would kill or mortally injure almost anyone so dead-on hits were meaningless. Once he got someone, regardless where, they were usually down.

He aimed at the board and began firing. He shot off about five blasts before stopping. The entire time he could feel The Matriarch's optics on him and Predaking's confusion. It didn't help that when he ceased fire, his blasts didn't align well with the targets as he had hoped.

"Not great, you're jolting each time you fire, making the shots inaccurate," she said.

Shockwave glared at her, "I have had this weapon for thousands of years. Do you think I don't know how to use it?"

The Matriarch looked between the target board and Shockwave, crossing her arms, "No...that just shows how little you use that weapon of yours. If you got more practice instead of waiting for real battles to use it, you'd be a straight shooter. But can't expect excellent performance from a scientist, can I?"

His helm fins were almost pressed back as far as possible as he stared her down. After a second, he replied, "It's not my fault your standards are so high. Maybe that's why everyone has trouble pleasing you."

Her optic visor seemed to light up at that. "Ooh, the dog barks back. Too bad you've got no bite to back it up. Just because you have a weapon doesn't make you a warrior, at least not to me. You could always prove me wrong eventually, but I've witnessed better surprises so don't expect me to give you praise when you do."

"Are you always this difficult?"

"Are you always this boring?" She hit back. Tapping a claw against her chin, she seemed to lighten her tone to a more playful stance, "Given what I've seen today, I would hate to find if anything else about you is disappointing."

Shockwave grunted in irritation but said nothing as The Matriarch laughed, walking away back inside the ship, "If you ever mech up, come back to me and prove your metal. I'll be waiting."

She left him with Predaking who simply gave a few growls, almost a mocking chuckle like it was amused at him being out-sassed. Shockwave immediately leered angrily at the beast which it dipped its helm down in silent faux shame.

He hated being made a fool of. That was something he would teach her never to do someday even if it killed him.


It wasn't lost on him the parallels between them as strict, cunning individuals but what he lacked technique like she had, he made up with it with durability. It became a low-key obsession of his to compare them just to see what she was capable of. For a Vehicon, she could indeed take him in a fight.

Since their last encounter, word got out among the Vehicon populace, and the Insecticons, about their meeting. Everything from simple remarks to full on inappropriate talk of them together had been heard at least once. He scowled at the idea, but that wouldn't stop the rumor extremists from making others see it that way. Whether The Matriarch was aware of these rumors, he didn't know but her opinions of them were probably of cruel mockery to his embarrassment.

Upon occasion, he watched her on Soundwave's surveillance console, observing the sparring room where if she wasn't instructing any of the troops, she was basically destroying everything there. Each poor dummy and piece of furniture in there were dented or worse. It was said she made most of the practice tools needed to train the newest batch of Vehicons out of the remains of the damaged material and since they lasted quite a while as well as under the stressful one-sided battles she performed in there, the equipment was made to last.

The Matriarch did a sharp one eighty with a brutal kick to a floating punching dummy and sent the thing flying across the room, broken off the chains that held it. It smashed hard against the wall, making even the scientist wince a little. The dummy shattered and he could have sworn had that been another Vehicon, they would have died a very painful death. She rolled her shoulders and cracked her neck with a brutish grunt.

Shockwave stared a bit too much at the sight. He was not usually one for battle because it was a waste of his time unless absolutely necessary...but this had him on edge and he was awestruck by it. But those thoughts were pushed away as he remembered she was just a warlord wannabe. She was nothing truly special, just a Vehicon who needed to mind her place in the army.

It wasn't long until Soundwave grew annoyed by his takeover of the surveillance system and shooed him away. He understood and left peacefully. But it was hardly just once he was thrown out because of this and Soundwave locked him out of access completely after several repetitive incidents.

He began encountering her in person, often by accident. If he caught sight of her in the midst of training troops, he would stop to watch. Of course, this had led to a few chew outs by Megatron for disobeying a clear warning he issued about her. It didn't stop him from continuing to do this despite it being obvious he was being consumed by his obsession in figuring her out and getting the better of her.

And it seemed she was not above being cynical towards him every chance she got.

"Aw, look who came to visit us. The lame lab lackey finally emerges from the dark. Make any monsters in your cave of solitude today?" The Matriarch cackled; her band of troops snickered briefly but opting to keep silent afterwards as they feared what the scientist would do.

Shockwave scowled, at first trying to walk away but then she muttered something about him which he didn't catch but it was enough to stir the anger deep down. Immediately changing course, he stomped over to her while her back was turned, activating his weapon just in case. He realized his mistake when he got too close and didn't attack when he had the chance a few feet back.

The Matriarch suddenly grabbed his weapon arm and held it still as she elbowed his abdomen hard, then his chin as fast as lightning before kicking out one of his legs and shifting him over her shoulder by his arm to flip him onto the ground.

To Shockwave, it all happened in a mere second and he was too stunned to move as he remained on the ground. He didn't expect a Vehicon to be able to throw him like that but at the same time, he remembered he wasn't dealing with a typical Vehicon soldier. He barely noticed her stepping over him in his brief daze.

"And this, soldiers, is what you do when someone decides to be a hardass and tries to take you while your back is turned. Always be watchful of your blind spots in case any Autobot...or persistent idiots...," she growled, peering down at the scientist, "take advantage of your distraction. Failure to do so and you will be scrapped. How you integrate what I teach you into real life scenarios is entirely up to you. Be on your guard."

She then turned to Shockwave still on the ground and put her servos on her hips, "Are you comfortable down there? Relish the feeling, you'll be here another day if try that again. I run a tight ship and I don't need a scientist stalker telling stories of me among the Nemesis. If you're as smart as they say you are, you'll stay down."

The Matriarch stepped over him again and Shockwave watched her leave. He was impressed. Something grew to admire her ferocity, something that wasn't present before, at least not in the way he was intrigued prior. She could level him and had the serious but sassy tone he himself had. She wasn't as monotone, sure, but she had her command style. She was, in a way, a perfect counterpart to him in the military branch whereas he was on the science side. It was perfect. Together, they would be a strong team...

He shook his helm in frustration and said to himself, "Not logical. She is nothing to me."

Refusing to let his thoughts come into fruition, he got up and noticed a slight pain in his weapon arm. She may have twisted some parts a bit too far in her defense. He knew Knockout wouldn't let him hear the end of his stubbornness if he didn't go get it checked out immediately. Growling, he commed Soundwave for a ground bridge to the medical bay.

Sure enough, Knockout looked at his arm like he had hurt it himself. The medic scoffed and turned the limb, emitting a slight groan from Shockwave who lied on the medical berth. "Did you anger your own Predacon, another Decepticon or fell down weird?"

"I got into a scuffle with someone else. They jumped me."

Knockout didn't seem to buy it as his deadpanned expression told all. "Now that's a good story...if you were Starscream. No one is that foolish to jump you so I think you were the instigator and you're trying to cover your own aft because you can't admit someone beat you up in retaliation. So, who was it?"

"You think I'm lying?"

The medic crossed his arms, "Your cover story isn't the best I've ever heard nor the worst believe it or not. I've had enough patients and their excuses to deduce this so either try something else or just tell me. The latter will be easiest for your sensitive ego."

"Fine, it was between me and a Vehicon trooper. She...they got the best of me when I tried to discipline them from talking against their superiors," Shockwave sighed. When he looked over at Knockout, the medic had an abnormally large grin on his face which the scientist immediately despised.

"A trooper...or a certain Vehicon commander? I've been hearing rumors about you versing the deadly commander and engaging her more than your pet project. So, what did you do to provoke her into spraining your arm?"

Shockwave grumbled low to himself and Knockout checked his own claws out of boredom at the obvious bruised pride the mech had. Finally, the larger mech spoke up, "She irritated me and I approached her wrong, slammed me to the ground like I was nothing and twisted my arm on the way down. You should have seen it. The brutality, the finesse, the perfect counterstrike-"

"Oooh nooo," Knockout laughed, placing a servo over his face to stifle the amused expression.

"What are you laughing at?" He growled.

"You!" The medic coughed out. "I thought I would never see this day. Big bad Shockwave, the feared mad scientist of Kaon, likes someone!"

Shockwave was fuming now. "I do NOT like her. She is an excellent warrior, that's all."

"Aw, yeah no, totally. It's just respect when you name off three or more aspects of her in detail like that. Sure, whatever you say," Knockout said, wiping lubricant from his optic. "You like her because she's the only one to stand up to you and there's no shame in that. I fell in love with Breakdown because of his brutish nature too. Granted, it wasn't against me he showed those skills to, but I appreciated the gun show."

"I'm not-"

"Here's the thing, Shockwave. You can deny it all you want, but the tone in your voice when you described her actions tells me enough that you do like her. Whether you get off being dominated is not my concern but if it makes you feel better...or worse, I think she likes you too."

"How so?" That peaked Shockwave's interest fast and he only realized it supported Knockout's theory when he locked optics with the medic and stared him down hard awaiting more information. Awkwardly, he broke eye contact just as quick.

Knockout tried not to laugh again and cleared his throat. "Well, as rumors come and go, some of the trainees under The Matriarch's current command have been talking, and they think The Matriarch has a thing for intelligent but stupid mechs like yourself. She's said to find you at least intriguing."

"Not enough for justifiable likability. Also, I'm not stupid."

"That's not what that means. I said 'intelligent but stupid' meaning she knows you are smarter than most everyone on the warship and on Cybertron...but you're incredibly dull when it comes to your emotions and your pride. Your greatest flaw is your inability to acknowledge your own emotions. By pushing them away or acting on them at the wrong time, you hurt yourself and others. You're just too stubborn to admit it the same as you're too prideful to admit you like her."

Shockwave was silent for a minute before saying, "Your argument is...illogical. This must be a malfunction of my psyche. I am perfectly in control of my emotions."

A disappointed Knockout stepped back as Shockwave got off the berth, swinging his weaponized arm up and down to get a feeling if the soreness was still there.

"Look, Shockwave, if I were you, I would talk to The Matriarch and tell her how you really feel, assuming she won't break anything in response. Sometimes, mechs and femmes act tough when they think their feelings show weakness. Maybe you aren't the only one who refuses to see it. Maybe she likes you just as much as you like her and she's just the same as you in more ways than you anticipated, ever thought about that?"

As Knockout was suddenly alerted to a Vehicon missing their arm when the door opened, Shockwave took it as a sign to leave, not before thinking about what the medic said. Before he got out of the medbay, he heard something interesting.

"What happened to you?! Where's your arm?!"

The Vehicon choked, "I-it was The Matriarch!"

Shockwave immediately turned back and stood near the entrance to the medbay to listen in on the conversation.

"My friend and I, we were asked by Commander Starscream to get Energon from Vault 35 and we didn't know it was The Matriarch's! She found us, tore my arm off and beat my friend to death with it! I only escaped when she diverted all her attention to him! She's mad, I tell you! Insane!"

Knockout gestured for the Vehicon to calm down as they sank to the ground, clutching their arm socket and hissing. As the medic tried to tend to the Vehicon, Shockwave gave a soft hum in curiosity before exiting.


The new story of Shockwave's humiliating defeat in front of The Matriarch's troops didn't go away as he hoped and had even reached the ears of Megatron himself. It was safe to say Starscream was three seconds from getting punched out if he didn't shut up about it and Knockout still had his smirk. Megatron, on the other hand, was just perplexed.

"So, this Vehicon commander got the better of you in your arrogance that you were going to play the superiority card. I thought I established that you should not seek her out?"

Shockwave grimaced inward, "Apologizes, Lord Megatron, but she was acting out of line."

"All the more reason to report it to me first. I will take appropriate action in reprimanding her whether I do it myself or I send someone to do it like Soundwave capable of handling her aggressive fighting style. As valuable as you are with science and defense knowledge, you are not as combat-oriented as she is therefore approaching her in her own expertise could get you killed or worse. Do you understand?"

Shockwave nodded, "I will refrain from causing any unnecessary encounters with her in the future."

Megatron frowned, "Carefully define what you consider 'unnecessary' because your obsession with her is taking a toll on your work schedule for Project Predacon and now we are almost three weeks behind because of your inability to keep yourself from her. If I didn't know any better, I'd say you desire her."

"Illogical, my Lord, it is only a mere curiosity," urged Shockwave. "Nothing more."

"Then how hard is it to ignore Matriarch and her qualms against you? Much chatter seems to be floating around the warship about you and her, and they would disagree with your side of things, by the way. Either stop this pursuit or do something about your relationship with her. If it impacts you from your work any longer, I will be forced to decide...whether or not I must get rid of one of you for the sake of the Decepticons and the progress we need to move forward."

Any humor or emotional baggage in the room grew silent as the words dawned on everyone, even the Vehicon troops and especially Shockwave. Termination was not on his agenda and although he was somewhat confident he would be spared over The Matriarch, there was still a fair chance Megatron would keep a combat expert over a scientist in the current realm of war. That was something he refused to risk.

"I understand, my Lord," Shockwave said.

Megatron was about to turn his back on the mech when he said one last thing. "You and Matriarch are two of my finest assets in your respective fields. I would hate to lose either one of you...but do not mistake anything good I have to say to you as a sense of security. Both of you can be replaced."

Shockwave was left with that last word, something he dreaded. Talent like his was unique but not irreplicable under certain circumstances. Megatron, Knockout and Starscream were all knowledgeable in different areas of science as well, the former two having a minor degree in it, bio and non-engineering and genetics respectively, among their main professions while Starscream was once a renowned scientist who gave it up to be a commander and war strategist. If push came to shove, they would revert back to make up for the loss of his place in the army since they had the newfound data of how to make Predacons themselves thanks to Soundwave's backlogging of his research.

He retreated back to his chambers and ignored any attempts at communications from Knockout with him, opting to rest on the information he learned. There was a time and place for everything and the trial of his obsession with The Matriarch came at a very wrong time. It would have to wait until after Project Predacon now, maybe even until the war was finally over.


AN: The Matriarch is a very fun OC to write for. Figured I'd give someone to Shockwave to rival, but of course we all know it might not stay that way.