Neeext chapter. :) When I uploaded the first chapter of this story, I said to myself I would continue if there is at least one person who will in some ways tell me it's worth it. So, even if it's not very popular, I will continue this story. :) Starfire201, I wanted to thank you for your review personally, but I couldn't for some reason. :S But I thank you here, and the others, too, who faved and followed.

Anyway, I will slowly introduce characters and even more slowly their back stories, but all things will be revealed in due time. I'm not good at describing fights either, we can say I suck at it. But I tried. Hope you like it, and sorry for grammar errors and such.

II.

"Come in, come in, we don't have all cycle!"

Soundwave stepped into the medical ward of the arena and gave a light push on Frenzy's back towards where the other mech ushered them. The mech was taller than him, mainly black and grey in colour and sported amber optics, just like him. He wore the universal insignia of medics on his left arm that, along with his paintjob, seemed quite worn even though the mech couldn't have been much older than him. But then again, they weren't in the best shape either.

The medical ward was smaller than Soundwave expected for such a large stadium - or just less spacey, he thought as he and Frenzy walked past the berths lined up vertically next to each other on either sides, leaving only a narrow passage into the bay. Despite all the medical machines, which just made the place even more crowded, it looked more like a field-hospital, the berths separated only by curtains. Very few mechs walked between them here and there who wore the medics' sign, the others were green and purple coloured, robust mechs that Soundwave recognized as construction 'bots.

Were they meant to be replacement for the medical staff?

As the black medic led them to a further berth, Soundwave saw mechs on the berths, some were in stasis, hooked to the support machines, others were awake, but still in quite bad shape, full of dents, scrapes and patches while a few appeared to be just receiving the last checks on their chassis and armory. They glared at them, but Soundwave closed them out, he wasn't interested in their thoughts in the least - they finally reached an empty berth where the medic stopped them.

"Alright," the mech picked up a hand-scan, "I'm Chief Physician Flatline. Which one of you is Soundwave?"

"Me." the dual-spark said curtly, "This is my son, Frenzy."

"Ah. And the both of you will fight?" Flatline asked, plunging the scan's cable into the medical port on Soundwave's neck while his optics focused on Frenzy, noting the dullness of the mini-con's optics and the faintness of his EM field, "Or, I take you are simply unwell."

"Yes, I..." Frenzy looked up at his creator, then back at the medic, "It's Rossum's disease."

A frown worked its way onto Flatline's faceplates, "How advanced?"

"Stage three."

"If we stay," Soundwave spoke up quietly, "I want the medical staff to know about it and... at least treat the symptoms."

"The symptoms, alright." Flatline nodded, "Just because here, we are not equipped to provide long-term treatment for diseases. We here specialize in treating injuries. I, myself, am a trauma surgeon, though there are a few medics, like Pulse and Stormbringer who had their own specific fields before coming here. If you came here because of this, I'm afraid we can't help you."

"I came here to get credits for Frenzy's surgery and therapy."

"Well," Flatline raised an optical ridge as the scan finished its task, "becoming a gladiator is not that simple. I believe you are driven by noble intentions, but even if you survive your first match, you have to achieve numerous victories for the crowds to like you and earn all the credits you need. It will be a long time. And you will have to kill, too, to get what you want. Do you really think you are ready for this?"

"If this is what have fallen to my share... I shall live to it."

The ward's chief physician sighed, "You are low on energon and coolant, and your joints could use some lubrication. You have some unhealed dents, but otherwise, you're in good health. I see your spark had split three times, and the marks on your gestation chamber indicate you carried twins once. I want to check your other creations as well. I have to ask... do you have any experience with this kind of combat?" Flatline now connected the scan to Frenzy's port.

"I have participated in brutal fights before. Do not worry about me."

"You sure have confidence for a newbie." Flatline said with a chuckle, but it was soon replaced with a frown again, "Well, Frenzy, the same applies to you as to your creator, and... the condition of your spark and processor correspond to a third stage Rossum's. Your T-cog is no longer functional. Can you still read your fluid levels?"

"No." Frenzy shook his head and let the medic open the same panel on his chest they used to check on his temperature, "Alright." Flatline murmured, "I'm keeping you here for an energon drip and coolant change. You," the medic turned back to Soundwave, "I'm fitting you with armory and a battle mask. After that, Cliffjumper there will show you the weapons you gladiators use."

Flatline pointed to a red mech by a further berth. The mech was a tad shorter than him, a pair of horns decorated his helm and there was a hidden, mischievous sparkle in his light blue optics that Soundwave could distinguish from anything else - it was the same glint that Rumble and Frenzy had in their small, crimson optics that reminded Soundwave of his sire. The mech, Cliffjumper sent a nod to him and the dual-spark nodded back.

Flatline first prepared the energon drip for Frenzy before applying the mask to Soundwave's faceplates. The mech tried not to squirm under the medic's touches, he never liked to be touched in such intimate parts by others but his creations, not even past lovers could give him the comfort he sought. It was hard for him to be open, let alone fully bared, both physically and mentally, before any other than his children.

"Okay," Flatline took a vent, "Lugnut and Drixco's match starts in half a joor, so you're getting your armory now. If you want to keep the colour blue, Punch's armor will be good for you. Your sizes are the same, too. And Cliff, there's really no need for you to gawk your optics out here."

"Wait... is this Punch guy dead?" Frenzy asked quietly from where he lay on the berth, and after receiving a grunt from Flatline, he pushed himself up a little on his elbows, "You use dead mechs' armors to put on others?"

"And their parts for replacements." Flatline replied before turning away, "Welcome to the arena."

"...and that's the extent of the energon axe's energy range. That is what we use most of the time. Of course, in a hand-to-hand combat, you'll only have your armor."

It had almost been a joor until Cliffjumper finished introducing every weapon the gladiators had to Soundwave. Not because there were so many; even as they entered the storage area where these deadly tools were kept, the telepath felt the gladiator's fascination for them as well as his love for using them. He was more of an expert at how to handle them than combat styles, and he kept on explaining everything about these weapons that were mostly used for close combat, Soundwave did not even dare interrupt Cliffjumper's monologue - if they had had guns, the blue mech was sure they would have been there till the evening.

However, at that moment, Soundwave caught a fleeting thought in Cliffjumper's mind, a quiet feeling and the picture of a broad storage with a wide rage of weaponry of various kinds, guns, blasters, cannons and rifles and it wasn't just some longing on the other mech's part. It was a memory file.

Maybe that area was their next destination...

However, with that, Cliffjumper turned around to him, placing his hands on his pelvic plating and tilted his head to the side a little to express curiosity.

"And? How did you get here?" his tone was casual, but Soundwave's frame was still tense.

"We were wandering in the area with my son." he answered quietly, "Megatron found us and invited us to the arena. He told me I can get credits if I fight well."

"Yeah, yeah... well, you'll see what it takes. But if ol' Megs thinks you're good, then you must know something." the red mech shrugged, "I also lost my job. Worked in Polyhex at the metallurgical plant, designing weapons until one cycle... there was an accident. One of my guns malfunctioned. I killed an enforcer. Even though judges acknowledged it was an accident, they made sure no one employed me from then on. Soon lost my home, I had no one, and I was wandering through city states, too, when I found the arena. So, what's your story?"

Soundwave stared at the mech. He thought they were going to the other weapon storage, but Cliffjumper did not seem intent on going anywhere else. The dual-spark thought about whether he was ready to tell about his past to this still somewhat stranger, though he was an intelligent one and they shared some of the same fate; he had an educational degree, a decent job that he even liked, and lost it all due to an accident to never gain it back again. Not even the chance - after all, the judges served directly under the Senate.

"I was a communication specialist." Soundwave finally said, "At the InfoCore, Stanisian Sector." he saw a knowing smile appear on the gladiator's lips.

"Oh. Knew too much, huh?" he asked, to which Soundwave did not reply, "I see... InfoCore. Now I understand why Megatron wanted you." the last part he just mumbled, but Soundwave's sensitive audios picked it up. He frowned, but before he could have asked anything, Cliffjumper beat him to it, "And who will be your first match with?"

Soundwave took a moment to answer, "Megatron himself."

He watched as Cliffjumper froze and his optics widened, all other thoughts forgotten in his surprise at the blue mech's answer, "What?! For a first match? Mech, you just came here to die?!"

Soundwave's amber optics narrowed, "You are quick to write me off. I know what I'm doing."

"Yeah, sure, sure, I don't know you after all, but... Megatron's the champion here, you know? And for a reason. He can be quite ruthless, and he won't hesitate to kill you if the audience wants that. What'll happen to your kids if you die here?"

The telepath just glared at him until Cliffjumper raised up his hands in defense, "Got it, none of my business. Well... it was good to know you, Soundwave. Have a nice day."

With that, he walked away and Soundwave also made his way back to the quarters given to him. He did not pay any attention to the mechs he walked past in the corridors, though he received quite a few curious looks and glares as well. He now had his new armor on, a dark blue one which was thick and a bit heavy for his frame, but still fit him perfectly - he was sure he would get used to it. The reason for the darker looks, he knew, was that he had gotten one of the "elite quarters" as the other gladiators called them. Most of them got small ones with one, two or three berths with one energon dispenser to keep their rations in, and had to use public wash racks. But Soundwave wanted to make sure he deserved what he got.

They knew nothing about him, but he could get from their thoughts and emotions whatever he wanted. And after his fight with Megatron, they will not underestimate him anymore.

All the medics had given him their comm. frequencies after Flatline told them about Frenzy, and he left his cassette at the ward until he received all the energon he needed. Soundwave typed in the code to his quarters and the door hissed open, revealing a small room. There were two berths in it, a case between them, an energon dispenser and another door to their tiny wash racks. It wasn't much, but it was good enough for them, and a thousand times better than the streets. The window was open slightly, and Soundwave glanced around to find his three remaining creations sitting on their berth in silence, Rumble and Ravage staring at Laserbeak intensely before they noticed him.

"Hey, Soundwave!" Rumble leapt to his feet with a grin, "Me and Rav jus' finished exploring the arena."

"The entire arena?"

"The whole complex!"

Soundwave couldn't help smile a little. Ravage was a better spy, but the twins liked to go with him and judging from the fact they had never been caught and how much they enjoyed it, Soundwave knew they were becoming better as well. However, he turned to Laserbeak now and lowered himself to one knee before the berth to be eye-level with his only daughter.

"Have you succeeded?" he asked and received a nod from Laserbeak. A klick later, the cassette transformed and Soundwave opened his chest compartment for her. The moment she was inside him, the downloading process began. Earlier in the morning, before he and Frenzy went down to the medical ward, Soundwave sent Laserbeak out to find a DataNet central and search for every information she could find about these gladiatorial combats. Words, pictures and videos all flashed before Soundwave's optics, the whole procedure took no more than a few klicks.

"Thank you." Soundwave smiled a little when Laserbeak transformed back to her robot mode.

::Creator::, Ravage's voice filled his comm. link, ::I'm still not sure...::

"That you should do this all for us." Rumble finished his sentence, his tone turning serious, "I mean, it's nice ya got a job... sorta... but there are sure other ways to get credits for Zee... Are you sure you can defeat this Megatron guy?"

Soundwave smiled at their worry. They knew what he was capable of, they all had to change a lot since they lost their home, and they were always very understanding and loyal. There was no underestimation in their minds like others when they asked him the same question, but it seemed they needed a small reminder of just what powers he possessed.

The dual-spark pointed at his head that was also covered in a dark blue helmet with small crests on its top and his optics shone brightly, "I have something they don't."

"Ratchet... you should come."

The older medic's vents whooshed as he looked up at his apprentice. Only First Aid could enter his office without permission, but sometimes even that was hard to tolerate, especially when Ratchet finally had a little time for paperwork. However, seeing the look on his fellow's faceplates - what he could see from his visor - told him that he would have to leave it unfinished again. He should really hire someone just to deal with the reports...

"What is it that you can't handle without me?" Ratchet grumbled.

"An accident happened–"

With a grunt, Ratchet stood up from his table and finally followed First Aid outside, "If it's those two–"

"Wheeljack."

Ratchet slapped his forehead, "What did he blow up this time?"

"Himself... among other things."

"That mech will be the end of the Kimia..."

First Aid chuckled a little as they hurried down to the emergency room, "Dean Perceptor is sure pissed. Wheeljack costs him more than his other scientists and projects together. Even the police went out, Commissioner Prowl is talking to him now, they're smoothing things. Guess they're used to it now. Ambulon has just arrived with Wheeljack–"

"And why would he need me? Ambulon is supposed to be Head of Emergency, I'm here in the Deltaran for diagnostics... or is it that bad?"

"No... not at all. Mostly his face and hands. But they wanted you to deal with him since... you know how to do that best. Just to distract his attention so they could work on him."

Ratchet snorted as he entered the room where First Aid led him and was immediately met with the voices of the medics and one other, cheerful voice that was all too familiar, one that he could pick out even from a thousand; Wheeljack was laughing. Half of his face was burnt, his hands - what remained of them - were almost completely charred and his arms were shaking with the pain, but apart from a few, deeper scars on his chassis, those were his most serious injuries.

And he was laughing and bubbling about something Ratchet wasn't sure he wanted to know about. The medic put on a pair of gloves, not hurrying in the slightest, as he walked up to his patient. "The third time in four mega-cycles. I'm sure Percy is glitching from you now. I don't know why he's still putting up with you."

"Because I'm one of his best scientists." Wheeljack chuckled, but had to bite back a groan when Ratchet held up his left wrist to examine the joints, "I was almost finished now, Ratch. You know, that new cloaking device that can be attached to–"

"Okay, Wheeljack. I will have to replace your hands. And you should better keep unfinished projects to yourself." he lowered his voice, but cursed again when he saw the extent of damage on Wheeljack's frame, "And for frag's sake, 'Jack! You're head scientist of the Robotics section at the Kimia, you could really start acting responsible for such an enormous title."

Wheeljack snorted, "Titles, titles... Better mechs got punished for–"

"That was deca-cycles ago." Ratchet growled, interrupting the other mech. He knew perfectly who Wheeljack was referring to, but ever since the execution, Jhiaxus and his crime were taboo, and agreeing with him was dangerous and would always alert attention. After all, the Senate had mechs everywhere, "Be more careful. If I have to put you back together again before the start of the new stellar cycle, I'll wire your new hands to your aft."

He heard First Aid chuckle from beside him, and Wheeljack shrugged as much as he could, "I used a shield now."

"Yeah, I see how very effective it was. Maybe I shouldn't give you any more suppressants and do the surgery with you all awake, maybe that would teach you not to blow up half of the Facility again."

However, the smile still hadn't frozen from Wheeljack's lips. Ratchet threw various threats at him all the time, and even got around to bring a few to fruition, but he would never mistreat a patient. The medic had a spark of gold, even if he was good at hiding it. "Anyway," Wheeljack continued, taking a shaky vent as Ratchet and the rest of the medics worked on him, "you haven't come back to the apartment last night."

"I was working." came the curt answer, and now it was Wheeljack's turn to roll his optics.

"But this is the second night in a row, Ratch, how can you keep working like that? Or did you recharge in your office?"

"That's Perceptor's style. Ambulon, I believe my presence is not required here. And you shut up and let the medics work on you."

Not even waiting for an answer, Ratchet disposed of the tainted gloves and made his way back to his office in a hurry. He really did not want to talk to Wheeljack any more - the mech knew him too well. Once the door closed behind him, Ratchet slumped against it and buried his face in his palm. He couldn't do anything against it, he had too much to do, that is what kept him in even through the nights. Maybe working in two places at once was starting to wear out his strength.

Luckily, he knew how to survive it. Ratchet went to his table and pulled out one of the drawers to pick up a cube. The energon in it was a sparkling purplish pink, not the finest of high-grades, but still did the job perfectly. Ratchet took a big gulp from it and sighed, letting his circuits fritz with the energy. He would be fine with it for one more night, and then he would go back home - just to prevent Wheeljack and the others from worrying about him.

On the other side of the globe, a crowd cheered on the two mechs walking into the open arena. The applause went mostly to the grey mech who walked with easy steps towards the center of the arena, and that was probably the first time Soundwave felt nervous. Last night, he analyzed all the data Laserbeak had gathered for him, the various matches and the moves the gladiators used and integrated them into his processor. He was confident in his abilities. Frenzy was also surprisingly well after his energon levels had been maintained, so Soundwave woke relatively calm in the morning. He could not quell his creations' worry for him, but that was natural. He would get injured for sure, but he would go back to them.

Glancing back towards where they stood at one of the entrances, Rumble's smile gave him most of his confidence back. He knew his cassette put up that smile only to reassure him of their faith in him, but it nevertheless felt good. He turned around to meet Megatron face to face at the center. There was curiosity in his thoughts, and Soundwave sighed as they resonated crystal clear in his own mind. As long as he had that, he couldn't surprise him.

Megatron sent him a small half a smile as he eyed up his new opponent, "Ready, Soundwave?"

Soundwave gave him a curt nod, snapping his facemask into place. Megatron had one as well, but he didn't like to use it and honestly, it was all the same for Soundwave. He raised up his axe, copying Megatron's movement, and both of them stood in position waiting for the sign to start their match.

More of feeling the sign rather than hearing it, the dual-spark lurched forward and blocked the axe Megatron had struck down on him. He grunted at the force of it and panic rose in him for a moment as he felt his arm shake with the effort of holding the gladiator away. The crowd cheered again, but he didn't hear it. He thought he was stronger than this... he had fought with mechs much more robust and forceful before, but Megatron was more powerful than all of them...

::Creator?::

His creations' fright snapped him back to reality and he pushed the grey mech away. He told himself to focus on Megatron's thoughts alone, to see his next move just as it entered his mind. He was good at that, and that was the only way he could survive this match.

If he defeated Megatron... that would give him respect in the gladiators' hierarchy and credits from the audience.

He saw Megatron's approving smile and the next thing he knew, he was struck with the axe again, only at the side this time. He raised up his shield to block the move and braced himself to dive at his opponent, using the momentary distraction he still had. He almost reached Megatron's arm, but the other mech was fast, too. Energies flew from their weapons every time they struck each other, each time earning another round of applause from the crowds.

Soundwave lost himself in the flow of it. Newfound excitement surged up in his circuits that had a trace of fear in them, too, and this combination drove him on. At the street fights before, all he felt was annoyance, something he wanted to finish quickly. This was different. Every sensation just fueled the rage that was building within him, and he felt like he could go against the whole world, gave him the strength he was so afraid of losing at the beginning.

There were moments, however, when Megatron proved to be faster even than his telepathy and some of his moves he simply didn't have time to predict - and his axe flew away from his hand, landing too far for him to reach. Megatron wanted to strike at his arm seeing that, and, relishing in the fact he managed to gain this advantage back, Soundwave lashed out with his shield and struck Megatron in the face instead.

He could feel the gladiator's shock as he touched his bleeding lips, still for a long moment. The audience went silent as well as Megatron finally looked up at him, the surprise replaced with a quiet chuckle, "Not bad."

It was that moment that Soundwave decided to make a run for his axe, and just us he turned he felt Megatron's next thought immediately; he ducked low as the other's axe was thrown at him, though it still managed to scrape his back. Soundwave grunted as he pushed himself up, but he could never get to his feet. A massive frame held him down and turned him around, his optics met the gladiator's ferociously burning ones. His hand shot out to grab Megatron's neck cables, but the grey mech proved to be faster again - he grabbed Soundwave's hand and yanked at it.

It was the crack that he heard first and crunching noise the cables and energon lines made as his arm was torn out of its socket. The agony crashed into him next like a fiery blade from the pit. The pain was indescribable. Soundwave had never screamed so loud in his entire life as he writhed, energon burst from his wound and painted the ground in purple beside him. He couldn't see for a moment from all the coolant that gathered in his optics and rolled down his face, and his spark swirled hot in his chest.

"You knew it would be like this." he finally managed to make out Megatron's voice from the background noise of the crowd and looked up at him from where he lay curled up on the ground, "I really don't want to kill you, Soundwave. You have more potential than you realize. So... are you going to give up?"

No... it couldn't end like this... His creations' emotions were going crazy through their bond, but he just couldn't...

Frenzy...

"No!"

When he later thought back to it, even Soundwave himself wouldn't have expected to find strength in himself to jump up with that cry and dive into Megatron's chassis with his bare hand. He found that the movement dulled the pain somewhat and the anger cleared his processor enough to focus on the other's thoughts again. They wrestled with Megatron, the both of them had lost their weapons and shields now; it was a display of pure strength that Soundwave wasn't aware he possessed until then. He was gaining the upper hand, it was like the pain was giving him more power in some magical, unnatural way, anger blossomed in his mind and drove him forward to punch, to kick, to hurt that other mech. It felt...

It felt good.

And finally, after dodging Megatron's blow, with a well-aimed move he managed get behind the gladiator and grab his neck cables in a deadly hug. The crowd was silent again as he forced Megatron onto his knees. It almost seemed impossible, yet he was there, it was him. The monster in him, however, was starting to fade to exhaustion, and Soundwave knew he couldn't keep it up much longer. He was about to finish this match with the champion of the arena, and he was just one klick away from his victory...

He felt Megatron think about kicking his legs off the ground, and Soundwave braced them, but the blow never came; large hands grabbed his shoulders and threw him to the ground. The dual-spark landed flat on his back and was held down again. His frame shook with pain and growing weakness, and Megatron's vents were overworking as well. Both of them were covered in dents and scraped, tainted with energon, and Soundwave was starting to feel dizzy from the energon loss.

"Well done." he heard Megatron whisper as he leant down to him, "You are the first mech who had ever come this close to defeat me." a smirk appeared on his cracked lips, "But I think I know your secret."

So that was it. He had fooled him. One last blow of Megatron's fist to his face cracked his mask and his jaw as well, and Megatron pulled him to his feet. His legs shook, but Soundwave manage to stay upright - however, he could feel he had no more strength to fight. It was over with that, and he closed his optics, waiting for a final strike from Megatron to finish him off.

"Welcome to the arena."

With that, Megatron turned around and limped away from him. The crowd burst out in cheers around him as Soundwave swayed on his pedes, and he finally opened his bond to receive his creations' fear as darkness fell over him and he collapsed in the middle of the stadium.

Among all the robots shouting and jumping up at the end of the match, a red mech and his partner remained seated in their places. The mech's hands tensed on his knees and his optics followed the medics who took the new gladiator named Soundwave away a few klicks after he went into stasis. He recognized the fighter's frame type and saw some patterns in his movements that felt familiar, it was enough for his interest to be perked. The newbie survived, that was for sure, and the mech found himself wanting to know more about him, especially when he saw the two mini-mechs, a feline mechanoid and a small flyer at the entrance waiting for him.

What could have been his reason to risk all that...?

"Reflector," he turned to his partner, "do you have the whole match?"

"Of course, Blaster." the purple mech replied, "Recorded the whole thing."

"Good. Just 'cause I want to know what could have driven a dual-spark to risk so much in a place like this..."

Note: Ratchet wearing gloves - I know robots don't have to fear infections like we do, but I still think they would wear something to protect themselves from the patients' energon and other fluids and all those nasty things. I mean, if I were a medic, I wouldn't want to wash down all the way after every little procedure I had to perform.

Note 2: You may have noticed that I use the word "dean" to refer to a director, Perceptor this time. Dean of Science is the head of a scientific institute in my fic, Perceptor for the Kimia Facility here. Remember that it's still before the war, so the Kimia Facility is still a research center, not a weapon.

And why was Blaster in such a place at all...? I mean, it's really not his kind of thing... ;)

A review would be lovely. :)