A/N: Author's Note (update):

I started this story when I was very young. When I abandoned this a couple of years ago, I didn't intend to return. After War for Cybertron came out on Netflix, I was inspired to revisit Prime.

I will be editing my entire story for a second time before writing new chapters. There will be lots of rewrites so stay tuned! For the most part, the plot will stay the same and there will be many similarities to the original.

P.S. I have decided to keep the noun "Gladiator" capitalized because I thought it was funny I did that years ago.

Cybertronian Terms (Underlined= Interchangeable)

Frame: Body

Chassis: Chest

Glossa: Tongue

Optic ridge/Ridge: Brow/Eyebrow

Servos: Hands

Pede/s: Foot/Feet

Audios: Ear

Optic: Eye

Denta: Teeth

TIME

Nano-klik: Second

Klik: Minute

Joor: Hour

Cycle: Day

Orn: 13 days

Orbital Cycle: Month

Vorn: Year

Chapter 1

Soundwave didn't pay attention to newcomers.

It was simple; they either perished on their first orn or made it lucky to stay mixed within the lower ranks. It was nothing Soundwave concerned himself over. As a high-ranker, the only time he ever interacted with them was in battle.

However, recently other fighters had become bolder since his battle with Megatronus.

Soundwave had resided in the Gladitorial Pits for only a few vorns. In his short time as a fighter, he had never been given an official ranking; the rate of his progression surpassed the need for labels.

Until his fight with Megatronus, he hadn't ever lost a match.

Since then, most bots ranked Soundwave as "second high-ranking."

Megatronus had beaten him by little, but it was enough to let Soundwave know he'd met his match.

Though, that wasn't what bothered him the most; during the fight, Megatronus had audaciously deemed him an equal, considering him "a worthy opponent."

Any bot would have been honored to be on Megatronus' good side.

Words, however, meant nothing to Soundwave.

There weren't many mechs one could trust, and a part of him believed it had only been an act. No one had ever gotten close to defeating Megatronus before him. He suspected that the large bot was well aware of the fact.

Soundwave wasn't one to lower his guard too easily. Betrayal was a common occurrence. For now, he would remain neutral around the other Gladiator.

Though he wanted to keep to himself, his new status meant there would be more optics on him.

In his time residing in the Pits, he knew that talk circulated fast. There were plenty of rumors about him already.

The mechs were always eager to gather information and fabricate their own conclusions.

Anything that happened publicly in the Pits was common knowledge.

He thought about the most recent event.

It happened yesterday, and many were still talking about it.

He had been out in the stands watching two mechs clean the arena. The area had been emptied; not many Cybertronians stayed in the after-glow of the fight.

Soundwave had settled for watching the working-class mechs clean up residue from the arena. If he stayed long enough, he would be able to steal any discarded weapons left from the fight.

The mechs were almost finished, and it would only be a matter of time.

Suddenly, coming from afar, he heard frantic pedesteps.

The hard clanking and shuttering of floorboards became louder than the mechs' chatter. The steps reverberated across the whole arena, capturing the attention of the mechs cleaning it. Eventually, there was a loud thud.

The disruption was loud enough to compel him to get a better view.

A dark-colored frame had appeared in the arena, seeming to fall from the upper stands. The femme stumbled and landed on all four.

Despite being scratched, her armor was shiny and recently buffed. Her protoform was heavily exposed, and she lacked proper armor. The femme's optics were also green, leading Soundwave to believe that this was a high-caste bot.

Not many high-castes chose Kaon as a permanent place of residence. They weren't usually seen in these parts of Kaon, and if they were, they were usually seen as escorts.

The dark-painted femme in front of him was completely alone. No one seemed to come for her as she crouched on the arena grounds. She kept her helm low. The mechs stopped what they were doing and stared at her, curiosity in their optics.

When the femme finally raised her helm, she jolted up to her pedes.

She glanced at both mechs, quickly backing up.

Soundwave noticed that she didn't immediately call for help.

"What's a high-caste doing in these Pits?" one of the mechs asked tauntingly, walking towards her. The femme continued to recoil.

"I don't know, but Primus has heard our prayers," the other mech chuckled, "How much do you think we can get for her?"

Soundwave watched intently.

He was a strong believer that Cybertronians should be able to defend themselves or perish. He especially wasn't going to aid a femme who likely sat comfortably in a higher caste. This would likely be her end.

Soundwave began to lose interest. As soon as he had made a move to leave, there was a loud metallic noise.

He snapped his helm back and was less than surprised to see the femme with a weapon in her servos. No doubt it was from the Gladiator that had been terminated.

"S-stay back!" commanded the femme. The two mechs laughed at her empty threat. The quivering femme held up the broken sword. It shook in her servos.

Soundwave had watched the events unfold, but his mind had already made itself up; he would not help the femme.

"Put down the sword before you hurt yourself, femme," the mech laughed.

Her fear quickly morphed into indignation. She gulped and hovered it in the mech's direction. He laughed again and extended his arms.

"Go ahead. Strike us," the mech stepped forward, "I dare you."

Soundwave watched with a newfound interest.

The femme's startled expression slowly changed. Her grip visibly tightened on the sword, and her pedes stepped closer.

With a fierce cry, the femme brought the sword down.

It clashed with one of the mech's legs, digging into the metal. The mech cried out as he fell to the arena floors. Improper sword usage caused the femme's servos to bleed as she gripped the weapon.

The other mech growled as he watched his comrade wither in pain. He roared at the femme, knocking the sword out of her servos. With a curled fist, he struck at her, causing her to fall.

She groaned.

She angrily looked up at the mech. It quickly turned into fear when the mech grabbed her neck and pulled her up.

Her servos clawed at the mech's fist in an attempt to break free.

"Now, now, femme. If you beg for forgiveness, I'll let you walk away with at least one of your servos." the mech wryly snarled. The femme choked out a simple response.

"Rust in hell," she hoarsely cursed.

The mech's expression became furious. Before he could tighten his grip on her, her servos stuck out on him. Through uncoordinated movements, the femme's sharp fingers dug into the mech's face. Soundwave noticed she was sporting claws.

The mech yelled out and stumbled back, clutching his helm. He dropped the femme. The commotion was enough to capture the attention of all nearby mechs.

As bots approached the scene, Soundwave was also drawn closer.

He noticed one of the Owners quickly entering the arena.

"What's going on here?"

He stepped forward, appearing furious. He glared at the mech on the floor and then at the other bot attempting to compose himself.

The femme looked at him with a mixture of anxiety and anger in her optics.

"I-It was that femme! She came outta nowhere and started pickin' a fight!" one of the mechs lied. The Owner looked over at her. She slowly inched away from all of the mech's stares. The Owner directed his attention to the energon on her claws.

He roughly grabbed onto the femme's arm, pulling her to look straight into his optics. She yelped as terror overcame her green optics.

Soundwave watched as she held the Owner's gaze.

No Gladiator spoke. They all waited in anticipation. Depending on the Owner's mood, things could go bad for the femme.

Tension ran throughout the arena grounds.

The femme held herself in a way that made it look like she was trying not to shake. The Owner's optics began to drift all over her frame. She stiffened under the leering gaze.

"You did this?" the Owner asked, tightening his grip on the femme's arm. The dark-colored femme nervously nodded, her movements becoming frantic with every word spouted at her. "You come on to my arena and damage my property?"

The femme didn't respond. She averted her gaze elsewhere. The Owner didn't seem at all satisfied with this.

"Look at me," he demanded coldly.

She hesitantly turned, making him pull her closer.

He frowned, "Pathetic."

When the Owner broke optic contact with her, he turned around to the Gladiators. Keeping his grip. she stumbled as he brought her to face the other bots.

"What caste are you from? I bet they would pay a good penny for your ransom," the Owner grinned.

He began to grow disinterested in the scene.

If the femme's fate was to end up in a bargain, then there was nothing left to spectate.

Suddenly, with a new burst of strength, the femme jolted away from the Owner's grip.

She looked around in panic. The femme proceeded to back up, only to be stopped by Gladiators coming from behind. She gasped and looked back at the Owner.

Soundwave knew that look— one filled with a desperate sense of self-preservation.

She fisted her servos. "I-I won't go back!"

The Owner gave a cruel laugh. "Welcome to Kaon's Pits, sweetspark!" he grinned, "Here, you're under my control here!"

She began to tremble.

"Aw, don't cry on me now, little femme."

His comment caused other mechs to laugh.

The femme looked around, snapping out of her momentary fear. Quickly, she pulled her arm away from the Owner.

"Then, I'd rather rot here," she proclaimed, "I'd rather work as a Gladiator and die here than be returned to my caste."

She looked at her energon-stained claws and gave a forceful flick. A splash of blue fluids landed on the ground beside the Owner's pede. The femme glared at him.

It was clear to Soundwave that beneath all that fear lay an inkling of pride.

The Owner smirked, giving a knowing stare. Her confidence immediately died down. She shrunk back, running into the chassis of other mechs. The Owner's optics brightened.

"Interesting suggestion you made there," he smirked, "Maybe you can be of better use." He dug his servos into her arm again.

The femme struggled but quickly stopped when she saw his glare.

"Starting today, you are a property of the Kaon Gladiator Pits, femme. Your training begins tomorrow. You have one orn until your first fight." He stopped for a moment and turned to the mechs. "Unless she fails, nobot is to harm my property unless inside the arena."

The femme stared at the Owner in disbelief. "W-what...? I-I wasn't-" she closed her mouth.

"What? You weren't serious? Well, that's a shame because I've already made up my mind. You will work your way up the Gladiatorial ranks like the others, and if you are to fail... well, my mechs here will gladly take what is left of you," he leered.

Soundwave stared for a few kliks longer before making a move to leave. The Owner, however, was quick to notice him. The lack of other high-rankers in the area singled him out.

"Soundwave, take the femme to the medic and register her in the system," he commanded, "RocketShield, dispose of the two useless cleaners. The rest of you, back to training!"

The mechs began dispersing while grumbling among themselves. He already suspected word would spread.

Soundwave optics narrowed from behind his visor, indifferent about the situation.

The femme noticed all of the other mechs leave but him. She seemed to understand that he was Soundwave.

Without a word, the mech began walking, glancing back to see if the femme was following. She tentatively walked behind him.

They continued wordlessly, but her trembling did not go unnoticed.

As they neared the medic, Soundwave couldn't help but wonder how he became involved in this.

He realized that if he'd simply left earlier, he wouldn't have had to carry out the Owner's bidding. Instead, he'd come to witness the newest Gladiator's inauguration.

A femme Gladiator.

There had been others before. However, during a low financial point, the Owner sold them to fight in other Gladiator arenas. Since then, newcomer femmes avoided auditioning here.

Residing in this Pit would not be easy for this new femme.

Walking faster, he tried not to dwell on it more. Once he was done leading her, she would no longer be his problem. He hoped to never interact like this again.

He stopped in front of the medic's quarters, and soon after, he felt the femme bump into him.

Soundwave reflexively turned around and watched the femme fall to the floor. She hesitantly raised her green optics, and he in turn stared down at her.

Soundwave waited to see what she would do.

The dark-armored femme stood at his mercy. Her green optics stared fearfully up at him. She sat on the floor, her slender legs moving together and stiffening. Her chassis rose and fell as she grew anxious.

It was difficult to fathom her as a warrior among their faction. She was nothing more than an indulgent high caste. The only aspect that made them alike was the survival instinct embedded in their coding. Even then, he was surprised she had remained alive up to this point.

If he truly wanted to, he could end her life in that very klik. All it would take was one slice.

He gripped his servos.

Quickly, he turned away to look at the medic's door.

The femme scrambled up, a blue blush staining her faceplates. Indignant, she looked away.

"S-sorry," she muttered. Soundwave didn't reply. He kept his helm turned towards the medic's room. The femme followed as he walked in. They were met by an old mech.

"Soundwave, what can I do for you?" the medic asked.

He pointed at the femme. She seemed to take the hint and hesitantly moved closer to the medic.

"Ah yes, one of the Owners just contacted me about her. Though, he didn't mention you were bringing her," the medic replied.

Soundwave stood silent.

The medic motioned for the femme to come closer.

"Come on, I don't have all cycle," he ushered.

She cautiously stepped towards the metal berth.

The medic patted it, and she climbed onto it. Her claws gripped the edges.

The medic scanned the femme.

"Sheesh, your internal system's top-notch. I know a guy that would pay a pretty penny for parts like these."

She tensed up.

"So, how's a femme like you get caught in the Pits?" the medic asked casually.

Her optics hesitantly turned to him. She took a moment before answering.

The medic raised an optic ridge to encourage her, "Hey, I'm taking the time to heal you for free. Might as well pay me in conversation."

"I was... running," she sighed.

"From who?" he questioned shamelessly. No doubt the rumors would spread soon. Soundwave carefully listened to the femme's response.

"Bounty hunters," she replied.

"You know who sent them?"

"My caste." The medic began wiping the energon from her claws to check for wounds on her servos.

He raised an optic ridge. "Why would they be trying to do that? No offense, but you look as harmless as a retro-rat." He began reassembling loose neck cables.

The femme's optics narrowed, "It's not always about strength. Anyway, there's no need for you to know anything else."

"Don't get snappy with me. Need I remind you who's fixing you up."

She winced as he put pressure on her servos.

"Well, I sure hope whatever you did to piss them off was worth it," the old bot chuckled, "Because you're never going to live in luxury ever again."

The femme didn't say anything else. The medic didn't push further as he continued his work.

She looked up at Soundwave. When she realized he was already staring at her, she nervously looked down at her pedes.

"Refuel with whatever energon they give to you. Nothing major, but I suggest you recharge well before training," the medic prescribed.

The femme nodded. Soundwave looked straight at her and motioned her to follow.

"Soundwave!" the old mech called.

He stopped and turned his helm. The medic smirked and tossed him a red-colored cylinder.

"Thought you'd like to do the honors."

Catching the syringe, he ignored the medic's comment and exited. The femme gave the doctor a few last glances. She stumbled before rushing to catch up to him.

They walked continued walking.

"S-Soundwave..?" she asked. He remained silent.

"Where a-are we going?"

Soundwave didn't reply.

The femme began walking faster so she stood next to him. As she opened her mouth, he snapped his helm at her.

Soundwave stared intently, his stance conveying impatience.

She closed her mouth and slowed down to stay behind him. He could sense fear from her.

Good.

After a few kliks, they reached the registering areas. He was quick to start typing in her information.

When finished, he turned her.

She stared at him in confusion.

He stepped back and pointed to the inscribers. The femme's green optics widened in realization.

She took his place and began reading the screen. After a klik or two, she added her information into the system.

The only reason they bothered with the formality of registering was so the Owners could advertise fights and customers could bet on specific fighters.

His visor tilted from afar to watch what she typed.

It wasn't much, and he couldn't make out her place of origin. The only piece of information he caught was her designation.

Darkstrike.

After more typing, she finished typing, and an electronic card popped up. It was her room number and pin.

As she studied her registration card, one of Soundwave's tendrils slithered towards her, the red cylinder from earlier in his grasp.

Just as the femme turned around, he roughly stabbed the needle into an exposed neck cable.

She shrieked out in pain and fell to the ground. Soundwave stood emotionless at the femme's display.

It was best to get it over with.

Though, that insolent medic should've been the one to do this, not him.

Once the red cylinder was empty, Soundwave discarded it. He retracted his tendril.

He observed the femme's closed optics. She blinked a few times before successfully opening them all the way.

Darkstrike looked up, allowing him to get a clear view. Her orbs were no longer the same green hue as before.

A recent law made it mandatory for Kaon's working caste to have red optics. There were only a few exceptions, to those who'd been around the longest.

Given how common it was for mechs to deviate from other factions, Soundwave had seen many bright-colored optics reduced to a deep red.

"W-what was that..?" she asked. The femme looked at her servos and arms, testing if they were functional. Soundwave didn't reply.

He looked into her optics and studied her. The femme's emotions were laid out like an open datapad. He could see both fear and indignity.

Clearly, until recently she'd never had to fight to survive. That would change soon.

Innocence only served to be terminated in the Pits.

She gasped.

"My optics...! They're—they're red!" she exclaimed.

He was likely she finally saw her reflection on his visor.

Her whole body appeared stiff.

Without waiting for her to recover, he guided the femme to her chambers.

When she had entered her new room, Soundwave had caught her optics on him, as if studying him.

Now in the present, he berated himself for letting his thoughts drift to their interaction.

He would leave her to her own miseries. It was yet to be decided if Darkstrike was a waste of a Cybertronian. She was in the Pits now, playing by the rules of a lower caste. Her golden shield of wealth had been broken.

Newcomers usually didn't matter to him. Many of them failed in their first fight; the same could happen with the femme.

If she managed to last through her first battle, Soundwave wouldn't underestimate her again. Although, it was unwise to think that any high caste would be capable of much.

So, he would observe.

Soundwave would see if she survived her first match.