Notes/ So sorry for the very long wait on this one. Holidays and work will sadly do that. Thanks again for the reviews people left for this. I'm still thankful for them, because it lets me know I should go on writing this.

Another warning for this chapter. I would consider it a bit graphic in parts. Descriptions of a pretty violent accident scene, and the like.

Any concern the Autobots may have had about traps and trickery, could well be dismissed within seconds of stepping through the ground bridge. It was still before down, and the three bots stood for a second or two in the darkness of a wide open space little with rock and metal fragments, that reflected slightly under the beams of their lights. On the hand held tracker Arcee held in front of her, the one life signal they'd followed from the base still flashed and blinked. It was close, maybe a handful of paces away. And it was clearly fading faster now.

Arcee took another step forward, away from the place the bridge had been a second before. She pulled her foot back up in shock, before it hit the ground. In the beam of her light, she confirmed that she had indeed nearly stepped right on a Cybertronian hand. She shivered once involuntarily, before bending to retrieve the thing.

"Uh… Ratchet…?" she called over the darkness. Arcee held the hand up, and studied it for a second herself. It was slim, long fingered, nearly intact entirely. Clearly it had been snapped away from an arm, cleanly at the top of the wrist joint. Wires at the top of the shattered joint sparked weakly as connections died.

"Hold onto that, Arcee," Ratchet called back from several paces away from her. He turned so that he could use his lights to see what she had found. "Store it in your compartment for now. If anyone finds anymore limbs or parts keep them too. I'll need those."

Arcee could not help but cringe just a bit, at the casual and calm collected tone with which the old medic referred to the retrieval of body parts. She cringed again, and this time slightly more so, when she saw that beside her, Bumblebee had found the arm that the hand had been torn off of. The arm was torn from a body at about the shoulder joint, and it was broken and twisted, hanging bent backwards in his hand. The small yellow bot stored the thing in his own compartment without so much as a shiver, and reached out to take the hand as well.

"I need more light over here." Ratchet's urgent call from nearby made both of the younger bots turn quickly in the direction of his voice.

Ratchet was kneeling on the ground close to a battered bot, they barely recognized as Soundwave. The left arm was gone entirely, safely stored in Bumblebee's storage compartment. But every one of the three remaining limbs were battered and broken. Each one rested at horrible unnatural angles and bent in places that limbs were simply never intended to bend. His chest-plate was shattered into pieces. Most of it still sat attached the frame underneath, while the rest of it lay scattered around in black and purple metal shards of varying sizes. A pool of his spilled energon had spread over the ground, and it's faint blue glow illuminated the whole mess in a way that would easily make most bots shudder. A good amount of it was underneath the practically destroyed bot, but the rest had spread out almost evenly, leaving drops of it all around his fallen form. The bot lay face up on the ground, but still from that position it was clear that his wings, pressed against the ground and under his weight, were little more than a shattered mess of torn and twisted metal.

The old medic looked up for a second, shaking his head with uncertainty as Arcee sat beside him and held a bright emergency light she'd been carrying in her compartment. They all knew without any discussion at all, that it didn't look good. The damaged Decepticon was still alive. That much was obvious – his entire body shook almost violently, probably from severe shock to his systems. But there was little sign of life at all aside from that.

"Hey. Can you hear me?" Ratchet spoke to more than likely dying bot, in tone of calm urgency, and that showed just how little at that point, faction mattered. "If you can hear me, I need you to squeeze my fingertips just a little bit. I know that arm is broken, but you need to move your hand just a tiny bit."

When there was no response at all, and not even a slight attempt to follow his directions, Ratchet looked to his two teammates with another shake of his head. His face-plate bore a sad expression as he mumbled almost to himself, "It's still not clear if he's completely unresponsive, or just entirely uncooperative."

Arcee heard the sound of some strange metallic scrapping somewhere behind her, and she only tuned it out as she knelt on the smooth surface beneath her, holding the light as steady as she could with a hand that she forced to stay still. The scrapping kept up, behind her and a ways back. She wondered if she should give the strange and somehow terrible noise any concern. But her thoughts were far more passive then she knew on some level they should have been, and she went on ignoring it. She watched Ratchet and 'Bee, as they worked to wrap binding mesh over Soundwave's crushed and shattered chest-plate. Energon covered both of their hands by now, clearly neither was bothered abut it. If the damaged 'con was aware, at least a little, he was not exactly giving any resistance, even if he was not exactly co-operating either.

"He was shot down in flight," Bumblebee said. The poor young bot was holding up fine at first glance, and his hands held steady to the wrappings he was holding in place. But the look on his face, barely visible in the beam of Arcee's hand-held light, showed a bot ready to break at the reality of something that horrible.

Knockout's earlier comment about how it sounded as though the 'con had fallen right out of the sky, hit home as Arcee surveyed the pattern of the energon spread over the ground. Just the understanding that someone had done this to one of their own, to a commanding officer no-less, made her fuel tank flip, as she struggled to hold the light.

"Ratchet, will he survive?" Arcee questioned. She kept her voice quiet, worried for the slight chance that Soundwave could indeed hear and understand her question. She didn't want to point any fingers or jump to any conclusions, but she had already formed a fair guess as to who had done this. If he lived, she could only hope he would eventually confirm or deny her best guess.

The old medic mumbled his uncertainty without looking up. He had placed his fingertips against Soundwave's palm again and urgently repeated his direction to squeeze his fingers. This time the damaged bot's hand moved a little, and he so clearly tried to comply. The sound of metallic scraping was still as present as ever, and Arcee finally turned to look for the noise. She had clued in that it meant something.

"Laserbeak," Arcee mumbled her understanding, as she turned to find the source of the metal scrapping on metal sound, while still holding the light where Ratchet needed it.

The sudden realization, of a possible second patient made the old medic glance around carefully and quickly while he went on working. He couldn't take his hands away from the shattered chest-plate at that second, but he did quickly issue an order to Arcee. "Set the light down there so it shines in this direction. I need you to go and get her."

Soundwave's small bird symbiont had landed hard, some distance from her carrier. The small creature lay on the ground, flipped awkwardly so that two small feet struggled in the air, while one wing, visibly broken and half torn away from the little frame, shuddered against the metal of the ground helplessly, The remaining wing, not visibly damaged at all, made halfhearted and barely coordinated motions that may have been a confused attempt at flight without lift off. Her paint was scratched badly and a little stream of energon ran from a gash across the underside. But aside from that and the busted wing, the damages appeared minimal.

It stood to reason that the symbiont had been securely docked against Soundwave until she was ejected close to the ground, either in a deliberate hope for her safety or simply by chance. Whatever the case, it was the simple fact that she was not sill docked on impact with ground that meant she wasn't offline.

That tiny thing, when free flying and working with a high degree of independence, had all but taken out the entire Autobot communications network more than once. She'd been caught on more than a couple of occasions inside installations on both Cybertron and on Earth, flying away before there was a hope of taking her captive, and even then only after a usually successful intel grab. Laserbeak was armed with her own weapons systems, and well known for rapid firing of energy bursts. But a small bot generally meant small weapons, and hers had never been known for doing any great damage to a full sized bot. The worst known sneak attack on an Autobot base, had once resulted in a couple of bots knocked off their feet and a few minor injuries. But still it was known wise to consider her a proud Decepticon in her own right, and far from a simple mindless animal.

Under far more typical circumstances, Arcee may well have relished the perfect opportunity she had before her, to pound the tiniest of the 'cons into scrap metal. But the situation was different now. Instead she lifted the creature from the ground, and sat for a moment with the little thing beginning to tremble from the onset of her own system shock. Arcee held the shattered wing against the side of the small metal body, stabilizing it as well as she could, while a pair of tiny red optics looked at her wide with shock and terror. Arcee turned back to Ratchet and saw him still working urgently with a patient that was now starting to move a bit more. His slight, weak movements, looked if anything, like some pathetic and confused attempt to get up.

"How's it looking?" her question was simple and quick.

"It's not good." The old medic's reply was fast. To the point. "He might live. He might not. I need to get him back to the base as soon as I can get his condition stabilized for transport. I need to get him to a proper medbay if he's going have any chance at all."

Arcee gestured with her optics and a nod of her head toward the tiny symbiont she held steady in her hands. "Wing is busted. Bleeding energon a bit. But it looks like this one will live."

"Hand her to me." Ratchet extended his hands to carefully take the creature from his teammate. He mumbled, thinking aloud, "there's no way to dock her at this point. Not given the damage to the front of his body." After a second of appearing to debate it with himself, Ratchet gently set the little Decepticon, on top of Soundwave's body, just below the point of damage to his chest-plate. Immediately the little creature's wide optics narrowed a little and she let her head drop to rest, with her body flattering a little and her one useful wing no longer flapping.

"Ratchet," said Bumblebee, who now had the task of operating the portable scanner. He held it in his hand and looked nervous. The pitiful movement from the broken bot had stopped entirely. "Looks like he's just completely lost consciousness again."

The old medic reached quickly for the scanner. A second later, he said still calmly, "You're right. He's down for the count now. Still alive, just out."

Ratchet reached over half a second later, to place a now dirty hand on the young bot's shoulder, while the kid sat on the ground staring with a look of disbelieving shock at his own energon stained hands. "It's for the best actually, 'Bee. Trust me. We never want to be be faced with moving a conscious bot with so many shattered limbs and totaled flight gear, if we can help it."

"Are we… ready to transport?" The young bot was clearly getting shaky again, but he was still fine and sitting on the ground waiting for direction.

"Yeah. We've gotta go before he destabilizes again," Ratchet ws giving instructions in seconds, thinking his usual several steps ahead as he did so. "Arcee, call Knockout for a ground-bridge. And give him a heads up on this mess. I'm not sure he and Soundwave were ever friends exactly, but he'll know more than we do about this follow, and I might just need his insight."

"What do we do with Laserbeak?" Arcee questioned quickly, while she activated her commlink at the same time.

"I'm leaving her be for transport back. She's powered herself down right on top of her master. Works for me."

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Arcee and Knockout were on top of the recharge station that had clearly become collectively theirs at some recent point. Knockout lay flat, somewhat awkwardly holding a datapad of photofiles in his good hand and just managing to still flip pages with one fingertip. Arcee sat between the wall and the left side of his frame, holding the other of his arms in both of her hands. Gently, and working slowly, she bent and straightened it at the elbow joint a few times. She knew the joint and limb held far less tension when it bent easily, and she knew that far less tension was precisely what she was aiming for. Arcee moved on to the lower arm then, turning the wrist slowly, carefully. That was far less effort since Knockout could move it himself fairly well and he did most of the work himself as she simply helped him a bit.

She looked up for a moment and laughed with him over some of the photographs.

They'd both seen that same pad before, Arcee more than once. But she'd found some time that morning to reformat and add a pile of new pictures passed along by Miko at some point, toward the end of the meet up back on Earth.

Still chuckling over some silly picture of Bulkhead holding Agent Fowler's brand new car in the air in both hands, in order to inspect its undercarriage, Arcee gently turned Knockout's arm over then shifted so that she could let it rest on her folded knees. She inspected the seems of his body armor and checked the slightly visible wiring showing underneath. A visibly bent and badly twisted wire between the upper and lower arm caught her notice quickly and she very carefully snagged the wire between the tips of her finger and worked the kink it in free.

"You okay?" she asked calmly, when an expression of slight pain momentarily crossed his face-plate.

"Yeah. That feels much better now." Knockout smiled his assurance, telling her with only that expression, that she was fine to continue on, and he flipped to the next image, which she peeked up at for a second.

"My body is so fragged up tonight," Knockout said, frowning a little as he looked away from the datapad and up at her.

Arcee nodded sympathetic agreement, as she rubbed a hand with firm but still gentle pressure over the elbow joint, trying to relieve more of the tension on the joint and limb. The leg and foot had been in an even worse state.

Because the red bot's left limbs were so immobile, they were constantly prone of stiffness and badly kinked wiring. The nightly process of bending and unbending limbs, the straightening and loosening of wiring, and inspection of unseen but potentially serious damages, had been taken over by Arcee as soon as she had convinced Ratchet she had watched him do it for long enough and was confidant in taking on the task. Knockout had commented more than once, that her small hands were clearly better suited to the job in any case. Arcee had assumed just as often that he was taking every advantage of a well placed chance be mercilessly flirtatious with her through his comments.

"Should we keep that arm propped up on a pillow tonight?" she questioned, already reaching for one stored beside the recharge station for just such use. "Propping it up a bit should help with a bit of energon flow." When he nodded his agreement, she climbled off the recharge station so that she could get him positioned comfortablly. Then she finally walked around to climb onto the other side, so that she could lay close beside him and join him in looking at the photo files. She took the datapad from him, and held it for them, but he continued flipping through the pages.

"Oh, well I should have suspected Miko would manage to catch me on that camera phone of hers at least once" Knockout said laughing, when he flipped to the next image on the pad. They both stared for a long moment at an image of him somewhere inside Earth base. He was standing up, caught in a perfect moment, balancing his wight on his left leg, while the right steered him in a spin to the side. His energon staff sat perfectly, held in both of his outstretched hands as he practiced the motions of a blocking move. He had clearly been practicing one day in the training gym, when Miko had crept in unseen and snapped that picture.

"What are you thinking about?" Arcee asked quietly when Knockout fell silent, and his laughter died away. His optics moved in the direction of the old weapon, that now took up a place leaning against a shelving unit in the corner. Arcee had begun the process of slowiy moving her things into his room from hers days before, and sometime in the chaos of moving, the old energon weapon of his had been stored over there simply for lack of anywhere to put it.

He looked back at her again, shaking his head a little. He gave a slight smile that looked a little bit forced. But he stayed quiet.

"A bit sad to see pictures of yourself from before….?" Arcee started to question with sudden understanding.

Knockout nodded slightly, surprising her because she thought he would only deny it entirely. "Maybe a bit. Mostly it just seems strange actually. It just feels like it was so long ago that I was..."

"It's been about four Earth months since your malfunction," Arcee pointed out. "Funny that to you it feels like forever. To me it was so recent."

"You still think in Earth time," Knockout observed. He laughed a little again as he changed the subject completely.

Arcee nodded. "I suppose I do. I was there for so long, I guess I started thinking in Earth time one day and I never really stopped."

The two of them lay together on the recharge station for a while longer, flipping through the datapad, laughing, remembering the stories behind the photos in each of the files. Arcee held the pad, and for the most part she flipped the pages. But finally Knockout reached up with his functional hand, and for a while he tried flipping through the files. When they came to the past page, he went backwards, starting again at the first image in the pad, laughing with her over photos taken of his teammates, and their human partners, before he was even part of the team.

"Miko took most of these, correct?" Knockout asked. "She isn't in many of them."

"Mostly yes. Raf took a few of them I think."

"Ah. Well he must have taken this one."

Knockout stopped his page flipping, on the one known existing photo of Optimus Prime, sitting down somewhere inside Earth base, with Miko sitting in one of his hands and grinning. They had both seem that picture before. But Knockout had apparently not noticed it last time he was quickly pages through the pad while distracted by other things at the same time. Because he appeared to really take notice of it for the first time.

"She made him look so much bigger..." Knockout laughed. But his face was serious at the same time.

"The humans made us all look huge," Arcee replied. She had always before thought of humans as tiny and her own kind as typical in size. A sudden, new twist on that perspective made her laugh a little.

"What do you suppose Prime would think of us now?" Knockout asked. His expression was serious and his question entirely unexpected.

"I think..." Arcee considered a moment, choosing her words slowly and finding the truth in them as she did so. "I think… I know, he'd be glad that we got to be happy. I think you in particular would have made him proud."

"Me?" Knockout's surprise was real and genuine as he blinked at her in disbelief.

"Yes you," Arcee grinned as she set the datapad aside, on a little table beside the recharge station. "Knockout, do you not realize how far you've come? When you first come over to us, you barely said a word to anyone. And when you did, it was usually awkward as anything. You looked so scared all the time, and panicked over your paint so much more than you ever did as a 'con. I understand now that you probably just so desperately needed something real to hide behind. It was so hard for anyone to trust you. I guess that's a given. But it was so sadly obvious you trusted any of us far less even."

"I was pretty messed up back then," Knockout admitted. He let his gaze drop away from hers for second, but she held her own steady until he looked back at her again.

"You even have a human now, back on Earth, who counts you as a friend. That's a huge thing, considering..."

"I think you're right."

"Have you seen Soundwave yet?" Arcee questioned, resting her head against Knockout's chest panel, and looking up somewhat awkwardly, yet still comfortable, to continue looking him in the optics.

"I did," he answered. His expression turned even more serious. Almost sad. But he went on speaking calmly in any case. "I went to check in on him while you and Bulkhead were moving some of your things. He's in complete medically induced power down. I suppose he will be for days. And Ratchet has him restrained for safety. Although I doubt he'll be moving much anyway even if he were awake. His entire frame is just completely busted up. I… I've seen him of course in my own medbay while we served together on the warship. It would always just be simple routine things… A broken hand once, a couple of worn out joints, a bent wing tip… He was never one for conversation, but I'd fix him up. He'd let me work, and I'd release him back to his business. But for someone to manage to scrap him like that… Autobots never managed to take out Soundwave. To understand that one of his own faction finally did…"

Arcee cringed all over again, and she almost regretted for both their sakes that she had mentioned it at all. But she understood all the same that she needed to give him an opening in which to talk about it if he wanted to, and he clearly was not unwanting of the conversation himself.

"You say he was never one for conversation," she said, letting the talk drift in a slightly lighter, yet still important direction. "Can he talk much in the first place?" If he could and ever did, that was news to her.

But Knockout gave a single loud chuckle and answered casually, "of course he can." His optics turned thoughtful, and a moment later he explained. "He talks more than you would think, which granted is still not much. An actual conversation? I'm pretty sure most new arrivals to the ship had the brilliant idea at first that they might be the one to have a real conversation with him in the recreation room during time off duty. Primus knows, I once tired it myself. So did Breakdown. He'd only nod his head a little for a minute at most and then simply wander away to sit across the room by himself."

"Sounds both creepy, and a bit sad..."

"Very much. You know, at some point while repairing him, Ratchet took Soundwave's face shield off. Understandable obviously from a medical perspective. I'd have done the very same, especially if I thought it could be hiding further damage. He's leaving it off for now, just kinda tossed on top of a work table. I advised him to put it back on as soon as medically safe to. He agreed to do so."

After a moment he continued on. The look he gave her had turned to one of almost disbelief. "Soundwave a pit fighter once, in the arenas of Kaon. That of course is pretty common knowledge. But for a while there was talk flying around the Nemesis. Starscream may have been the first to start it, knowing him and his big mouth and love of blabbing about irrelevant and personal information. In any case, bots were talking one day about the idea that Soundwave's face-plate may have been almost completely melted by some opponent illegally fitted with some kind of heat gun. That may have been one of few fights he lost."

"Do… you think it's true?" Arcee questioned with dread, and already sadly certainly she could guess the answer.

Knockout considered a second and then said quietly, "Stories fly around, and they do tend to get bigger over the centuries. It is plainly obvious though that something certainly happened to him once and yeah, the damage is pretty bad. Granted such a think may well be fixable, at least to a good extent, and had he ever bothered to have me assess the situation…"

"The scene out there last night… It looked like someone shot him down, right out of the air…"

"Starscream," Knockout reasoned. He pulled Arcee closer against him with his good arm, and went on holding her as he continued. "Too early to point any fingers in definite accusation, but I would be well past shocked if it turned out to have been anyone else."

"I believe most of us agree with you on that." Arcee answered. "It was never any secret even to the Autobot side, just how much Starscream hates Soundwave. If Soundwave were to refuse to follow him as a new leader… You say he can talk when he wants to. Do you suppose he spoke up and gave him the business?"

"It's hard to say with him. With either one of them."

"Knockout, are you okay with all this? I know you two were probably not exactly friends. But still you served together on the Nemesis. You know him better than any of us ever will. And to see a him step away from going offline..."

"I'm fine," Knockout's sudden smile was just barely visible in the darkened room. His hand pressed against Arcee's back panel slightly in assurance of his words.

"Ratchet has been putting you closer to the wall, these last few nights" Arcee changed the subject with an observation. She grinned at him in the dark.

"He knows you need room on here too. Though sooner than later I only hope I can move over on my own."

"You will. I know right now you're kinda stuck where you're put, but you're getting stronger."

"I held myself up sitting today!"

Hearing that, Arcee smiled brighter. Then she almost frowned for a second and instead went on smiling at him. Most of the time, she helped Ratchet with Knockout's daily rehabilitation sessions. But that evening the session had been a shorter one than most because of Soundwave's high needs, and she had been busy with last of the arranging in the new living space. She felt sorry for having missed out on being part of his newest accomplishment.

"I can't come close to pulling myself up or anything like that," Knockout explained. He looked proud of himself nevertheless. "But to have been able to find my balance when pulled forward on a bench, and sit upright like that for almost a minute without needing harness straps, or leaning so badly against a wall… Ratchet thinks I can learn to sit up just fine. Someday I may not need the safety harness to drive the cart..."

"Your reach would improve too, if you could hold yourself up and learn forward on it."

"Very much so. Plus, just to be able to sit up on the recharge station… to pull myself up eventually, and to be more than just dead weight whenever I'm moved. If I can be honest Arcee, I'm getting used to the idea of never walking again, and never having a good left arm. It's hard yes, but I think I can learn to accept it. I just can't deal well with feeling like little more than just dead waight against…"

Arcee listened, waiting for him to continue, and letting him speak. But even after several seconds he said no more. His words died in the air, unfinished.

"I'm listening," she said, encouraging him. Understanding that he must have become sad again.

"Yellow," he mumbled suddenly out of nowhere. "I think the truck was yellow."

"What?" Arcee questioned in momentary confusion. She felt his arm loosen it's hold on her and then it slid off her back panel, to make a little thump against the recharge station. She sat herself up fast. "Knockout!"

"Mighta been blue..." Knockout said nonsensically. His optics were half closed and badly out of focus. "Now that'd make a pretty color for the radiator fan… oh come on. We're gonna be late..."

"Knockout," Arcee said again. Hearing his name, he stopped his senseless mumbling and his optics opened wider for a second, in which he stared at her in recognition.

"It's alright," she said, calmly as a sadly ever growing collection of past experiences came to mind, as well as Ratchet's instruction on the situation. She saw the sadly familiar instinctive panic he showed every time flash in his optics. "You're going into reboot. You're fine."

"I don't want to… Ar...cee… I don't want..." Knockout mumbled, barely coherent, and while he lost focus again.

"Shh. I'm here. I'm here." Arcee gently rubbed a hand against his shoulder panel, determined to keep him calm. She was sure that lately, each time she had personally seen one of his random reboots, the level of fear shown in his optics looked just a bit worse.

She was ready to offer more spoken reassurances, but Knockout had lost consciousness entirely before she could speak again. So she simply sat up on the recharge station, her hand resting lightly against his shoulder panel and watching cautiously, just as past experience had taught her. It took a couple of still and silent minutes, but his optics slowly blinked again before they opened in a look of confusion and then showed realization and finally displeasure.

"You okay?" Arcee questioned quietly. She payed close attention to his optics.

"Mmhmm." Knockout nodded slowly. He smiled his assurance to her, but he didn't look or sound so well.

"I should probably comm Ratchet."

"No no, don't." This time he spoke clearly and his optics looked back at hers. "He's got a critical patient to worry about. We don't need to bother him over this."

"Alright." Arcee only relented because she knew his point was a fair one, and he was quickly looking better. "But we are keeping a mental note of this."

Knockout nodded again. A second later he was reaching out with his right hand, motioning for her to lay back down herself, and obviously in need of recharge. Arcee understood that he was fine, albeit more than a bit upset emotionally. She lay back down beside him, and he moved to reach for her again.

He fall into sound recharge quickly. Obviously unable to have avoided it had he been trying. But Arcee remained wide awake, just holding him while he rested. It bothered her that after so long, Knockout was still randomly going into reboots. She might have succeeded in putting the worry over it out of her mind, if not for the fact that the problem was becoming more frequent instead of less so, as she would have assumed could be expected.

She knew that Knockout worried too. He had refused to mention even half of the incidents to Ratchet. But she knew that if the old medic was only aware of just how bad the problem was, he might just be more concerned than he was. Watching her soon to be mate recharging, Arcee made up her mind to speak with the old medic in the morning, no matter if Knockout resented her for it or not.

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Soundwave woke up, to find himself laying in a medical bay that he didn't recognize. Confusion clouded his processor and he forced himself to think, reason, backtrack mentally, searching his processor, trying to remember. He was acutely aware of steady burning pain spreading across his wings, and out from the front of his chest-plate, and just as conscious of his limbs throbbing in terrible discomfort. Soundwave slowly tried to move, mindful that he was quite obviously injured, and determined to sit up in any case and look around. It was then he discovered he was unable to move. A flash of fear coursed through him then, and he forced it aside and tried to move again. Struggling harder he understood the resistance of heavy medical restraints cuffs that bound his lower arms and lower legs against whatever surface he was laying on.

There was brief flash of fear then, quickly pushed aside and replaced instead of anger, then seething rage. He caught himself after a moment, and calling upon centuries of self discipline, he reigned his emotions in quickly gave up his struggling. He was clearly injured and obviously badly. He knew a struggle could only make things worse. He thought back again, sorting through his processor, willing more memories back to him. He remembered waking up briefly, laying on the ground somewhere. He remembered voices and footsteps, and finally managing to see through his face shield. His vision had been badly blurred, and his head had felt like scraplets were gnawing at its contents. But he had finally caught a decent glimpse of the Autobot medic, and one more of the 'bots. The voices had told him there was at least one more somewhere unseen.

Soundwave understood that he had quite obviously been captured by the Autobots and dragged back to their base. He tugged once more at the restraints, and looked through his face shield at the Autobot symbol pointed on a wall above a cabinet across the room.

Movement across the room, and at the very edge of his field of vision, caught his attention, and he turned his head the small amount in order to see more. His optics barely caught sight of a familiar red painted bot, and Soundwave recognized his own very mixed emotions, all in a single moment. He recognized Knockout at once, of course. It was relief at first, at simply seeing a fellow Decepticon who might just intend to free him from his predicament. But the relief turned immediately to dread as he remembered that Knockout had defected. He wondered before if the red bot had truly been serious, or if he'd gone and lost his mind. Suddenly the question of Knockout's true loyalties mattered to him directly. Soundwave remembered with a sinking spark, that Knockout had more than once filled the role of interrogator for the 'cons. It had obviously been a strange role for a medic to fill. But he'd held a reputation for being very good at it.

"Well good morning, sleepy," the red painted defector said, still across the room. Soundwave would have recognized his voice, even had he not been the only other bot in the room. Knockout gave a slight laugh that sounded almost… friendly.

The red bot came fully into view, in another second he was beside the repair table Soundwave was restrained to. He was sitting on some odd wheeled machine, which was obviously motorized, and with a flat trey mounted to it to in front of it's right-hand side. On the tray were a long measuring stick, a single data pad and one balled up sanitizing rag. Soundwave blinked at the collection of items, confused and seeing no sense or logic to any of them. He blinked again when he noticed the straps and secure clips that held the red bot against the back of the machine's seat. He was strapped in tightly by over the shoulder harnesses and a belt over his lap.

"I think we better wait a while before you get your damage report," Knockout's red optics showed a strange amount of compassion, and perhaps even empathy. "It was… bad. Laserbeak fared far better." Knockout gestured with his optics and a slight wave of his right hand, toward a low cabinet, on top of which the little metal bird had fallen into recharge. "Quite a strange place to recharge I should think. But I suppose a good a place as any for him… her?"

When Soundwave struggled again against the restraints that held him, ignoring the shooting pains through his limbs that the hard struggling caused, Knockout rolled the wheeled contraption forward and closer. He reached out, bringing his right hand close to Soundwave's shoulder panel. But he didn't bring his hand quite close enough to actually touch him.

"Please don't do that," the red bot said. "You've been through many hours of major repairs and your body's systems are handling the rest, but your condition is still far from great. A couple of the Autobots will want to question you soon enough,". His expression was far more serious now. "It sounds like no one wants to keep you in the restraints once it can be established that you won't harm anyone here. Your status apparently is not that of a prisoner exactly, as it stands now. The Autobots want to offer you protection… I was asked by more than one, if I thought you may give willing co-operation. I said that I honestly have no idea…." He stopped speaking then, and gave a questioning look.

"Co-operation with Autobot enemies? Notion inconceivable," Soundwave said, He spoke slowly, thinking over every word carefully.

Soundwave had never said a word to the medic in the many years they had served together. But he saw no option now other than to communicate in words. Knockout's mouth dropped open, and then snapped shut again, and his optics bore a look of what could only have been complete and utter shock at hearing him speak.

"The Autobots are not your enemies anymore," he said, in a tone of calm seriousness. His hand stayed where it was, close to his shoulder panel, yet respectful of his dislike any physical contact beyond absolute necessity. His other hand, the left one, just rested still as awkwardly on the machine's control switch while the arm sat oddly still on the side of the machine's frame. Knockout went on speaking, perhaps unaware of being assessed by Soundwave's hidden optics. "You may well be in far more danger from your own side now than you ever would from any Autobot. We don't know if you remember anything or not. But you were shot straight out of the sky. The bots that bridged out to retrieve you had little trouble working that one out. It was a Decepticon, a member of your own team, that did that."

Behind his face shield, Soundwave lowered his optics. As he willed it and reflected, more of his memory came to him. He recalled flying, or trying to, as his engine stalled and sputtered. He recalled that he had been chased by a flyer coming fast behind him, and that he had dropped altitude rapidly, banking to the left and had still been unable to avoid the shot from the perusing alt mode's long range blaster. He remembered the spark sinking dread of understanding that the perusing flier was simply much better and faster than him in the air, and how that suddenly mattered to him greatly. The memories, once he had willed them forward, were not so easy to turn off again. He cringed and shuddered for a moment against the surface of the repair table he was held restrained to, as a vivid memory of the impact of a blast striking from behind, flashed across his processor.

He felt his own weakness as he trembled a moment longer against his will, and unable to stop himself. But for that moment he could recall the heat of the blast as it ripped through layers of his paint and then the frame beneath. He felt his engine stall and sputter like he was back in the moment, and he felt his still recovering body jolt a second as though trying to catch himself mid fall from the sky.

Soundwave reigned his emotions in as rapidly as he possibly could, and forced himself to stop his trembling. Behind the face shield he blinked his optics several times until he was entirely present back in the medbay and in the current moment. But although reigning himself in like that had taken only a moment, it was to him, a moment too long. By the time he had stopped blinking back the flashes of memory, and refocused his optics again, Knockout was staring at him with a strange look on his face-plate.

"I still remember terrible things too," the red bot said. He sounded as though he actually cared… understood… related. "If only you knew just how much of a mess I spent so many days in at first… How often I still wake up from recharge just..." Knockout's optics never broke from their compassionate and understanding focus. He was silent for a second before he finished his statement with, "I can only tell you to remember, you should never feel shame for remembering, reacting, feeling."

Soundwave looked again at Knockout's machine and his optics focused far more on the harnesses straps. For whatever reason he might have been sitting on such a contraption, the seemingly excessive straps somehow just looked wrong to him. It had already become clear that the bot's left arm and hand had little function. And it was perfectly logical to assume he was obviously incapable of walking, simply based of his use of the contraption he was sitting on. Looking over the machine's harness system again though, he realized with somewhat horrified disbelief that the bot could clearly not even fully hold himself up unsupported by the seat back behind him and securely strapped in like that.

"Knockout… Damage sustained?" Soundwave questioned. He had never been one for conversation. Never considered himself to be any good at it, nor did had he any desire at all to learn. He had long been more than content to go on for entire years or even a decade at a time without a single spoken word to anyone. He used spoken words so infrequently in fact, that use of his vocalizer functions, and the formation of a logically structured sentence, took a fair amount of conscious thought.

The red bot slowly nodded confirmation. For a moment he appeared to silently consider. More than likely, he was thinking about exactly to explain, and how much to say. "I nearly died not so long ago." His expression was serious, calm, and almost sad. "Processor failure caused by random rapid glitches. There was so much I lost. I'm maybe fifty-seven percent physically functional. I've realized recently just how thankful I am that it wasn't even worse, because I know it could have been. I may have lost any means of speaking. I could have been left with a mind near that of a small child..."

"Most reasonable course of action – leave you to die." Soundwave's tone was emotionless, direct and to the point.

Knockout should be dead. In Soundwave's mind, he should have simply been left to die somewhere for such a malfunction. He reasoned that the Autobot medic had saved him, and he wanted to reason that doing so had been wrong. In his mind, it was at best a drain on resources to care for a bot who would likely remain forever disabled like that. It was, at worst, he might have reasoned, simply not ethical to keep a bot alive when he could not even hold himself up. Had such a situation happened on board the warship, Soundwave would have been among the first to decide quickly that Knockout would only suffer and proclaim it best to let him die. But looking at him now, watching as he backed the machine up a little, his hand working the control efficiently despite the awkwardness of it, and watching him grin suddenly at his own thankfulness at living, he felt a hint of doubt over his almost instinctive and well programmed first impression.

"Reasonable for a Decepticon, yes." Knockout rolled the machine back and forth a bit, for probably no real reason at all. "Autobots just don't do things that way."

"Ratchet was without spark, to leave to continue in a broken body." Soundwave pressed his point, letting himself feel his frustration about it, if even the emotion remained perfectly hidden from the other bot. He knew he was arguing a point he had been taught to believe was valid and right. But all the while, even as he spoke the words out loud, he questioned it more and more.

"I think you're wrong," Knockout said. He answered quickly, not missing a beat, though he must have been shocked by the bluntness of the statement, and perhaps rightly so. He stopped his rolling of the cart back and forth and sat still, looking intently at Soundwave's face shield.

"I wanted to die at first," he said, speaking slowly. Clearly he was taking great care in choosing his words – a skill he had so obviously lacked on board the warship, where he had had a constant tendency of blurting out the first bit of nonsense that came to his mind. "I remember waking up one day to realize I could hardly move, left and right, up and down made no sense. Everything hurt so bad I wanted to scream, and I think I probably did at some point. I think I might have blocked part of the memory of that out. And that fragging old medic decided than was a great moment to see just how far I could reach up, which limbs might function, which might not, if fingers would bend, and feet could move. I work up sometime later and the old bot was on the same sort of track. This time he wanted me to keep my optics open, to focus see more than just flashing lights and blurry outlines of motion. To stay awake and hear about my condition and comprehend the reality of it all. All while I wished I could drift back off and never wake back up again. I understand by now of course that it was that early effort and determination that saved me, far more than just the attempts at repairs that most other medics would have said were impossible, or just not worth it."

Soundwave listened not just to Knockout's words, but to the tone is his voice. He paid close attention to the look in his optics. He saw it Knockout's expression, a kind of admiration for the old Autobot medic. He understood than that the younger bot, once known only for his arrogance and behavior that so often went beyond obnoxious, had found someone in his own field to look up to, to learn from, where he once so clearly thought he knew all there was to know about his own work. Soundwave knew also that he himself had a lot to think about.