Author's notes: Thanks to all of you who have followed this story. Please review and let me know how you liked it. A big hug to KayDee Blu, who beta read this.

DISCLAIMER: I forgot to mention in the previous chapters that I own Transformers only in my dreams. In the real life, they belong to Hasbro, Takara and others. This was written for entertainment purposes only, and no profit was made.

Chapter 3

The night was full of silence and a mile beneath the surface of the Earth that silence was even more intense. But for Soundwave's powerful aural capacity, that night was full of sounds. The constant buzz of the lamps, the distant noise of the energy generators of the Autobot base, and, above everything, the creak of his own damaged inner circuitry devoured by the acid, all created a very peculiar symphony of suffering.

As one of the few Cybertronians capable of arranging vast amounts of data at the same time without losing focus, Soundwave's organized and powerful mind classified every physical and mental sensation, putting them in different zones of his CPU.

The experience of the physical and psychological torture of the day would have been a traumatic memory for anyone, but for Soundwave, it was no more than a passing ache, an unavoidable setback. Having performed a very careful scan on his body, the Decepticon Communications Officer discovered all life threatening emergencies had been repaired fully by the Autobot medic and that his most prized possession, his mind, was undamaged.

A very light and almost soundless buzz on the roof caught his attention. Of course, he never expected to be left alone during the night. He knew perfectly what was behind those small lights, what was perfectly hidden among the greenish shine of the fluorescent lamps. Hidden cameras were very common at Headquarters, especially in the zones meant to contain war prisoners. There were many back at the Decepticon base. He had installed them himself.

Minutes passed, and then hours. Soundwave's internal chronometer revealed that soon the fourth hour after midnight earth time would arrive. At that time, Skywarp would have to be in his duty shift in the Command Center of the Nemesis, and Soundwave's Cassettes would be spending the night in some weird terrestrial environment (except for Buzzsaw, who always had some sort of uneasiness toward human architecture).

Time went by, minute after minute. Soundwave performed a complete scan of the progress of his self repair circuits. The Decepticon felt satisfied. The only thing worrying him remotely was his lack of energy, which was reaching a very low level.

Once again, his attention was caught by the surveillance cameras that had suddenly stopped functioning. His suspicious were not let down. He could hear footsteps walking toward his location. Heavy and fast. The altered emotions of one of the two mechanoids that were approaching were perfectly clear to the telepathic ability of the Decepticon.

The door hissed open as Sunstreaker and Sideswipe walked in.

"Is he in recharge mode?" whispered Sideswipe, closing the door behind him.

"I doubt it," replied Sunstreaker, getting closer to the prisoner.

"Wow! You certainly did a number on him, Sunny! Look at all those holes in his armor…"

Sunstreaker stood face to face with Soundwave. "You thought it was over, didn't you, Soundie? This time Ratchet or anyone for that matter will come to save you, so either you give me those codes or things will get really nasty for you!"

As expected, Soundwave didn't reply, but the yellow Lamborghini thought he caught barely a perceptible shiver coming from the chest of the prisoner. But before he could react, Sideswipe fell to his knees beside him.

"Sides! What's happening?"

"My head! I can't stand it!" cried Sideswipe, holding his head with his hands.

Sunstreaker glared furiously at Soundwave.

"It's you, isn't it? What the slag are you doing to him?" he yelled.

Soundwave didn't give any signal of listening to the Autobot. A new groan coming from his twin made Sunstreaker clench his fists.

"Enough! Whatever the slag you are doing, stop it right now!" he cried, punching Soundwave's face.

The mild shiver on the Decepticon's chest stopped as Sideswipe let his hands fall, resting them on the floor.

"Oh, man… that was painful…" he muttered.

Sunstreaker helped him to get on his feet.

"This Con is dangerous, Sides. He was trying to get into your mind. I've heard he's capable of doing that."

"We should talk to Ironhide about this…" muttered Sideswipe.

"There's no time! Optimus will get back in a few hours and the whole plan will be a complete failure! I can't afford to let that happen. Just hold him tight. I'll take care of the rest."

"Are you sure? I mean, you saw what he just did to me!"

"Sides, the guy barely has energy. I doubt he's able to stand up by himself. Just do as I say and we'll have those codes in a matter of minutes."

Sideswipe shrugged his shoulders and placed himself beside the prisoner. Sunstreaker walked toward the console, activating a sequence of buttons. The chains that kept Soundwave pinned to the wall loosened. Faster than lightning, Sideswipe pushed the Decepticon and placed himself behind, holding him by the arms. Too weak to even think of fighting back, Soundwave didn't resist at all.

Sunstreaker approached them, opening and closing his fists.

"OK, Decepticon junk. You're going to give me those codes or I will solve this the old fashion way."

The chest of the Communications Officer shivered again and Sideswipe staggered.

"Aaaarghh!! He's doing it again!" he cried.

Quickly, Sunstreaker roughly grabbed Soundwave's chin.

"Stop that! Stop it or you will regret it!" the Autobot barked, feeling his rage reaching unknown levels.

But it didn't stop this time. Sideswipe continued groaning, but he didn't let go of his grip over the prisoner.

Sunstreaker's powerful fist crashed brutally against Soundwave's cheek, but the strange attack coming from the Decepticon's chest continued. The yellow Lamborghini continued hitting the prisoner to the point where his own fists were starting to hurt. Finally, Sideswipe could feel the weight of the Decepticon resting entirely on his arms and the vibration stopped.

"Sides! Are you OK?" Sunstreaker asked his twin.

"I… guess… but my CPU is on fire, I tell you!"

Sunstreaker pointed a finger at Soundwave's optic visor.

"You're going to pay for this, Decepticon! Hold him tight, Sides! Don't release him under any circumstance!"

Sideswipe tight his grip on Soundwave's arms, but it was a pointless precaution. The red Lamborghini could feel the perfectly weakened state of his prisoner. He had to make an effort to keep him on his feet.

Sunstreaker got closer to the Communications Officer, their faces only inches apart.

"Do you know what I hate about you, Soundwave? Your silence. Your slagging silence! And your absolute lack of feelings… Slag! It's such an irony that precisely you're a Communications Officer when you barely speak!"

A subtle shine in Soundwave's optic visor indicated to Sunstreaker the prisoner was anything but emotionless, despite the effects of the torture and the recent beating.

The yellow Lamborghini glanced furiously at that visor, that damn visor that was watching him like he was just another object in the room. There was something very disturbing there, something that was bothering him more than the Decepticon's silence, something that infuriated him…

Sunstreaker's mouth twisted into a bizarre smile.

"Hey, Sides. Have you ever wondered what's behind his face plate?"

"Hmm… now that you mention it, Sunny, yeah."

Sunstreaker lifted his right arm. His hand withdrew and disappeared inside his wrist and a sharp drill emerged in its place.

"If you don't want to talk, freak, I'll extract the information right from your CPU," said the yellow Lamborghini, bringing the drill dangerously close to Soundwave's head.

"What about his chest, Sunny? Blaster said once that the most sensitive part of a Cassette Holder is the compartment under his chest," spat Sideswipe, still with a very unpleasant sensation in his CPU.

"You're so right, Sides," his twin darkly replied. Sunstreaker's optics could only watch the Decepticon in front of him, and for a moment he forgot everything related with the codes and with the initial plan. He even forgot about his twin's presence.

The drill begun to rotate, emitting a bizarre shine under the green light of the lamps. But the thing that bothered Soundwave wasn't the shine, or the sharp edge of the drill coming toward him. It was that sound, that annoying and continuous sound that pierced his audios even before the drill began to penetrate his chest compartment.

Sideswipe wasn't mistaken. The cavity under Soundwave's chest compartment was the Communicator's weakest point and as soon as the tool started to penetrate, the Decepticon felt an unbearable pain, even worst than the burns caused by the acid.

But Soundwave held it in. His mind was extremely busy to be distracted with such meaningless things like pain. He could feel clearly the hate of the yellow Autobot toward him, as well as his twin's apprehension and fear. There were no reasoning for those feelings, no place for logic.

After some minutes of brutal work from the drill, Soundwave's chest compartment opened and his inner circuitry was exposed.

Sunstreaker look amazed at the complex system, so different from any other mechanoid. That was not a normal Communicator, that was for sure.

But Sunstreaker's amazement lasted only some seconds. With an immense hate burning inside of him, the yellow Autobot introduced his voracious hand inside Soundwave's chest and started his destructive labor. Circuits and wires tangled between his fingers as he started destroying them one by one.

A terrible cry of pain threatened Soundwave's vocals, but once again he didn't let it out. He suppressed it, pushing it back to the darkest side of his mind, and left it there to die.

Sunstreaker smiled at the sight of the carnage in front of him. He was about to say something but, suddenly, something coming from inside Soundwave penetrated through his hand. It wasn't something physical. It wasn't any of the Decepticon's shattered circuits, neither an inner explosion, neither an electric shock… it was something that was nameless, some kind of strange energy that he had never felt before.

Suddenly, Sunstreaker's body began to go numb as he felt it travel through his hand to the rest of his structure. It wasn't painful or unpleasant. It was warm, and slow.

He quickly withdrew his hand from Soundwave's chest and stepped back. He looked at Sideswipe, who released the prisoner and fell to his knees, putting his hands on his head again.

Soundwave fell too, his face hitting the floor. Slowly, the Decepticon put his hands on the floor and got to his knees.

And then it happened. Soundwave's back began to tremble and something, a sound that no other sentient being had ever heard before, came out from the vocalizer of the blue robot.

Sunstreaker and Sideswipe looked at each other petrified. Was the Decepticon Communications Officer losing his control? Was that, finally, the long repressed cry of pain?

But that hesitation moment lasted only seconds. Sunstreaker could feel his lubricant freezing inside him when he realized what was happening. That horrible, chilling sound, was a laugh.

Soundwave was laughing.

"B-b-but what… how…?" babbled Sideswipe, still on the floor, retreating until his back hit the metallic wall.

With amazing speed for his weakened condition, Soundwave lifted his head and looked deeply at Sunstreaker. The strange sensation came back to the Autobot, this time brutally. Suddenly, the yellow Lamborghini lost all control over his body. He tried to shout but his vocals were paralyzed. His thoughts were being filled with fog and suddenly he wasn't himself, he wasn't Sunstreaker anymore.

He was Soundwave. He could feel the Decepticon's thoughts so clear inside his mind. He saw Soundwave choosing him, Sunstreaker, between all the Autobots, to use him, to manipulate him like a puppet. The telepath had taken advantage of the rude and egocentric personality of the Autobot to use it for his purposes.

The torture had only been one step more, only the easiest way to gain the time the Decepticon needed to execute his plan. Yes, all this time, it had been Soundwaves plan.

Sunstreaker couldn't move, couldn't feel a thing. From a very distant place, he could hear Sideswipe's voice calling his name. But the yellow Autobot couldn't reply, he didn't even try. Everything inside of him was Soundwave and his powerful mind controlling him like a toy. And just before he lost the last scent of his own personality, Sunstreaker could see the methodic and careful work the Decepticon Communications Officer had done.

Ever since the first moment he had been introduced to the Autobot Headquarters, Soundwave had begun a slow and meticulous hacking process over Teletran I. One by one, each security system had been jammed and an immense amount of information had been extracted and carefully recorded inside Soundwave's CPU, especially all the data the Autobots had concerning the nuclear stations of the humans. With that information, the Decepticons could complete their hacking process over the human's computerized systems that controlled the nuclear power of eighty per cent of the nations that possessed that kind of weaponry.

By allowing his capture, Soundwave got a privileged position into the heart of the Autobot Headquarters. All those moments Soundwave had seemed to be in a state of cold indifference, even being voraciously tortured, he had been decoding every security password in the base until he finally reached Teletran I. The plan had been successful.

His plan.

Sunstreaker was completely paralyzed, not only because of the telepathic control of the Decepticon but because of the coldness he had showed to execute his plan. He didn't care about the pain; his priority had always been to fulfill his duty.

Two seconds before Sunstreaker's mind shut off, he remembered that monotonic laugh as he felt the terror taking over the few parts of his brain that he could still control. After that, everything got dark.

"Sunny, Sunny!!" cried Sideswipe, unable to move.

Sunstreaker's answer was to shoot a laser beam that crossed over his twin's chest. Sideswipe fell heavily to the floor, his optics shut down.

Sunstreaker's face was emotionless, his optics empty. As soon as his twin's body hit the floor, the yellow Lamborghini extended his hand.

With more effort than he had calculated, Soundwave transformed into his alt mode and landed on the Autobot's palm.

Immediately, Sunstreaker started to walk toward the door. He reached the Ark's exit and got out. He and Sideswipe were the only Autobots on night duty that night, so he wasn't interrupted.

A dark highway was suddenly illuminated by the shine of two lights that were approaching at high speed. A sudden moon light coming from the sky lightened the figure of a yellow Lamborghini driving at 180 miles per hour toward a dangerous curve ahead.

Right in the middle of that curve, one of the doors of the car opened and the reduced figure of Soundwave, still transformed in his alt mode, was expelled from the vehicle, seconds before the Autobot crashed against a natural stone wall at the bottom of a mountain.

Fire and smoke rose through the night as Soundwave transformed back to his standard mode and rested a knee on the grass.

The damage on his body was too severe to be ignored this time. Besides, the telepathic energy he had used to control Sunstreaker's mind and the sound attack he generated to subdue Sideswipe had decreased his energy reserves considerably, that were at a dangerously low level.

However, his weakness didn't stop him from feeling the two friendly presences that suddenly appeared. Some seconds after, a warm touch on his leg and another one, much stronger, on his arm, confirmed him that his exposition to pain had reached an end.

"State your condition, Soundwave," Megatron said, his voice harsh, although the hidden tone of concern could be read clearly by the Communicator's mind.

"Functional…" he managed to speak.

"We were close to attacking the Autobot´s base! Just one more minute…" said Rumble, embracing his arms and legs around his master's calf.

"Information… obtained… mission… successful…" continued Soundwave, his monotonic voice shaken by spasms.

"Enough talking, Soundwave!" Megatron ordered. "You need urgent medical attention."

Megatron's voice was rough as he picked up Soundwave from the ground with extreme care, resting his lieutenant's arm on his shoulder.

"That slagging Autobot scum will need a medic too, in case there's something left of him!" Rumble spat, still attached to Soundwave's leg, looking evilly at the curtain of fire and smoke that was Sunstreaker.

A black shadow descended under the moon light as Astrotrain, in his ship mode, landed in front of the three Decepticons. Very carefully, Megatron carried Soundwave into the Triplechanger and laid him on a recharge berth specially prepared. Rumble placed himself beside his master, holding one of his fingers.

"Your plan was a complete success, Soundwave, but if I would've known you were going to return in this condition, I would've never authorized it," Megatron complained as he connected one of Soundwave's arms to an energon dispenser. The Decepticon Commander felt his anger raising as he appraised the amount of holes, burns, and dents on his lieutenant's body.

"Those damn Autofools will regret this! We will make them pay!!" yelled Rumble, clinching his little fists.

Soundwave's crimson visor blinked and he let his body relax. He felt Astrotrain blasting off and soon the familiar sensation of flying took over.

"Data obtained… one hundred percent, Megatron. Conditions ready… for phase 2…" he spoke again, analyzing from inside the immense amount of digits and codes he had extracted from Teletran I.

"Soundwave…" Megatron interrupted.

Soundwave glanced at his leader, waiting for further instructions about the incoming phase 2.

"You will rest. Once the Constructicons repair you, you will recharge for at least two complete cycles. That is an order."

Soundwave smiled, a vague smile that didn't need a mouth or superfluous expressions of joy. For the first time in millions of years, the idea of recharge and rest was welcomed.