JOURNEY INTO DESTINY

		By Raksha


	"There are things more precious than safety.
	Loyalty is better than logic,
	Hope is better than despair,
	And creation is better than destruction."

		--John Koenig, "The AB Chrysalis"
					Space 1999


	Cybertron; 9 million years B.P.


	Life in Polyhex City was deteriorating 
rapidly, Soundwave reflected as he fired on the 
last of the retreating Autobot marauders.  It 
had begun with isolated incidents along the 
outskirts of the province -- the occasional 
raid, the odd liberation of a prison camp -- 
but just recently had the insurgents dared to 
attack the capital city itself.  For the 
longest time the civil war had restricted 
itself largely to the equatorial regions, 
giving those as far north as Polyhex a false 
sense of security.  Even when the attacks began 
in the outer regions of Polyhex Province, 
Soundwave and the others at DeceptiTech 
Laboratories had viewed them with a sense of 
removed unreality -- as something that would go 
no farther, and wouldn't dare to invade their 
day-to-day lives.  When the hit-and-run attacks 
began in the city itself, the obvious could no 
longer be denied:  the war had come to Polyhex.  
Perhaps not full-force and complete with 
clashing armadas -- but war none the less, and 
every day the Autobots dared more and pushed 
farther inward.
	Lord Straxus, Imperial Warlord of Polyhex 
and nominal Supreme Commander of the Decepticon 
forces, had wasted little time recruiting 
warriors for perimeter patrol, once the attacks 
began to creep closer to his own stronghold, 
Darkmount.  He'd had plenty of Decepticons to 
choose from; certainly there was no lack of 
candidates from the prestigious War Academy 
that shared fame with DeceptiTech Laboratories 
and Watch Central as one of the entire planet's 
recognizable landmarks.  But Straxus, with his 
usual lack of foresight, had insisted that 
*every* citizen of Polyhex City put in rotating 
shifts of perimeter patrol duty -- even those 
who were probably less-than-qualified.  
Soundwave himself had previous battle 
experience from years earlier -- the cannon he 
wore on his right shoulder bore mute testimony 
to that, even during the last few years of 
relative peace -- but looking around at the 
other members of his squadron, he could easily 
pick out those who had never known anything but 
civilian life.  Some of them fired a few last 
ill-aimed shots after the Autobots who had 
vanished amidst the battle-damaged buildings.
	Several eager young warriors, not yet 
graduated from the Academy, leapt forward to go 
after them.  "Forget it," snapped Slicer, the 
officer in charge.  "They're gone."  
Disgustedly he holstered his weapon and 
motioned to the squadron to continue on its 
former patrol course.
	Soundwave followed the others, somewhat 
relieved that his more poorly-trained comrades 
had no more immediate cause to play with their 
laser guns.  He thought it foolhardy, anyway, 
to press scientists, repaireons, technicians, 
archivists, and the like, into combat duty.  As 
for himself, his old training came back to him 
quickly; he found he still had an aptitude for 
it, but no longer an appreciation.  He was a 
scientist, not a warrior.  As head of 
DeceptiTech Labs, he'd already had several 
clashes with Straxus over how the progressing 
research should be handled, and therefore 
thought it best *not* to voice his opinion 
about the patrol duty policy.  As the weeks 
passed, whatever little respect he'd retained 
for Straxus had faded rapidly -- the warlord 
remained holed up in his fortress, leading by 
decree rather than example, and had not once 
led a single patrol squadron against the 
Autobot raiders.
	Soundwave marched on with the others.  
They passed a collapsed transport ramp that was 
uncomfortably close to the heart of the city.  
A band of Autobots had hit it last week, and 
melted back into the night before the closest 
patrol unit could even get there.  Looking at 
the shattered and partially-molten shards of 
the ramp, Soundwave came to a decision.  
Tonight, under cover of darkness, he was taking 
Celene and the kids and getting out of here.
	She would protest, of course, at the 
notion of leaving behind the state-of-the-art 
research facilities where she had aspired to 
her greatest work.  The leading expert on 
proximal and remote sensor-systems, Celene was 
dedicated to her research to the point of 
distraction.  As long as she could immerse 
herself in her work, the outside world was 
barely real to her.  She hardly took note of 
the recent hit-and-run skirmishes, except to 
protest indignantly when her shift at perimeter 
patrol came up.  "Who does Straxus think he is, 
taking up my valuable research time by having 
me play toy soldier?" she had fumed.  "How much 
of a threat can Autobots possibly be, anyway?"  
Soundwave had calmed her in the most effective 
possible way - by taking over her shift 
himself.  *How much of a threat were the 
Autobots?* he mentally echoed her question.  
He'd had his own doubts at first, being wrapped 
up in the world of DeceptiTech himself - but 
since the initiation of the patrol shifts, he'd 
already seen more than he wanted.
	He was not going to raise his family in a 
war zone.  They would go north, perhaps to 
Celene's home city of Vestia, with its rather 
primitive research facilities.  But they would 
be safe there, for a while at least.  If 
necessary, Soundwave was prepared to keep 
moving indefinitely to stay out of reach of the 
spreading conflict.  Regardless of Celene's 
arguments, they would set out tonight---
	A massive explosion shattered the air and 
shuddered violently through the ground.  Those 
warriors who were not thrown off their feet, 
including Soundwave, spun in alarm toward the 
source of the sound.  The blast had taken place 
fairly close, just out of sight behind some of 
the taller buildings and spires.  A huge column 
of black smoke poured into the golden afternoon 
sky, quickly joined by billows of white smoke 
that seemed to originate from secondary 
explosions that rapidly followed the first.
	A surge of panic electrified Soundwave 
into action.  Before the other warriors could 
even react, he sprang into the air and flew as 
fast as he could toward the blast site, weaving 
his way around spires and towers.  The 
explosion couldn't have come from DeceptiTech, 
he tried to convince himself desperately, even 
as he knew, with a cold, horrible certainly, 
that it had.  The location of the smoke 
columns, the continuous secondary explosions, 
made the source unmistakable.
	He rounded the last obstructing building 
and was met by a seething inferno.  Black, 
acrid smoke poured from every entrance, window, 
and air-access portal of the multiple 
interconnected buildings of DeceptiTech Labs, 
and out of many gaping openings that hadn't 
been part of the original design.  As Soundwave 
landed and pushed his way to the forefront of 
the frantically milling crowd, an entire 
section of the complex collapsed in on itself.  
A blast of heat shot out toward the crowd, 
rippling the air, and Soundwave momentarily 
staggered back from it.  Secondary explosions 
continued to rip through the inter-linked 
buildings as various weapons-labs and chemical 
stores went up.
	Soundwave sent out his thoughts, 
telepathically searching for Celene.  He almost 
blacked out from the excruciating pain and 
terror that met him in response.  By all the 
Life Forces, she was *in* there...!
	He bolted for the nearest entrance, 
blindly oblivious to the smoke and flames that 
boiled toward him.
	Something caught his arms from behind and 
jerked him to an abrupt stop.  Soundwave pulled 
frantically, struggled and kicked against the 
restraint behind him.  The grip on his arms was 
like a vise and wouldn't budge.  "No, 
Soundwave!" demanded a voice close to his 
audial sensor.  It took him a moment to link 
that voice to Ultimus Maxim, one of his top 
scientists, who had grabbed him shortly before 
he could plunge into the burning building.
	"Celene!" he cried, still trying to pull 
away.  But Ultimus Maxim was a large, powerful 
Decepticon, considerably bigger than Soundwave, 
and his struggle was useless.
	"She's dead already!" Maxim insisted.  
"Nothing could survive that.  No sense in 
*your* dying too!"
	She *was* dead.  After Soundwave had felt 
her overwhelming pain and terror, her mind had 
blanked out like an extinguished light.  She 
couldn't even know that Soundwave was with her 
at the end, as she was no telepath.  Numb with 
shock, he slumped against Ultimus Maxim, who 
held him now only for support.
	They stood for what seemed like an 
eternity, watching the laboratory complex 
consume itself in smoke and flame.  When the 
damage-control units arrived and began to 
battle the blaze, Soundwave turned away.  "How 
many got out?" he asked Maxim.
	The big Decepticon was covered in black 
soot, with singed and partially molten armor.  
"Not many," he said gravely.  "Just those of us 
who happened to be close to an exit.  
Electrovolt and Reflector and Blueshift and--"  
He broke off, fighting pain and anger.  "All 
those lives," he said incredulously.  "All that 
research.  Celene.  Soundwave, I'm so sorry--"
	Soundwave pulled away from him.  He 
couldn't deal with sympathy right now, nor with 
Celene's death.
	He couldn't deal with it even hours 
later, when the damage-control crews had 
extinguished the flames, and began to sift 
through the rubble to look for bodies amidst 
the smoking wreckage.
		* * *
	Soundwave motioned the damage-control 
crew away and crouched down in the smoldering 
ruins.  He stared expressionlessly at the body.  
This molten, twisted thing, with blackened eyes 
and an expression of horror still frozen on its 
face -- this could not possibly be Celene, with 
her bright-gold optics, who had been so full of 
vitality and passion.  Numbly he reached out to 
touch a bit of the silver-white plating that 
had been charred almost black by the flames.  
His hand trembled.  Beyond the engulfing 
numbness he sensed that he stood at the edge of 
a vast chasm of pain and despair.  It would not 
take much to plunge him into that pit.  But he 
fought it, clinging to the pain-deadening 
sensation of shock.  He could not give in to 
grief.  Not now.  He still had 
responsibilities, now more than ever.  But his 
optics dimmed and he could not bring himself to 
move, to leave her.
	A choked gasp behind him brought him back 
to his senses.  He turned to see Selenia 
standing amidst the wreckage, the very image of 
her mother, the silver-white plating glistening 
in the sunlight.  An expression of horrified 
disbelief twisted her features into nearly a 
duplicate of Celene's.  Her optics were huge 
and bright with horror, fixed on Celene's dead 
form.  Soundwave rose quickly and went to her, 
trying to turn her away from the scene of 
carnage, but she felt rooted to the spot.
	"I came when I heard about the 
explosion...."  Her voice was a whisper and 
ended in an inarticulate cry.  She began to 
shake violently.
	Soundwave put his arm around her 
shoulders and gently, insistently, steered her 
away.   "You should not be seeing this," he 
said.
	They emerged from between the twisted 
metal of partially-standing walls, still 
radiating heat.  Soundwave was surprised to see 
a small group of the surviving scientists still 
lingering around the ruins.  Ultimus Maxim 
seemed to have taken charge of things, 
directing the damage control crews as they 
carried away what bodies they found, and 
guiding the other researchers who still hoped 
to pull something salvageable out of the 
debris.
	All of them looked shaken and exhausted, 
and Soundwave was aware that he had been 
neglecting his duties as director of the 
laboratory.  "Go home," he told them softly.  
"Rest.  It falls to me to oversee all of this, 
not to you."
	Ultimus Maxim shook his head.  "No, 
Soundwave.  You go home -- take your daughter 
out of here.  DeceptiTech is gone now, and your 
responsibilities are to your creations.  You've 
done so much for all of us ... now Blueshift 
and Quantum and I will take care of the final 
stages."
	Soundwave was going to argue, but 
Selenia's shaking under his touch convinced him 
otherwise.  He nodded silently and turned away, 
leaving the last remnants of the lab in the 
hands of the researchers with whom he'd worked 
for so many years, leaving many others who 
would never work again.
		* * *
	The Crystal Columns apartment complex was 
unscathed, glimmering in the evening sunlight 
as though no tragedy had occurred just a few 
blocks away.  Without speaking, Soundwave and 
Selenia took the anti-grav lift up to the 25th 
floor, where the door to their residence slid 
back and let them enter.
	Ravage melted out of the shadows to meet 
them in the entrance hall.  "*I was at the 
Labs*", he sent to the two of them 
telepathically.  "*I know what happened*".  His 
thoughts were guarded, some great darkness 
concealed behind a mental curtain.  Soundwave 
tasted the faint undercurrent of grief in his 
creation's telepathic whisper ... oh, he could 
easily forge past the flimsy barrier of mind 
and see for himself exactly what Ravage thought 
and experienced just now, but that was not his 
place; each of them had to deal with their loss 
in their own way.  Ravage, proud and 
independent and already an accomplished 
traveler into a violent underworld of war that 
Selenia had never known, needed more than 
anything to retain the privacy of his own 
thoughts.  Soundwave accorded him that respect, 
as always.  For the briefest of moments he 
conveyed a sense of reassurance: *Whatever else 
happens, I am here; we will survive the rest 
together.*  Then he pulled back and maintained 
telepathic conversation on the most superficial 
of surface levels.
	Selenia crouched down on the floor next 
to Ravage and wrapped her arms around him, 
leaning against him.  She had stopped trembling 
and had slipped into a sort of dazed apathy; 
she just sat there silently with Ravage, 
staring at nothing.  Ravage leaned his head 
against her in attempted comfort, but his eyes 
were on Soundwave.  "*What now?*" he wanted to 
know.
	Soundwave glanced around the sparsely 
furnished rooms.  The windows were situated so 
that light streamed in, giving the feel of 
warmth and color.  The place might have been 
comfortable, if it had looked a little more 
lived-in.  What furniture there was, was 
elegant and stylish, with no superfluous 
frills; the walls and floor sparkled, polished 
and dusted.  Soundwave and Celene had 
practically lived at the lab, and the only 
rooms that looked inhabited were the computer 
room, littered with data cartridges, print-
outs, and other take-home work -- and Selenia's 
room, cluttered with an adolescent's typical 
inability to keep her personal space in order.  
Soundwave almost expected to see Celene dart 
out of the maintenance chamber, hurriedly 
polishing a last dull spot on her helmet and 
proclaiming that she was late for work, 
hurriedly leaping out the air-access portal....
	No.  Celene would never again be late for 
work, and she would never again return to this 
place.  Soundwave knew that he could not stay 
here either, where everything reminded him of 
how much effort they had put into their 
research, and how little time they had actually 
devoted to each other.  And Polyhex was no 
longer safe.  He had to think about Selenia and 
Ravage.
	"We will go elsewhere," he said, though 
he was not sure where.
	Ravage picked up on the uncertainty in 
his thoughts.  "*There is only one place we can 
go now*", he responded, with a certainty that 
brought Soundwave to attention, even though he 
knew what Ravage would say, and knew he would 
disagree.
	"*The equator.*"
	"Impossible," Soundwave replied aloud. 
"Straight into the war zone?  Look at your 
sister -- imagine *her* there."
	Selenia's head came up, and her eyes 
regained some of their focus.  "I can take care 
of myself," she said with the barest trace of 
indignation.
	"*The whole *planet* is a war zone*," 
Ravage countered, as though Selenia had not 
spoken.  "*We can no longer run from the 
conflict!  We've got to join it, and we've got 
to join it on the winning side!*"
	Soundwave sighed.  He'd had this 
conversation with Ravage before. In recent 
years, Ravage had become more and more of a 
mystery to his family, often disappearing for 
months at a time.  Soundwave knew that he often 
went to join the haphazard equatorial army of a 
regional warlord with whom he had somehow made 
contact.  Soundwave knew of him -- Megatron -- 
he'd been famous in the State Games years ago, 
even fought in the Polyhex arena once or twice, 
where Soundwave had taken his family to enjoy 
an occasional afternoon of gladiatorial combat.  
He'd dropped out of the Games unexpectedly, 
though, and later re-surfaced as an ambitious 
territorial ruler.  During the ever-shorter 
stretches when Ravage returned home, he'd tried 
to convince Soundwave and Celene to accompany 
him on his next trip, to meet this commander 
whom he thought so highly of -- to join into 
what Soundwave considered pure insanity.  They 
had been safe here in Polyhex, after all.
	"Your Megatron is only a minor warlord in 
a region that boasts half a hundred others, all 
fighting among themselves," Soundwave pointed 
out for the dozenth time.  "How can you 
proclaim him to be 'the winning side'?"
	Ravage disentangled himself from 
Selenia's loose embrace and leapt up onto a low 
cabinet, bringing himself closer to Soundwave's 
eye level.  "He's not like any of the others," 
he insisted, speaking aloud on this rare 
occasion, his voice a low, soft growl.  "He 
will rule the Decepticons some day, I guarantee 
it, and afterwards the whole planet.  If we 
want to survive, we must stand with him and not 
against him!"  Ravage's eyes burned with a 
conviction that Soundwave had seldom seen in 
him.  "*You want to leave this place anyway,*" 
he continued, slipping back into telepathic 
mode, calmer, more persuasive.  "*We may as 
well go to the equator, where I know there's a 
place for us.  I don't want to stay here any 
more than you do.*"  For a moment Ravage's 
control slipped, and Soundwave caught the 
sadness in his thoughts when his mind touched 
upon Celene.
	Soundwave considered Selenia, who 
remained on the floor, watching Ravage with an 
odd intensity.  How different her life would 
become, if they were to move so far away, into 
such a different world -- out of the only home 
she had ever known.  Just a short while ago 
she'd been accepted at the War Academy; she'd 
been excited and happy, counting down the days 
until the start of her flight training.  Would 
she even *want* to leave Polyhex?
	She turned her gaze on Soundwave, her 
expression anguished and desperate.  "Let's get 
the hell out of here," she whispered.
		* * *
	*South*, Ravage directed them, in the way 
he best liked to communicate with his creator: 
a mental touch, easy as a glance, a word, a 
concept, an image; *South, toward the scarred 
plains that stretched between the crumbling 
cities.* There, Ravage assured Soundwave again, 
lay their hope for the future.
	They took the tunnel transport, the 
network of transparent tubes that criss-crossed 
Cybertron's underground like a vast, complex 
web ... generally running just below the 
surface, though sometimes diving quite some 
distance downward, or even running above ground 
alongside the skyways and overpasses.  
Insulated in their hulls of clear polymer, the 
long, cylindrical transport cars swished almost 
soundlessly though their passages, their 
courses precisely directed by computer control 
from central hubs in the largest cities ... 
though in outlying areas, the linkages often 
broke down and had to be directed manually.  
Through a system of failsafes and protective 
redundancies, it was actually rare that the 
high-speed tunnel cars collided; but more and 
more, tube travel became dangerous due to 
threat of terrorism and bombings.
	It was, however, the fastest route across 
the planet barring a shuttleship, to which 
Soundwave had no immediate access.  At the 
Polyhex tunnel station he boarded one of the 
cars with his creations and several dozen other 
Transformers.  If not for the indefinable sense 
of tension hanging in the air, the buzz of 
conversation that was perhaps more muted than 
normal, the movements of the crowd that were a 
little more jerky and nervous than usual, it 
might have been a normal day like any other -- 
robots riding to work in the outlying areas, 
being transferred to new stations, visiting 
friends and relatives.
	Soundwave found a compartment with three 
empty places, seated himself by the window, and 
tried to blend in with the crowd.  For all 
anyone knew, he too was just travelling to work 
in the outskirts.  Ravage was silent and 
unreadable, taking his place in the seat across 
from Soundwave and sitting statue-still by the 
window, his optics on the entrance to their 
compartment were others came and went at 
random. Selenia kept her head down and her eyes 
averted, sitting closely beside Soundwave.  Her 
arms wrapped around herself, her right wing 
brushing almost, but not quite, against 
Soundwave's shoulder, she looked as though she 
had encapsulated herself off from the rest of 
the world.  Soundwave reached to lightly touch 
her arm, but she flinched without looking up at 
him.  How was he to tell his creations that if 
he had acted a day sooner on his concerns, 
their mother would be alive now and riding with 
them?
	He noticed Ravage looking at him, and 
sensed the familiar brush of telepathic 
contact, a little less guarded, a little more 
open.  There was no accusation in his gaze, no 
blame ... Ravage had seen his share of combat 
in his wanderings, and knew where the enemy 
lay.  In Ravage's thoughts there was a tightly 
reigned undercurrent of hatred for the 
Autobots, a silent vow for revenge.  More than 
that, Soundwave sensed in the link that Ravage 
for all his independence and outward composure, 
desperately needed his creator to maintain a 
calm equilibrium from which he could draw 
support.  Soundwave determinedly filtered all 
traces of grief and uncertainty from his own 
thoughts -- there was no time for it anymore -- 
and sent Ravage a sense of reassurance, 
confidence, encouragement.  In return Soundwave 
sensed the equivalent of a flicker of soft 
light from Ravage's thoughts, an honest 
gratitude, a bond of affection.  Momentarily 
content, the robotic panther curled up on the 
seat and let his optics dim, though his audial 
and olfactory sensors remained on the alert.
	Selenia had fallen into a restless sleep.  
Soundwave turned his attention to the rhythmic 
change of imagery that flashed past the window, 
and considered their future.  They passed great 
cities, some protectively domed, some fallen 
into disrepair or damage, visible during the 
stretches that the tube ran at ground level.  
When underground, anything from barren plains 
to populated towns might have been streaming by 
above them, and there was no way to tell.  On 
occasion the car seemed to shoot up into the 
empty night as the passage rose higher, the 
transparent roof showing a panorama of stars 
that spiraled past; then they would plunge into 
darkness again.
	Soundwave noted that as the tunnel car 
slid southward, the composition of their fellow 
travelers changed.  At each stop they consisted 
less and less of slightly nervous business-
class passengers, and more of haunted refugees 
fleeing the war, and scarred mercenaries and 
polished professional soldiers heading into it.  
Soundwave looked around at his small family, 
allowing a flicker of concern to surface in his 
most private thoughts.  Refugees, mercenaries 
... weren't they, perhaps, a little of both?
	Selenia moaned softly in her sleep, her 
hands twitching as though to ward something 
off.  Soundwave reached out and put a hand on 
her shoulder, hoping to comfort her with the 
touch.  Instead she started awake, casting 
about, disoriented, optics brilliant in horror.
	"You are safe, Selenia," Soundwave 
assured her calmly.  "I am here."
	She stared at him blankly for a frozen 
instant, then flung herself into his arms, 
sobbing inconsolably.  "Celene!" she cried, her 
voice muffled against his chest.  "Oh Soundwave 
... every time I dim my eyes I see her like 
that...."
	"I know," Soundwave said very quietly as 
he held her.  "So do I."
		* * *
[BEGIN FLASHBACK]
	The silver-white female flyer stood in 
the doorway and peered a bit suspiciously into 
Soundwave's small, well-lit office.
	"Come in, Celene," he beckoned her.  "I 
have been looking forward to meeting you."  
Though his voice probably betrayed none of it 
to her, the words were more than professional 
courtesy; he had indeed been curious over this 
brilliant scientific mind whose work he had 
followed with such interest, and whose name 
seemed to evoke so many strong reactions in 
research circles.
	She stepped inside, her movements 
controlled and tense as though geared for 
battle, her gaze direct and forceful.  She 
barely glanced at the seat positioned 
conveniently before Soundwave's desk, even when 
he gestured to it, and instead took up a 
standing position behind the chair, from which 
she regarded Soundwave with steady golden 
optics.  She nodded curtly, the faintest 
concession to cordiality.  "Soundwave," she 
acknowledged.  "I must admit I was a bit 
surprised to be summoned to the illustrious 
DeceptiTech Labs.  After all, I've been working 
in the outlands at Xeratech and Trillennium 
Research.  What could I possibly have to offer 
you, at the biggest research institute on the 
planet?"
	"I believe you have a great deal to offer 
us," Soundwave replied.  "Or else I would not 
have requested your transfer."  He leaned 
forward slightly.  "You see, I am most 
interested in your theories on nanotech and 
mircosensor technology, and how this might be 
tied into cerebral neurocircuitry in a living 
being.  I know you have run the simulations, 
built simple symbolic models.  The work should 
be taken to its next logical phase."
	Her optics narrowed.  "If you've been 
reading up on this stuff at all, you *know* 
what that would take.  The resources, the 
energy, the trillions of nanocomponents.  The 
years.  Neither Xeratech nor Trillennium was 
willing to allocate the needed funds and lab 
space, no matter how much I harangued them.  
Instead they told me to set my sights lower, to 
'apply myself to something useful.'"
	Soundwave nodded.  "I am aware of your 
... difficulties ... with other research 
institutions."  He had put it tactfully.  She 
was about to be fired from Trillennium when 
Soundwave had her transferred, the director 
only too happy to be rid of her.
	Celene's optics flashed bright for a 
moment.  "Difficulties?" she demanded.  "I'm 
trying to accomplish something that's never 
been done before -- an intelligent living 
sensor array with the ability to gather 
information and store it or send it back, to 
make decisions, to operate alone -- to 
infiltrate at will, to take what an enemy 
doesn't want you to know and to plant what you 
want them to believe -- now there is a weapon 
more deadly than a new cannon or a more finely-
guided missile.  Surely something that would be 
of interest to Decepticon High Command, what 
with all the paranoid talk of the Autobot 
threat rising again someday.  And there are so 
many other applications -- imagine what we 
could learn about sensory systems alone!  But I 
certainly can't work with a few scraps of 
semiconductors, a handful of left-over cerebral 
circuits, and a corner of a lab bench, least of 
all with some paper-pushing administrative type 
looking over my shoulder and telling me how to 
do my job."  She glared at Soundwave pointedly, 
as though he represented the collective of 
every laboratory administrator she had ever 
clashed with.
	He merely brightened his optics a bit in 
a smile, though he knew she could not read his 
expression.  "I entirely agree with you," he 
said.
	"What?"  she responded, caught off-guard.
	"Celene -- DeceptiTech employs 269 highly 
trained scientists and engineers.  Supporting 
them are 783 skilled technicians.  Each one of 
them has been screened for suitability, for 
what I believe they can offer to this 
institution, and by extension to the Decepticon 
species.  Not only technical knowledge is 
important, but creativity, vision.  Individuals 
with goals, with dreams.  I do not believe in 
interfering in the natural creative drives of 
such individuals.  There are ongoing projects 
to complete, of course, and the most suitable 
scientists must be assigned to each -- but 
within those constraints, there is often room 
for the unconventional.  And when someone comes 
to me with an idea we had not previously 
considered, and it seems workable, it seems 
valuable -- then I will do my best to see that 
resources are allocated for its pursuit.  I 
should like to think ... that you would find 
yourself at home in such an environment."
	She listened, immobile, her expression 
wavering between suspicion and hope.  Perhaps 
she had heard similar promises before.
	Soundwave pushed his chair back from his 
desk and stood.  "Come with me," he said.
	She followed him out the door and into 
the spacious corridor.  She cast the occasional 
doubtful glance at Soundwave, but said nothing, 
her optics flickering a bit in thought.  
Soundwave made no conversation either, but 
likewise cast an occasional glance at her, 
noting her reactions.  Her gaze darted toward 
the smooth, polished metal walls with their 
many branching corridors, past the many doors 
to laboratories and storage rooms; she tilted 
her head to listen to the faint sounds of 
equipment and machinery that hummed behind some 
of the barriers.  Though she was trying not to 
show it, she was a little awed by the size of 
the complex, and the numbers of scientists and 
technicians that passed them in the hall.
	After a number of turns they reached 
their destination.  A door like all the others 
slid back to admit them into a large room with 
multiple workbenches and complex equipment 
lining the shelves.  Two Decepticons looked up 
from an energy-flow meter, one plated in an 
unadorned gray-green, the other in deep orange.   
The gray male nodded formally to Soundwave; the 
female smiled and said brightly, "Hi 
Soundwave."
	"Greetings Nightstorm, Shrike," Soundwave 
addressed them in turn.  He indicated the 
silver flyer beside him, who was more intent on 
taking in the lab than on its occupants.  "This 
is Celene from Trillennium."
	"Celene!" Shrike exclaimed, stepping 
forward and reaching to take Celene's hand and 
shake it in welcome, despite the fact that 
Celene had offered no such gesture.  "I've been 
reading your micro-sensor theories.  
Fascinating stuff!  It's so excellent that 
you'll be coming to work with us!"
	Nightstorm nodded in agreement.  Though 
he kept his usual reserve, he said, "I too look 
forward to working with you.  I have long 
wondered if it was possible to enhance the 
scope of sensory technology to the degree you 
write of.  Having reviewed the data at 
Soundwave's request, I believe it can be done."
	Three identical little robots stepped out 
from behind one of the lab tables, one of them 
holding a datapad which he handed to Soundwave. 
"Everything's ready," the three of them said in 
unison.  "The neurocircuitry coils, the 
nanochips, the particle filters -- as many as 
you want, in storage.  Magnifiers, micro-
welders, threshold-detectors--" two of the 
little robots gestured around the lab -- "all 
set up and ready to go."
	"Well done, Reflector," Soundwave said to 
the three as he glanced at the datapad, and 
then passed it to Celene.  "Here is a list of 
the supplies and equipment that is available to 
you.  I believe you will find everything you 
need to begin work on a prototype.  If 
additional items are needed as work progresses, 
I will see that they are made available.  
Shrike and Nightstorm are experts in sensory 
technology, and will be part of your team.  
Other individuals have expressed interest in 
working with you as well.  Reflector will keep 
you supplied with materials and can familiarize 
you with the lay-out of the lab complex."
	"And he'll lend a helping hand or six if 
you ask him," Shrike added with a grin.
	"You will of course have complete 
autonomy as group-leader," Soundwave continued.  
"I require periodic updates on your progress, 
and of course if you have specific concerns, 
you may always come to me.  Beyond that, you 
have use of whatever you require.  I believe 
the facilities in this laboratory will be 
adequate to your needs."  He looked at Celene 
appraisingly for a moment.  "Provided you wish 
to work here."
	Celene looked around the lab in amazement 
-- a spacious, clean, bright room stocked with 
the latest of modern equipment, of the type, 
Soundwave knew, that was not available at 
Trillennium or most of the smaller research 
outfits.  Her optics flickered in astonished 
disbelief.  With a determined effort she 
recovered her composure and said, "I think ... 
the facilities will be adequate, as you say."
[END FLASHBACK]
		* * *
	The tunnel car came to an abrupt halt.  
Soundwave and Ravage were awake instantly, 
Selenia taking a bit longer to struggle upward 
from blissful unconsciousness as she was 
disturbed by Soundwave's motion.  "What is it?" 
she murmured sleepily.
	The heavily-armored Decepticon soldier 
who had been sharing the compartment with them, 
was on his feet already and headed outward.  
"'Bots must've blown out the tracks," he said 
over his shoulder, casting the three of them a 
dubious glance, as though noting that they were 
very out-of-place and questioning their ability 
to survive.
	Ravage growled softly, but he was gone 
already.
	"End of the line!" the tube-conductor 
shouted from somewhere near the front.  
"Everybody off!"
	Soundwave kept hold of Selenia while 
Ravage walked very close beside him, and they 
followed the stream of passengers toward the 
exit hatch.  The clear polymer of the tube was 
shattered into a jagged-edged opening, the 
ground a short distance below.  Ravage leapt 
down lightly, while Soundwave put on a short 
burst of his flight engines, carrying Selenia 
along with him.
	The other passengers, some muttering 
curses, disappeared around them into the dark 
alleyways between the rubble of buildings.  The 
dimming starlight, the faint light of early 
pre-dawn, glinted on a jagged edge of the 
shattered travel tube above them, with the 
tunnel car hanging precariously half out of its 
passage.  The remaining part of the tube, which 
should have led them further southward, was 
nowhere to be seen.  Instead, half a building 
had collapsed in its path, the scent of cold 
explosive-residue and recent conflagration 
still tainting the cool, still air.
	All was silence around them.  Soundwave 
listened intently, but if there was anything 
living nearby, it was not moving.  Which was 
entirely possible, of course.  He remembered 
cities like this from his army days, shattered 
husks of what they once were, with the original 
inhabitants dead or gone -- cities that were 
now the realm of scavengers or half-starved 
battle units, who lurked in wait to fall upon 
anyone that crossed their path, to gut them for 
fuel and parts.
	Ravage looked up at his creator, his 
optics glowing like red coals in the shadow of 
the travel tube.  "*Megatron's forces are 
camped just outside of Diolyden*", he informed 
Soundwave.  "*That's where we must go.*"
	Soundwave checked his internal 
chronometer, calculated the time that had 
passed during their journey and the speed of 
the tunnel car, and pinpointed their current 
position.  From there, he determined their 
continued course.  He opened the hatch in his 
chest so that Ravage could transform and enter, 
sliding neatly into place as a compact data 
cartridge.  He felt the merging of the neural 
linkages as Ravage patched himself in, in order 
to look out through his creator's eyes while 
they traveled.  Soundwave took to the air, and 
Selenia, a shimmer of luminous white in the 
gray morning, transformed and flew alongside.
	Over the next days they found it more 
advantageous to walk or hide out by day, so 
they were less visible from below and less 
likely to attract stray shots, and fly by 
night, so they were less likely to encounter 
trouble on the ground.  While travelling on the 
ground, Soundwave would release Ravage, who 
scouted ahead and around them, sometimes 
returning with small fuel tanks full of 
energon.  Soundwave did not question their 
origin, though the torn connections and dark 
stains on the surface told him all he needed to 
know.  Somehow he could not manage to be 
greatly bothered; it was a matter of survival, 
and he could not bring himself to value the 
life of a wandering Neutral or a lost street 
urchin or a stray Autobot above the lives of 
his creations.
	As he carried along the ungainly fuel 
tanks, Soundwave mused that there surely must 
be a way to condense the energon into a more 
portable and concentrated form; knowing the 
molecular structure of energon, he felt sure 
it could be achieved.  But whether he would 
ever again have time for such pursuits, he 
did not know.
	Once when they had stopped under the 
remains of a flightway to rest, breaking out a 
small container of energon, they were 
surprised by a big unmarked warrior who jolted 
out of the shadows and lunged for them, his 
optics fixed greedily on the energon and his 
weapon powering up to eliminate the 
competition.  Soundwave's old battle training 
kicked in reflexively as he spun and fired a 
blast of brilliant plasma from his shoulder 
cannon, severing the attacker's head.  The 
robot froze in mid-forward-rush for an instant, 
then collapsed, twitching and sparking.  
Soundwave calmly seated himself again and 
reached for the energon.
	Selenia stared at him, aghast.  She'd 
never seen her creator speak a harsh word, let 
alone use his shoulder cannon in this manner.  
She had in fact never given any thought to why 
Soundwave wore such a weapon to begin with, had 
only the vaguest inkling that he'd had a 
different life before she was built.
	"He would have killed you for these few 
scraps of energon without a second thought," 
Soundwave explained.  He sighed, and the 
harmonics of his voice softened.  "You may as 
well grow accustomed to it.  I dare say you 
will be seeing more of it, where we are going.  
Eat now.  Do not be concerned.  I will take 
care of everything."
		* * *
[BEGIN FLASHBACK]
	Soundwave tended to arrive at the 
DeceptiTech complex early in the morning, some 
time before the other scientists came trickling 
in.  This morning, however, he was surprised to 
see a small crowd lingering around the main 
entrance, made up of some of his top 
researchers and their most dedicated 
assistants. Even as he angled downward from the 
flightway, Soundwave could see that their 
expressions ranged from outrage to stunned 
disbelief.  Something drastic had occurred.  In 
the gray light of pre-dawn, he caught a flicker 
of silver-white, agitated movement among the 
others.
	Celene stormed to the front of the group 
as Soundwave landed, and shoved a datapad in 
his direction.  "What's the meaning of this?" 
she demanded.
	Soundwave scrolled through the text, even 
as the others came crowding around him, all 
talking at once.
	**" --shut us down now when we're this 
close-- "**
	**" --does he think he is-- "**
	**" --did you know about this-- "**
	**" --what are we going to do-- "**
	Soundwave allowed the tumult to break 
over him in silence as he read through the 
cancellation order from Straxus, which 
effectively pulled funding for 70% of the 
ongoing projects at DeceptiTech.  His 
justification was that the expenditure of 
resources was bringing in too little return -- 
resources which were needed against the rising 
Autobot threat.  Soundwave sighed inwardly.  
He'd seen this coming for a while now, but he'd 
been unwilling to compromise the integrity of 
what DeceptiTech stood for, by adapting the 
institution even further to Straxus' 
preferences and turning it into a productions 
plant for cheap weapons.  The Decepticon 
Supreme Commander simply did not understand the 
processes and methods of science, and how 
thorough research in the present could pay off 
exponentially in the future.  Straxus was a 
warlord who'd achieved his command status 
simply by being more powerful than all his 
opponents ... and while a leader needed power, 
he needed more than that, in Soundwave's 
opinion, if he was to achieve the order and 
prosperity that had long been promised to his 
species.
	He looked up at the others and stood in 
silence.  Gradually, their flustered questions 
and demands and implorations died down, until 
the group of them stood motionless in the first 
light of the dawn, all optics trained on him.  
Into the tense stillness he said simply, "I 
will take care of it."  He handed the datapad 
to Ultimus Maxim standing next to him, and 
turned to take to the air, in the direction of 
Darkmount and an unscheduled audience with 
Straxus.

	Take care of it he did, though it took 
many hours of patiently explaining to Straxus 
why each and every one of the projects he was 
shutting down, was going to be of benefit to 
him and to the Decepticon cause in the future.  
Finally the Supreme Commander relented and sent 
Soundwave on his way with most of DeceptiTech's 
funding restored ... his motives being by then 
more driven toward ridding himself of the calm 
and relentless voice of reason that countered 
his every pronouncement with irrefutable logic.  
Soundwave was not going to question Straxus' 
motives, as long as he could bring good news 
back to his waiting researchers.  By the time 
he landed at the complex again, he'd worked out 
a way to stretch the new budget so that the 
cuts would barely be noticed.  Somewhere near 
the top of the list of priorities, was Celene's 
Project Sensor-Spy.
[END FLASHBACK]
		* * *
	They arrived at Megatron's camp on the 
outskirts of Diolyden at high noon. The 
equatorial sun was dazzling in its heat and 
brilliance, an intensity that was unknown in 
the higher latitudes, which underscored the 
unfamiliarity of their situation.  Ravage led 
the way between the hastily-constructed 
shelters, moving with impunity past sentries 
and marginally attentive warriors.  The 
sentries nodded to him in passing, some 
respectfully; obviously they knew him, and by 
extension anyone who traveled with him was 
accorded free passage.
	The majority of the troops were gathered 
at the west end of the camp, their shouts and 
clamor leading the new arrivals right to them.  
As they drew close, Soundwave could see that 
they were intensely focused upon something.  
The clash of heavy bladed weaponry came from 
just beyond the assembly of warriors.  Ravage 
slipped unnoticed between their legs and 
vanished into the crowd, but Soundwave had to 
shoulder his way as unobtrusively as possible 
between the others in order to get a view of 
what was going on.  Selenia clung tightly to 
his arm and followed in his wake, casting 
occasional nervous glances around her.  None of 
the others seemed to notice them, however, as 
they were intent on watching the combat being 
played out on the level plain just ahead.
	Two impressive Decepticon warriors, one 
in blinding silver armor, the other in deep 
fiery red, swung massive bladed weapons at one 
another.  Soundwave recognized the silver one 
instantly as Megatron -- the same battle 
stance, the same controlled power and 
surprising speed, even the same weapon, a 
tremendous, heavy, broad-bladed scimitar, that 
he had favored years ago in the State Games.  
The other, Soundwave did not recognize, but the 
two opponents were almost evenly matched in 
size and apparent strength.  Both of them 
fought in the manner common to large and well-
armored Transformers of great power, a style of 
attack that concentrated on straightforward 
brute-force frontal assault.  The red 
Decepticon was bulkier and was using his 
additional weight to his advantage, though 
Megatron was faster and more likely to turn his 
opponent's moves against him.  Judging from 
their multiple leaking slashes and cracked 
armor plates, as well as great gashes in the 
ground around them, the two had been at it for 
some time already.
	The watching crowd cheered with each 
strike, apparently no longer caring who struck 
the blow as long as the impact shuddered the 
ground beneath their feet and the clash of 
metal rang out like the crash of a battering 
ram.  One red-and-silver flyer who stood in the 
front row to Soundwave's right, watched the 
combat in absolute silence, his optics fixed on 
Megatron's every move.  In his arms he held the 
massive black barrel of a fusion cannon, and he 
seemed to clutch it more tightly at every 
strike of axe and scimitar.  He flinched when 
the red combatant followed up an axe-blow with 
a forward rush that threw Megatron completely 
off his feet.  They went down in a cloud of 
dust.  An instant later, Megatron was up again 
and swinging the scimitar in a hail of double-
handed strikes that carried the force of his 
full power behind each blow ... driving his 
opponent back and then to the ground, 
continuing the relentless barrage, hacking 
downward savagely.  It was as though Megatron 
had finally decided "enough of the game," and 
condescended to finish the job.  Soundwave had 
seen him use this same tactic in the 
gladiatorial ring, stringing the inevitable 
victory along in order to make it look good.
	But when the dust cleared, Megatron was 
crouched on the ground next to his dead 
opponent, clutching the imbedded scimitar for 
support as his optics flickered noticeably 
darker in exhaustion.  This had been no 
gladiatorial game; he'd had to fight hard for 
this victory.
	A tall shadowy figure, wrapped in long 
wings that trailed almost to the ground, 
stepped out from among the cheering crowd and 
approached Megatron.  Almost instantly the red-
and-silver flyer beside Soundwave shot into the 
air and came down between Megatron and the 
other robot, taking up a protective stance and 
glaring at the dark figure.
	Soundwave's highly-tuned audial sensors 
picked up what only the flyer was meant to 
hear.  "I don't need a bodyguard, Starscream," 
Megatron growled indignantly, and pulled 
himself up along the hilt of the scimitar.  
Starscream obligingly stepped aside, though he 
remained lingering nearby, keeping suspicious 
optics on the cloaked figure.  Almost as an 
afterthought he handed Megatron the long black 
fusion cannon, which the silver Decepticon 
slipped back into place on his right arm.
	Megatron too seemed suspicious of the 
black-and-gray robot, pointing at him with the 
tip of the scimitar and demanding, "Unfurl your 
wings, Shadowlord.  Or I'll see for myself what 
you're hiding under there."
	Shadowlord unwrapped the long cloak-like 
wings from around himself slowly and 
deliberately until they were curved fully out 
to both sides, his huge white eyes looking at 
Megatron in an expression almost of innocence. 
"I am unarmed, Megatron, as you can see."
	"Of course," Megatron said.  "Just like 
you had FireForge's best interests at heart 
when you maneuvered him into combat with me, 
I'm sure."  He nudged the dead Decepticon at 
his feet as he spoke the name.  "In any case, 
it's done.  As subcommander you inherit his 
territory now that he's ... departed ... and in 
return, your loyalty and your troops are mine.  
Don't ever forget it."  He cast a pointed look 
at his dead opponent, and then looked back to 
Shadowlord significantly.
	"But of course," Shadowlord said 
smoothly.  "I function for you and you alone."  
The barest hint of a smile curved his lips as 
he turned and re-joined a small waiting 
contingent of warriors, whom he led into the 
sky and out of the camp.
	The other spectators had already drifted 
off, their entertainment concluded with the end 
of the battle.  Megatron caught sight of 
Soundwave waiting quietly, with Ravage seated 
at his feet, and strode toward them.  Selenia 
peered around shyly from behind Soundwave, 
still nervous and wary in this strange place.  
Soundwave sent her a sense of reassurance 
through their mental link, and then focused his 
attention on Megatron.
	Despite his injuries, the leaking fuel 
drying in dark streaks across his plating, he 
moved easily, swinging the scimitar a bit, 
radiating a supreme confidence in his power and 
abilities.  On close inspection the color of 
his armor was just a shade or two darker than 
Selenia's, his optics brilliant scarlet and 
intense, or perhaps just alight with the thrill 
of a recent kill.  Soundwave sighed inwardly.  
A warlord sustained on combat prowess.  Just 
like Straxus.
	Megatron flickered a glance at Ravage, 
the barest trace of an acknowledgement, then 
regarded Soundwave.  "So you are the one Ravage 
has told me so much about.  Finally come to 
join us, have you?  Excellent.  We can use 
someone like you.  I don't normally trust 
scientific types, but your creation is 
talented, and his word counts for something 
around here.  He's served me well.  Do 
likewise, and you'll be rewarded beyond your 
wildest imaginings -- when Cybertron is unified 
under *my* command!"  His optics flashed bright 
for a moment.
	Soundwave regarded the silver warlord a 
little dubiously, reminded of what Straxus had 
said of Megatron once during a conference:  "An 
upstart who feeds his troops promises he can't 
possibly keep -- a megalomaniac with delusions 
of grandeur, who will one day come snapping at 
my heels to Polyhex and be squashed like an 
Insecticon."  With a contemptuous flicker of 
his optics, he'd added the old proverb, 
refering to Megatron's less-than-illustrious 
city of origin: "Nothing good ever came out of 
Perihellia."
	Megatron seemed barely to notice that 
Soundwave hadn't yet spoken one word, and 
instead looked up into the sky where the red-
and-silver flyer, Starscream, had transformed 
to jet mode and was tracing elaborate spirals 
through the air.  Angling sharply down, he put 
on a burst of speed and shot forward between 
two rows of makeshift barracks, nearly at 
ground-level so as to send warriors and 
sentries scrambling out of his way.  Arrowing 
straight towards Megatron, he reversed thrust 
at the last possible moment, transforming as he 
did so, to land on his feet in a cloud of dust 
directly beside his commander.  A mischievous 
grin played about his mouth and danced in his 
optics.  He was barely older than Selenia.
	Megatron looked at him and shook his 
head, faint amusement flickering in his eyes 
though he tried not to show it.  "My Air 
Commander, Starscream," he said to Soundwave by 
way of formal introduction.  "Showing off for 
the new arrivals ... or at least I *assume* 
that's what that dumb stunt was all about,"  he 
snapped in mock-irritation at Starscream, 
reaching out as though to swat him on the side 
of the helmet, but the flyer, apparently 
accustomed to this maneuver, danced neatly out 
of his reach.
	"Going to have to be quicker than that, 
Leader," Starscream taunted playfully.
	"Yeah, yeah. Next time I'll weld your 
wings on backwards and see you wreck havoc in 
my bivouac *then*," Megatron replied casually.  
He turned back to Soundwave.  "You'll find my 
Subcommander, Shockwave, in the field 
headquarters in the white building.  He'll give 
you your assignments, get you settled in.  
Probably start you off in repair bay, Ravage 
says you've got an aptitude there."  As he 
spoke, he caught sight of Selenia peering 
cautiously out from behind Soundwave.  The 
light in his optics changed a little; he tilted 
his head slightly, smiled at her.
	Soundwave did not like the way Megatron 
looked at Selenia, and moved unobtrusively to 
shield her from view.  After what she had been 
through lately, the last thing she needed was 
to be leered at by some uncultured warlord. To 
his amazement, though, he noticed that she was 
smiling shyly in return.  He had not seen her 
smile since Celene's death.
	"I think you're going to fit in nicely," 
Megatron decided, addressing Soundwave once 
more.  He walked off into the camp, swinging 
the scimitar a little in one hand.
	Starscream looked after him, a brief 
scowl crossing his features.  Then he regarded 
Soundwave, his crimson optics narrowing a bit 
in disdain.  "So you're the new medic, eh?  
Good.  We can always use an extra repairs 
tech."
	Soundwave did not bother to explain to 
Starscream, nor to Megatron, that repairs were 
only a small subset of what he might offer 
here.
		* * *
[BEGIN FLASHBACK]
	Night.  Soundwave was well aware that it 
was late, but for the last hours he'd been lost 
in his task, taking the welcome peace that came 
to the DeceptiTech complex after hours, and 
putting it to productive use.  With methodical 
exactitude, he sorted and filtered the last 
week's activity reports that were generated by 
the many projects under his supervision, filing 
each one twice -- once in standard scientific 
format, instantly recognizable to Decepticon 
researchers all across the planet ... and once 
in a format that would be acceptable to Lord 
Straxus.  He entered the last databit and saved 
his files, withdrawing the connection linkage 
back into the tip of his left index finger, and 
breaking his direct tie-in to the computer.
	He allowed his thoughts to drift into a 
review of Project Sensor-Spy, the one that had 
grown most interesting to him.  The 
fantastically complex task of enhancing sensory 
circuitry and tying it into the voluntary 
neurocircuits so that practically every micron 
of the resulting robot became a receptor for 
information, required many months of delicate 
work.  With the proper equipment and resources, 
as well as enthusiastic assistants and 
Soundwave's typical hands-off approach to 
management, Celene had been able to construct 
the beginnings of a working prototype in far 
less time than she'd projected.  As abrasive as 
she had been while first coming in, as much as 
she'd seen anyone in authority as an enemy, she 
none the less won the respect and dedication of 
her team very rapidly.  Once she came to 
realize that she wasn't under constant threat 
of having her funding cut off, nor that 
arbitrary edicts from above were going to 
interfere with her work, she had settled down 
and become almost personable.
	Soundwave often stopped by the sensor-spy 
lab to check on progress.  He'd always had a 
fascination for how cerebral circuitry worked -
- perhaps his telepathic abilities and self-
taught training in repair work, pre-disposed 
him toward such an interest --- but he lacked 
the precise knowledge of how it all came 
together.  In Celene's work he saw for the 
first time in great detail, the actual physical 
components upon which the complex mind of a 
Transformer was based.
	Much as Celene initially bristled at his 
presence, once she came to realize that he was 
there not to criticize, demand, or hurry her 
along, but instead that he was genuinely 
interested, she began to readily answer his 
many questions.  In the process of working on 
her task, she showed him step by step what each 
infinitesimal chip and wire was for, and why it 
had to fit together exactly just so ... and 
Soundwave would watch, and nod to himself, and 
seal the information away in his mind, never to 
be forgotten.  In time, the lay-out of the grid 
and the arrangement of the datachips became 
intuitive to him, and it seemed only natural to 
pick up the tiny bits of circuitry and wire 
with needle-tipped tools, slip them carefully 
under the magnifier, and string them together 
with the micro-welder, all in their place.
	The first time he'd attempted this, 
Celene had angrily demanded to know what he was 
doing, claiming that just because he was the 
lab director, didn't mean he could come in and 
try his hand at her work; in response he'd 
simply shown her a perfectly-strung sequence of 
parasympathetic relays.  She stared at it 
speechlessly for a moment, and he filled the 
silence with "The basic circuitry is time-
consuming work.  If I assist, you are more free 
to assemble the experimental segments."  So it 
happened that Soundwave came to be peripherally 
part of the sensor-spy team.
	He smiled a bit at the memory as he 
dimmed the lights in his little office and 
stepped out into the corridor, making a final 
round of the complex before the short flight 
home.  It had become habit, this last once-over 
to make sure that all was well.  Occasionally 
he came across scientists or techs who had lost 
track of time in their pursuit, or were caught 
in the midst of some discovery, and labored at 
their workbenches, enjoying the peace and 
solitude.  Soundwave was not in the habit of 
disturbing them.  He would pause at the door, 
observe for a moment, nod to the individual if 
they happened to look up and catch sight of 
him, and then move on.
	A light was on tonight in Celene's lab.  
Not unusual, as she was one who often stayed at 
her task well after everyone else had gone 
home.  Soundwave paused at the door ... and 
then decided, just this once, to step inside.  
Celene looked up, startled to hear footfalls, 
her optics blazing bright gold for a moment.
	"Oh, it's you," she said, relaxing again.  
"Surprised to see you about so late."
	Soundwave came over to join her at the 
workbench, his optics flickering a little 
brighter in amusement.  "We paper-pushing 
administrative types have responsibilities to 
meet too, you know."
	Celene winced a little, averting her 
gaze.  "I did call you that once, didn't I?  
Well how was I to know that you were a 
scientist forced to double as a bureaucrat 
rather than a bureaucrat who thought he knew 
something about science?  That's all I'd ever 
run into before.  Soundwave, I-" she took a 
breath and lifted her head, meeting his gaze 
steadily. "I'm sorry I misjudged you so badly 
in the beginning.  You've been very good to me, 
to all the scientists here.  You've fought for 
us, you understand what's important here, and 
your door is always open to deal with concerns.  
I shouldn't have categorized you before I even 
knew you."
	"It is as you say, Celene -- you had 
never known anything else.  It is 
understandable that you would have expected 
more of the same.  I am pleased, however, that 
you seem content here now."
	"Content!"  Celene smiled.  "You're the 
master of understatement.  This is what I have 
always wanted to do with my life, *this*."  She 
indicated the carefully arranged coils of 
neurocirciutry arranged on the table before 
her, the filamentous wires converging on the 
partially complete cerebral core which was 
hooked to sensory inputs and outputs, which in 
turn were constantly being monitored for power 
fluctuations by the bank of machinery set up 
around the circuits like a protective barrier.  
"When the body casing is complete and it comes 
on line, it's going to be able to tell us so 
much about the world it perceives, maybe 
knowing sensations that we can't even imagine.  
It's ... it's really going to be a living 
thing, that's slowly coming clear to me as I 
work on it."
	She stepped away from the lab table and 
went to another, pulling a sheet of print-out 
from underneath several others, and beckoned 
Soundwave closer.  "Here's the body casing 
we've settled on.  Something that can get in 
and out of small spaces unseen and unheard, 
something that can defend itself if it has to, 
something small and agile and fierce.  The body 
is a replica of a MechPanther, a rare and 
elusive predator that once existed on Cybertron 
... though of course the mind will be so much 
more."  She held the blueprint up for Soundwave 
to see, an outline of a sleek feline creature 
with gleaming fangs, retractable claws, and 
eyes like elongated diamonds.  "Picture it in 
black," Celene said with a triumphant smile.
	Soundwave nodded.  "Most impressive.  
However, if I may make a suggestion--?"
	Celene frowned at the blueprint as though 
wondering what changes Soundwave might make to 
the design.
	Soundwave reached out and gently took the 
blueprint from her hand, placing it back on the 
table.  "It is very late, and you have been 
here after hours every night for the past two 
weeks."
	"How do you know th--"
	"I know these things.  My suggestion is 
that you give yourself the rest of the night 
off.  And I shall do the same.  There is an 
all-night refueling stop not far from here that 
serves excellent hot energon.  I would be most 
pleased if you would agree to join me there."
	Celene  looked taken aback for a moment.  
Her gaze darted to the prototype cerebral 
circuitry, then to the litter of blueprints, 
then back to Soundwave, her gold optics 
flickering faintly.  "I suppose I ... well this 
is rather ... yes, you know, I think I would 
enjoy that," she finished, the light in her 
optics steadying as she ended her words with a 
smile.
[END FLASHBACK]
		* * *
	Repair bay was a tent set up on the inner 
perimeter of the bivouac, outfitted with 
several workbenches, tables, a row of converted 
recharge beds, and additional mattresses in 
storage that could be unfurled as resting 
places for patients when the existing spaces 
ran out.  SkyDagger, one of the resident 
medics, had given Soundwave a brief overview of 
the facilities and equipment available 
(pitifully inadequate by DeceptiTech 
standards), and then left him to familiarize 
himself further while she saw to other matters.  
It was obvious that the repaireons here had 
done a lot with a little, stretching their 
minimal resources as far as they possibly 
could.  Although there weren't many tools 
beyond the most basic of survival needs, all 
were kept in top condition, and all work 
surfaces were clean and accessible.
	Ravage had disappeared into the camp to 
resume old contacts, but Selenia hovered around 
her creator excitedly as he looked through the 
storage bins of spare parts.
	"Do you think he noticed me?" she asked 
for the third time.
	*He noticed you, alright,* Soundwave 
thought to himself with faint annoyance as he 
riffled through replacement circuitry ranging 
from neural filaments to memory chips.  
Although he had raised much of his mental 
shielding, Selenia's insistent question 
whispered through the mental link between them.  
Finally he resigned himself and looked up from 
his inventory.  Selenia was watching him 
expectantly.  She was interested, alive, happy.  
So different from the withdrawn and terrified 
child who had made the journey from Polyhex.
	"So what do you think of him?" she 
persisted, almost bouncing on the balls of her 
feet.  "Talk to me, Soundwave!"
	How to phrase it so as not to totally 
crush her adolescent infatuation, and with it 
the start of her healing process, while still 
discouraging her from actively pursuing a quest 
that could only end in sorrow?  "I think ... 
that my powers of judgement are not currently 
at their best," he replied carefully, for this 
was undoubtedly the case.  "Nevertheless, you 
must keep in mind, Selenia, that Megatron is a 
commander fighting a war, and one with certain 
... ambitions ... and as such he has a great 
many responsibilities and concerns.  I do not 
believe he would take time out for much ... 
distraction."
	"Oh," she said, momentarily crestfallen.  
Then she brightened again.  "But we don't 
really know that for sure yet, do we?  I mean, 
we barely know him, still."
	*Quite right*, Soundwave thought, and 
resolved to keep a surreptitious optic on 
Megatron in hopes of learning more.
		* * *
[BEGIN FLASHBACK]
	It became ritual for them to stop at the 
refueling station after hours, to the point 
where they became a common sight to the 
servers: Soundwave and Celene at their table in 
an out-of-the-way corner, in the comfortably 
muted light, often spreading print-outs or 
datapads or bits of circuitry out on the table 
before them for discussion in the course of 
their meal.  It happened that Celene would 
sometimes place her hand on Soundwave's forearm 
while making a point in conversation, and it 
happened on occasion that Soundwave would take 
her hands in his to calm her from some 
temperamental outburst, and in their way they 
grew close and comfortable with one another, 
though neither spoke of the matter.  Their 
conversations centered around the project, 
always the project, which had since been 
redubbed "Project Ravage" by its designers in 
the realization that the prototype, once 
infused with life, would have a conscious 
identity, and as such, it would need a name.
	"I've been worrying about something," 
Celene said one night after they'd both been in 
the lab many hours, Celene all day and then 
well into the night, and Soundwave after the 
complex quieted for the evening and his other 
duties were complete.
	Soundwave regarded her calmly from across 
the table, enjoying his energon while he waited 
for her to continue.
	"You know how we've been talking about 
what Ravage will experience once he comes on 
line -- well, what if his sensory modes are so 
far beyond ours that we have a hard time 
imagining what he perceives?"
	Soundwave nodded.  The closer the 
prototype had come to completion -- the more 
recognizable it became as a robot with the 
addition of endostructure and muscle cables and 
optic lenses -- the more the design team came 
to refer to it as "he" and "Ravage" rather than 
"it" and "the prototype."  Soundwave had to 
admit that he felt a personal connection 
himself, with the mass of convoluted circuitry 
and endostructure that lay in wait in the 
laboratory, every day edging closer to being 
ready for the vital spark of life.  He had seen 
the process of life-infusion a number of times 
-- in fact he had supervised it on several 
occasions at DeceptiTech as Decepticons with 
new and experimental functions were brought on 
line -- and there was always something 
compelling about it, something that drew him 
and kept him fascinated and wishing to be 
closer to it.  With Ravage, he had built and 
installed components with his own hands, and 
perhaps that was why he wished to be present, 
at least in some capacity, when the first light 
flickered on in his eyes.  It would be a most 
interesting experience....
	"What if his perceptions are so 
different," Celene continued, breaking in on 
his thoughts, "that he can't even communicate 
what he senses?  Think about this -- we've 
absolutely packed him, not only with recording 
equipment, but with audial, tactile, 
electromagnetic, chemical, olfactory, 
gravimetric, and night-spectrum scanners, and 
the ability to process the input from all of 
those senses at once.  With his cloaking and 
damping fields, he may be able to go just about 
anywhere on the planet and bring back 
information on just about anything, but how's 
he going to convey it to us?"
	Soundwave tilted his head in thought.  
"Yes, I see your concern," he said.  "And it 
may be a valid one.  He has a voice module, but 
whether it will even seem appropriate to him to 
converse in that manner, remains open to 
question.  We will not know until we put him to 
the test, how well he can interface with 
standard playback equipment, even though he is 
designed for such.  I believe your real 
question is whether his mind will be too alien 
to relate to."
	"Right," Celene confirmed.
	Soundwave smiled. "Do not be overly 
concerned.  I suspect that I will be able to 
reach him, if necessary guide him toward easy 
communication with others.  I have ... some 
experience in these matters."
	"Oh?" she reached for her chalice of 
energon, regarding him curiously.
	"I am a telepath, Celene.  Were you 
unaware of that?  I know the subject has never 
come up in conversation, but most of your co-
workers know--"  He stopped upon seeing the 
look on her face.  The energon chalice had 
frozen halfway to her lips, her mouth slightly 
open as though to take a sip, her optics fixed 
on him in a look of pure horror.
	Slowly she put the chalice back down and 
pushed herself back from the table.  "You're a 
telepath," she repeated, barely above a 
whisper.  Then her optics flashed bright as she 
continued in a louder, more openly angry tone, 
"So *that's* how you were able to manipulate me 
into taking the post at DeceptiTech -- by 
looking into my mind, pulling out the very 
things that you could best bribe me with, and 
innocuously offering them to me as though it 
was a coincidence!  Is that what's going on 
*here* too, Soundwave?  Did you monitor my 
thoughts and decide that my curiosity about 
you, made me vulnerable to exploitation, and so 
you pursued that as well?  What's your real 
motive?  Perhaps to end up in control of 
Project Ravage yourself??!"  She'd risen from 
her chair as she spoke, staring at Soundwave as 
though he were some horrific monster that might 
leap up and dismember her at any moment, one 
that she was slowly backing away from rather 
than risking any sudden moves.
	Soundwave regarded her in complete 
amazement.  "Celene, I can assure you that I 
would never violate the privacy of an 
individual's mind without dire cause, and I 
have most certainly never scanned you.  Or else 
surely I would have known the outcome of 
revealing my ability to you--" But she was gone 
already, bolting for the door past surprised 
waiters and somewhat irritated customers.
	Soundwave looked after her, stunned.  
He'd experienced a variety of reactions to his 
telepathic ability, and while he'd never gone 
out of his way to advertise the fact, he had 
never seen fit to keep it a secret either; it 
was simply part of who he was.  During his days 
in the battle units, his comrades had sometimes 
regarded him with initial suspicion as they 
wondered, like Celene, whether he was helping 
himself to their innermost thoughts and using 
them to his own ends.  But even those who 
steered clear of him for a while, eventually 
came to realize that his word of honor was 
inviolate -- that, if he claimed he was not 
invading their privacy, then they could be 
certain of the truth of his words.  Eventually, 
most of his associates came to regard the 
ability as practically normal -- a talent that 
was useful in its place, like any other.
	A response like this, he had never gotten 
nor expected.  Upon reviewing the matter, he 
realized it was perhaps inevitable that someone 
would eventually react with more revulsion than 
most ... but he would never have thought it 
would be Celene.  He felt an unexpectedly sharp 
stab of disappointment.  For a highly-trained 
telepath and someone who had always considered 
himself an accurate judge of character, it was 
not a situation he had imagined ever to find 
himself in.
		* * *
	He circled the skyways of Polyhex for the 
rest of the night, and came in early the next 
morning to find her waiting for him in his 
office, downcast and contrite.  "I did it 
again, didn't I?" she burst out before he could 
even say anything.  "I made a judgement on the 
barest amount of information, and didn't stop 
to think about the truth.  There's plenty of 
things you might have taken advantage of or 
goaded me with, if you really were riffling 
through my thoughts like a common lecher.  You 
could have maneuvered Project Ravage out from 
under me months ago if that had been your 
intent, and yet at every turn you were 
supportive and encouraging.  Not just to me, 
but to everyone I've seen you interact with.  
I'm disgusted with myself, that I was willing 
to throw away everything I've come to know 
about you, on the weight of one revelation and 
my own preconceptions about it.
	"The only thing I can say in my defense 
... is that my life has been the Project for 
the better part of a year, and while I've loved 
every moment of it, the late nights and intense 
hours have taken their toll on my good 
judgement.  As we close in on the end, I've 
worried about all the thousands of little 
things that might go wrong.  I've worried about 
the major things that might go wrong -- funding 
cuts, priority shifts, someone else taking over 
-- that the floor would be pulled out from 
under me at the last moment, that I would be so 
close to seeing my work complete, and then 
facing emptiness.  And then ... this is a 
terrible thing to admit, Soundwave ... then 
I've worried that perhaps Ravage would come to 
life and only you would be able to speak to 
him, closing me off from him altogether."  She 
ventured a glance up at him, and then lowered 
her head, unable to meet his gaze.
	Soundwave brought two fingers gently up 
under her chin, urging her to look at him.  
"Celene," he said quietly, "there are solutions 
to every problem.  Ravage will have a great 
deal to tell the world, and a great deal to 
tell you, his creator.  It is entirely possible 
that it will take a telepath to fully 
communicate with him.  But that does not mean 
that his messages will be lost.  Now here is an 
option.  Tell me what you think of it.  Ravage 
is designed to transform into a data cartridge.  
My internal circuitry is designed to record, 
process, encode and decode information of many 
sorts.  One of the storage devices I can make 
use of, is a standard data cartridge.  With 
some internal alteration, Ravage and I could 
link directly, and I could translate anything 
he might wish to convey.  It sounds complicated 
and awkward at first, but consider it a 
prototype association, something that may serve 
as a model for new ways to apply the sensor-spy 
technology.  A test of how well one might make 
use of the element of teamwork in this concept, 
in order to enhance its future uses even 
further."
	Celene's golden optics went bright with 
amazement. "You would undergo a structural 
alteration for this project?  It's that 
important to you?"
	Soundwave's optics brightened a bit in a 
smile.  "I realize you are no telepath, Celene 
... but I would have thought it would be 
apparent to you by now."
[END FLASHBACK]
		* * *
	Soundwave heard their conversation from 
some distance away as he approached the field 
headquarters, its flimsy aluminum walls letting 
sound pass through almost unimpeded.
"Just because you've got the hots for his 
daughter," Starscream was saying, "you bump him 
up in rank and put him in charge of 
communications?"
	"Don't be absurd, Starscream," Megatron 
replied, his tone tolerant and a little bored 
more so than annoyed.  "I put him in charge of 
communications because I've reviewed his 
records -- he served under Thresher starting in 
26671, and then Shatterstar afterward when they 
re-took Polyhex, and he's got a list of 
commendations *this* long -- decryption of 
enemy transmissions that no one else could 
crack, encryption codes that it took the 
Autobots years to figure out, messages 
transmitted intact through conditions where 
shouted words from someone standing next to you 
would have gotten lost, you name it.  I'll be 
damned if I bury him in repairs when he could 
be this useful at the com station."
	"Okay okay, I get your point," Starscream 
said.  Then he laughed, and pestered, "So tell 
me about Selenia.  I've seen you look at her."
	Soundwave slowed his steps a bit, curious 
to hear the reply, and equally curious that 
Megatron had a working knowledge of recent 
history, something that most regional warlords 
couldn't be bothered with.  Each one commonly 
thought he had invented modern battle tactics 
as they stood -- and as for accessing records 
on underlings, they typically left that to some 
low-ranked lackey and then barely deigned to 
listen to the resulting report.
	"I look at plenty of females," Megatron 
grumbled in response to Starscream.
	"Heh, sure, but this one hasn't 
conveniently thrown herself at your feet yet.  
What are you going to do about that?"
	"Oh get *out* of here, Starscream, and 
leave me alone, I've got things to do," 
Megatron growled with a trace of irritation.
	Soundwave continued more rapidly, not 
feeling right about using his enhanced 
abilities to overhear private conversation, 
even if it did concern his daughter.  He would 
say this much for Megatron, while he had thrown 
more than a passing glance in Selenia's 
direction over the last week, he hadn't yet 
tried to use his command position to take 
advantage of her adulation ... much to 
Selenia's disappointment.
	Soundwave entered the headquarters 
building, a makeshift structure of metal siding 
that housed cobbled-together computer 
equipment.  Datapads and written plans were 
scattered about on the huge table at which 
Megatron and his command staff held their 
meetings ... though from Soundwave's 
observation, Megatron's version of a "formal 
staff meeting" tended to be a quick 
consultation with Shockwave or Starscream 
somewhere between one battle and the next, and 
the headquarters building was more of a private 
retreat for him, where he withdrew when he 
wanted to make undisturbed plans.  Starscream 
apparently was always welcome, but Soundwave 
knew he was intruding.
	He considered briefly how to properly 
address his current leader.  Most regional 
warlords cherished overblown and pretentious 
titles, though even the lowliest of Megatron's 
underlings seemed to most often address him 
just by his name.  This, however, seemed a 
privilege of familiarity that Soundwave, as a 
new arrival, did not feel at liberty to take.  
"Commander," Soundwave finally selected as a 
greeting, inclining his head toward Megatron 
slightly.  "My apologies for disturbing you."
	Megatron leaned back in his chair at the 
computer terminal and smirked slightly, whether 
out of amusement over Soundwave's formal mode 
of address, or over Starscream's conversation, 
was difficult to tell.  "Come in, Soundwave.  
We were just-- that is, Starscream was just 
leaving."  He shot a pointed glare at 
Starscream, who had not budged from his place 
at the edge of the conference table, letting 
his legs dangle down over the edge.
	"I was?" he asked in surprise.
	"You were," Megatron confirmed.
	Starscream reluctantly slid off the edge 
of the table and sidled past Soundwave out the 
door, glowering at him as he went past.
	"You need not have dismissed Starscream 
on my account," Soundwave said.
	"You wouldn't show up here unless it was 
something important," Megatron said.  "I know 
because I've been watching you.  Besides, 
Starscream was talking nonsense.  Great kid, 
but there's only so much of that I can take at 
a time."  Megatron dismissed the subject with a 
motion of his hand.  "Anyway -- what have you 
got for me?"
	"It concerns the satellite link on the 
communications station, and the encryption code 
generator that functions during enemy 
surveillance.  There is a way to change the 
wavelength of transmission so that the Autobots 
will have difficulty intercepting the signal in 
the first place.  I merely require your 
permission to implement the changes."
	Megatron regarded him intently for a 
moment, then said, "Show me."
	Faintly surprised that the warlord would 
even take an interest in such mundane matters, 
Soundwave nodded, and led the way to the 
communications station.  The main access panel 
was already removed, and he pointed out 
precisely what he intended to do, beginning in 
simple terminology, but Megatron quickly 
interrupted him with a very pointed technical 
question.  Surprised again, Soundwave obliged 
with an equally technical answer.  They spent 
the rest of the afternoon this way, Soundwave 
rewiring the transceiver and explaining each 
step of it to Megatron, who listened with great 
interest and seemed to have no trouble keeping 
up with the details.
	Soundwave was forced to revise his 
initial evaluation.  This was no Straxus.  It 
was obvious that Megatron had no formal 
training in science and engineering, but what 
he lacked in education he made up for with an 
almost instinctive understanding of the 
workings of complex technology, and an 
overriding desire to learn more.  Several times 
the conversation sidled away from 
communications systems; Megatron was 
particularly interested in weapons design, and 
mentioned several half-formed theories on how 
existing weaponry might be made more efficient 
-- bigger, better, more destructive.  "We'll 
have to get together on this sometime, build 
some prototypes," he said, his optics 
flickering bright scarlet with enthusiasm.
	Soundwave looked dubious.  "Some of what 
you propose," he said cautiously, "has not been 
attempted before."
	"Then it's about time somebody got to 
it," Megatron replied. "I know some of this 
stuff can work.  All I need is for a scientist 
-- someone like you, for instance -- to check 
over the details."
	Soundwave sensed a change in Megatron 
suddenly, something closing down, some line of 
communication severed, as though the silver 
warlord regretted the easy exchange of ideas 
over the last few hours, which Soundwave had 
found himself quite enjoying.
	Soundwave looked up questioningly.   
Megatron had drawn back, watching him with a 
strangely mistrustful expression.  With 
upgrades to the com station complete, Soundwave 
fit the access panel back into place and then 
stood.  "Is there some other manner in which I 
can assist you, Commander?" he asked, puzzled 
now over what had brought on this sudden cold 
distance that he perceived.
	Megatron's fiery scarlet optics darkened 
perceptibly.  "You ran DeceptiTech Labs in 
Polyhex, as I understand."
	"Affirmative."
	The next question was almost hesitant.  
"Did you ever work with a scientist named Sigma 
Drakona?"
	Soundwave tilted his head slightly. "She 
was employed at DeceptiTech for a while.  
However, nobody worked *with* Sigma Drakona.  
One either worked for her, or worked against 
her.  Unfortunately for her, I worked against 
her."
	"Explain."
	"She felt she stood outside the rules.  
She was a risk to everyone near her.  She 
continuously tyrannized her team into 
completing dangerous and unauthorized research.  
When a sustained chain reaction in her lab got 
out of hand and exploded, killing two of the 
attending scientists, I sent her on her way.  
She next went to the research facility of a 
weapons manufacturer, where she was 
subsequently killed in a mysterious explosion 
that destroyed the entire complex."  Soundwave 
regarded Megatron curiously.  It was not his 
place to inquire about this unexpected line of 
inquiry, and yet Megatron had seemed so 
conversational for the last few hours, so 
approachable in a way that Soundwave would not 
have expected, that he chanced the question, 
despite the inexplicable change in manner just 
now: "Why do you ask?"
	Megatron's darkened optics flashed bright 
again.  "None of your concern," he snapped, and 
turned to stalk off, leaving Soundwave utterly 
perplexed.
		* * *
[BEGIN FLASHBACK]
	The laboratory that had always been so 
brightly lit, so clean and sterile and orderly, 
was now softly illuminated in a dim, muted 
light.  The temperature had been raised a bit, 
the clutter of intimidating microcircuitry 
tools and welders had been returned to storage, 
and the looming hulks of the conductance meters 
and feedback receptors had been banished to 
distant corners of the room.  Even the other 
lab benches had been pushed back slightly, to 
clear a space around the table in the center, 
where the entire room seemed to come to a focal 
point.
	Ravage lay on the table as though he were 
resting comfortably and yet still alert to his 
surroundings, a sleek, compact figure in deep 
black and matte silver.  His head rested on his 
outstretched forepaws, his hind legs were 
tucked up against him, his ears were pricked as 
though listening for the faintest sound.  Only 
his optics remained dark, the slanted diamonds 
of the lenses opaque in a deep ruby red.
	Soundwave watched as Celene made the last 
connections to the activation ports in center 
of Ravage's forehead, and strung the silvery 
cables outward around him like a web.  Then she 
moved with deliberate steps around the table 
and took up her place near Ravage's head.  She 
looked around at the other scientists who had 
been part of her team, who had worked on this 
project for so many months, regarding each of 
them in turn:  the microsensor specialists, the 
nanochip engineers, the cloaking technology 
experts.  Finally she sought out Soundwave, who 
had taken up a position opposite her.  She held 
his gaze for a long moment, and then smiled.  
"I believe we're ready," she whispered, as 
though any louder sound would break the 
reverence of this moment.
	Soundwave and the other Decepticons 
reached down, each picking up the nearest 
silver infusion cable.  Access ports in helmets 
slid open, cables were connected up ... and 
Soundwave found himself lost in a dazzle of 
sensation.  He detected very clearly the 
individual minds that were there all around 
him, each one with its unique "voice" and 
"touch"; he followed along as the others 
experienced a faint taste of what a telepathic 
surface scan was like, linked to one another as 
they were and suddenly knowing each other 
without putting it into words.  He himself was 
familiar with the sensation, of course, but 
there was something more here, something which 
was new to him.  He could literally trace the 
path of pulses of glowing life-energy that 
converged from the surrounding robots and 
toward the still form in the center, that 
loomed in his consciousness like a black-body, 
absorbing all power.  Instinctively knowing how 
it was done, he transmitted life-energy of his 
own, adding it to that of the others, all the 
while observing every moment even as he 
experienced it, for permanent storage in his 
memory banks.
	A shiver of delight and amazement as the 
faint whisper of a new consciousness came to 
him, something hungrily drawing in the energy 
being sent to it, eager for more, lapping it up 
and coalescing into incipient sentience.  
Soundwave mentally glanced around at the 
others.  No, they hadn't noticed it yet.  He 
sent the new consciousness an additional surge 
of energy, and the eager new mind leapt upward, 
followed the trail of input and reached out to 
his thoughts....
	"*Welcome, Ravage*", he sent, conveying a 
sense of assurance and affection.
	"*Greetings ... Soundwave?*" the other 
sent back, a little uncertainly, though the 
words were steeped in trust and wonder.  
Although still gaining full awareness, there 
was already the framework of personality in the 
new consciousness -- bold and independent and 
ravenous for whatever sensations its multiple 
sensory inputs could bring it.  All the other 
details would be filled in by experience.
	Soundwave felt an unexpected kaleidoscope 
of emotions as the new consciousness reached 
out to him in a way that only fellow telepaths 
had done previously, but this was much more 
personal, much more intimate, much more 
important.  Pride and protectiveness, devotion 
and responsibility, the panorama of future 
possibilities, chased themselves through 
Soundwave's thoughts and were mirrored back to 
him by the new mind.
	He'd almost forgotten the others in the 
link ... they should be in on this.  Mentally 
he cast about, seeking a fix on their minds 
again, trying to draw them in.  Celene's 
"voice" caught him, drew his attention ... he 
knew her in an instant better than he'd ever 
known her through the long months of working 
together, knew her struggles for acceptance and 
progress in the scientific community, saw the 
bright starbursts of her passions and heard the 
cool blue undertones of her core of certainty 
and skill and confidence.  She gravitated 
toward him, opening herself to him willingly, 
her mind alight in joyful colors and vibrant 
music.  In the depths of the creation-link they 
were for the first time fully honest with one 
another and with themselves ... their 
professional association had been slowly 
growing into far more than that, the apparently 
accidental contacts, the brush of a wing, a 
reassuring touch ... all of it leading up to 
this moment.
	Soundwave slowly became aware of his 
physical surroundings.  Celene's golden optics 
were brilliant and locked with his.  Ravage sat 
between them, his eyes glowing, his thoughts 
still in faint contact with Soundwave's, as 
though not wishing to break the link.  The 
others slowly disconnected the infusion cables 
and stood in respectful silence around the 
table, their glances flickering from Celene to 
Soundwave to Ravage and back again, quietly 
amazed at what they had experienced, or thought 
they recalled......
[END FLASHBACK]
		* * *
	For the first time since Soundwave's 
arrival, the camp was under full-scale attack.  
He'd been called back to repair bay to fix some 
minor damage, and so had no warning on sensors, 
until the missiles rained down out of the sky.  
Megatron's voice crackled over the short-range 
radio link, commanding all armed and functional 
Decepticons into battle.  Leaving Selenia 
sequestered indoors, Soundwave and Ravage 
hurried out and plunged into the fray.
	Soundwave found a somewhat sheltered 
position behind one of the embankments that had 
been built up around the camp, and fired over 
the top of the barrier along with perhaps half 
a dozen other warriors.  Ravage slipped off 
into the rising dust and black smoke.  His 
small size and stealthing shields allowed him 
to close in on the enemy robots, leap 
unexpectedly for their throats, rip out a few 
cables and fuel lines, and then vanish again.  
For a brief while he remained in mental contact 
with Soundwave, then he withdrew his thoughts 
and focused solely on his prey.
	From somewhere ahead of the embankment, 
the fireball of an explosion mushroomed into 
the gathering soot.  "Someone's taken out one 
of the missile launchers!" one of Soundwave's 
companions exclaimed.  "This is our chance to 
break their siege."  In a flash of gold and 
brilliant laser light, with both guns blazing, 
she vaulted herself over the wall and stormed 
into the billowing smoke.  The remaining 
warriors followed, Soundwave among them.
	The others were lost from sight almost 
instantly, somewhere ahead of him.  He filtered 
all of his audial inputs, listening for the 
footfall of an approaching Autobot, the faint 
power-up hum of a laser weapon, somewhere under 
the clash and din of explosions, artillery 
fire, and cries of pain.  More than once his 
senses warned him and he spun to fire into the 
thick smoke, to be rewarded with the smoldering 
body of an Autobot landing at his feet.  
Another fireball explosion went up nearby, 
another missile launcher taken out.  He ran 
toward it.
	A gust of wind cleared the billowing 
smoke just ahead of him.  A silver figure 
writhed in the burning wreckage of the launcher 
-- Megatron, his hands locked around the neck 
of a similar-sized Autobot.  Again and again he 
pounded the Autobot's helmet against the 
infrastructure of the mobile launcher, 
apparently heedless of the flames that shot up 
all around him.  Finally the Autobot lay still, 
the helmet and optics shattered and cerebral 
circuitry spilling out through the cracks.
	Megatron staggered up and out of the 
wreckage, and Soundwave could see for the first 
time that a jagged beam had been driven all the 
way through his midsection, piercing an almost 
impossibly unlikely junction between two armor 
plates.  Megatron fell to his knees and doubled 
over as though only now becoming aware of the 
pain, his hands clutching at the beam and 
slipping away from it, the surface wet with his 
own leaking fuel.  It was a potentially fatal 
injury, and Soundwave hurried forward to help, 
not even taking the time to put away his laser 
gun.
	Some preternatural instinct told Megatron 
in the midst of his agony that someone was 
near, for his head snapped up and his optics 
blazed a murderous scarlet.  "You!" he snarled 
at Soundwave. "I knew I couldn't trust your 
kind!"
	He somehow managed to bolt to his feet, 
slamming full-force into Soundwave.  Completely 
unprepared for such an action, Soundwave fell 
backward, losing his grip on his laser, which 
skittered off along the ground.  Megatron's 
hands gouged into Soundwave's shoulder, the 
incredibly powerful grip closing and crushing 
the metal, tearing connectors and severing 
neurocircuits as he swung Soundwave around and 
slammed him headlong into the burning debris.
	Soundwave struggled to free himself from 
the glowing-hot frame.  His left arm was 
useless, the pain from his shoulder threatening 
to overtake him and send him spiraling into 
unconsciousness.  Using every bit of mental 
training he could muster at that moment, he 
forced himself to concentrate, fixing on the 
image of Megatron swaying before him and 
stumbling forward, apparently with every intent 
of finishing the job.  In desperation Soundwave 
sent out a telepathic scan ... why, *why* would 
Megatron suddenly attack him so viciously, when 
he had always seemed focused and rational and 
even admirable in his way -- not at all the 
frothing megalomaniac whom Straxus spoke of.
	He caught an image of himself from a 
minute ago, mirrored back to him in Megatron's 
thoughts:  a large indigo Decepticon 
brandishing a laser gun in clear threat, the 
expression unreadable behind the red eyeband 
and concealing facemask -- striding forward to 
finish off a wounded Megatron and assume 
command of the small army himself, the life 
that Megatron had fought so hard to attain.  
Mixed into the thought there was an image of 
Sigma Drakona and an undercurrent of memory of 
unspeakable torment ... the certainty that 
scientists were not to be trusted, no matter 
how interesting he might find some of their 
subjects of study.  It was the barest touch of 
a surface scan, and it took no more than a 
split instant.
	Soundwave just barely managed to roll 
away as Megatron lunged for him.  "Commander, I 
came to assist!" he assured.
	Megatron snarled and swung a poorly-aimed 
fist, and Soundwave scrabbled backwards, away 
from the smoldering launcher.  "I meant you no 
harm," he continued, and then with all the 
conviction he could possibly convey, "I am 
*not* like Sigma Drakona."
	Megatron staggered and sagged against the 
brittle beams of the missile frame.  The surge 
of fury that had powered him in the face of all 
physical damage, was fading out rapidly.  
Soundwave crept forward again, half-expecting 
Megatron to find a renewed burst of strength 
and try for another attack, but fuel was 
gushing freely now from his wounds, and he 
could not be left out here much longer.  The 
silver warlord flickered his optics as though 
trying to clear his vision and gasped 
incredulously, "What?  Assist?"
	"Yes of course," Soundwave said, trying 
to pull Megatron up with his remaining 
functional arm.  Finally it seemed to dawn on 
Megatron that he was not about to become easy 
prey for a usurper, and he managed to help 
support his own weight a little, as the two of 
them slowly and painfully made their way back 
to base.
		* * *
	Starscream hovered anxiously near the 
repair table while the finishing touches were 
put on Megatron's armor.  He'd kept up a 
running litany of how many kills he'd achieved 
against the Autobots, how quickly they were 
routed, how few of their mobile missile 
launchers they'd been able to take back with 
them, all occasionally interspersed with a 
worried look at Megatron and some variant of 
"You going to be okay, Leader?"
	Each time Megatron had answered with a 
tolerantly amused affirmative.  "You're not rid 
of me so easily," he said to Starscream's 
latest question.
	Starscream grinned.  "Was worth asking, 
anyway.  If the Autobots knock you off, 
Shockwave inherits command -- and that would 
make me subcommander!  What do you think of 
that?"
	"*You*, subcommander.  That'll be the 
day," Megatron chuckled.  He pushed himself to 
a sitting position on the repair table, over 
the repaireon's protests, and said, "I'll be 
back in action again tomorrow, don't worry.  
Now go on, get out of here.  I've got some 
things to talk over with Soundwave."
	Soundwave, on the neighboring repair 
table, quietly flexed his left shoulder to test 
out the new repairs, and looked over at 
Megatron curiously.
	Starscream made a rude sound.  "What've 
you got to say to that tech-geek?"
	"That's about enough from you," Megatron 
snapped, taking an unexpectedly harsh tone with 
Starscream.  "Soundwave's the one who brought 
me back."
	Starscream's surprised expression faded 
into a scowl.  He shot Soundwave a glare, then 
turned and stalked out of the repair bay.
	Soundwave looked after the young flyer 
thoughtfully.  "Something tells me you will 
have trouble with him in the future," he mused.
	"With Starscream?"  Megatron laughed.  
"Nonsense.  He just needs to learn to think 
before he speaks sometimes.  That'll come with 
time.  Did I ever tell you where I scrounged 
him up?"

	The medics finished patching the other 
casualties from the attack, and one by one 
withdrew from the repair bay.  The base slowly 
became still as darkness fell, Soundwave 
catching the steady footfalls of the sentries 
on their patrol paths.  He checked in with 
Ravage and Selenia over their mental link, 
noting that both were well and reasonably 
content.  He and Megatron talked long into the 
night, about every conceivable subject.

		END

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