A/N: It's amazing where inspiration takes you and where you can take it from. When I was a little girl I watched the cartoons "An American Tail" and "Fievel goes West" perhaps a thousand times growing up. There's one particular scene from the latter that I decided to place in the TF universe that touches my heart every time. SO enjoy this short one shot inspired by a childhood favorite.


Set during the G1 episode "Megatron's Master Plan" OR All Hail Megatron if you prefer…

The hiss and crackle of power could be heard in all corners of the power plant. Thrumming buzzes and hums of the electricity coursing through the conduits sounded like music to Soundwave. He watched the human workers bustle about like ants trying to fulfill the wishes of their new metal masters and keep the energy production at optimal efficiency. Efficiency is what Soundwave wanted and if he didn't get it from the humans a laser shot over their heads sent a clear enough message.

Megatron had appointed Soundwave the sole task master of this major power plant, overseeing the energy outputs and making sure the humans kept on task. It wasn't too difficult. The humans were petrified of being terminated and they knew he had no problem ending their existence. Megatron would routinely make his rounds to ensure the Energon production was proceeding as he planned. This was even more pressing for Soundwave. Though he never expressed pride outwardly he did feel it when it came to his work and expertise. He didn't want his leader to lose faith in his abilities so he had to make sure everything was perfect. And if that meant ending a few miserable humans in the process then so be it.

Soundwave's head turned very slowly, keeping his optics on all who worked. Slacking would not be tolerated, as was excessive chatter. And Soundwave could hear it all, from a human falling to his knees, a bolt clattering to the floor, or a voice of dissent whispering in a dark corner, nothing passed beneath the communication specialist's broad spectrum of hearing. Somehow the humans had figured out his abilities, or at least had a general idea of them, and as such had become too afraid to make much sound.

That is until he heard the voice.

Soundwave's head perked slowly and turned in a slow sweep as a ethereal female voice tickled his audios. It wasn't talking or whispering, but a song floating on the air. Being the acoustician he was Soundwave was immediately interested in the sound. What was amazing was the singing was quite pleasant to his audios: even tempo, good range, and in tune. Typically he was never very impressed with human vocalizations but this one was most noteworthy. Other Decepticons might've heard it as mere noise but to Soundwave it was alluring and provoking his curiosity.

But where was it coming from?

He attuned his audios to the sound and began to pinpoint its source. The huge mech moved through the wide rows of generators causing the human slaves to immediately make way for him. He paid them little mind, only focusing on the song coming from somewhere in the plant. The singing was very quiet and to the normal ear probably wouldn't have broken through the monotonous sounds of the machines in the building. But Soundwave could hear it as if the female were singing into a microphone on an empty stage. The blue and white Decepticon carefully crept around another row of generators in search of the angelic voice.

She was close.

As he rounded a third row of generators he suddenly located the source of the singing. A woman with medium dark skin and short pixie-cut black hair was busy loading a cart with empty Energon cubes. She wore what appeared to be an athletic jumper suit and sneakers. All the while she was singing to herself. It seemed odd to Soundwave the human would be singing in such a hazardous environment. Perhaps the very act distracted her from her predicament? Whatever the case, her voice had lured him there like a moth to light.

The song she sang was unfamiliar to Soundwave but began recording it. She wasn't aware of his presence and he did not want her singing to cease so he stood in the shadows, watching and listening to the small singing siren whilst she worked.

Every crescendo, every note, and every beat she paused were all perfect. A rarity for an organic. The Decepticon watched her stack another empty cube as her voice reached the first climax of the melody. A barely noticeable shiver raced through the Master of Sound's Spark.

So…beautiful. How could organic vocal chords achieve such acoustic brilliance?

The woman sang and was about to reach the final crescendo and climax of the song. Soundwave's audios prepared themselves for it, like savoring the last morsel of a delicious meal.

"YOU!" Thrust barked roughly as he appeared from around a generator, "Shut your trap and keep working!"

The woman cringed noticeably and her voice was stolen from Soundwave's eager audios. Soundwave felt his visor burn with frustration. His recording was ruined because of that idiot Thrust who wouldn't know elegant sound if it slapped him across the faceplates.

Soundwave strode forward, his posture oddly showing a bit of his displeasure, "Thrust."

"Uh…yes Sir?" the Conehead asked with nervousness.

"Resume your duties elsewhere."

"Uh…yes Sir." the maroon flier marched away, not wanting to cross the third in command.

Soundwave waited for him to leave and then gave the female a cursory glance. She had resumed her work with diligence but had fallen silent upon being chastised. She hadn't bothered to make eye contact with either mech, probably fearing a worse punishment than a verbal reprimand. Soundwave waited patiently for her to continue but she didn't make a sound.

That would not do. He HAD to finish his recording.

When she turned to pick up another cube the Decepticon bent down and clamped a hand gently around her body. She cried out in terror, hands braced against his finger as he lifted her to his visor.

"NO! No! I'm sorry! I'll be quiet and work! I swear!" she pleaded, "Don't kill me! PLEASE!"

Without an explanation Soundwave retreated to an area away from the generators near a catwalk at his eye level. He curtly set the woman on the walkway and leaned against the ceiling/roof of the power plant office. The woman stood before him completely petrified. He cocked his head at her minutely and waited for her to resume singing. However, she didn't appear willing to do anything but tremble and beg for mercy.

"Sing." Soundwave commanded.

"Wh—what?" the woman squeaked.

"Resume singing." he commanded again.

The woman seemed stunned by the order, "You…you want me to sing?"

"Affirmative. Resume previous song now."

The woman's eyes darted from side to side as if trying to remember the song…ANY song to appease this metal giant who could smite her with a finger should he choose. Why should he want her to sing? It was true it was the one talent she possessed and she had been requested by many people to sing for them in her life, but never did she imagine one of these merciless, cold machines demanding her talent like a master commanding their trained canary to sing. As luck would have it she remembered the song but couldn't remember where she had stopped.

"I…I…I…don't remem-remember." she stammered.

"Resume song from beginning." Soundwave hummed with hidden impatience.

The woman desperately tried to remember the words to the song and at her hesitance the Decepticon added.

"Sing now. Your life depends on it."

Swallowing hard the woman closed her dark eyes and summoned her voice. She prayed her performance would be flawless. She took a tremulous breath and began.

Every night in my dreams
I see you. I feel you.
That is how I know you go on.

Far across the distance
And spaces between us
You have come to show you go on.

Near, far, wherever you are
I believe that the heart does go on
Once more you open the door
And you're here in my heart
And my heart will go on and on

Soundwave leaned against the office roof intently staring at the little human song bird as his audios were bathed in the lovely sound.

Love can touch us one time
And last for a lifetime
And never go till we're one

Love was when I loved you
One true time I hold to
In my life we'll always go on

Near, far, wherever you are
I believe that the heart does go on
Once more you open the door
And you're here in my heart
And my heart will go on and on

The blue and white Decepticon's audios were braced for the song's climax; the one that had been denied him moments before. The woman glanced up briefly during her beats of rest to see the silent mech's intent stare hadn't changed. He terrified her beyond words, but she drew a deep breath to finish the ballad with all her heart.

You're here, there's nothing I fear,
And I know that my heart will go on
We'll stay forever this way
You are safe in my heart
And my heart will go on and on

The young woman's breath shuddered and she timidly opened her eyes again. Her captive audience hadn't moved but the red lights of his shades had dimmed.

She swallowed hard, "That....that's it."

After a long silence the task master of the plant took her in his fist again and returned her to her station. When he put her down she was never so grateful to be alive.

But before he left he hummed in that droning monotone, "Tomorrow, you will sing another song for me."

Her eyes widened as he marched away. Another song? True enough her talent had saved her life, but this wasn't the sort of attention she'd hoped for.

A/N: Yeah…cheesy enough to spread on crackers but who doesn't like a good hunk of cheese now and again? The song is "My Heart Will Go On" by Celine Dion. Say what you want about Mrs. Dion, she has pipes and this song was always special to me because it's one of grandma's favorites.