If one were to ask him, what his first memory was, they would find mostly silence for he hadn't been sure what his first memory was. He couldn't remember a time where he was a youngling with a loving  family,  no all he remembered was darkness. From the moment he first opened his optics until much later in his life was darkness and mockery. Why? Because he was different, and different wasn't accepted.

Now, if one were to ask him what the first sound he heard was, that is an entirely different story. He could remember very clearly, the sounds of blades clashing, the sounds of battle, of screaming fighters and howls of pain in the depths of the dark. In fact, the sound of battle was mostly all he knew. He didn't know love nor kindness, he didn't know friendship nor light and he most certainly didn't know what it was like to be cared for or needed. He was a very lonely mech for none ever tried to befriend the scary mech stuck in the dark cell. He would hear noises often, bots mocking him from outside his hellish cage and he could tell you the very first thing he felt in his life.

Cold.

Always cold.

He had no name, he had no existence, until one day when his cell door opened.

"You, Unwanted, get out here."

He stood, tilting his helm curiously. In all his life none ever dared enter his cell after the 'incident'. Many years ago, one of his verbal abusers though it amusing to try and... teach him how to fight. Or so he was told. Of course he didn't like his area disrupted with their vile presence, and when the mech tried striking him oh... he taught him well never to assume he couldn't protect himself. No, he knew he was strong just never had a reason to use it. He knew if he trained he would be one of the most powerful mechs where he was.

This mech before him was one of the ones who made sure he had food and was looked after medically, he had a small ounce of respect for the mech and so came out. He had no name, and so they called him Unwanted because no one had come for him to bring him home, no one had come to him to train into battle as a master to a student.

No one wanted him.

He came out obediently, cautiously, for he had never had the need to leave his cell before. He was still quite young, mid youngling age and so he was rather short compared to the mech near him. His frame was of a blue hue with glowing purple seams and as long as he could remember he had a visor over his face, if no one wanted him then none deserved to see his face.

"You have a... visitor." The mech, tall and medium built with the main color of orange with white markings, spoke as he glanced at the scary youngling before him. His name was Ultra Patch, (AN; To help think of Ratchets coloring and markings only instead of white with orange markings, Ultra Patch was ORANGE with white marking.) the medic of the arena or more commonly known as the Pits. They had many younglings there but this particular one... He shook his helm as he led the youngilng to a private room and towards his future.

The moment the youngling entered the private room he knew something was going to change in his life as he took in the large intimidating form of one of the more popular gladiators. His frame was large and grey and his optics were blue in color but in the depths was something yearning to come OUT.

A deep hidden part of him wanting to play.

"This is him?"

"Yes."

"Hm." The mech walked over to him and walked around, observing and studying. "He's rather thin." The mech noted as he prodded at his form. "Weak looking, small frame, obviously no previous training."

Another denial, he noted.

"He's perfect."

What? He tilted his helm.

Ultra Patch blinked in shock, "I-What?"

"You heard me, get him in the training grounds. I wish to see what I have to teach him, if Vennoshock has any say in my student then I'll end up getting someone useless." The mech grumbled.

"O-oh! Yes Megatronus, It's ju-just well no one's ever wante-"

"Then clearly they do not know a very promising student when they see one." The mech known as Megatronus ground out impatiently. "Now go, I do not have the time nor do I wish to waste what little free time I have here. Vennoshock is not a patient Mech and neither am I."

Vennoshock, He tested the name in his head and a rather vibrant green and black mech invaded his mind. A very greedy and bloodthirsty mech, that one was, and the current boss of the Pits.

"Right, yes of course." Ultra Patch nodded frantically before grasping his upper arm. "Come now, let us get you ready for your new... er... Master."

...

...

...

"..." To say Megatronus was impressed was an understatement. Where on Cybertron had they gotten this youngling? The amount of current strength and skill was outstanding, why it rivaled his own when he was that age! The promise of power hidden within this youngling made him feel a little giddy, to have someone this powerful- on his side no less, could very well help him in the future. Oh yes, Megatronus was HIGHLY impressed.

The youngling had thrashed every challenge thrown at him. Beat it and ran it into the ground as if it were nothing but childs play to him, and now he was racing around the arena to his fleeing opponent. Tentacles were coming from his form, wrapping around his enemy and lifting him up before slamming him into the side. His Opponent, Willfire, groaned in pain. He was upset that a youngling was beating him! Willfire! One of the more seasoned warriors that were well on their way to becoming Gladiator Rank. He grit his denta as he activated his sword and shoved the nameless kid off of him with a snarl.

"You, Unwanted," Willfire grit out. "You can't beat me! You have no name, no place among us."

He said nothing as he dodged Willfire's hits and ignored his taunts as they were nothing to him now. He grew with the sounds of taunts and spits of hatred at him. He was really tired of it, sick of the demeaning words and the undermining him. Now that he had a chance to leave his hell, he was not going to let it be taken from him. He felt his tentacles sparking as a deep fury rose.

He hated his dark cell.

He lunged at Willfire, beating him into the ground.

Hated being trapped.

Willfire snarled as he repeatedly tried to cut off the offending appendages, his optics wild as he frantically swung in an attempt to get the youngling off of him.

Jailed.

Caged like a rabid animal.

So he let lose, he would impress Megatronus and seal his spot as student and nothing-

Nothing.

-Was getting in his way.

He lept into the air with Willfire trapped by his tentacle attached to his neck and slammed him into the ground before following. When he hit the ground a wave of sound erupted from his form causing Willfire to scream in pain as it got louder and louder before his optics flickered. The sound was so high pitch that it was beginning to hurt very, very badly and Willfire heard this kids silent command just by the sheer power he was exerting.

Die, it said.

Willfire gave a jerk, the sound was to much and he found the ground shaking and rumbling at the high pitch as nearly visible waves wafted through the air violently and before Megatronus knew it, Willfire's audio receivers were short circuiting and his processor couldn't handle whatever his opponent was doing. Before he knew it Willfires helm erupted in a fiery explosion leaving his frame to glitch and twitch before his spark went out from to much pain.

The Unwanted won.

Megatronus grinned as he approached. "Very well done, that was quite unexpected. I have heard you had no designation, or rather couldn't remember what you were named. I cant very well call my student 'Unwanted' now can I? No, from now on your designation will be...." He paused in thought, going over the fight before smirking. "Soundwave."

The youngling looked up to his new master and tilted his head, a new name to replace the one he'd lost.

Soundwave, loyal follower of Megatronus.

...

...

...

Years passed and Soundwave grew on Megatronus, now Megatron. He sky rocketed in ranks, followed every command from Megatron like the loyalest cyberdog. To say Megatron was exceedingly happy was an understatement, he was over the top satisfied at having this warrior -now gladiator- on his side. Soundwave proved highly useful and Megatron found himself taking him in like a sparkling. He didn't need words to say how he felt like a Sire to the youngling, didn't need Soundwave telling him how he had felt because he could tell that Soundwave looked up to him.

Because Megatron cared.

Megatron saved him from his darkness, from his fate. He turned him from unwanted and into a much needed ally, no friend. Megatron could definitely call Soundwave his most loyal friend/follower and nothing was going to change that. The amount of loyalty there was astonishing, never had Megatron see such a dedicated student. Never before had anyone trusted him to care for them so, and he wasn't a very sentimental mech mind you.

Soundwave didn't mind, because Megatron cared and Soundwave would forever follow his Master.

It was years upon years later, as the war was only a dreaded whisper among the cybertronians, that Soundwave found himself at a club. Now, this wasn't his thing normally but Megatron had been busy and Soundwave had finished all his duties, even the spare! He was bored, he was... well he was lonely.

All around him; Followers, the enemies, and innocent alike had a significant other. Not that he really needed one but the company seemed like it would be nice. Now, this may be the highgrade he had just downed talking, but there was a beautiful purple femme dancing that he couldn't take his optics off.

She was enchanting.

He'd never had his optics catch on a femme before, they never interested him but this one...

He'd seen her walking the park with another mech before but he couldn't care less for that mech seeing as she was unmated. He felt his spark twinge a little once her optics hit his and he tightened his fist over his cube as she stared. Her optics, though the usual blue that quite a few bots had, had a different hue in the middle. Green.

He watched her dance a while longer before she paused under his gaze, glancing back at him before turning to a blue femme and a pink femme. He could vaguely make out their conversation and gather their names. The pink was Elita, the blue was Arcee and the purple was Chromia.

Chromia, what a lovely name.

Soundwave felt something inside of him churn at her look, he didn't know what that look meant but he knew that he felt some of his loneliness disappear under her gaze and what he didn't know, as he stood and followed the alluring femme, was that their next actions would bring him both joy and immense pain.

...

...

...

"No! Please no!"

Ever the cold and silent mech, Soundwave ignored the plea's of his victim as he ripped out his spark. There was nothing about this planet that was pleasing to him any more. In fact, Soundwave was growing to despise everything about it and the people in it. The pits, for entrapping him all his life, the bots for casting him out for being different, his very life- for holding no true meaning but to be an ever so silent follower. He only respected one person, Megatron.

He glared coolly down at the victims mate who was sobbing over his mangled body and promptly turned and left the room, ignoring her cries after him.

"You monster!"

Monster.

"Sparkless!"

Sparkless.

"I hope one day you get something that brings you joy only to have it ripped from you!"

As if that could ever happen. Soundwave refrained from snickering, he needed no one and no one needed nor wanted him. Soundwave was superior, they were inferior. She had been inferior the moment they had awoken the night after, the morning he had felt his own spark ripped out of his chassis.

She had said he was a mistake, a grave drunken mistake. He watched as she threw a fit, throwing things around in her rage. She had said he'd taken advantage of her, though he didn't understand how he had done such a thing as he was sure she made all the moves and he was sure she knew what she was doing and now was to scared to even admit that she knew what she had been doing.

Every word began ripping away at him, of course, he thought to himself, he deserved it for letting go of himself that night and while it had been a wondrous night for him, it had not been so for her. He thought he found someone who... would care for him in a way no other could.

Of course, how could he have known that with just one meeting of a person? He made a foolish mistake.

He was better off alone, where NO one could harm him be it physical or emotional.

And that would be how it was until his dying breath.

...

...

...

It wasn't until a long time after his mistaken high grade night out that he felt... off. There was a presence, no, two presence's within him. He didn't understand what it was, nor could he see anything at all. Soundwave put his servo to his chassis as he paused in his work at the Decepticon mainframe.

What was this... feeling?

He felt two small presence's brush against him, lovingly.

He felt his spark stall, lovingly? No, that was a mistake. Nothing loved him.

It brushed him again, nuzzled against him in an innocent way and he couldn't bring himself to shove it off like he should have. What was it?

"Soundwave?"

He turned to Megatron who, having been in the middle of shouting at Starscream for his impertinence and ANOTHER attempt to usurp him,  paused when he had noticed his TIC freezing in place.

Soundwave shook his helm, preparing to go back to his computer and typing on it to decode a few things they had recently taken from the uprising Autobots when the feeling made him stall again, his servo freezing over the keyboard as he closed his optics. He wanted to lash out at the feeling of being... cuddled? But something in him refused to lash back and he found himself leaning into the feeling.

"Soundwave? Are you purring?"

What?

Soundwave shook his helm, he didn't purr. What was Megatron thinking? Perhaps he had a virus- Oh, he was purring in a very odd manner.

"Uh, Sir?" Knockout, their medic, was staring with an almost gaping mouth before looking at Megatron. "I uh think Soundwave needs a check up."

"Agreed."

Not agreed, Soundwave was at peak health. He shook his helm in denial and went to return to his typing when he yet again froze, though not at the feeling of being nuzzled and loved on, but at the feeling of the stern gaze of his Master.

Soundwave nodded his head obediently before following Knockout to the medical center. Over time He and Megatron outranked everyone in the pits and fought for their freedom, now Megatron the leader of the faction called Decepticons, had taken whoever wanted to go with him under his wing including the medic Knockout who had been a student to UltraPatch who was now working for the Autobots with his brother Ratchet, the two only looked a like in color but not physical form. Knockout had graduated from student and now was a full fledged doctor.

Albeit a sadistic one.

"My word!" Soundwave looked at Knockout who was gaping at him. "Soundwave uh, your spark it- have you uhm..." Knockout trailed off awkwardly for a second, shuffling in one spot.

Spit it out, he silently commanded in an irritated way.

"W-well ah, have you ever interfaced?"

Inter- oh, why was this his business?

"I'm going to take this silence as yes, because well congratulations! Your a Sire."

Soundwave, for the first time in his entire existence, Glitched.

You heard right ladies and gentlemen, Mechs and Femmes, Soundwave pulled a Prowl.

...

...

...

Sparklings.

Sire.

Parenthood.

Soundwave was a sire, to twins no less. Knockout was quick to explain to him that with whomever he had interfaced with, he had created sparklings with that person. When Soundwave had felt their presence through the parental bond he had responded on pure cybertronian instinct, which was to well... purr and comfort them as they sought his... affections. He had no idea how to think or feel, but as the presence made themselves known once more he felt his frame relax in response as he unknowingly sent out affection and was rewarded with adoration.

Adoration...

He felt his spark twinge in both a good way and painful way.

Something adored him... No, someone adored him.

Someone... well cared.

L-loved him.

They needed him.

Their sire, HIS sparklings.

His....

Soundwave could feel them clinging onto him through the bond.

Yes, yes his.

Soundwave repeated this mentally, he had something purely his that loved him. Soundwave was needed and he would be there and with a determined mind he swore an oath to Primus that he would find that Femme, Chromia, because those were not just her sparklings but his as well.

He couldn't wait to see them...

...

...

...

"Soundwave."

CRASH!

"Sound~"

CRASH PFFFFT BOOM!

Fury, something he hadn't felt in a long, long time. Uncontrollable rage.

"Come on Sounders for just a klick could you jus- GAH! NOT THE FINISH!" Knockout shrieked when a tentacle smashed near him.

He had been trying to get the Decepticon TIC to calm down long enough so he could see what was wrong. It was in the middle of battle a long side Megatron when he noticed Soundwave freeze mid battle in what he assumed was horror before it turned into uncontrollable anger. He had simply lost it, lost his processor, the Decepticon medic thought as he watched said TIC rip all the enemies to shreds and Megatron have to restrain him himself.

"I've only seen this once." Megatron responded. "When I was younger, is there something you have kept from me about my TIC Knockout?"

Knockout twitched, gulping and if Cybertronians could sweat he would be sweating up a storm. "NO!" He quickly responded only to flinch at the responding glare. "Maybe...?" He flinched again when Megatron growled threateningly. "Yes..."

"Be glad I do not terminate you on spot for keeping things from me!" Megatron snarled before collecting himself. "Who was it?"

"A femme?"

"OBVIOUSLY!"

"Sorry! Sorry! Uh, her name urgh uh..." Knockout racked his processor for the memory. "A femme by the name of Chromia."

"An Autobot!?"

"She wasn't at the time!" Knockout frantically assured. "She had been a neutral and didn't see Soundwaves Decepticon symbol until the morning after. They fought and she left- oh!"

"Yes oh!"

"She must have had them!" Knockout flinched as another crash sounded, Soundwave was destroying things in his fit of rage. "Ah um shouldn't he be happy?"

"Clearly he is not." Megatron grit his denta in annoyance. "I have one theory, She's going to terminate them."

"But thats-!"

"Yes, even a sparkless warlord such as I would not do such a thing and Soundwave is not taking it easily. Soundwave!"

Said con froze, frame shaking from his attempt to reign in his fury.

"Go, find them. Bring them back with you."

He would allow that?

"I would." Megatron replied, he never had to hear Soundwave speak, he could simply feel/tell what his TIC wanted to say. Besides, what kind of... Grandsire you could say, would he be to let them be terminated? Megatron grunted to himself as he watch Soundwave take off at such a speed he'd never seen before.

Primus help the Femme who angered Soundwave for surley she would perish if he got his hands upon her.

...

...

...

Gone.

Soundwave put his servo to his frantically humming spark.

They were gone.

His sparklings were not there anymore, nor where they responding in the bond. He felt... cold... Primus he felt so cold...

Soundwave fell to his knees as he felt like he couldn't move, he couldn't... she killed them.

His sparklings...

He felt his visor rear back, shocking the femme that was on the ground before him.

She would look into the eye's of her killer, forever being haunted in the well of the allspark by the face of the father she took the sparklings from.

They were HIS...

She would pay, he would make her pay.

He felt the cold rising from his spark, his happiness at being loved had frozen over and all feelings were melting form his form except for pain and rage.

Pain...

Primus he felt- empty... so empty..

So alone.

Death filled the air, the bodies of the Autobots he had ripped to shreds were strung about and still he could not find the forms of his sparklings. He never got the chance to see them...

His claws clenched at his chassis as his metal lips lifted into a malicious sneer.

"Statement; Soundwave will make you pay. You. Will. Suffer."

That was a promise he was going to see through, he swore to the skies above as he took one step forward after the other towards the wounded femme upon the ground.

She would pay...

...

...

...

He thought he was lonely in that cell back when he was young, but having his sparklings ripped from his life, from the bond, was the loneliest he'd ever felt. Soundwave felt empty, alone, cold, as if his very own soul had been ripped from him and only a shell was left.

Shell..

There were to small forms in front of him, sparklings. Twins. One was black and pink... the other black and purple.

They were his.. he knew they were his...

No...

He wished he didn't see the small unmoving forms... he felt his servo's picking up the dead bodies.. His sparklings... they were dead. He didn't get to them on time.

No.

They- weren't coming back. Was it normal to feel like he did when someone you cared for died? He'd never cared for something before them, no more would he feel them relying on his affections and presence... He- all he ever wanted was to feel needed and they needed him. And he failed to protect it, NO! He wasn't powerful.

His frame shook as he felt something, liquid, drip down.

This would be the only time he let his emotions release. After this, he would be as cold, cruel, and silent to the universe as it had been to him.

No one heard his voice that night, like he intended it for none deserved to hear him speak. None heard the agonized scream of someone who lost the only thing they cherished.

No one saw the Autobot Alpha Trion watching with two sparklings in new forms cradled to his chassis for protection.

...

...

...

"Designation Lazerbeak." A recording sounded from Soundwaves Visor.

Before him was a cassette he had created, a few others were sitting incomplete on his desk in his berthroom.

The cassette made a chirp noise, she wanted to know who the others were.

"Designations Rumble, Howlback, Squawktalk, Glit, Buzzsaw, and Flipside." Soundwave sent in his recording.

They were going to be his Sparklings Cassettes...

Lazerbeak chirped sadly as she felt her creators sudden sorrow and empty feeling before attaching herself to his chassis and sending all the comfort she could. While she couldn't fill the void the death his sparklings left, she could be there for him...

...

...

...

Soon... Soon Megatron would get his undead army to the planet they were on, all he had to do was set the satellites on the correct path, but something kept moving them. He narrowed his optics in annoyance before setting his sights on the security monitor, there was a breach and four children were in the room trying to undo his work, no matter. Soundwave quickly sent his tentacle to dispose of them.

Imagine his surprise when he felt one had latched onto him and went back with him. He froze when her eyes met his, those beautiful golden human eyes stared into his optics knowingly or not, and he felt something within himself pulsing with every second he stared at her. Familiar...

This human child felt familiar...

He suddenly felt something he hadn't in a long time.

The bond of his sparklings.

Alarmed, Soundwave quickly took a picture of her for later studying before prodding at the bond and noticing her confused and alarmed look. He knew she felt that.

She felt him...

Confusion lased off of her both from in front of him and through the bond.

But how could this be? His sparklings were cybertronian not human but right here before him and with the bond was proof...

She was alive.

'Soulspark.' He murmured through the bond as he made his grip gentle and sent waves of comfort to her, but she had gotten distracted from him as the shout of the other human femme caught her attention.

"Mika!"

Her human name was Mika...

"Miko!" Mika shouted back.

"YOU HURT MY TWIN AND I'LL MAKE YOU PAY!"

Twins... then the other one was-

'BleakMelody.' Her bond was still shut tight but he could sense it.

For now he let them go, he had research to do.

...

...

...

They were alive.

His sparklings, his children... alive and well! It mattered not that currently they were human... but they were alive.

Soundwave held his chassis, he wasn't alone... his sparklings were alive... He sent out as much love as he could but knew their human forms were not accustomed to bonds. He'd have to wait until he could get them back to their true forms...

Alive... they were alive!

Soundwave closed his optics. His family was alive and well and were within his grasp!

Nothing would take them from him this time.

And if they tried? He would kill them.

Slowly.

Painfully.

For no one, no one, harmed what was his.

...

...

...

"What are these?" Miko, who had given up screaming and yelling at her prison guard, glanced at the silent mech before looking at the broken looking forms of little, what, baby robot bodies?

Soundwave looked at them as well, one of his most treasured items were the left over armor of his sparklings to forever remind him of his failure as a sire to protect his sparklings. Soundwave looked down at her, placing her on his desk before sitting and staring at her.

"What exactly am I hear for? What do you want with me and Mika?"

Soundwave said nothing before he prodded at her bond, watching her facial features contort in confusion until he ripped the bond open and watched her gasp in shock and a bit of pain. He sent his memories to her, every feeling he had ever had, all the love he had for them.

Everything.

And he watched as her eyes became teary and her hand held her chest before she looked up at him in shock.

"You... Sire?" Miko gasped out, was this how Mika felt when they met?

Soundwave closed his optics and bowed his head.

Not in shame, not out of respect, but the overflow of emotion he felt when she called him Sire. He finally had both of his sparklings in his grasp, he finally felt complete.

And he would destroy anyone who tried taking it from him once more.

...

...

...

I reallllllly hope the ending wasn't rushed but good lord I am tiredddddddddddddddd and its hot and noisy and im having issues concentrating with all the fragging noise! I really really really hope you enjoyed this particular chapter in the eyes er Optics of Soundwave.

This chapter took forever to finish but! I was determined. good lord am I lagging... Ah enjoy!

Tune in next time on!

TRANSFORMERS PRIME; THE UNWANTED.