Red sat in her dog bed, fiddling around with her locket to pass the time. As she did so, three Insecticons passed by. "Insecticons are far better than regular Decepticons." One of them boasted, even though Hardshell, the best of them, had been terminated.

"Huh?" Red turned her head, her green eyes widening when she saw them. "WHOA NELLIE!" She yelled, springing up. She'd never seen an Insecticon before in her life.

"Who is the little pet?" The boastful one hummed, immediately picking up on her tech-side. She looked delicous.

Red's eyes widened throught the cage. "H-hey! Watchit!" She snapped.

"Whatever it is, it smells delicious." One of them said. "Wonder if Lord Megatron will mind if we have a bite?"

"Ah! H-hey! Ya-Ya bettah not!" She stammered, slightly scared. "Hands: On!" Her hands activated, and she raised them and fired.

Not even feeling the attack, the boastful one came up. "You smell so good." He mumbled, and reached through the bars to bring her into his talons.

"GAAAH!" She shrieked. She continued to fire, looking for some weak spot. The Insecticon picked her up, and brought her forward. Red persisted to attack. "LET MEH GO! LET MEH GO YA CREEPY BUG!" She yelled repeatedly.

"Oh stop squirming, I only want an arm or leg." He snarled.

"NOOO!" She screeched, all of the sudden her blasts increased in power, and made a good dent in his faceplate.

"Ow!" Tossing her to the next 'bug, he growled, rubbing his plating as the other pinched her arms to make sure she couldn't shoot them. Red dangled by her arms, staring into the frightening face. She squirmed and thrashed, trying to break free, but to no avail. 'I can't believe I'm saying this... but...' She thought to herself before yelling, "SOUNDWAAAAVE! HEEEELP!"

Hearing her cry, Soundwave hurried to the corridor, and seeing the Insecticons, shot them out of the way. He quickly caught the now falling Red with his tentacle, then standing straight, he played the recording of Megatron saying not to hurt his pet, watching the Insecticons skitter away. Red dangled by the rim of her shirt, staring off after the Insecticons.

"YEAH THA'S RIGHT! MOVE IT 'LONG!" She yelled after them.

"Question: What was Pet doing?"

"Relax'n when those three came troop'n 'long! What were they?!"

"Designation: Insecticons."

"Suits 'em!" She shuddered. "That was a close shave fer shure!"

"Fact: They will not bother Pet again."

"Good..." She huffed. "If it ain't one thang, it's 'nother." Setting her down, he put her back into her cage, and sat at the end of it, watching her. Red flopped down and stared up at the ceiling for awhile before getting an idea. "Teach meh!" She said, sitting straight up.

"Request: Explain."

"Teach meh 't fight! Ya know 'ow! Yer 'th one in charge 'a meh!" Red told him, her eyes dancing.

"Complecation: Soundwave cannot. Megatron: Would offline Soundwave. Addition: it would give pet a reason to escape."

"Ah can't, 'member? Ahm onna fly'n ship! 'An ah can't fly! B'sides, might 'elp meh 't complete Megatron's courses fastah 'an more progress 't beh made!"

Sighing, Soundwave nodded slowly in agreement, seeing the same persistence Elita had. It brought back memories he was trying to hide. "Answer: No." He told her, while secretly shutting off the cameras.

"Whut?! Oh c'mon!" She complained, huffing and crossing her arms. "Here ah was, try'n tah make sense!"

Sucessfully shutting down the video feed, he turned back to the girl. "Order: Show Soundwave Pet's best."

"Wha-..." Red was stunned. Then she realized what it meant. "Hah! You are go-od!" She quickly activated her hands, Rollerblades and helmet. She charged, shooting rapidly and zipping around, trying to look for a weak spot and dodge whatever he threw at her. Letting out a few of his tentacles, Soundwaved forced them to move around, trying to grab Red's body and attack. She leapt easily left and right, dodging them. She blasted one of them, groaning when it didn't even make a scratch. "Oh c'mon!"

"Fact: It is very difficult to damage Soundwave." He responded, making them almost viper like, slihering around behind her back and then striking.

"GAH!" Red got hit by a shock of electricity and fell. "Ow... okay! Tha' one, 'urt"

Giving a curt nod, he forced them back, waiting for her to get up. "Objective: Do not allow let them to hit, and try to get in as many attacks as possible." He urged, trying to study her movements and attempt to find areas that needed help.

"Gotchya." She said, her circuitry instantly repairing. She kept her eyes open, trying to remember certain details about how he fought. Watching her speed decrease before she struck, and he forced his tentacles to speed up, and take advantage of it. "WAUGH!" She was flipped over onto her stomach and fell flat on her face.

"Tip: Do not look for weak spots so much. Advice: Try to hit quickly then once you hit, or find a spot, go for it, but do not stop to look for it. It leaves you exposed." He instructed.

"Kay..." She groaned, getting up and getting into a stance.

"Incorrect: Stance." Soundwave said, shaking his helm and stepping forwards and kneeling down. "Soundwave: Fix." He gently moved her arm with his two slender digits, and pushed back the other one. His spark began to pound as he gently ran his digits along her soft, smooth flesh. He slid them down her waists and back, straightening them out, and slowly moved her legs, taking longer than Red had anticipated. His touch was making her start to heat up.

She loudly cleared her throat. "AHEM!... Uhm... ya think ahm good now?"

Soundwave snapped out of his trance and drew his cervo away, standing up and backing up. "Stance: Corrected. Red: Begin again."

Red momentarily hesitated. He just called her by her real name... then she shook her head. She needed to stay focused. She was determined to be able to fight enough to protect herself. Doing the same maneuver again, Soundwave watched for mistakes. But this time, Red was ready, her photographic memory remembering his steps. She leapt over the tentacle and swung herself around it before landing.

"Praise: Excellent. Encouragement: Now find weak spot."

Red's eyes, as if suddenly given X-ray vision, saw his energy points, leading into the tip of the tentacles. "Tha's it!" She mumbled, then quickly leapt, did a cartwheel and landed, firing right inside of the tentacle's claw.

Going a bit tense due to the shock, he nodded at the girl. "Praise: Good."

"Didn't hit'chya 't bad, did ah?"

"Answer: Negative." He reassured, forcing his tentacles to go faster.

She dodged them, focusing hard and firing into the center of each one. Nodding, he made his tentacles stronger, moving the weak points. Her spark hummed softly, only Soundwave being able to hear it as she concentrated harder of hitting it. Whacking her, he sternly looked down at her. "Gah... shoulda seen tha' 'a come'n."

"Statement: Red was thinking. Fact: In battle one cannot think, only fight and then hope one can find a weakness."

"Oh..." She struggled to get up, then stood up straight. "Ho-kay... nngh! 'Ere we go 'gain!" Making viper motions yet again, he slid them around. She needed to learn, and she was going to. Red didn't think this time, instead, she merely dodged, then quickly pressed her hands together, expanding the size of her energy blast. Eyeing his tentacle, she fired, hitting his sensor in it hard and squarely, sending a huge jolt rocketing through him. He gasped, a loud hissing sound, then squeezed his optics shut and smoothed his face behind his visor.

"Compliment: Good job."

Red huffed, her circuits still mending and feeling weak due to the jolts she'd also suffered. "Th-thanks..."

"Demand: Again." He commanded, wanting her to continue. Biting back a groan, she warmed up her hands and charged, then suddenly stopped. Her healing energy was stretched too thin from repairing her fried circuits and was causing some damage itself. Fighting back the urge to collapse, she tried to press forward in attack. "Command: Stop." He ordered, and brought his tentacles in. "Reason: Red is too weak."

"Ah gotta... ah gotta! Ah need press m'self... if ah don't try... ah'll nevah learn!" She argued.

"Answer: Negative." Soundwave stated, standing straight.

Holding her side, she tried to fire up her hands, then a stabbing pain made her fall to her knees. "... stupid... heal'n energy stretched 't 'th limits..." She muttered.

"Order: Must rest." Soundwave ordered.

"Okay okay... f-fine..." She flopped down into her bed, sore, and instantly fell asleep. Nodding, Soundwave stood up, ready to leave. As he turned, Red mumbled something in her sleep. "K-kick it... kick it this way..."

Freezing, he stared wide-opticed at the half-human. His spark gave a little pang, as memories flooded through his processor. Something about this girl kept bringing them up.

Flashback

Elita kicked a ball made out of scrap metal to Soundwave. It wasn't crafted by the best of cervos, but it was well built enough to play with. Soundwave kicked it back, making sure his footing was right, since Elita had just taught him how to play. The femme giggled and kicked it harder, her was of challenging him. Seeing the ball coming right towards him, he hesitated, and the ball hit him in his helm, sending him sprawling on the ground. Elita gasped. "SOUNDWAVE!" She rushed over. "Soundwave speak to me! Are you okay?!"

"Status: Ow." He mumbled, lifting himself up.

"Oh! Whew! For a click there, I thought I'd gotten you good!" She picked up the ball. "I'll try not to kick so hard."

"Fact: Elita did not kick very hard, Soundwave just caught it with his helm."

She laughed. "I don't wantchya to end up in the Infirmary!"

"Reality: Elita hit Soundwave with a ball, not a plasma blaster."

She sighed, nodding and walked back to her spot. "OKAY! READY!"

"Status: Ready."

Elita swing back her leg and kicked it, but it went flying and nearly hit two young mechs int he helm instead! "Whoops." She gulped. Soundwave was one thing, but from a distance the two could not be very kind.

"Observation: Elita hit it the wrong way." Soundwave murmured, seeing the two mechs look at them.

"SORRY!" Elita rushed over, screeching to a halt. "Yeesh! I didn't hitchya, did I?" Also walking over to the two, Soundwave lined up with Elita.

"Fact: Maybe Elita should have not kicked the ball so hard." He admitted, as the two mechs came face-to-face with them, one holding the ball.

"Uhm yeah, heh! Right!"

"I believe this is yours?" A young white-and-red mech said, tossing it to her. "You know that the 'ball' is poorly made." He informed her. "It could've given us a very terrible energon leak if hit right, or worse a dent."

"Correction: Dent is no worse than energon leak."

"Yep! Been there, done that enough times!" The tomboyish femme agreed, giggling.

"Not if your a medic-in-training. Those things are a pain to get out."

Elita smiled. "I'm Elita-1, Elita for short. And that's Soundwave!"

"Designation: Soundwave." He confirmed.

"I'm Ratchet, and this is Orion Pax." Ratchet introduced himself. The destined Prime studied the femme and mech carefully.

Elita smiled. "Hiya! I'm sorta new... you two live 'round here?"

"I live in Kaon, studying to be a Keeper of the Iacon Hall of Records." Orion told her.

"Question: Why is Orion already studying?" Soundwave inquired.

"My model was built to work in the medical field." Ratchet said.

"While I was chosen to be a Data Clerk." Orion agreed.

Looking down, Soundwave wished he had a purpose, but since he was declared a failure, his creators had given up on his gifts. Elita's grin wavered. She wasn't special at all. "Hey wanna play with us? More fun when there are four!" She held up her ball and trying to rid of the sudden forlorn mood.

"Agreement: Yes." Soundwave nodded, looking at the two.

"Sounds fun." Orion put in, though Ratchet wasn't to thrilled.

"Then c'mon!" She grabbed Orion's servo and dragged him over to a spot, then hustled over to hers. Soundwave caught Orion blushing a little, watching the femme. He shook his helm. "Objective: Catch the ball and throw it."

Elita nodded. "OKAY! ORION HELM'S UP!" She hollered, tossing him the ball.

Catching the ball, he tosses it towards Ratchet who also caught it, tossing it up and catching it in his servos again. This was a violation of sparkling safety code. He grumbled, tossing it towards Soundwave. Elita laughed, watching Soundwave catch it and caught it herself, tossing it to Orion again. Letting his hidden optics wander towards Elita, he smiled underneath his visor. Thinking that without her he would never be able to make friends at all. As long as he had Elita he didn't feel lonely anymore. He hoped that this would continue like this forever. Two unspecial bots together.

Elita looked at Soundwave, smiling brightly. Soundwave was unique, individual. One of a kind. He was so mysterious and cool. She was glad she had a friend like him. She hoped that they'd be like that forever and ever.

Soundwave tossed the ball back to Elita, and she leapt up, but missed. It went flying towards another mech who twice as tall as Elita herself with shark-like dentas. "Soundwave: Is sorry."

"My ball!" Elita quickly rushed over to retrieve it, which landed right in front of the tall mech. Scowling at the femme, he looked down with his metal-dust covered helm. Elita reached down to grab her ball. Kicking it, D-16, a miner-class Cybertronian made sure he hit the femme in the helm at the same time. "OW!" Elita fell to the ground, holding her helm, and looked in horror as a bit of energon was on her servo. "Wh-WHAT WAS THAT FOR!" She balled her servo and sprang up, despite her injury, ready for a fight.

"I missed." He lied, an evil smile on his faceplate.

"Oh, you messed with the wrong femme buster!" She drew back her fist and landed it in his chestplating, which her helm only reached to.

"More like a piece of scrap metal." He laughed, pushing her over easily, being much bigger than the femme. Elita, feeling daring, sprung right back up and tried yet again to fight. Placing a large, clawed servo on her helm, he yawned as the femme uselessly tried to attack him.

Soundwave, watching the scene, ran up to the mech, and paused in front of him. "Request: Please stop!"

Laughing at the two, he got an evil smile on his faceplate, and reared his arm back, punching Elita in the helm, sending her sprawling back. "Correction: You're a malfunction! Who taught you how to talk?! A datapad?!" He laughed again, as Ratchet ran over to help Elita.

She moaned, now having two bad dents, but pushed Ratchet away. "I'm fine!" She stood up, and attempted to march over.

Becoming enraged, Soundwave ran at the mech and leapt on him, forcing him to the ground and hitting him over and over in the faceplate, making dents and energon leaked all over his face.

"Whoa." Elita was stunned. A little bit of energon dribbled down the side of her faceplate, blue-green optics wide with shock.

"Order: Do not EVER touch Elita or any of Soundwave's friends like that again!" He yelled at him. He got off and stared down at the fallen mech, and saw he was miner-class.

Elita's shocked expression turned into a small grin. "Y-Yeah! You mess with us, you'll end up in worse condition!" She told the mech off.

Glaring up at Soundwave, D-16 stood up and brushed himself off. "I'm not done with you yet!" The mech yelled, transforming into his alt-mode and ramming into Soundwave before taking off. Flying back, Soundwave skidded down the hill they'd been playing by as a confused Orion stood, watching everything, unsure of what to do. Both mechs were his friends... whose side should he be on? Hearing the roar of an engine, Soundwave watched in stunned horror as D-16 flipped around and was headed for him again!

Elita gasped. "SOUNDWAVE LOOK OUT!" She quickly rushed down the hill, trying to beat D-16. Feeling his optics shutter, Soundwave tried to get back up, seeing that the mech was coming back for a second round. But before he could do anything... Elita dashed into D-16's way. " To get to Soundwave, you gotta go through me first!" She hollered.

Assuming Soundwave was knocked out, D-16 headed for Elita and hit into her as hard as he could, forcing her to fly into the air. Elita crashed with a clanging, metal screech, and rammed into a wall. Flying into the air, the mech transformed and landed on top of Elita. Elita grunted, having the air knocked out of her vents. "UHN!"

"I heard you like to fly?" He hissed, and picked her up by her armplating.

She glared up at the mech as he picked her up. "S-some mech you are!... p-picking on femmes..."

Smirking, D-16 flew up, and made sure the femme was right over the other mech. Just high enough to injury her slightly, not kill her. "I am a simple miner." He laughed, and let the girl go, his optics sparkling at her screams. These models thought they were so special, but he was far better then them.

Elita screamed, waving her arms frantically as she fell. "AAAAAHHHHHHHHH!" She landed hard on the ground, several new dents being made. She slowly began to struggle to her knees, her optics half-closed. She looked up at Soundwave, making sure he was okay.

Finally getting the courage, Orion walked out into the view. "D-16! Please stop this." He begged, catching the eye of the floating mech, who froze.

"O-O-Orion?" He stammered.

"Please stop hurting my friends." Orion asked calmly, and the mech looked down at the two, promising this wasn't over silently, before transforming and flying off toward the mines. He was late anyway.

Elita flopped on her side, badly hurt and one arm bent a funny way. Broken. "Ow... that beating... was tough..." She whimpered.

Seeing that the mech was gone, Soundwave clawed up, and looked at Elita. "Question: Does Elita require medical assistance?" He asked, seeing the energon and dents in her plating.

"Mhm..." She answered the visored-mech.

"Request: Assistance from Ratchet" He asked, and the mech came over, working on Elita first.

"Question: Are you okay Elita? Apology: Soundwave is sorry if he scared you." He began, trailing off at the last part. Remembering her face as he beat up Megatron.

"Actually... that was so cool! You were just all, 'in his faceplate' and you weren't scared at all! Hah! That'll be the last time he messes with us, right bud? A-ow!" She flinched as Ratchet worked on her two energon-cracked dents.

Nodding, Soundwave looks over at Orion, who was a little hurt and deep in thought. "Observation: You made the mech stop. Question: how?" He asked, and Orion's helm snapped towards him.

"D-16 is like my brother. We do everything together and have each others back. I-I'm sorry for the way he acted." Orion stammered.

"Wh-what'd he have against us? I wasn't even gonna give him a second th-thought until he hit me!" Elita groaned.

"He was placed into the mines, that is where his destiny was told, where he was told he belonged. Saying that D-16 likes his work is far below an understatement. He has become jealous that other have a better life then him." Orion explained.

Elita sighed. "I don't have a better life... I'm an orphan. I don't have any spark-parents. They died when I was a really little sparkling. All I have for family is... well... you Soundwave." She looked at the mech.

Taken aback by the statement, Soundwave looked at the femme. "Fact: My creators have given up on Soundwave. Soundwave has no one really. Soundwave does everything for himself. Elita is the first who ever cared to talk to Soundwave, and for that..." Soundwave said, speaking a lot more then usually. "Question: Does Elita wish to live with Soundwave?" He shyly asked.

Elita smiled. "I'd like that. I'd like that a whole lot."

Flashback End

Soundwave looked down at Red, who was sleeping peacefully, curled up and smiling in her sleep. His spark pounded. Just a mere look at her nowadays... every gesture, every move that she made, made him feel like never before. Why did he have this growing need to be beside her all the time? Could it be possible? Could he be falling for Red? He leaned against the wall and thought carefully. She was stubborn, yes. Feisty, indeed. But that made her seem so... so alive. He took another glance at her. For a half-fleshie youngling, she was very pretty. A fiery, stubborn, courageous warrior. Exactly like Elita-1 had been. If Orion had never been in the picture, it would probably been he who she had been spark-bonded to. Creeping into the cage, he knelt down beside her bed and gently ran a digit across her armplating. It was smooth, soft, delicate. The simple feel made him shudder slightly in longing. Then running the tip of digit through her fur, he smiled inwardly, loving how soft and sleek it was, and how brilliantly red it was also. Then, receiving a call from Megatron over his comlink, he reluctantly got up and set off, closing the cage door behind him. Soundwave knew it. He was indeed falling for her.

Red was his weakness.