Notes/ Another chapter I'm not exactly satisfied with. I edited and re-edited trying to get something I at least mostly liked and this ended up being my best – at least I don't hate it- version. Gotta love those times when ideas just don't translate into written words as well as they flow in your head.

Someone asked in a review about the timeline of this overall story, asking it seems about the timing of this, in relation to 'Predicons Rising.' I hinted at that a tiny bit, but probably not in a way that was very obvious. To give a bit more of a clear timeline here (which I know I should have in the first place,) the building site collapse would have happened several months after the end of the movie. Then Knockout's processor failure only a couple of months after that. The last couple chapters are four months later. That would be still only be about a year. So yeah, Miko would still be in high school. Hopefully that makes some sense to someone, lol.

Soundwave had been locked up a cell within the Autobots' brig, which he knew from both his past recon work and his own current observations, was on the basement level of the base. He knew there were very likely four cells in total and then that all lined one wall toward a point where a passageway turned a corner. He knew that he was in the cell closest to the front of the row, with the lift a surprisingly short distance away, on the other side of the passage.

The tiny room he occupied was surprisingly not so tortuously uncomfortable as he may have imaged such place should be. A narrow bench hardly wide enough for his body, was the only surface provided to recharge on top of, but it had been fitted with a reasonably thick and heavy sleeping pad. Another wall, or part of it, contained a shelf mounted to the plain gray wall at around chest height, with heavy brackets, and on the shelf he had found a decent collection of various datapads of reading material. Across of the narrow bench, a set of think bars made allowed a view through them of the lift doors, of a usually empty hallway and a bare gray wall beyond the bars. A flat screen monitor was mounted in a corner, a ways from the wall, over the foot of the bench. And Laserbeak had clearly come to favor the top of the blank monitor for her perch.

Sitting on the edge of the narrow bench, Soundwave extended a hand, palm down. Laserbeak, who had been watching him from the monitor edge, with small crimson optics barely blinking, leapt lightly from her makeshift perch and flew the short distance to him at once. Wrapping her feet around the top of her master's wrist, gently, the bird flapped her wings a couple of times, and then sat with them both still extended, twitching and flicking restlessly. Trough the telepathic connection he held with her, Soundwave could all too clearly sense his symbiont's unease and discontent. Watching the flicking and fluttering motions she made only served to confirm exactly what he felt from her.

Laserbeak – your observations and situational analysis? Soundwave asked silently of the little creature, communicating only through their telepathic connection.

Our holding cell occupies the North-East corner of the Atuobot facility. Past recon places it beyond the inner wall of the blaster range and training gym, usually empty or occupied by one to two Autobots. Directly above us is typically unoccupied space used only for storage. Laserbeak began explaining. The much smaller voice of her own mind was calm, though her wings continued to betray her state of unusual anxiety. The storage room is directly adjacent the office belonging to the medical officer. That small office contains one of the two master switches for the locking mechanisms to the brig doors. As far as I can gather either of the two will work alone, and that one is the simplest to reach.

Purpose of that specific information…?Soundwave began to question, and was about to project his next line of silent words to her. But he stopped when he saw the little gray bird's optics cast toward the monitor from which she had flown down to him. He sent a small wave of silent amused laughter, when he noticed the air vent for the first time, half hidden and obscured by the monitor. You mean to fly into the ventilation shaft. Reach the master switch..."

I could do it easily, Boss. I've flown much further through those same shafts. Indeed she had.

Escape undesired

The bird turned her head to look with curiosity at her master, upon hearing his answer. She moved to flatten herself out against his arm, and let both of her wings drape over the sides of the black and purple body panel. Soundwave choose to elaborate simply. Circumstances altered. New alliances perhaps not unwise. Escape will only destroy hope of such alliance.

Autobots as allies? Laserbeak's head lifted a little and two tiny red optics looked up, bewildered. Decepticons do not ally with Autobots.

Circumstances altered, Soundwave repeated. And that was all he said before falling as silent in his own mind as he had remained in body.

Slightly tired, and more than slightly bored, yet calm and choosing to simply wait it out and see where circumstances led from there, Soundwave lay down flat on the bench and closed his optics behind the face shield. Laserbeak, who had remained laying on his arm as he moved, sat up and hopped off so that she could move to sit on top of his chest panel. Idly he lightly brushed one hand against her wing tips. Through their connection, he felt her anxiousness lessen slowly The small creature made a small audible chittering buzzing sound, to indicate her desire for continued affection. Inwardly, Soundwave laughed slightly again.

He did not intend to fall right into full recharge, but he knew he had done exactly that when the sound of footsteps in the corridor outside his small cell, woke him quickly. He sat himself up quickly, sitting up on the narrow bench without making a sound, even as the sudden pain in his still recovering limbs reminded him that fast movement was unwise. He was on edge as he turned to the watch the door slide open. Though he hid his nervousness just as well as he hid any sign of physical discomfort. Laserbeak perched herself in her earlier position, once again sitting on his lower arm, and turning her own gaze to the door.

Arcee walked stepped inside the small cell, followed immediately by the medical officer, Ratchet. Soundwave noted at once that the Autobots had been bold enough to leave the door wide open behind them. He resisted the urge to shake his head then, over the great nerve both had shown in their willingness to step inside a small space with him in the first place. He knew full well that one tiny framed officer, and old bot whose primary interest and function was devoted to medical duty over fighting skill, were hardly a match for him, even while still recovering as he was. But his desire was not to harm either of them, and he knew they must have correctly assumed that.

"So, sounds like you're ready to talk to us then." Arcee was clearly one for getting right to the point. She stayed in front of the door. Presumably she was prepared to shut it fast and lock it down in a second if she felt the action was called for. Soundwave was no visible weapons, but he knew very well that she, and for that mater the medic, tended to favor the use of integrated weapons, that usually stayed unseen until needed.

She stepped a little to the side long enough to allow the medic to walk in past her. He stepped closer to the bench and offered an energon container he had carried in with him. Soundwave took it gratefully and nodded silent thanks. But after holding it in his hands for a couple of moments, and doing nothing else with it, he bent to set it down, to his left on the floor. Both Autbots exchanged a glace and a shrug of shoulders.

"I must admit to being unsure, exactly how to go about offering fuel to Laserbeak," Ratchet said after he and his colleague had finished their bemused exchange of looks. "If it's as simple as offering a smaller supply in a miniature container I will happily do so momentarily."

Soundwave said nothing, but he did nod confirmation, as he inwardly gave a silent laugh. The simplest answers were so often, it seemed to him the correct ones, and the Autobot had stumbled upon one now, in a comment that was clearly meant to be only half serious. Soundwave nodded again, trying to get across his agreement without using words. He could both see and sense, that his small symbiont was in true need of fuel.

"I'll comm Knockout to bring that then." Ratchet clearly understood the need, and he seemed to take whole thing as a matter of course.

"You mean to call Knockout down here," Arcee questioned the medic out loud. Her tone showed a strange kind of doubt. "Floor down here is uneven. And can he use the lift?" Soundwave observed just how oddly concerned she sounded about such a thing.

But the older bot only laughed once in her direction, and gave a funny look. His only spoken answer was something about pushing lift buttons with a measuring stick, and a mumbled "floor's fine." Behind his face-shield, Soundwave gave an amused look that neither would ever see.

"Soundwave," Arcee said after a second. Her tone serious and focused again. She looked back in his direction, and made it more than a little obvious she was trying in vain to see his well hidden optics. "Obviously we've tried to take measures to make you comfortable down here. Still, keeping you in the brig is far from the ideal situation. Especially for too long, and considering your status here, is technically not prisoner status at all, but instead under protection. Ideally you'd be given proper, and likely far more comfortable guest living quarters, and the freedom to wander as you please, within certain areas within this base. I'd also like to see Laserbeak given the freedom to fly – within the same restrictions of course. I want to think I can trust you. I want the whole team to do the same. And ideally that will happen soon."

Soundwave nodded his silent understanding in one slow and deliberate tilt of his head. The little Autobot glared at him for a couple of seconds, before she took a step forward.

"It's generally much harder, as a rule, to trust a bot that refuses to speak a word," she said seriously.

"We know very well, you can talk perfectly fine," Ratchet said, adding his support for his teammate. His own glare was far harder and firmer then hers was. "A life of near silence was a choice. And while it is certainly a decidedly strange one at that, I'm sure you had your reasons. I doubt anyone here would dispute that. But surely you understand, we can't possible be the least bit of help to you, if we can barely communicate beyond a few nods and subtle hand gestures!"

Soundwave watched Laserbeak, as she hopped off his arm and flew back up to perch on the top of the monitor. Though the silent connection he shared with her, he felt her continued and increasing anxiety. She never did do well when strictly confined, for too long. He watched her staring at the paitr of Autobots for a moment before he turned back to observe them himself. Both were still standing calmly, and quiet, each appearing almost lost in thought.

"How would you feel about telling us how exactly you ended up little more than a pile of wreckage in the middle of nowhere in the dark of night?" Arcee spoke again, and once again, she got right to the point, without missing a single stop.

"We only managed to find you, by tracking a fading life signal," she said after another moment, n which Soundwave only chose of stare her down through his hidden optics, and stubbornly refuse to so much as make a sound. The tone of her voice though grew slightly lighter, and though she had never been anywhere close to loud to begin with, it dropped a little in volume. He so clearly saw her optics shift a little into a look close to one that could only be concern… compassion? "Before we found you, badly scrapped in technically neutral ground, we saw a signal that turned out to be yours clearly moving away from Decepticon territory, and with another flier coming up fast behind you." Soundwave chose still to only listen in stubborn silence as the Autobot continued. As she spoke thouhg, he coould not help observe the way both her face-plate, and that of the old medic took on expressions of true empathy, and consideration. "We realize how likely it is that you were fleeing from your own crew. And it's pretty fragging clear to us that you were shot right out of the sky by one of your own 'friends,' for your first ever try at running."

Still sitting on the bench, Soundwave felt his frame inwardly shudder and tremble again, as the memory of falling from the sky through the darkness of night, played across his processor once more and against his will. For a moment he was back in some still very recent past, aware of nothing but pain, tearing through his entire frame with such merciless intensity that he knew on some level he would be knocked instantly into unconsciousness the instant he even tried to move. He was caught up only a second later, in the memory of fighting hard to stay awake and aware only because he sensed that his symbiont was no longer docked safely in front of him, he could not sense her awareness anywhere, and he feared she may well be dead.

It took some conscious effort to force away the memories and to fully pull himself back to the present, but he felt like he quickly succeeded at it anyway. He focused his attention back on the pair of Autobots, relieved for a second, that they could not possibly have noticed his momentary lapse in control. A second later though a feeling of dread spread through him, when he realized his trembling had been outwardly obvious, and that he was still doing it, even if only slightly.

"Knockout mentioned earlier that he was clearly having some random reactions to sudden memory flashes," Soundwave watched Ratchet gesture vaguely toward him, as he spoke to Arcee. "He was a little bit concerned about him, because of it."

Acree nodded slowly and turned to look again at Soundwave. Calmly, still showing a strange compassion that had begun to make him almost uneasy in its unfamiliarity, she spoke to him again. "If only you would speak to us, we might just be able to work out exactly what we need to do to help..." She paused a second and then so obviously appeared to search out his hidden optics again before she said, "how abut this? We'll go a bit slower and take it one little question at a time. Can you tell us who it was that shot you down?"

Soundwave understood the well meaning in her tone and her approach. But all the same he felt his anger flash at that. A part of himself told him he shroud feel condescended, put down and insulted by her very offer to 'go slowly' with her question. But another part, a part that he had not sensed in so long he had all but forgotten who to feel it at all, told him he should feel relieved at being offered exactly what it was he needed at that moment.

"There would have to have been someone flying behind you, probably closing the distance quickly until they could aim and shoot," Arcee reasoned, still not unkindly. "Do you remember seeing who it was?"

Soundwave flew at a height he knew was far beyond any his aircraft form was meant to reach. His engines strained, pushed beyond a speed he had ever thought he could hope to achieve. And still it wasn't nearly enough. Behind him, he heard the cracking of the air all around, as the flier in pursuit broke the sound barrier in his own rapid and surely impossible steady acceleration. Somewhere, tucked inside of his vehicle mode, Soundwave felt his optics fill with coolant tears he so rarely felt a need to shed for anything. So rarely did he say a word, and he regretted with all of his spark that he had done so when he had. But the words had trembled from his processor in one second of lapsed judgment, one second in which control of himself had left him. And now he was about to die for the crime of speaking up, of disagreeing… The approaching flier grew closer. Engines roared, and the wind tore across his wing tips. One chance left. Soundwave rolled and dove for the ground, daring to drop attitude fast. His internals flipped somewhere inside of his form. He was not built for this! But still he had to try.

Laughter right behind him, laud and grating, as the flier behind dropped his own altitude with far more control than Soundwave could ever hope for.

"Ha, Fall from the sky why don't you, comm. officer.You'll only crash trying moves like that. And I won't! You should know by now I'm good at this!" He was right of course. But Soundwave only flew on. He saw only his own end before him, but still he knew he had to try…

The blast behind him hit hard. Warnings flashed, inner alarms wailed. He still heard the roar of engines, but through a sea of terror he knew they were not his he heard. His own were gone. That single blast from behind had taken both out at once. He was falling. Fast. Thumbing. Smoke everywhere! "Laserbeak… disengage. Now..." He couldn't hope to spare her while she fell with him, still firmly docked…

Behind the face-shield Soundwave blinked forcefully, trying desperately to drive away the memory that tried just as hard to replay though his mind again. He tried all the while to sit upright, and unmoving, to hide everything he could from the pair of Autobots whose attention had obviously never left him. He intended to shake his head, implying his denial of having seen anything behind him at all. But just the thought of how he might answer the question, caused his mind to flash instantly back the to image of smoke behind him, and once again he felt himself falling.

He threw his arms up as if in some hopeless attempt to catch himself, before even realized he had done it. He heard his own intakes gasp and catch at little at the confusion between past and present, and before he could regain any control, the room began to spin around him.

Still fighting for control of himself, and at the same time struggling to force away the suddenly dizziness, he saw the Autobot medic step closer to him, one arm extended cautiously. He understood at once, his intention of grabbing him. Understood that such a move was hardly one of ill intent, but certainly practical given the fact that he may well fall. Yet all the same, the last thing Soundwave wanted in this, or most other circumstances, was for anyone at all to grab hold of him. The very idea of it now, made his state worse, brought him closer to complete loss of control over his own actions. Through his confusion, panic and the ever increasing lightness of his head, he feared on level that he would attack and harm the medic, and perhaps the officer too, all without truly wanting to and unable to stop himself. Still unwilling to speak a word, he only shook his head in slightly more frantic motion now. If the Autobot understood what exactly it was he was trying so hard to get across, he seemed still ready to ignore the demand to back up.

"Ratchet, step back a bit." Knockout spoke from somewhere just outside the still open door. "Trying to grab him without his agreement… not a good idea. Trust me on this one."

Soundwave saw the old Autobot back up a couple of steps and for a second he almost sighed in relief at that. But as soon as the thing he had seen as the most immediate threat and risk had been removed, his mind immediately fall right back to its replying flashes of bellowing smoke and falling through the air. The room started to spin again, faster this time, until the whole scene was nothing more than a whirling mess of colors and any sound was lost in a haze of almost incoherent noise.

"Decision – refusal to incriminate attacker," Soundwave spoke out loud, nearly shouting the words at the bots he knew could only have been staring at him with shock. He dropped from the bench and into an awkward sort of part kneeling and partly sitting position on the cold floor of the cell, so that he could brace his hands in front of him, as the dizziness retreated all to slowly. Without even a need to see him, he knew the Autobot was creeping nearer again, and once again Soundwave fought back an instinctive and born-of-terror need to violently attack him. "Request – refrain from physical contact. Soundwave - panicked… cornered."

Relief flooded his frame, and he dropped to the floor in a seated position, as the bot backed well away. When he saw the medic step out into the hall to talk in hushed tone with Knockout, his relief increased greatly, and the trembling of near panic slowly improved. Only the small officer remained inside the cell, and she was very close to the door, her attention apparently diverted mostly to the conversation behind her.

After a moment Arcee reached to retrieve a small container from the tray of Knockout's cart. Soundwave saw at once, as she offered it to him, that it was the promised small container of fuel for Laserbeak. He nodded his silent gratitude to her for it, as she held the little container out to him. When he didn't take it from her, but only nodded again, she instead set it down on top of the shelf, next to the stack of data pads. Soundwave slowly, carefully, pulled himself up to a standing position, still fighting just a little to recompose himself.

He watched her step back and turn to join into the hushed conversation for a moment or two. Eventually she turned around again, and said in a tone that was far from unkind, "perhaps we should leave you be for a while. Leave you to refuel, lay down to rest a bit. We can return to speak with you later tonight if you..."

"I am..." Soundwave not only spoke again, but also chose in that second to drop the voice modulator function integrated into his face-shield. "I am willing and able to continue on now, if it's all the same to you."

For a moment, Arcee, who of course was standing closest to him, gave a look that showed her clear and obvious momentary confusion over exactly who it was that had spoken to her. The two further back, just beyond the frame of the door, exchanged their own looks of bewilderment over it. An instant later, both the small officer and the medic were looking at Knockout with clear questioning written on their face-plates, while the red bot only looked just as surprised as anyone else. All three of the bots in the corridor and doorway began to converse again in hushed tones. After a few dragging moments of this, all three looked back in Soundwave's direction again.

"Soundwave, take a short walk with us." Arcee turned back to address him again. Her hand gestured toward the door, and to the corridor beyond.

Soundwave only nodded his compliance as he stepped toward her and the door slowly. Though he was unsure exactly how long he'd been in that small cell, he was well aware of having been hauled down there at some point, partly stumbling, and partly walking well enough, after that same bot had secured his wrists behind him in restraint cuffs. Slowly, with some hesitation, he moved to place both of his hands behind his back again, ready to turn around to be willingly secured again. He certainly did not like even the thought of it, in the least. But he did understand the perceived necessity of it. To his shock and surprise however, instead of pulling the set of cuffs out again, the Autobot only stepped out the open door and motioned for him to follow.

Laserbeak had perched at some point in those past few moments on top of the shelf near her tiny little fuel container, which she had barely touched. She now sat in front of the container, in her place on the edge of the narrow shelf, observing the every one of the bots, and clearly in no mood to eat.

"After you," Arcee said, with something close to a chuckle hidden behind a still serious tone, as she looked at the bird and gestured again to the door. Laserbeak held her place, unmoving and looking from each of the Autobots to her master and back again. The smallest of the Autobots eventually stared her down with a serious look about her, and Soundwave resisted an urge to laugh silently, when his small symbiont only decided to stare right back at her, so clearly testing her limits.

Laserbeak, Soundwave's telepathic command was nothing short of firm and unbending, despite his wish to laugh about it. Come. And stop this at once.

You cannot think, boss that we should blindly follow the demands of this… Autobot!

Come here. Now!

Finallly, responding to the increasingly commands, Laserbeak flew at once to perch on Soundswave's extended arm. But thouhg the connect he shared with her, he could feel her fustration, the anxiety that had never fully left her, and now just how close she was to resentment of him for giving that demand of her without room for opinion. A rare feeling of guilt washed over him in seconds, and instantly he sent her the feeling of his own regret for his harshness.

Have you not always trusted that I would protect you? He questioned silently, calmly, a hidden smile over his face. That I would try to do the best I can within any given set of circumstances. He felt her own sense of calm agreement then as he watched her lower her head and let herself be carried, telepathically silent.

Soundwave was lead down the narrow corridor of the base's underground, lower level, with Ratchet in front of him, leading the way. He had expected at first that Arcee would step in behind, and perhaps even shove her hand lightly against the back of his frame, forcing him to move, though he was already doing so. But instead she walked beside him, arms at her sides and making a clear and obvious point of showing her intention of showing that she wanted to trust him to not overpower her and run. Though Soundwave thought it highly questionable in its level of common sense, Knockout, confined to a motorized cart and more than likely entirely unable to defend himself if a need were to arise, was the bot to fall in behind, probably for no other reason than his having paused to pull the door shut and struggled a moment to back up and turn the cart with nearly too little room.

It was only a short walk down the dimly lit corridor, and around a corner to the right, before Soundwave was shown into another room, still on the lower level. This one was far larger than the small cell he had occupied, and certainly far more comfortable, and even inviting. Several clearly old, but well matched and tastefully chosen light blue chairs sat nicely around a couple of square tables. A few more of the chairs sat in a casually arrangement near the far wall. There were digital prints of Cybertronain classical art on a couple of walls, and pale blue shades covered the handful of hanging lamps suspended from the ceiling.

Arcee made her way straight for the chairs set casually in the far corner and immediately she sat down, with Ratchet just as quickly doing the same. Both gestured politely for Soundwave to follow suit. And it was with some hesitation that he slowly moved to sit down himself. He extended his arm out a bit, letting his little symbiont know, through years of devoted training, that it was okay to hop off. She choose to fly one fast lap of the room, before returning to him and clearly wishing to dock herself onto his frame; something she had put up clear stubborn resistance to earlier inside the cell.

"This is much better than speaking in that cell," Arcee said. She smiled slightly. "We hope this way it will be less… panic inducing for you."

Soundwave gave a nod of his head, and though he knew no one could tell, with his face fully hidden, he smiled back a little. "Thank you. Room – nice."

"As you may be have guessed, this base is meant to accommodate around three times as many bots as we've got here at the moment. This is technically our recreation room. But we don't use it much. Mostly everyone prefers the main floor common room for whatever reason."

"Question – what is the intention of the Autobots regarding myself?" Soundwave dared to ask the question that had bothered him, since he'd first regained consciousness in the medbay. Anxiety rose up from his spark again as he waiting to hear the answer and he wondered what scared him worse; the idea of being returned to his own side of the war, or the idea of being kept indefinitely by the Autobots.

"Well," Arcee gave another almost-smile, of something clearly intended to be assurance, and leaned casually forward in her chair, with her hands on her knees. "You were brought here on the grounds of medical necessity, and under protection status. We are not about to hold you here against your will. To take away your freedom would mean you are now a prisoner of war, and that's not our intention."

Soundwave felt for a fleeting moment as though he should have been relieved at the outcome. But instead his speak began to pulse faster, and he felt almost sick at the words. He had been unsure only a moment before, of exactly which outcome he might have liked the least. But now he felt he knew.

"Outcome – handover back to Decepticon ranks?" As he asked the question, Soundwave regretted the choice he had made to deactivate the voice modulator. He felt like he could simply not keep the tones of fear and dread from his voice without the forced mechanical monotone, through its filter.

To his surprise, the small Autobot shook her head in response. She said in a serious tone, "That would also violate your freedom it seems. To give your right back to the bots that obviously want you dead… if we wanted that, why bother to save you to begin with."

Soundwave felt relief come over him at that answer. Then instantly he felt so strange and ridiculous for being relieved. He was lost. He was confused. He was far outside of his admittedly very limited comfort zone and he didn't like it in the slightest bit. He let his hidden optics wander away from the bot that had been talking with him, and toward the medic, who simply sat in his own chair leaning forward a little recording notes on a datapad. Knockout had rolled up to sit in a space between Arcee's chair and an empty one, and Soundwave watched him for a moment while he sat with his right hand pulling hard at one of the harness straps that had been fastened over the front of his body. Clearly he was trying to slightly loosen a too-tight harness strap, and Soundwave felt the anger he thought he had changed his mind about, returning again. He wondered once again if perhaps that bot should have simply died, to spare him a life strapped in like that.

He watched, baffled and fascinated, impressed and still angry all at once, as Arcee leaned over a little so that she could unclip the offending safety strap, pull and tug on it lightly a couple of times quickly and then carefully snap it back into position somewhere under hidden by the tray attached to the front of the cart. Knockout helped her to an extent, by holding into the harness and pulling it a little, with his clearly far more functional hand. Soundwave saw something in the way the two bots' fingertips brushed together as they fussed with the harness system. He brushed it off as silliness, as his disbelief at the state of his former colleague flashed again.

Arcee's voice, speaking again, dragged him away from his conflicted thoughts, and instantly Soundwave turned his attention back to her. "What happened?"

It was a vague question of course, but still it was easy to deduce exactly what it was that she wanted to know. Soundwave considered a moment. He made it a point to think carefully about his answer. Finally he spoke, deciding on complete honesty about it.

He lowered his head for a moment, and with far less of the formality to his speech than before he half said and half mumbled "I dropped everything in the middle of a duty shift and walked away."

"Why?" Ratchet spoke up for the first time since they had sat down. His simply question was not unkind, but clearly instead only an encouragement to keep on speaking. To explain far more.

"War has long been useless. I tire of the fighting. Decepticons – Lost our way long ago. Forgot what we started to fight for. The original cause – both dead, and no longer necessary or even relevant," Soundwave answered, forcing a return to his typical speech pattern of strict formality. "Starscream holds the ranks together only by constant threat of death to any that oppose his leadership… seeks power only for power's sake. I told him no more, and he promised I would die for my insubordination."

"We suspected Starscream was responsible for this," Arcee said after a moment in which she only stared in clear and obvious shock at his words. She extended a hand to him, but Soundwave only pulled his own in toward his body. "Help us end the war. It's so close to over now and should already have ended."

"Intention – not fully clear,"

"An opportunity to defect," the Autobot said. She continued to hold her hand out, though the gesture was unreturned. "Walk away from a cause you no longer believe in. Your desire is one wenow share; an end to this far past ridiculous and tragic war."

"Sharing your desire in that regard does not mean I wish to be an Autoot," Soundwave answered. He let his head drop at little so that he stared toward the floor, hiding rare feelings of utter misery in his own confusion. "So many ideals we do not, and never will, share or agree upon."

"Claim neutrality then." the serious suggestion was not said with any of the contempt he may once so recently have expected, and the Autobot had a look of calm understanding on her face. "No one would ever demand you declare your loyalty to Autobot cause. My only wish now is that you seriously take into consideration the idea that you don't need to call yourself a Decepticon either."

Soundwave considered everything he had heard. Everything discussed with anyone in the past days. Through their constant telephaic connection, he could sense Laserbeak's thoughts too. Even docked, she was constantly listening, paying attention, forming her own opinions about so many things, expressing such, far more than anyone might ever have assumed. He understood now that she was just as confused, just as lost as he was.

"You could have a place here, among our team," Arcee spoke again after a long moment. "A job, a living space that would not be much, but would be safe and comfortable. A part in the end of endless warfare, and a hand in the rebuilding of our world. Your status, as far as anyone here is concerned would be not unlike that of most of the returning refugees. The majority are naturals, who for various reasons fled the planet instead of joining either side of the war. Many sympathize far more with the Autobot side. A few do not. Still more don't have any real idea what the frag to believe or support."

"Observation – you place much trust in me." Soundwave drifted far of topic with his comment, but he so urgently needed to understand a thing that in his mind, made no sense at all.

"Is there some reason we shouldn't, at least within reason?" The Autobot medic spoke again, tilting his head a little in consideration as he did. "Your weapons are disabled. You must know that already. But I know even without them, and still recovering from major repairs, you could have overpowered any of us here more than once already. And you didn't. I was unable to deactivate whatever function it is of yours that powers your constant access to portable ground bridges. Frankly I have no idea what that is, let alone how to jam it. Yet you've never used that against any one either, though you've certainly had the chance."

"Motivation to harm you – nonexistent."

"And I think you made that perfectly clear from the time we hauled you back here."

"They're offering you a chance to start over," Knockout said, speaking up suddenly after uncharacteristically listening for so long without a word. "We've all made so many mistakes in our lives. So few of us ever get a chance to do something so differently before we go offline forever…."

Soundwave very slowly nodded his head in understanding. He still stuggled to keep from looking right back at the floor again in his own hidden fright at the whole situation. But slowly, and so quiet it was almost inaudible entirely, he answered, "Offer- tentatively accepted. Your reasoning – understood."