You can do it Soundwave...You can do it... She thought, over and over again, holding on as long as she could. Primus, please...

The energon explosion had not disappointed her, for the moment Knockout revealed there was no specific signal, and her own attempt to call for help had failed, it gave her one final chance. But whether the Autobots scanners would detect it, was another story. It had destroyed the surrounding environment, leaving charred remains of the organic life. If nothing, it had to be picked on the scanners, or at a stretch, the humans would detect it, and Agent Fowler would alert them. Yet that possibility seemed far away, almost too far.

She screamed in agony, the small device within her seemed to have dug deeper somehow. The pain in her chest was overriding everything she felt emotionally, and any other physical damage. Blue flames danced around her, burning the last remains of the trees. Cinders filled the air, creating a black snow over the landscape, contrasting the still shining sun that pierced through the clouds of dust and debris.

"You...Y..You slagging femme!"

Knockout cursed aloud, as he pushed himself up, shoving burnt trees off him. He looked down at his once beautiful paint job. Scratched, smoldered dull. He gritted his teeth tightly as he looked around hungrily for the femme. He stepped forward a little gingerly, small bits of circuitry were exposed, but he continued. Nothing matter as much as his own paint job did. Out of the scorched blue flamed landscape, he heard her cries and looked to it's source. A few meters closer, he saw she was as damaged as he was; but was suffering a torment he would never know. Knockout walked towards her. She was curled up, her arms covering her chest plates-as though it comforted her pain-ridden spark. She hardly registered Knockout pulling her up, and twisting her face to look at his.

"Such a shame a pretty femme such as yourself has to suffer." He growled with mocking sympathy, " but I do believe I owe Soundwave a favour." He smiled insanely. Arcee's optics opened slightly, as she whispered Soundwave's name out of recognition, before screaming in pain once more.

"Aufwiedersehn, mein fraulein!" Knockout grinned, as he prepared to strike-

"I would not do that if I were you."

Knockout paused, ready to strike at her spark. He turned slowly. Frustrated shock slowly began to overcome him.

Optimus Prime's faceplates were shielded by his face guard, but his optics had never shown such menace, almost rivalling Megatron's .The sound of something transforming and powering up alerted him to the others to his east and west, with Ratchet surprisingly to his south. Bulkhead and Bumblebee stood armed, glaring intently at him. Knockout cursed, as he looked from Arcee to them, and then he let her fall to the earth.

" Ratchet, get Arcee back to base immediately."

Ratchet wasted no time, picking her up gently in his arms, sparing a passing glance at Knockout, then leaving as he commanded Raphael to open a ground bridge. Knockout looked on disdainfully.

" She will dead soon anyway- you might as well have let me extinguish her spark-" All three blasters suddenly came unbearably closer.

" Take us to the Nemesis. Now."

Jack gripped the rails tightly. It had hardly been minutes since the scanners had picked up the explosion, confirmed when an Angry Agent Fowler called not long after. While the Autobots took a chance, mostly healed from their last encounter with Megatron to find out what it was, the kids speculation had run wild.

"Do you think..?"

" It's Arcee and Soundwave?" Jack said, finishing Raphael's question. For the last week or so, Jack had been wondering, unable to concentrate on anything. More than anything, he had wished that he could have done something to help her- or that some how, her and Soundwave, would appear at the base, unharmed and safe.

" Maybe it's a strange decepticon experiment gone wrong." Miko thought aloud, un-thoughtfully as Raphael and Jack shot her exasperated looks. She recoiled a little sheepishly, knowing her words were slightly out of order. But they couldn't blame her for trying in her own strange way to try and cheer them up, even if it was poorly received.

After the Autobots had been injured the day Arcee was forced to leave, it had seemed to all of them like the world was ending. The atmosphere within the base had been tense, so much so it had been unbearable at times. Recovery seemed a long way away, but it seemed determination to bring her back drove them towards progress. Arcee's presence was sorely missed, and even Ratchet couldn't hide his own guilt for being so sceptical of her; so sceptical of Soundwave.

"Raphael, open a ground bridge immediately!"

No time was wasted, as Raphael over came his surprise and typed in the commands faster than he had ever done. The base was lit with the familiar green light, as Ratchet stepped out, carrying Arcee in his arms. They looked on astonished, with joy filling their expressions.

Jack suddenly felt his heart sink. She was covered in burn marks, and scratches dripping energon were an unwelcome sight. A harrowing sound reached his ears as he watched her cry out in pain, only to silence, and her frame fall limp in Ratchet's arms.

Soundwave quickly composed himself as one tentacle wrapped itself tightly around Megatron's forearm, and using his own servos he began to tear of the armour in search of the small device. Arcee's well-being was the only thing that was keeping them both here- and it was also driving Soundwave's will to fight. He dug deeper and deeper, as energon began to spill, more liberally with each passing second. Megatron cried in pain, but retaliated as he brought his own clawed fingers deep into Soundwave's right shoulder, piercing his own armour and gripping the circuitry, ripping it out without mercy. Soundwave fell back in pain, but his tentacles kept his grip. As Megatron tried his best to remove the infernal things, but it only gave Soundwave a chance to lunge back again, continuing his work. For several minutes they wrestled, until finally, Soundwave saw the small device embedded in Megatron's circuitry. Megatron looked to it, and back to Soundwave with hell in his fiery optics. It was time to end it.

" IF you want this so bad- you can have it!"

Megatron shouted, finally managing to push him away, gripping the tentacles with a vice like grip as he ripped them off. Soundwave took a few exasperated steps back, as he watched Megatron darkly. Megatron grinned, as he reached to his forearm, pulling out the small device. He suddenly threw towards Soundwave, who caught it.

Megatron clutched his right forearm. It's circuitry was damaged and leaking energon, but he stood triumphantly despite his loss. A malicious grin insidiously spread across his faceplates. Soundwave looked up to him. He felt the pit that had appeared earlier reappear within. Arcee.... the haunting thoughts of what could have befallen her returned, more real than they had before.

Megatron taunted him with the dark silence he had suffered, until he released it.

"Her spark is gone."

Soundwave looked at the small device he had caught in his servos. It weighed heavier than anything he had ever known. His long fingers were shaking, as he let it fall to the floor, were it broke in two on impact-almost a mirror image of what his spark was becoming.

Arcee....Arcee...Please let me know your okay...tell me your not one.... He desperately sent messages, but nothing came back. No reply. Nothing. He could see it all to clearly- her empty frame, lying there. Just as Solarlight's had.

But I promised....I said... I wouldn't let you down.... Tears suddenly fell behind his visor. If she could have shared the pain she was forced to suffer, Soundwave doubted it even compared. His spark felt cold, and empty. He was empty again. The isolation he had found solace in once again returned, almost as though it stood before him, outstretching it's own dark servo. Yet this time it was not silence he was going to embrace. Not this time.

I knew this was too risky....why....Primus, why?!

Megatron watched. Visor or not, his emotionless stance was long gone. Every emotion, he fed of with dark delight. Megatron crossed the room to stand before Soundwave.

" Now do you understand? I am your master- defy me and the consequences shall be dire. I doubt you will need further exemplification- now your precious Arcee is one with the all-spark."

Soundwave neither looked up or registered him. Megatron smirked. His despair was all to consuming and all to obvious. The doors to the room opened, as a group of Vehicons entered, there own shock too evident, but they came in and surrounded the them either way. The one closest to Megatron presented the sword Megatron had struck Soundwave with before. He took it, marveling in delight. Soundwave would never again serve him. He would never escape, and he would never be with the one he loved- except in death.

" You final fall from grace, Soundwave, is finally upon you. Any last words, my once loyal servant?"

Soundwave looked up slowly. Every word was distant. Every Vehicon was distant. Everything, but the pain he felt. Angry at himself. Angry at Megatron. Angry at Primus himself. He watched absentmindedly as Megatron prepared to strike-

Soundwave suddenly raised himself to meet the blades' blow- angling himself to its left. Megatron looked in shock. The blade had hit it's target- but the blade had slide along Soundwave's visor. The force sent cracks across Soundwave's visor, as the pieces slowly fell. They shattered on the floor. Megatron looked once again upon his faceplates, never seeing such emptiness, filled only with hate and revenge looking back at him. Soundwave kept his silence, until the words fell naturally into place.

" Of all the Cybertronians Primus could have forsaken- it should have been you."

He struck forward, slamming the sword to the ground and bringing a fist into his face, before any Vehicon in the room had time to react. Megatron fell backwards on top of some of them, his sword falling out of his servo. Soundwave went to grab the weapon when a daring Vehicon placed his own foot upon it. Soundwave wasted no time in digging his own servo deep into the drone's chest plates, and ripping its spark chamber open. The other Vehicons in the room momentarily backed down, fear consuming there processors, until the ultimatum was called out.

"DESTROY HIM!" Megatron bellowed as he regained his ground. The Vehicons seemed to abolish their fear and piled on top of Soundwave, as he thrashed wildly. Energon splashed everywhere, relentlessly as each tried to gain the upper hand. Megatron scowled as he retrieved the sword, watching with malice.

Amidst the chaos and confusion, one Vehicon saw a perfect opening- and sent a blast deep into Soundwave's wounded shoulder. Soundwave's fight suddenly gave out, as he collapsed to the floor clutching his shoulder. The Vehicons surrounded him, all of their blasters ready to fire.

Megatron stepped forward, and they parted to allow him room in the dark circle.

" Hear me now, Soundwave. I will never be defeated. Not by Optimus Prime, not by anyone- and especially not by you. Primus cannot forsake me because I am above him- and I am the one who controls, and will control the fate of all life."