Earth; September 1985

1. Starscream

He soared upward into the boundless blue of the sky, slicing the cool wind with his precisely angled wings and delighting in the sensation: he was moving at tremendous speed, unrestrained -- and above all, he was alone. Always faster and more maneuverable than any of the others, Starscream had outdistanced his pursuers within minutes, and now even his remote sensors could pick up no trace of them following him. Engines screaming in exhilaration, he leaned into a sequence of climbs and drop-dives, pulling up just short of the ground and climbing again, up and up into the sparkling blue of the sky.

The rocky ground with its patches of brush and scrub grass flashed by underneath him in an intoxicating blur. He streaked along the jagged coastline, making an abrupt turn and shooting out over the endless, deep-blue expanse of the Pacific. A short distance out from shore, the waves rippled just enough to catch the sun as he dipped low and skimmed along the surface. On impulse he went into a series of rapidly spiraling rolls, so close to the surface that his wing-tips caught the water and splashed it upward in a corkscrew shower of glistening droplets. Straightening again, he leaned over so his left wing gouged a churning furrow into the surface of the sea, then leaned to the right to repeat the maneuver. The cool water, the warm sun, the freedom and vastness of the sky -- it all felt wonderful. Starscream leveled close to the waterline and rose at a low angle, slowing to a more leisurely pace as he turned back toward the shoreline. The exhilaration of the chase was fading into a relaxed satisfaction, a pleasant smugness when he thought of the others, frantically searching for him almost half a continent away.

Slowing his engines almost to a stall, he drifted the last few feet toward the cliffsides and transformed amidst the jagged rocks, coming to a landing halfway up the steeply sloping wall of the shoreline. Above him, tufts of rough-edged grass marked the boundary between the drop-off and the level land; below him the waves foamed rhythmically against the boulders, slowly eating them away over the eons.

He found a comfortable spot in the sun and sat down, putting his feet up on the boulder in front of him. Leaning back, he rested his head on his interlaced fingers and looked idly up at the sky. He smiled to himself and thought about how he had come out on top in Megatron's own little game.

Over the past few days, Megatron had taunted him almost playfully with threats of being replaced -- hinting that he would relieve Starscream of his rank, and *she* would be Decepticon Subcommander in his place. She. Nightbird. An alien mechanoid who knew nothing about the Decepticon cause, who had been alive and conscious for only the barest amount of time, and who didn't even speak the language -- or at least, Starscream had never heard her speak. But either way, putting a totally inexperienced, newly-created mechanism into the Subcommander's position would have been disastrous to the war effort, and Starscream couldn't believe that Megatron actually entertained such thoughts. Especially when Starscream was the best Subcommander Megatron was likely to get. His skill and natural talent were perhaps the only things that had allowed him not only to hold onto his rank, but to stay alive under Megatron's rule. And the thought that some female could show up out of nowhere, capture his leader's fancy, and replace him, was not only threatening but downright degrading.

And Megatron's relationship with Nightbird had antagonized him also. Starscream thought of it even now with traces of resentment -- the way she had followed Megatron around the land base like a dark, soundless shadow; how her unflickering, intense topaz eyes had followed Megatron's every move; how Megatron would look up from his work sometimes and meet her gaze, and smile, and the shade of his eyes would soften ever-so-briefly as though he had momentarily dropped his guard...Starscream had found the whole spectacle repulsive. He wasn't sure why he'd reacted so strongly -- Megatron had brought home sex toys before, and Starscream had never given a damn. But with Nightbird it was different. It wasn't even that she had shown Starscream up once or twice, though of course this rankled him -- but Megatron had focused on her with an intensity that went beyond mere physical attraction, and for some reason Starscream found it personally offensive. It was his anger over this matter, more than anything else, that had triggered Starscream's reaction to Megatron's latest threat of replacing him. He'd attacked Megatron in the control room, striking out with his fist and catching him off balance so the Decepticon leader fell backward.... For a moment it had felt like triumph, vindication. In the next instant Starscream found himself enmeshed in an energy-cage, trapped and abandoned as the others left the base. He'd been furious, and a little panicky. He was a creature of the skies, and if there was one thing he could not handle, it was to be restrained or enclosed.

But he'd shown Megatron. After he'd forced himself to think rationally for a second, it had been no great trick to escape the cage and follow the others to the battle site. He'd found Nightbird, a slender, almost delicate-looking shape silhouetted against her larger, bulkier opponents, holding off an entire squad of Autobots on her own, while Megatron stood back and watched her, the trace of an odd smile playing about his lips. Well, Starscream had ended that little scene. A well-aimed shot at Nightbird, and she was helpless in the Autobots' clutches. Megatron stood frozen for an instant as though stunned, then whirled on Starscream, his eyes flashing scarlet fire. Starscream grinned maliciously and leapt into the air, while Megatron commanded his entire army away from the Autobots and after him. Oh, it had been delicious, those first few moments of the chase -- Starscream dodging a barrage of missiles and laser bolts while his pursuers fell ever farther behind. The fact that a random shot had knocked away one of the guns under his wings had only added to the excitement. There was nothing quite like surviving a close call to get the energy circulating in your fuel lines.

Starscream smiled contentedly. From his relaxed position on the rocks he looked up at the sky, following the circles of a single white seagull high above. He would 'bum' around the planet for a day or two, until Megatron's fury had cooled, and then would make his way gradually back towards headquarters. It was always the same pattern: Starscream would infuriate Megatron and disappear for a while -- a few hours, a day at most -- and then return like nothing had happened. Megatron would glower at him and demand "What the hell are you doing here?" -- "I *live* here," Starscream would retort, and they would trade insults for a few minutes, until Megatron assigned him some insignificant task and dropped the issue. It had been that way the time Starscream planted the bomb in a human scientist's lab that had almost destroyed the planet -- the time he had toyed with Devastator's wiring and unleashed him against Megatron -- the time he had tried to take control of the space bridge and use it to transport all Decepticon fuel reserves to a hidden location -- and it would be that way this time. Although, Megatron had seemed a little more irate this time than those other times. Starscream thought it wise if he took two or three days, instead of just one. Though the truth was, the other Decepticons had probably already stopped looking for him. Megatron was not one to waste huge quantities of fuel and firepower merely to prove a point.

The seagull that had been wheeling overhead turned sharply away from the coast and put on a sudden burst of speed, heading for the distance. Starscream wondered lazily as to why -- when abruptly he jolted to full alertness at the unmistakable sound of laser fire. A bright beam sliced past him from above, so close that Starscream could feel the heat. Frantically he dove behind the cover of the nearest large boulder, as an additional hail of bolts flashed past him. Peering around the edge of his boulder, he saw Skywarp on the rocks above him, firing with both barrels.

Starscream transferred his one remaining laser to his left arm and fired over the top if his barricade. Skywarp leapt back, but returned fire so Starscream was forced to pull back. How had Skywarp found him? Starscream wondered with a trace of concern. How had he gotten here so fast?

He had his answer when the black form of Skywarp suddenly shimmered and vanished. Starscream quickly scanned the surroundings, finding nothing -- until the other jet materialized behind him and unleashed a barrage of laser bolts. Starscream scrambled for cover on the other side of his boulder as one of the bolts singed his shoulder-plank. "Hey!" he cried out in pain and indignation. "Enough already! Get lost!" He was obviously dealing with an over-zealous follower of orders, who didn't know when to call off the search. But Skywarp had always been that way.

"Get lost nothing," Skywarp replied. "Megatron wants you brought in."

Starscream ducked from a renewed burst of fire. "You're crazy!" he shouted from behind the barricade. "Megatron doesn't care where I am. He just wants me out of his face for a few days, and you know it. That's the way it always is."

Ominous silence met him in return. Cautiously Starscream peered over the edge of the boulder. Skywarp was not there. Instinctively he whirled 180 degrees and fired into empty space, just as Skywarp materialized there. Starscream's beam barely missed him. Caught off guard, the black jet leapt for cover. An instant later he was firing from the other side of the rock cluster, forcing Starscream back. "Not *this* time, Starscream!" Skywarp called, in reply to Starscream's last statement. "*This* time you've *had* it!"

Forget this, Starscream decided, weighing his one laser gun against Skywarp's two. He was still faster than Skywarp, and could easily lose him. He fired a final barrage at his opponent, causing him to draw back -- then shot into the sky and transformed, dodging the shots that followed him. Engines screaming, he tore across the coastline and headed inland, toward the jagged mountain range that rose from the flat ground in the distance. He was aware of Skywarp following, but the other jet was rapidly falling behind.

Starscream had almost reached the shadow of the mountains when Skywarp materialized at his wing-tip. He slammed sideways into Starscream, forcing his left wing up and sending him into a dizzying spin. The mountainsides shot toward Starscream as he frantically tried to pull out of the dive -- and succeeded, an instant before he would have collided with the sheer wall of stone. Skywarp's engines roared above him as he, too, narrowly avoided scraping the mountain top. He wheeled away for another attack.

But Starscream was among the mountains now. Twisting and winding among these peaks, he could apply his extraordinary flying skill to its fullest. All of Skywarp's teleportation powers would not help him if he couldn't find where Starscream had gone. Starscream dodged jagged crags of rock, circled back through canyons and sliced through valleys so narrow that he had to fly sideways, and was finally secure in the knowledge that he had lost his pursuer.

More than a little shaken, he landed in a grove of scrubby conifers that clung tenaciously to a jagged mountainside. The sky above was still lit, but evening shadows had begun to gather between the peaks, and it was in one of these deep pockets of shadow, between the boulders and the conifers, that Starscream concealed himself. In the distance he heard Skywarp's engines as the other jet scoured the region from above. Starscream sat perfectly still as the hammering of his fuel pump gradually slowed to normal. He had *really* not expected this!

He jumped slightly as a triangular shape flashed into view overhead, against the deepening bands of sunset. But Skywarp was moving away, drawing a white vapor trail out behind him until he was out of sight. Still, Starscream remained tense and motionless. Skywarp was a sneaky bastard, and it wouldn't hurt to remain hidden just a little while longer. The sky between the mountain peaks shaded into a deep red that seemed to catch the highest crags on fire, and then gradually faded into a soft violet. Starscream watched, listening intently for the sound of jet engines, and hearing only the first tentative raspings of Earthly nocturnal insects. The first stars appeared as the sky deepened and the temperature dropped. Starscream stirred finally, when his joints began to grow stiff from the cool, damp air and his tense immobility. Still a bit cautiously he stood and stretched, scanning the shadows. But nothing larger than a cricket stirred among the rocks and trees, and gradually he began to relax.

He was also somewhat hungry, and remembered that there was a large oil refinery just north of the mountain chain, where the Decepticons occasionally stopped to fuel up before battle. With a last precautionary glance at his surroundings he hovered upwards, transformed as he cleared the treetops, and headed north.

* * *

He set a leisurely pace at a gradual climb, and eventually rose above the mountain peaks into the deep, clear black of the sky. There was no moon, and the stars glittered intensely with some remote, cold fire; they seemed very large and very close. Starscream began to enjoy himself again, although the night wind against him was cold -- but he found it invigorating, and looked forward to a good meal of refined oil. The highlands were dropping down toward more level ground, and up ahead he caught sight of the huge, bulky shape of the refinery. Lights strung along its fences and patrols of armed guards indicated that the factory was on alert status -- due, no doubt, to their suffering repeated Decepticon raids. But Starscream was not concerned with their petty human defenses. Tilting his wings, he angled down toward the building, unleashing a burst of laser bolts at the tall chain-link fence that arced over and enclosed the entire building, even over the top. A shower of electric sparks from the partially-molten impact site indicated the failure of an electrified defense system. Starscream unleashed a missile and gouged a respectably-sized entrance into the fence.

The human guards broke their careful formations and scattered, though halfway to the safety of the building they seemed to recall their training; as one they turned and fired on Starscream with their little machine guns. He barely felt the bullets. Laughing, he fired off another few laser bolts, just to watch them run. One that was especially brave/foolhardy, and stood his ground, Starscream simply kicked out of his way. He walked toward the building's nearest entrance and began to tear the doors off their hinges.

Over the shouting humans and the chatter of their primitive weaponry, a new sound suddenly leapt into Starscream's consciousness -- the scream of a jet engine! He turned to see a shadowy triangular shape plummeting towards him, difficult to pick out against the black sky -- but in the next instant it released lasers, and *they* were all-too-clear. Starscream leapt aside as the bolts struck the refinery wall, where he'd been standing just an instant ago. A whole section of brick and mortar crumpled inward, and Starscream dove into the opening as Skywarp made a strafing run past the building, shooting through the remainder of the fence.

Taking the opportunity, Starscream leapt back out and shot off in the opposite direction. Skywarp wheeled and followed, but he was far too slow. Already he was falling back.

Starscream was getting angry now. What was Skywarp trying to do, win merit points with Megatron? Starscream spun into a 180 degree turn in mid-air and aimed himself straight at his onrushing opponent. Even with only one laser, he had more fighting skill than Skywarp, and his greater speed and maneuverability would give him a definite edge. Skywarp wanted a battle? -- well, Starscream would give him one!

The two jets screamed toward each other in the night sky, lasers flashing and wings tilting from side to side as they dodged each others' bolts. Mere seconds from head-on collision, Skywarp broke off and plunged downward. Starscream shot past him at such speed that he had to make a wide turn, then plunged to follow. Skywarp was not rising to meet him now, merely trying to gain some distance. Starscream was not going to give it to him. His engines screamed as he applied an additional burst of power.

Skywarp's cockpit opened and Starscream saw something flash silver inside, was it gold -- it was hard to tell, in the dark, and at this distance. But suddenly renewed traces of laser fire angled towards him -- not from Skywarp, but from Buzzsaw, who must have transformed from cassette mode in free-fall. More bolts lanced toward him from another angle, and Starscream caught sight of Laserbeak, almost as invisible as Skywarp by night, in his red-and-black colors. Skywarp too was back on the attack, rising rapidly from close to ground level.

Starscream decided that his single laser was no match for three opponents. Skillfully weaving himself free of their criss-crossed net of laser beams, he tore away from them in a straight line towards the north. Skywarp could teleport after him, of course, but Starscream doubted he would do so without Laserbeak and Buzzsaw for backup -- and by the time he'd gathered them up again, Starscream would be well out of their range.

A mixture of fear and anger mingled in him as he flew. Why couldn't they just leave him alone? Why was this turning out so differently from all the other times? Was it possible that Megatron would *not* give up the search this time? The thought made him cold all over. The Decepticon leader tended toward explosive rages, but he forgot them fairly quickly again, too; this time was different somehow. Starscream tried not to dwell on the uncertainty, on the sickening sensation that it gave him.

* * *

He had burned up a lot of fuel in his battle with Skywarp, and by now he was seriously hungry. Looking for lights in the terrain below, he picked out a twisting ribbon of highway and followed the trickling flow of traffic. As expected, the road eventually led him toward a small town with a gas station. Starscream found the taste of gasoline barely short of disgusting -- most Decepticons disdained it -- but it would do for now. He transformed and landed heavily on the smooth concrete, impatiently tearing away a piece of the overhang that blocked him from easily reaching the gas pumps. Unwilling to waste any more ammo, he entirely ignored the few humans who ran from him in terror, abandoning their cars with unlocked doors and open gas caps.

Starscream grabbed one of the nozzles. He poked and prodded at the pump until he'd flipped the right switch and heard the hum of the machinery as the pumps came on. He regarded the nozzle with a faint grimace of disgust, but the discomfort in his fuel tanks won out, and he put the nozzle in his mouth.

He had not even pulled the handle to release the flow of gasoline, when a searingly painful flash of light went off in front of him. His optics shut down in automatic response to the overload, and he staggered backward, losing his grip on the handle. Blindly he thrust out his hands, trying to ward off some imminent attack that he couldn't see.

"Damn you!" he gasped, bringing one hand to his eyes and pressing it against the pain in his optics. Dimly the outlines of his surroundings began to take shape again. Atop the gas pump next to the one he had grabbed, he saw the camera, very small and unobtrusive as it sat atop the flat upper surface of the pump -- as though some customer had forgotten it there. "Reflector!" Starscream snarled angrily, balling his hands to fists and swinging them down toward the small object. Immediately the camera split into three pieces, which grew into robots and scattered in three different directions as Starscream's fists came crashing down onto the fuel pump. He spun and grabbed for one of the retreating robots, when an impact struck him from behind. Something sharp scraped into his shoulders and wings. A familiar snarling sounded right in his audial sensor: Ravage! Starscream spun around, trying to scrape the robotic feline against the overhang of the gas station. Suddenly he cried out in pain as Ravage's long fangs sunk into the back of his neck. Frantically he tried to reach back and claw at the panther, but Ravage's snarls only increased and he hung on tighter. His claws gouged violently into Starscream's shoulders.

Starscream threw himself backwards at the overhang. It collapsed, and Starscream fell with it, deliberately landing heavily in the rubble as he tried to dislodge Ravage. He kicked out, snapping one of the uncovered gas pumps from its base. He rolled toward the jagged-edged metal, trying to grind Ravage into the wreckage. The fangs and claws withdrew from his plating as Ravage dropped away and twisted out from under the much larger jet. Starscream was about to turn on him in fury, when a barrage of laser fire converged on him from three directions. Reflector's three identical components were firing on him from all sides. The bolts seared his wings and singed his plating. They had him surrounded -- there was no place to go but up. Starscream shot vertically into the night sky, just as the damaged gas pumps caught fire. An explosive column of flame followed him upwards, and Starscream felt the heat lick at the bottoms of his feet before he was out of range.

He tried transforming, but the wounds in his neck and shoulders were too painful. He flew on in robot mode, a bit unsteadily, towards the garish lights of a large city in the distance.

How was it that the others kept finding him? he wondered. Were they tracking him somehow? He fought down a surge of panic. He was not accustomed to being a hunted thing. Usually *he* was the predator, and some hapless Autobot was the prey. At the very least, he was the equal of most enemies in battle. But now he was exhausted, damaged, and growing weak from lack of fuel. If he could only find a safe place to rest for a while....

At the outskirts of the city he turned away from the brightly lit downtown direction and headed for a dark area of storage yards and warehouses. Landing behind a tall chain-link fence that blocked off a series of huge warehouses, he began to wind his way among the buildings, doubling back every so often in hopes of losing any pursuers. Finally he stopped in a narrow alley between two of the featureless structures. Standing perfectly still, he listened intently. Some distance away, the unbroken dull roar of the traffic sounded; a siren wailed faintly from far away. But close by was --

A rustling in the garbage that littered the alley! Starscream jumped in alarm, firing off a laser bolt in the direction of the sound. In the brief illumination, he saw the pair of large brown rats scurrying away. Weakly he slumped against the side of the building and dimmed his eyes, trying to still the pounding of his fuel pump. How he hated Megatron for reducing him to this state!

He tried taking a deep, calming breath, but it didn't help much. Perhaps it would be best if he hid in one of these warehouses for a while. Brightening his eyes again, he moved along the wall until he came to an entrance. With the last of his laser bolts, he melted a hole into the thick metal door at approximately chest height. Reaching through, he groped along the inside wall until he found and disabled the security alarm that he'd been sure was there; he didn't want to be disturbed, even by insignificant humans who would have been attracted to the sound. He unlocked the door from the inside, and crouched down to get through. Within the building he could easily stand upright. The ceiling was high above, judging from the echoes of the sound of his footsteps; it was quite dark and he could see very little. But gradually his optics adjusted, taking in the dim orange of faint security lights spaced along the walls. He looked around carefully. If not for his fatigue and the height of the ceiling, he would have felt claustrophobic in here. Stacks of wooden crates were piled double his height, forming winding aisleways between them. Cautiously, with his hands out to brush the sides of the crates, Starscream started toward the center of the building.

A sickeningly familiar sound froze him in his tracks: the unmistakable electronic whine of Skywarp materializing from teleportation, very close behind him. Starscream stood motionless and dimmed his eyes, waiting for the laser fire to cut into his back. But it didn't come. Very slowly, Starscream turned around.

Only the double, glowing-red coals of Skywarp's eyes were clearly visible in the dark. The rest of him was an indistinct black shape. He laughed softly, malevolently. "It's over, Screamer," he said. A movement flickered somewhere below his eyes, and Buzzsaw and Laserbeak soared out of his cockpit, rising to hover just above each of Skywarp's shoulders. Their yellow eyes brightened, and a series of energy beams lanced out. Simultaneously Skywarp snapped up his lasers and fired.

Starscream sprang back and dodged around a close-by corner. "Afraid to face me alone, aren't you!" he shouted at Skywarp, even as he took off at a run down the narrow aisleway. Tearing around corners and winding through a maze-like series of turns, he dislodged crates and boxes into the path behind him as he ran. Too little space in here for a jet to fly -- but Laserbeak and Buzzsaw had no such problems. Their energy beams rained down on him from above, some of them leaving stinging scorch-marks on his outer plating. Desperately he tried to recall the way back to the exit. Was it that turn, up ahead? -- yes, he was almost certain of it. Grabbing at a corner box and flinging it behind him, he skidded around the turn -- only to slam to a complete stop at the sight that met him. Lined up before the partially molten door stood Thundercracker, Soundwave, Bombshell, Rumble, and Frenzy -- all with their weapons trained on him.

Starscream felt his eyes go bright with panic. "No!" he gasped, and then lower, trying to make it sound like an order and keep his voice from shaking, "No! I command you to lower your weapons! I'm your superior offic--" His words were cut short by a hail of laser fire. His rank didn't mean a thing to them now; they were acting under a higher authority. Starscream ran blindly back into the depths of the warehouse, through a curtain of energy beams from Laserbeak and Buzzsaw, and past them, tearing through the dark and slamming into crates and boxes in his uncontrolled terror.

He tripped on a pile of boxes and went sprawling into a jumble of partially broken crates. Frantically he tried to scramble to his feet, but was met with an impassable wall of boxes in front of him. He whirled around, but it was too late to get out the way he had come. The other Decepticons had caught up with him and were blocking the only escape route -- not even hurrying, just coming toward him at an almost relaxed pace, their weapons drawn but not really aimed at him, merely pointing in his general direction. They stopped a short distance from him, regarding him in silence. Ravage and Reflector had joined them, and now there were twelve robots altogether. Their glowing red and yellow eyes seemed to form an unrelenting, impassable barrier. But a larger shape moved behind them, and they parted willingly to let it through.

Megatron's eyes burned into the darkness like living flames. Even from a few paces away, Starscream imagined he could feel the fiery glare strike him like a wall of heat. He edged backwards until he was pressing himself against the irregular surface behind him.

Megatron's pale silver plating glistened in the dim light. In one violent, furious motion he reached out with both arms and shoved the surrounding stacks of crates away from himself, clearing an area of open space. Then his hands curled into fists and he moved slowly, deliberately, toward Starscream.

Starscream's breath came in short, painful gasps. He stood as if paralyzed for an interminable moment, then began to tremble all over. He thought he'd been afraid before; he was *petrified* now. He'd never seen Megatron so angry, so on the verge of losing all semblance of self-control. He'd never felt such palpable wrath and menace from any being, as that which radiated from Megatron now.

"Don't," Starscream pleaded, almost soundlessly. "Don't...."

Megatron's first blow flashed out and struck him full-force in the torso, shattering his cockpit.

* * *

Earth; September 1985

2. Megatron

Through a dim red haze of fury and grief, Megatron lashed out, slamming his fists into Starscream's body. He had lost awareness of all else, and knew only how the jet's metal plating dented and tore under the incessant pounding. On some level of awareness he relished Starscream's cries of agony, gorged himself like a beast at the kill on the feeling of physically tearing him apart.

The image replayed itself relentlessly in his mind's eye: Starscream shooting Nightbird in the back and laughing as she collapsed lifelessly among the Autobots...he let it nurture his hatred, let it drive him to ever-more- frenzied heights of violence. He raked his hand like a claw across Starscream's face, catching the edge of an optic lens and tearing it off, then gouging his fingers into the exposed circuitry underneath. Lubricant seeped over his hand. He used the socket as a convenient grip for slamming Starscream's head repeatedly into the wall of wooden crates. How he hated this creature, who had for so long tried to undermine his authority -- who had tried to turn the other Decepticons against him -- who countered and contradicted him at every turn -- but all that he had been willing to let go, for reasons he himself did not care to specify. But this time Starscream had crossed an invisible barrier, beyond which there was no forgiveness. He had destroyed the only female Megatron had ever....

[begin flashback]

He didn't quite know what to do with her, after they'd gotten her back to their largest land-based headquarters. Sure, it had been amusing to watch her strike out at Starscream for his insults, but he had quickly called a stop to that; he had work to do, a war to win, and didn't want to be bothered with his underlings' petty squabbles. He had to find a way of removing that info chip from the Autobots' main computer, which listed the exact locations and compositions of all the Earth's known energy sources. And since this mountainous land-base was relatively close to Autobot headquarters, this was a convenient vantage point from which to make plans.

So, he'd pretty much left Nightbird to her own devices, trusting that Soundwave would show her to a room and see that she was comfortable. She would make a useful warrior in the future, but at the moment he had other things to think about.

He'd been at the central computer for some time, directing a combination of long-range sensors and satellite spy-cams toward the Autobot base, when he looked up and found her sitting quietly very close by, watching him. "What are you doing here?" he virtually snapped, annoyed that he hadn't heard her come in, and had no idea how long she'd been sitting there.

She seemed momentarily taken aback by his tone, but then scooted her chair closer to the computer console and peered at it intently. She brushed her fingers lightly over some of the buttons and touch-pads, then looked back up at him curiously. "What's this?" she seemed to be saying, though she made no sound.

Megatron scowled at her. He had things to do. But she was so beguiling, so obviously lacking any malicious intention other than an honest quest for knowledge, that he decided he could afford to take a few minutes and teach her a few essentials.

"Here," he said, touching a flat rectangular button that lit in response to some light pressure. "This activates the satellite camera. This," he turned a large red knob, "directs the viewfinder, and this," he turned a blue dial, "focuses the picture. Now watch closely." He directed the camera and zeroed in on the entrance to Autobot headquarters. A number of small-to-mid- sized robots were cavorting around in front of the mountainside that housed their deactivated spacecraft, the Ark. Darting around them and between their legs were a pair of young humans, a male and a female. They appeared to be engaged in trying to keep a round, bouncing object away from each other. A game of some sort, Megatron supposed. It was unimportant. He looked significantly at Nightbird. "Those robots are Autobots," he said. "They are the ones we freed you from, at the scientific conference. They are our enemies. You can recognize them at a glance by this symbol." He zoomed in very closely onto the red Autobot symbol on Jazz's chest, so that it filled the whole screen. "On closer inspection, you can also recognize them by their spinelessness and ineptitude as warriors," he added with a chuckle.

Nightbird tilted her head thoughtfully. Turning toward Megatron, she reached out tentatively toward the purple Decepticon symbol on his chest, stopping just short of touching it. "Yes, a different symbol," he said. "Keep the difference in mind."

He zoomed back out, so the moving Autobots and humans became visible again. In the background, several larger robots stood and watched. Megatron focused onto the largest. "That's Optimus Prime," he said, unable to keep a trace of disdain out of his voice. "He's their leader. He's the worst of the lot. Keep him in mind, too."

A yellow light flashed up, off to the side, and snagged his attention. "You can go now," he dismissed Nightbird brusquely, as he fiddled with the long-range sensor and tuned in the energy reading. Comparing it to his reference scan of Autobot perimeter security, he came up with a totally different energy reading. "Damn!" he snarled to himself. They had put in a new security system of some kind. Soundwave should get a look at this....

As he rose from the computer and began to turn away, he saw that Nightbird had not budged from her place. She was watching him intently with her hooded amber eyes. Megatron paused, a little puzzled, and held her gaze for a moment.

Then he turned away to find Soundwave...

[end flashback]

...Megatron tore the remaining glass out of Starscream's cockpit and dug his fingers into the hinge, ripping it loose. He shoved the jagged edges of the metal back into the jet's chest, and black fuel seeped out between the wounds. Starscream made a sound that was half cry and half strangled gasp; he tried to raise his arms and ward off Megatron's blows, but Megatron batted his defenses aside.

"No more, Megatron," Starscream gasped. "*Please*, Leader...!"

Megatron slammed a fist across his face...

[begin flashback]

"...So, Leader," Starscream said, sauntering casually into the control center. As always he emphasized the word "Leader" with his own unique brand of sarcasm. He regarded Megatron smugly and continued, "I understand the Autobots have installed a new security system -- and *you* can't figure out a way past it."

"Not *yet*, Starscream," Megatron growled. "But it's only a matter of time."

"Sure, sure," Starscream replied, folding his arms and leaning back against one of the columns. "The question is, how *much* time? A week? A year? A lifetime??" He laughed, and his eyes danced with malicious pleasure. "Maybe you should let *me* try. I mean, you've had your turn, and not much to show for it." Starscream's tone made clear that he was referring to more than just the breach of current Autobot defenses.

Megatron drummed his fingers impatiently on the computer console. "Starscream," he said without looking at him, "if I thought for one moment that you could figure out how to neutralize this new security system, I would assign you the task. But the last time I let you loose on our computers, you nearly burned out the whole network."

"Oh really?" Starscream demanded. "That's because I was working with defective circuitry to begin with. And who was it that blew the entire antimatter generator to hell because you hadn't bothered to check on its electrical input requirements?"

"That's because I was working with defective *mechanisms*," Megatron replied evenly. "Like *you*. Now get lost, I'm busy."

"Yeah -- I can *see* that," Starscream said with a pointed look at Nightbird, who was sitting quietly at the computer next to Megatron.

Megatron glanced at him sharply.

"Helps you a lot, does she?" Starscream taunted.

Megatron sensed rather than saw the movement at his side; at most he detected only a dark blur. But a pair of sharp-edged throwing stars were suddenly embedded in the column to either side of Starscream's head.

Starscream's eyes went blank with surprise. Slowly he stepped away from the column and looked back at the razor-edged blades. Megatron took the opportunity, while he was off-balance. "She helps me a lot more than you do," he said. "Maybe *she* should have *your* job."

Starscream's optics narrowed and he stalked out of the room.

Megatron grinned appreciatively at Nightbird, who regarded him with utter composure. She sat at the computer as though she hadn't even moved. But something in her eyes seemed to smile...

[end flashback]

...He wrenched the air-intake planks from Starscream's shoulders and tore the outer plating in great flat sheets from his wings, holding him down with one foot as he gouged at the metal. Then he clawed at the infrastructure, grinding and mangling it together into a twisted mesh of struts and wires. The jet's audio-splitting screams shattered the silence of the night... [begin flashback]

...A fairly common and perfectly legitimate way of rising in rank among the Decepticons was to assassinate one's superiors, and so Megatron never entirely let his guard down, even in his private quarters in the dead of the night. When the slight metallic sound broke the silence, he was up from his recharge bed, fully awake, and ready to fire his laser cannon. Faint starlight from the window showed a dark silhouette, and Megatron aimed -- but there was something familiar about the shape that gave him an instant's pause; long enough for the dark figure to touch the control pad by the door and key up the lights.

"Nightbird!" Megatron exclaimed, lowering his cannon. After his initial surprise, a flicker of anger stirred in him. "How did you get in here?" he demanded. "That door is keyed to my personal security code!"

Nightbird slid open a panel in the side of her right thigh and extracted something that she held out to him. At first glance it looked like a very short dagger, small enough to be concealed in one's hand. But Nightbird touched one of the edges, and a series of picks and wires of varying size slid out from the base of the blade. She touched the flat upper surface of the handle, and Megatron saw the faint blue crackle of a magneto-electric field that danced across the tips of the instruments.

Intrigued, he took the object from her for a closer look. "All-purpose lockpick, hm?" he mused. "You *are* talented." He handed it back to her. "Just don't sneak up on me again. I'm likely to blow you away -- and we couldn't have *that*, could we?" He smiled at her conspiratorially.

Nightbird's eyes gleamed a soft amber. She had been his constant companion for the past few days, at least in the daytime. At first he'd found it a little aggravating that he nearly tripped over her any time he turned away from his work. Once or twice he'd stopped himself just short of yelling at her. It would have been a mistake. She always looked at him with such trust and earnest attention that he would have hated himself if he'd hurt her. And in truth, he found her interest in his work a bit flattering, and quickly came to appreciate her constant, quiet presence. It was almost as though she had imprinted herself onto him -- as though there was something in Megatron's presence that she needed and sought to emulate. In all honesty, Megatron found that thought a bit flattering as well.

Now she looked observantly around his room, moving toward the window and back again, skirting the perimeter of the recharge bed, as though trying to get a feel for the place. It was not as spacious or well-furnished as his quarters at the undersea base, his main headquarters -- but there were a few comfortable chairs in addition to the recharge bed, a small store of energon cubes and a desktop computer outlet through which he could access the main system. Above the computer hung the only wall decoration, an old, heavy Cybertronian scimitar with a broad, polished blade, from his days as a gladiator. Nightbird seemed to regard it all with intense interest, particularly the scimitar. She touched it lightly, then turned to look at him questioningly.

Maybe some day he would tell her about it. At the moment.... "What is it that you want, Nightbird?" he asked. "What do you need, at this hour?"

Watching her move gracefully and soundlessly around the room, he'd begun to be increasingly aware of what *he* wanted -- but of course that was ridiculous. She was an Earth-robot, an alien, built by mere humans. She probably didn't even have a pleasure interface. But she *was* beautiful, he had to admit, standing silhouetted in glossy black and gray against the light wall, with the scimitar glistening in the background....

She moved toward him, holding his gaze. She reached up and touched the Decepticon symbol on his chest, tracing it lightly. Then she brought her hand to her own chest, looking up at him expectantly. For a moment Megatron didn't understand. Then he smiled. "Of course! We'll see that you get one. The equipment for branding and paint is back at our undersea base, but we won't be here that much longer. Then you'll have your Decepticon symbol. Satisfied?"

Her eyes smiled. She nodded.

"Good." Megatron put an arm lightly around her shoulders and steered her to the door. "Now you can go back to your room and...."

He trailed off when she hung back from the door. She was looking at him again, with that same intensity that she watched him with at work, only -- *more* intense.

"What now?" he asked, beginning to feel a little uncomfortable under her unflickering scrutiny.

She reached up and touched his Decepticon symbol again, only this time she placed her hand flat against his chest and slid it upward over his shoulder, then up along the side of his neck to caress the edge of his helmet. The sensation was like a warm current of electricity. Great Cybertron, but she was beautiful! Seemingly without intending to, Megatron wrapped his arms around her waist and pulled her close. She reached up with her other hand and slid her arms smoothly around his neck, pressing herself against him.

He disentangled himself from her just long enough to snap off the light switch -- then led her toward the bed...

[end flashback]

...He slammed Starscream up against the wall of crates, so hard that the wood cracked and styrofoam packing materials burst from the fissures. He wrapped his fingers around Starscream's throat and shook him savagely. Droplets of leaking fuel and lubricant sprayed in all directions. Megatron slammed him back against the broken crates again, into the splintered boards, and held him there. Slowly, inexorably, he began to tighten his grip on the jet's throat.

Starscream clawed weakly at the vise-like hold. Lubricant streamed from his empty eye socket and his one remaining cracked optic sensor, which brightened sporadically, then dimmed. His mouth gaped open as he struggled for air.

"You're...killing...me," he managed to rasp. "Don't...kill...me... don't--*!"

"Why shouldn't I kill you?" Megatron snarled through clenched teeth, relishing the feeling of his fingers gouging into the pliable metal of Starscream's throat. "*You* killed *her*, after all."

The one optic sensor brightened a little. "I didn't!" he choked out. "I used..." The faint red light dimmed. "...null ray," he whispered. "Stun setting...."

Almost involuntarily Megatron's grip loosened a little. Starscream's head came up and he gasped for air. "What did you say?" Megatron demanded, shaking him.

"-- hit -- her -- with -- a -- null -- ray," Starscream managed sporadically between shakes.

Megatron stopped, and stared at him intently. "You're lying," he insisted.

"No. I used a stun beam, I swear it. She was already surrounded by Autobots...."

[begin flashback]

"...Say whatever you like," Starscream said, leaning insolently against the computer console, "but you'll never find a way to deactivate those new Autobot defenses. You'll *never* get that world energy supply chip."

"Think so, do you?" Megatron responded smoothly. "Well, how's this -- when we *have* it, I'll see to it that you gain no benefit from the knowledge it holds." He offered Starscream a calmly superior smile.

Starscream seemed disappointed that he'd been unable to incite his leader to anger. For a moment he looked like he was going to say more, but casting a wary glance at Nightbird, he apparently thought the better of it. He left them alone in the control center.

When he was gone, Megatron turned to glare accusingly at the computer screen. "I'll never get that chip, he thinks," he muttered to himself. "Just wait and see."

"I'll get it for you," a soft, resonant voice said beside him.

Megatron whirled and stared at her in amazement. "What?" he said.

"I said I would get it for you," Nightbird repeated. "This world-energy- chip thing that you've been carrying on about."

He reached out and grabbed her by the shoulders. "You can talk!" he exclaimed.

She smiled. "Yes. It just took a few days for me to gather enough samples your language, to be able to use it."

Megatron was delighted. Now they could *really* communicate. He cupped her face in his hands, tilting it slightly upward, and kissed the dark mask that lined her mouth. It was only then that the meaning of her words reached him. "What do you mean, *you'll* get the chip?" he asked with a slight scowl. "Do you expect to just stroll into Autobot headquarters and walk out with it?"

She pulled back from him a little and took hold of one end of her nunchucks, spinning the other end in a swift, confident arc. "That's exactly what I expect," she said. "I'm a ninja, remember?"

Megatron only stared at her. Warring impulses rose in him: he didn't want to let her out of his sight, didn't want to subject her to the danger. On the other hand, he did want to see the full extent of her powers in action -- and if anyone had a chance of success, it was Nightbird. Slowly a grin spread across his face. "You and I are going to make a wonderful team," he stated.

[end flashback]

"...I knew if I stunned her and she fell, the Autobots would re-capture her," Starscream continued hurriedly. "No need to waste full power on a lethal setting...."

"You're just trying to save your own worthless hide," Megatron cut him off, and tightened his grip on the jet.

"N-no really, I swear to you!" Starscream stammered in panic. "Ask -- ask Soundwave!"

Megatron glared at him motionlessly for a long moment -- then suddenly flung him away to the side and head-first into a stack of crates, in the general direction of the other warriors.

"Soundwave!" Megatron snapped, and the big blue Decepticon stepped forward. "Tell me if he's lying."

He detected the very slight brightening of Soundwave's eyes as he probed Starscream with a mental scan. Then he looked up to meet Megatron's gaze. "Starscream speaks the truth," he said.

Megatron took a step toward him, hardly daring to hope. "You're *certain*?" he insisted. "She's alive?"

"Starscream did not kill her," Soundwave replied.

Megatron's thoughts whirled. So the Autobots had taken her captive. She was out there somewhere, a prisoner, but alive -- *alive*!

One last burst of anger surged through him, and he kicked out viciously at Starscream. He struck at the jet's head and chest, flinging him backwards into more broken boxes. He lay in a crumpled heap, moaning and whimpering in pain. The others stepped aside as Megatron moved past them, and into the maze of crates and aisleways that led out of the warehouse. * * *

Earth; September 1985

3. Soundwave

One by one the others turned to follow their leader. Skywarp first, then Ravage, Bombshell --

"Don't leave me!" Starscream cried out, struggling to lift his head. "You can't--*!" A fit of coughing cut off his words. He spit up the black fuel that had seeped into his oxygen filters from punctured internal fuel tanks, and fought for breath.

Laserbeak and Buzzsaw took to the air, unhurriedly following the others. Neither of them looked in Starscream's direction.

"No!" he called plaintively. "You can't leave me -- I'm far too valuable a warrior to be left...to die...."

Rumble and Frenzy shrugged and turned away.

"Please, I don't want to die!" he wailed. "Not here, not like this!" Desperately he tried to claw his way forward along the ground. Fuel pooled on the floor all around him, visibly seeping from his wounds. "Someone help me...."

As one, Reflector's three components started for the exit.

"Thundercracker, Soundwave," he sobbed, appealing to the only two Decepticons who might be persuaded to some sympathy. "Please, I want to live...." His words dissolved into a weak spasm of coughing that shook his whole body.

Soundwave and Thundercracker had already turned away. Thunder glanced uncertainly at Soundwave, slowing his steps. Soundwave could read the question in his eyes: how angry would Megatron be if they brought Starscream back to base?

Soundwave looked back at the battered Decepticon, barely recognizable as a jet anymore. In spite of himself -- despite his long-standing friendship with Megatron and his loathing for what Starscream had done, Soundwave couldn't help but feel a little sorry for him. He was in excruciating pain, and he would leak to death very soon unless something was done.

Soundwave exchanged a look with Thundercracker. "Megatron did let him live," Soundwave pointed out.

That was all the incentive Thunder needed. He had his differences with Starscream as well, but in his core he hated to see a fellow Decepticon in such anguish. He went to Starscream and carefully started to lift him off the floor. Soundwave hung back for another moment of indecision, then stepped forward to help.

* * *

The undersea headquarters boasted a far more extensive repair bay than the dry-land base, and it was here that Soundwave started reassembling all the shattered bits and pieces of Starscream's mechanisms. The damage was even more extensive that it had appeared from the outside. Manufacture of necessary spare parts, and especially of new outer body panels, would stretch itself over the next several days. For the moment, Soundwave had stopped the leaking, and was slowly reconnecting the most critical internal wiring. It was going to be a long night.

Starscream lay unconscious on the operating table as Soundwave worked with methodical care. He had the ability to focus on his work to the point where he became totally absorbed in the details -- in all the delicate little procedures, the steady succession from one step to the next, the successful completion of each goal. He could almost forget who it was that he was working on, and why he was in this condition to begin with. Almost. With a skill born of long practice, his hands activated the various repair tools practically on their own, leaving his mind free to wander...

[begin flashback]

By the time evening fell, Nightbird had been at the land base for several hours. Neither a prisoner nor a member of the team with responsibilities, she could have taken the time to explore, to take in the layout of the place -- even to choose one of the unoccupied private rooms that suited her. Instead she had sat with Megatron and Soundwave at the computer all afternoon. Megatron all but ignored her once he really focused in on his work, and even Soundwave found it easy to forget her presence from time to time. She was so unobtrusive, so totally silent. Yet there was nothing timid or uncertain about her; she stayed in Megatron's presence not because she felt safe there, but because there was something about his proximity that she seemed to find fascinating. Glancing at her from time to time, Soundwave could see an aura of calm self-assurance about her - a sense of security in her own existence, a core of inner tranquility. From that inner center of balance she looked outward with an insatiable curiosity, as though trying to take in as much information as possible to make up for her extreme youth. She had, after all, only just been created. But she had none of the childlike aspects that a Transformer private creation would have at that age - no, she seemed more like a factory product, an "instant adult," who had been given a far more sophisticated personality by the creation factory machinery than possible with the machinery which would normally be available to a private individual on Cybertron. Soundwave still could not imagine how her human creator had accomplished such a feat, without access to creation factory machinery. However it had been done, and in terms of personality, she was an adult female. But *knowledge* was what she lacked, and her observant intelligence was trying hard to compensate.

Megatron did not seem to notice her again until, for the fifth time, his attempt to infiltrate Teletran One's auxiliary defense programs was blocked by a sophisticated protection system. In rising frustration he brought his fist down on the computer console and glared accusingly at the screen. "Piece of computerized trash!" he snarled.

"It *is* late," Soundwave suggested.

"What?" He turned to look at Soundwave as though only now remembering his presence. "Oh - yes, right, you can go." He waved Soundwave away, somewhat distracted. "And--" he glanced at Nightbird, "show Nightbird to a room. See that she has everything she needs."

"I meant, perhaps you should give it a rest for the night," Soundwave specified.

"Look, Soundwave," Megatron snapped, "I'm not going to become ruler of Cybertron by *resting*!"

"You will not accomplish that goal by driving yourself to exhaustion either," Soundwave pointed out.

Megatron's eyes flashed a warning - he didn't want to hear it.

Soundwave sighed. They had had this conversation far too many times, and it always ended the same way. He motioned to Nightbird to follow him, as Megatron turned back toward the computer for another electronic assault.

He could barely hear her footsteps as she followed him through the dark, narrow corridors of the base. Other Transformers, with less sensitive hearing, would not have heard her at all. He decided on one of the larger spare rooms and stopped at its door. Touching the outer control panel at its side, he plugged into the circuitry through a linkage key that slid out from the tip of his finger. With a swift series of electronic impulses, he prepared the locking mechanism to receive a new entrance code.

"Put your hand up against this metal panel," he directed Nightbird. She did so, and the circuitry scanned her bioelectric emissions, sealing the pattern into its memory. "Now all you have to do is will it to open," he explained.

She tilted her head and stared at the door in motionless concentration. After a moment, the door slid back into the wall.

"It gets easier with practice," Soundwave assured her. He led her into the darkened room and dialed up the lights. Patiently he showed her how to raise and lower the illumination; how to activate the recharge bed and how to adjust the temperature of the invisible energy-beams that would wash over her while she was dormant; how to turn the transparent window-polymer opaque if she should wish to block out the bright light of the moon that was visible as a waning quarter outside the base. There was no energon dispenser in the room, so he stepped out briefly and returned with a tray of small cubes, which were more satisfying than the otherwise adequate recharge rays. She picked one up, tentatively at first, and tried it. Apparently she liked the taste, for she immediately emptied two more. Soundwave realized that she hadn't re-fueled since she'd been brought here early that morning, and who knew how much fuel she'd been given prior to that by her human creators.

Soundwave was reminded that Megatron had not re-fueled either, since that morning - since before the attack on the conference center, the battle with the Autobots, the flight home, and all the long hours at the computer. Soundwave was forever asking him to take better care of himself, but the Decepticon leader resented the implication; he had "more important things to think about," and "no time for such trivialities."

Well, perhaps having Nightbird here would have some positive effect, Soundwave thought as he regarded her. He had not missed the spark of interest in Megatron's eyes when she'd had her little spat with Starscream that morning - how he'd followed her effortless and amazingly swift movements when she went on the attack...and she *was* beautiful, in an intriguingly alien fashion. Soundwave reached out mentally and lightly touched her mind, trying to get reading on her feelings about being here. Normally he would not invade the privacy of another's thoughts, unless he was so ordered by Megatron, or he felt it was a matter of security. But since Nightbird was apparently to be a new member of the Decepticon army, he felt it wise to learn a little more about her. It was no great surprise to find that his initial assessment of her personality had been correct; even without applying telepathy, Soundwave tended to be an accurate judge of character. As to how she felt about the Decepticons, about being snatched up and brought here....

She was first of all enthralled with Megatron - no great surprise there either. The image of him fighting Optimus Prime in the conference center was fixed firmly into her mind. With it, for the first time in her short life, had come the realization that robotic life-forms could aspire to more than just following the commands of humans who were putting them through their paces. Her feeling about her human creator was utterly neutral; Soundwave caught glimpses of memory, of the human running endless preliminary performance tests with Nightbird in his lab - utilize this weapon, demonstrate that martial art - and Nightbird had complied unresistingly, for she had never known anything else. But the sight of the attacking Decepticons - robots who were obviously not subordinate to or in league with the humans - had awakened something in her: the awareness that she was an individual, someone who had the right to make her own choices and express her own desires, separate from the expectations of mere humans. And what she desired was Megatron, who had taught her this, simply by being who he was.

Her feeling about the other Decepticons was one of curiosity. She wanted very much to know where they came from and what their purpose in life was - and she was confident that she would find out, in time. She was not intimidated by the somewhat rough-and-tumble Decepticon fighting force, as other aliens might have been, for she was secure in her own fighting powers. She knew, on a basic level, that she was more than a match for any one of them except possibly Megatron, if it came to one-on-one combat.

Even Starscream, who had made a bad impression on her right from the beginning, was no threat to her. She rather disdained him - in fact, thought too little of him to bear him any real animosity - but did not feel the need to prove her superior fighting skill. If attacked, she would defend herself, and do it well; if left alone, she would do likewise.

Satisfied, Soundwave pulled his thoughts back from her. It was going to be interesting, to watch her develop into a full-fledged member of the Decepticon army - and perhaps more than that.

"Let me know if you need anything," he told her, and turned to go. He paused at the door and looked back at her. "Welcome to the Decepticons," he added.

[end flashback]

Starscream stirred, turning his head to one side and moaning softly. Soundwave had sealed off the lubrication ducts and removed the smashed circuitry from his one optic socket, but he still had only one functioning optic sensor, and the lens had not yet been replaced. It brightened unsteadily as Starscream struggled toward an awareness of his surroundings.

After a few moments he seemed to recognize the repair bay and realize where he was. Then he gasped in pain and dimmed his eye to black. Soundwave continued his work. Slowly, tentatively, Starscream's eye brightened again.

"S-Soundwave?" he asked in an incredulous whisper. "You're repairing me? You*?"

Soundwave barely glanced at him, and reached for another tool. "The Constructicons refuse to touch you," he said inflectionlessly. "They know what happened."

True, Megatron could be difficult to live with; he was highly demanding, with an unpredictable temper, and always quick to fling insults and curses when things didn't go his way. Yet he had his own brand of honor and fairness, always giving credit where it was due -- and though he demanded a great deal of his troops, he demanded even more of himself, and never asked a warrior to risk any danger that he himself would avoid. He was a dynamic and charismatic commander, almost always *leading* his troops into battle rather than sitting back in the safety of the base and *sending* them, like other leaders that Soundwave had known. And at odd moments, when he dropped the role of the authoritarian commander, Megatron could be personable, understanding, even compassionate, and intensely loyal to those rare individuals whom he trusted enough to consider friends. Contrary to Autobot propaganda, most of Megatron's immediate underlings were actually quite fond of him...

[begin flashback]

Soundwave looked around the empty control room in mild surprise. He had fully expected to find Megatron at the computer, and of course Nightbird with him. But the room was deserted, the interactive consoles and viewscreens shut down. With a shrug, Soundwave returned to the corridors to look elsewhere.

He passed Skywarp, who was on his way to the holo-simulator. "Have you see Megatron?" Soundwave asked him.

"Yeah - he went for a walk," the black jet replied.

"A *walk*?"

"With Nightbird. Though if you ask me, they had more in mind than lookin' at the scenery," he added with a suggestive grin.

"Show some respect, Skywarp," Soundwave admonished.

"Hey, don't get me wrong - I think she's good for him," Skywarp answered, and continued on his way.

He had a point, Soundwave mused. In the past few days, Megatron had in fact seemed more relaxed, less driven, less likely to snap at his warriors over minor infractions.

One Decepticon who undoubtedly did not appreciate this subtle change in attitude was Starscream. The red-and-silver jet had always made it his specialty to try and goad Megatron to anger with subtly insulting remarks and sarcastic insinuations - and those tactics had far less effect these days. Megatron had even turned the tables on him, off-handedly threatening to replace him as subcommander. Soundwave knew that Megatron had no intention of carrying out that threat -- that he was merely amusing himself, watching Starscream's reaction - but Starscream, quite obviously, was not amused...

[end flashback]

"Wh-what are you doing?" Starscream asked shakily.

"Reconnecting the involuntary neurocircuitry to your oxygen infilters," Soundwave replied, without pausing in his work.

"Hurts like hell."

"I can imagine."

Starscream dimmed his eye and clamped his teeth together, whimpering quietly to himself. Whenever Soundwave touched the inside of his chest cavity with the micro-welder, he gave a sharp gasp, which eventually became suppressed cries of pain.

Soundwave relented and infused some destimulant into Starscream's fuel line. The minimal dose would deaden some, but not all, of the pain. However its mildly tranquilizing effect was enough to nudge Starscream back into unconsciousness, and Soundwave could finish his work undisturbed.

He had the most vital systems working on their own again -- fuel pump, oxygen intakes, autonomic cerebral neuro-nets. However, immunofiltration functions were down, as well as fuel processing/energy extraction systems, and much of the voluntary neurocircuitry that allowed conscious movement. Flight engines and transformational circuitry remained all but nonexistent. All of it required extensive replacement parts. And at least until the immunofiltration and fuel uptake systems could be repaired, Starscream would have to remain hooked to the life-support machines that would perform these functions for him. Soundwave had already assigned Reflector to begin manufacture of parts, but it would still be tomorrow afternoon before the first of them were ready.

Soundwave carefully moved Starscream to one of the repair bay's intensive care units, and hooked up wires and tubing from the ominous tangle of life-support machinery that loomed over the bed. Activating the machinery, he watched for a while as the proper lights came on and the system took up its soft electronic hum. As a precaution, he pulled down the restraint bars and secured them over Starscream's chest. The jet had practically no movement in his lower body, but could move his arms to some degree; if he were to thrash about in his sleep, he could detach himself from the life-support wires. The restraints snapped down securely over his arms and kept him still.

Soundwave turned away and shut off the lights. The corridor outside the repair bay was dark and deserted. Soundwave could hear the soft hissing of forced air as it circulated through the undersea base. His footsteps echoed loudly from the bare metal walls as he walked to the nearest turbo-lift and rode downward.

The sea-floor level of the base seemed empty as well, the hallways dark except for faint battery-powered guide-lights set into the ceiling. The other Decepticons had vanished, no doubt withdrawn into their private quarters. None of them particularly wanted to face Megatron. Except for Soundwave. He turned into one of the larger corridors leading to the left, and followed the guide-lamps.

The sliding door to the control center stood open up ahead, and a rectangle of yellow light spilled out into the dark hallway. Soundwave could hear the almost sub-audial hum of the massive computer system, the intermittent tapping of touch-pads. From the sound of it, Megatron had the entire system powered up to its fullest. Soundwave thought fleetingly of the power it was sucking from their already depleted reserves, though he was sure that such concerns did not interest the Decepticon leader now.

He entered the huge control chamber, twice as large as the computer center at their land base. Three walls were taken up from floor to ceiling by banks of computer consoles, screens, interfaces, and read-out displays. Megatron sat before the largest of the viewscreens, rapidly running through a series of images and patterns on this and several smaller screens inset around it. He might as well have been part of the computer system himself, the way he crouched over his interactive console as though physically connected to it. He did not even acknowledge Soundwave's presence when he walked up next to his leader. Megatron's optics flickered rapidly from one screen to the other, his hands playing the dials and touchpads in an almost automated fashion.

Soundwave sat down in the chair next to him. "Any luck?" he asked quietly.

Megatron shook his head. His eyes never left the screens. Soundwave knew he had not re-fueled in almost 24 hours, but any suggestion to stop and take a break would have been worse than useless.

"I *will* find her," Megatron growled through clenched teeth, as though picking up on Soundwave's thoughts. "If I have to physically tear the whole planet apart to do it. If only I hadn't sent her after that damn energy-supply chip...."

Soundwave winced slightly at the savage self-recrimination in Megatron's tone. "It's not your fault," he tried to convince him. "The blame lies entirely with Starscream and the Autobots...."

Megatron did not even register his words. His fingers flew across the touchpads, calling up new signals. Soundwave turned his attention to some of the read-outs. Megatron was re-tracing and scanning all radio, short-wave, and other communications-transmissions from the last twelve hours, from throughout the world, in hopes of finding where Nightbird had been hidden. Almost too quickly to read and process, the multiple screens spit out data on recent human border skirmishes, governmental coups, stock market ups and downs, natural disasters, terrorist bombings, elections, medical statistics -- but nothing on a lone ninja robot who was locked away somewhere...and that was if she was lucky. If she was *not* lucky, the humans and Autobots had already dismantled her. A distinct possibility, Soundwave knew, and one that had undoubtedly crossed Megatron's mind as well...

[begin flashback]

The land base's small repair bay was adequate for such minor tasks as soldering a weakened wing-joint, which Thundercracker had received on an energy raid earlier that day. Soundwave finished up, and the ice-blue jet hopped down off the table. He moved the wing experimentally. "Feels fine," he said. "Thanks, Soundwave!"

He joined Skywarp, who had lingered around the doorway waiting for him, and the two jets left. Soundwave began to put away his tools, but almost immediately he heard other footsteps approaching. Curiously he looked up -- no one else had been damaged on the raid--

Megatron strode into the small repair bay and slid the door shut behind him "Soundwave," he began, "I think, maybe, you should run a diagnostic on me."

"A diagnostic?" Soundwave questioned. This was highly unusual. Normally Megatron could not be dragged into a repair bay unless he was severely damaged; it took a minor miracle -- or a very determined Soundwave -- to maneuver him in for routine maintenance checks. The Decepticon leader tended to resent any indication that he was not completely and totally invulnerable. And now he was *asking* for a diagnostic check? "Is there a problem?" Soundwave asked.

"Yes, I think so." Megatron's gaze traveled from Soundwave up along the wall of the room, over the examination table, and across the rows of tools and instruments in their cases. It was clear that he as not entirely comfortable with the subject.

Soundwave waited patiently until Megatron's gaze came back to him. "What sort of problem?" he prodded gently when the silver Decepticon remained silent.

"Well ... I think I have a feedback loop in my memory circuits. It keeps replaying the same subject matter. I can't seem to disengage it."

"What subject matter?" Soundwave asked, when Megatron again fell silent.

"What difference does it make!" he snapped defensively. "Just get rid of it!"

"It makes a difference," Soundwave assured him, beginning to form a realization. "What subject matter?"

Megatron glared at him. "Well...*Nightbird*," he answered grudgingly. "I don't see what difference that makes! It's just a mnemonic circuitry problem. And I'm having a hard time concentrating. My attention wanders. It's - disconcerting."

Soundwave nodded. "Understandable. But there's nothing I can do about it."

"What?!" Megatron demanded. "How would you know? You haven't even run the diagnostic yet! What kind of a repairs specialist are you, anyway?"

"It *is* only my *secondary* function," Soundwave reminded him.

"Yes - but that still puts you light-years ahead of any other repaireon I've ever met," Megatron said. It sounded more like an accusation than a compliment.

"Perhaps," Soundwave conceded. "But there is still nothing I can do." Megatron's eyes flashed brighter with growing anger. Soundwave regarded him steadily. "Megatron, I must admit, I'm a bit surprised. With all the females you've known on Cybertron -- haven't you ever been in love before?"

Megatron's eyes went blank with amazement - then narrowed. "Don't get insulting," he growled.

Soundwave suppressed a smile. "It's not a crime, you know."

"It's *crazy*," Megatron countered. He spun away from Soundwave, and then back to face him. "Alright -- what do I *do* about it?"

"Why would you want to do anything about it?"

"Because the situation is intolerable. I can't think of anything but her. I can't keep my mind on my work. All I want to do is go off somewhere and be alone with her...to my quarters, or out among the mountains, or down to the holo-simulator...you should *see* her in action in the holo-simulator! She's a walking armory - she has weapons I haven't even seen yet! And she's got hand-to-hand combat skills like you wouldn't believe. I could watch her forever--" He broke off abruptly and shot Soundwave a significant look. "See what I mean?"

Soundwave leaned back against the examination table and folded his arms. "Okay, so it's distracting," he agreed. "It will be, at first. Especially since you are not accustomed to the sensation. But surely it's not *all* bad? Surely you are deriving some happiness from the relationship...?"

Megatron opened his mouth to reflexively snap a protest, then shut it again. "I...*guess* so," he agreed cautiously.

"And surely, having her in your life makes things just a little bit more worthwhile -- gives you just a little bit more incentive to return to Cybertron someday and rule?"

"Okay...that's a valid point," Megatron agreed, still guarded.

"And? Could you imagine going back to an existence without her?"

"No," Megatron stated without hesitation. "I would not want to exist without her."

"Then what's so terrible about having found the perfect female and being in love?" Soundwave asked. It was little more than a rhetorical question.

Megatron met his eyes, and the last of his protests and barriers dropped away. Slowly a smile spread over his face. "Alright, alright," he said. "You devious old rustbucket. I guess you're going to tell me to just get on with my life and enjoy it, right?"
Soundwave smiled in return. "Exactly."

Megatron began to turn away, then paused. His eyes registered the barest hint of warning. "But not a word of this to anyone," he commanded.

"Of course," Soundwave replied.

As though it wasn't obvious to anyone who was halfway conscious...

[end flashback]

The planet-wide communications signals were proving unproductive, and Megatron switched over into a computer assault. Infiltrating one of the scientific community's largest e-mail networks, he began to trace the connections back to prominent research labs and their databases. Finding the connections between computers was simple -- even bypassing human-designed protection systems was no problem -- but sorting through all the data dumped from all of those computers into the Decepticon mainframe -- that would take slightly short of forever. But Megatron seemed undaunted by the massively complicated task that lay ahead of him. His eyes were fixed on the viewscreens, bright with the intensity of his concentration. Behind that overlay of brightness, Soundwave could see the deeper maroon shades of the pain and grief that Megaton was keeping tightly under control. If only he would talk about it, Soundwave thought sadly. If only he wouldn't keep it all to himself.... But then, who was he, Soundwave, to make that demand? He had done the same once, long ago....

An internal audio signal went off inside his helmet, interrupting the thought. It was as though someone were trying to contact him by internal radio, but could only send the contact chime, not the actual voice signal. Someone whose internal radio had been damaged beyond the point of functional use.

Reluctantly Soundwave rose from his chair. Megatron broke off from his work and looked up at him beseechingly. "Where are you going?" he asked.

"I will return in a few minutes," Soundwave assured him by way of reply. "Then I will assist you in your task."

A hint of gratitude flickered through Megatron's eyes. He turned back to his computer.

With the contact chime now sounding repeatedly inside his helmet, Soundwave walked to the nearest turbo-lift and rode up to repair bay. When he entered the intensive care ward and keyed up the lights, he found Starscream trying to push and claw at his restraints. "You can cease your radio signal," Soundwave told him, with some annoyance at the frantically sounding chime.

Starscream ceased, but continued to push at the restraints. "Get this *thing* off me!" he demanded, indicating the cage-like structure that held him down. His voice held an edge of panic. Soundwave recalled how flyers like Starscream hated to be restrained, became more than a little nervous in tightly enclosed spaces. "*Well*?" the jet demanded, turning his cracked optic sensor on Soundwave. "Am I a prisoner or something?"

"No. I restrained you so you would not move in your sleep and disconnect yourself from life support," Soundwave answered coldly. He stepped up to the bed and loosened the restraints, lifting the bars and locking them down again in a higher, looser position. They would still hinder extensive movement, but would not fit quite so tightly. "That's *better*," Starscream said sullenly. Now that he was partially repaired, almost comfortable, and not in immediate mortal danger, his old insolence was becoming apparent again.

Soundwave regarded him dispassionately for a long moment. "You are a truly revolting piece of garbage," he said. Starscream's optic sensor brightened in surprise, for Soundwave only rarely stooped to insults. "Why couldn't you have left Megatron his happiness, just this once?"

Starscream stared at him speechlessly. Soundwave turned away, reached for light switch by the door.

"What do I care about Megatron's happiness?" Starscream called after him, but his voice faltered -- whether from a twinge of genuine regret, or from the realization that he was at Soundwave's mercy as long as he was under repair, Soundwave could not tell.

The End