Authors Note: I wrote this for a friend who requested a Soundwave and Moonracer fanfic oneshot. This is set in the G1/2 continuity, post the animated 'Transformers – The Movie', after the cartoon episode with the 'Hate Plague' where the Autobots and Decepticons got infected with a nasty plague that made them all try to kill each other a lot more than usual! Elita One and her band of femmes (including Moonracer) have now arrived on Earth. I don't normally write about Decepticons, but this is my exception. Please enjoy! Oh, and warnings for sticky sex in this one. I also gave this the quickest edit in history for spelling and other mistakes. Apologies if it is a bit shaky in that respect.

Midnight, outskirts of Autobot City, Earth...

The pale blue green of Moonracers light armor cast very little reflection of the moonlight. With every step she took, she strived to keep the grin on her delicate faceplates to a minimum. After all, it just wouldn't do to appear so, so happy, when the mech she was heading to met for her romantic rendezvous was a Decepticon.

The great Autobot Commander Optimus Prime would've been rolling over in his burial chamber and smacking himself in the head if he knew – which was possible because he had been resurrected – yet again. The mech had so many lives she expected to one day see Prime rubbing himself on some bots leg and miaowing like a cat.

Moonracer scoffed silently, picking her way through the dense forest. Why was it the concern of any other Autobot if she chose to have intimate relations with a mech of the opposite faction? That sombre phrase, opposite faction, sounded so much better than evil, nasty, deadly, merciless Decepticon. It did. It made her feel less heavy-sparked and guilty. She let her guilt, sadness, her betrayal of her allegiance, filter into the furthest, deepest recesses of her CPU. Her chosen stolen moments with her 'Con lover were short and few. No way was she going to let her pride at being an Autobot trip her up into not enjoying her time with the one mech that could set her spark on fire.

She snorted, brushing off some twigs and brushwood from her forearm. She wasn't a betrayer. An informant. A traitor. No way. Her mech told her nothing of the secrets or agendas of Galvatron or the other Decepticons. Just as no words left her mouth about the Autobots or what the royal trio; Optimus Prime, Rodimus Prime and Ultra Magnus; were currently up to or planning to get up to. Such things were not spoken of. Murmured words of intimacy, tenderness, lust, and yes, even love, were the only things that passed between them... and the odd joke at the expense of their respective Leaders. Galvatron was an aft-head who needed a missile shoved up his tailpipe and set alight, and Optimus, Rodimus and Magnus – the three wise old bots - would literally and gallantly kill themselves to help a little old ladybot cross the road safely.

That final thought coaxed a soft laugh from her vocaliser. The answering and deliberate crunch of leaves jerked her optics front and centre. The glint of chrome layered over dark blue armor appeared ahead of her in the darkness. She killed her night-vision. She didn't consider it anywhere near good enough to view her lover with. With her normal vision, only seductive flashes of him showed up in the shallow darkness. Each step took her closer to him. By digitally enhancing the view ahead, she could clearly see the broad planes and robust limbs of the male body standing at an angle to her, his hard mech shape highlighted by the moonlight. A tall body. A powerful physique held up by long mighty legs. Quiet and strong.

Moonracer stepped quietly up to him and halted her steps just behind his shoulder. He didn't move. Her slender hand reached up to the lower point of the rear of his right shoulder. His height compared to hers could be considered a difficulty, but she thought of it as just another part of his extraordinary allure. Her fingers traced the ridges and planes of his close-fitting back armor as his name emitted from her loftily parted mouthplates.


The third-in-command of the Decepticon forces didn't respond at first. She smiled to herself and slipped her fingers between the gaps of his metallic skin, caressing him softly. When he shivered she laughed openly and pressed her body firmly into his from behind.

"Miss me?" she asked, beginning to purr.

A tilt of the mechs head and the slant of his glowing optical visor so he could peer down at her over his shoulder told her much. "Yes."

"Ah." The femme snuggled into his armor and threaded her right arm around his waist and up to the middle portion of his chest. Her fingers danced on his broad chest. "As much as I did you?"


"Really? That much? Mmm," Moonracer nuzzled into his back. "Saying that might just get you a special...", her left hand lowered itself to rest boldly on his bulging groin armor, "...reward."

They were a strange pair, and not just because they were practically a different species being a 'Con and Autobot. Moonracer was a light-sparked, free-wheeling, friendly femme. She was the best sharpshooter of all the femmes – yes, even better than her Commander, Elita One – and the equal of any Autobot mech shooter. Vibrant and fond of a laugh, she attracted the attentions of any mech she crossed paths with. Soundwave was everything she was not. Considered as close to being an emotionless drone as a bot could get without actually being one, the Decepticon telepath and communications specialist was as stiff and quiet as a steel support pillar. A very attractive, and very male pillar (especially where it counted – between his legs – and in his ability to wrench cries of pure ecstasy from her in a passionate conquest), but a pillar nonetheless.

Moonracer considered it to her advantage that no one else had seen in Soundwave what she saw. If the others saw the strength, understanding, incredible gentleness, and sheer skill he put into his thoughts and movements when it came to loving her, she would lose him to some other on-the-hunt-for-a-mate femme before she could think twice. The attractiveness of a mech was only half of the arsenal needed to catch a femme. A mech had to have sincerity and ability to back it up. Both qualities that Soundwave had in abundance.

She squeaked and broke into loud laughter when Soundwave turned within her embrace and picked her up in front of him and held her up against his hard chest. Her laughter died into a long moan when he retracted the mask that covered half of his face and took possession of her mouth gently with his own. Those wide firm lips got such sounds of pleasure from her that normal mechs would have been running for a dictionary or thesaurus program to work them out.

Soundwave pulled back, his mouthplates glistening where his lips had touched hers. "Mine."

Moonracer grinned delightedly. "Oh yes. Yours. Always yours." Her hands settled on either side of his neck, skimming his broad shoulders. She leaned forwards and nudged his noseplates with her own. "I've been looking forward to this all day. All week!"

"Prime. His aft." A weighty pause from Soundwave as he gathered his thoughts. "Touch? Stare?"

"Wow, that was quite a sentence. Prepared that in advance did you?" she laughed, stretching up on the points of her feet and rubbing the back of her hand over his cheekplate. "Jealous of Commander Femme Magnet, are we?"

"Optimus Prime. Alluring to femmes." Soundwave explained distinctly. His thick arms flexed and lowered her to the ground as gently as if he was handling a butterfly.

"He means nothing to me, you know that. Neither does any other mech. Have no fear of me running off with some other male. Optimus may have every femme in the universe dying for a handful of what he's got to offer, but I'm not one of them." Moonracer pressed her hands palm down against his flat midsection, delighting in feeling the hard almost-concave armor there. "I want you."

Soundwave laid his hands over hers, gripping them softly. His visor glinted brightly. "Ratchet.."

At the name of her former Autobot lover, Moonracer vented softly and shifted her gaze away from her Decepticon mech. "That was over a long time ago, please stop bringing him up. Ratchet was... a bright spark in my life, back then. Not anymore. Forget him." She slipped her hand out from under his larger one and ghosted her fingers over his wide chest. "We're friends but I don't ever think of Ratch as a mate anymore."

Soundwave lifted his head to stare up at the moon through the branches of the trees they were surrounded by. He knew she didn't like him sifting through her thoughts (he stayed away from anything labelled military in her CPU) and he usually refrained from doing so, but apart from himself (which he was proud about) the Autobot mech ruled over many of her earlier memories. Their love, their partnership. Their interfacing.. it had sliced his spark like a knife to see her datatracks of her lying back in the arms of the Autobot CMO. Her passion for him was clear, and the mech had been inventive and talented on the berth. He was a strong influence on her processor. He was also the mech 'Racer went to when she needed medical attention, but that was all over. He – Soundwave, a Decepticon – was her mate now.

A thunk of metal hitting metal made him look down. His femme had collided her forehead with his chest and was still and silent. Ah. He knew exactly what she needed to bring her back to her usual happy smiley self.

He didn't hesitate to lean over, wrap his arms around her slender, small, body and lift her up against him. To him, she weighed as much as a tiny doll.

"Soundwave-!" She grabbed at his neck and laughed at his forwardness. "Sweetspark, give me some notice before you do that!"

"Explain why."

"Because, a girl likes to know when she's about to be happily molested," Moonracer explained, hanging onto him as he strode through the forest with her clasped warmly to his chest. She slyly pressed her mouth flush to his chest armor and suckled at him, making his walking strides jerky. She giggled, "Sensitive tonight, hmm?"

"Sensitive... for you."

"Ah." Smiling at him, and knowing there was no better place to be anywhere in the universe than being carried along in the safety of his arms, she put her hands in her lap and happily tucked her head into the hollow underneath his chin. She didn't care what special location he had chosen to use for their intimate dalliance tonight. As long as she was with him, that was all that mattered.

When he halted and lowered her feet to the ground, she immediately turned within his embrace and let her hands grip his shoulders. Not wanting to let go of him for even a moment. His lips formed that sweet small smile he had learned to express when she was standing before him. It was a display of long withheld emotion that he only showed in her presence. He began to say something but she placed her finger over his mouthplates.

"Shhh... let me." She winked one optic at him, then totally surprised him by taking two quick strides and shimmying up the tree they were next to. As if that wasn't alarming enough, she then sat on a branch the same height as he was and swung herself upside down, grinning at him. She held her arms wide, relying on her legs to hold her up. "You like?"

"Uncertain," he admitted, leaning over in an attempt to match his gaze with her upside-down one. She was unpredictable. He liked that. "Strange." His finger reached out and brushed down her noseplates, making her laugh. "Cute, affirmative."

She beckoned him closer with her fingers. Closer. Still closer... then abruptly entwined her arms around his neck and pressed her mouthplates to his. It was awkward, their noseplates pressed into each others chin, but Soundwave was a particularly outstanding kisser, and he had the technique mastered in seconds. His lips were strikingly pliable and sensitive, a trait Moonracer often put to good use on her feminine valve. When he had finished listening to her delighted moans and whimpers, he gently but firmly pulled her down from the tree, and before her legs had a chance to go anywhere near the ground, he had them anchored around his waist and her hands around his neck.

"Oh!" Moonracer shifted her hips, feeling something hard and very upright jabbing into her groinplate. She hadn't heard the distinctive click of his armor retracting to reveal his maleness. He was a sneaky mech in more ways than one. "Ready so quickly?" She slid her feminine valve covering out of the way in anticipation of his dominant entry.

Soundwave pushed her backwards and up against the tree she had been joy-riding in. With her braced by the tree, he entered her at the same time as his mouth latched onto the side of her neck, murmuring, "Affirmative..."

Moonracer rocked on his male spike, groaning. He was a big mech to take fully inside in one deep first stroke. Thanks to Ratchet's inside knowledge, she knew the fabled dimensions of Optimus Prime, and Soundwave matched him length for length. Another rhythmic deep stroke with the tip of his hardness probing the furtherest point within her valve had her gasping. Primus, did he ever. Her mech was big.

"Large... Primus, you're large!"

"Information accepted." His hand left her hip to press into the tree above her head and give him yet more leverage with his hips. "Femme tight." His optics flickered. "Hot!"

She hung in his grasp. Feeling every movement he made, every little sound he emitted, sounds a 'drone' mech (as the other rude mechs called him) in theory shouldn't be able to make, but she got them from him. The same as he dragged happy noises from her.

His jaw opened wider and he actively bit at her neck cables possessively. His hips pushed deeper and harder into her with increasing velocity. Keening, Moonracer dropped her head back and narrowed her entire existence down into just his hips pressed flush between her spread thighs. His thrusting. His body cradled between her legs. Her inner thighs were going to be covered in lubricant and scratches by the time she staggered back into Autobot City in the small hours of the morning. Slag it, Mr-By-The-Rules-Detention-Happy-Ultra-Magnus could kiss her aft, and give it a clean while he was down there.


The purr in her audio almost sent her crashing into an overload, but she held it back. Her sensitivity was building rapidly. She was almost there. Almost...

"Yes! Give it! More!" They were going to damage the tree with their mating. Not that she gave a slag.

With a force that would have seemed harsh and overly demanding – or very typical and Decepticon-like – Soundwave growled, used his hand under her chin to harshly shove her head backwards so it hit the tree, and dominantly secured her mouth with his own in a ferocious display of mine.

Moonracer shrieked, "PRIMUS~!"

One big jerk and shudder of her chassis and her wail of overload disappeared into his mouth. He knew she was there with the rapid clenching of her valve on his spike and the uncontrolled shaking of her body.

Every femme was slightly different in the way they reacted to their overloads. Some screamed, some moaned, others went stone-cold-silent with a shocked 'Holy Primus!' expression on their face. Some passed out. It pleased him and made his mech-ego shimmer with satisfaction that Moonracer was a wailer and screamer. Although the rapid flurry of kicks to his aft with her spasming heels he could sometimes do without.

Before the last waves of pleasure left his femmes body, Soundwave was riding the ecstasy of his own climax. His thrusts turned into the pressing of his long powerful body against her willing and pliant one. His hips pushed his swelling spike within Moonracers vibrating valve so tightly that Ratchet himself wouldn't have been able to get his tiniest medprobe between them, no matter how hard he tried. And Soundwave would have displayed his Decepticon ancestry and temperament by pulling his rifle on him and shooting him if he'd dared to.

Moonracer let her head fall forwards and rest on Soundwaves shoulder. She slipped her arm around his chest and caressed his writhing back. Each writhe he made signalled a quick release of his transfluid deep inside of her body. Right where she wanted it. "Let it happen. Give me all of it." She pulled back and kissed his jaw when he gave one long final shudder and stopped moving inside of her. "Done?"

"...Complete." A press of his cheekplate to hers in the aftermath of his ejaculations. "Appreciated."

"Appreciated?" Moonracer echoed, her lips twitching into a wry smile as she rolled her optics. "We still need to work on your word expression and vocabulary."

With his spike still pressing into her valve and literally at her tender mercy if she decided to grab it and teach him a playful lesson, Soundwave could only nod. "Yes." Another pause. "For you." The two shared a look that displayed all of their love and affection for one another, Decepticon and Autobot allegiances be damned.

The loud rumbling of multiple voices and hammers within Soundwave's chest made the couple break swiftly apart. Moonracer cursed, knowing exactly what was happening.

Soundwave withdrew from her valve and let his femme quickly get her legs underneath her before he staggered back a few steps and sprang open his chest armor. Knowing what was happening, the femme slid her groin armor closed and attempted to furtively wipe off the sticky remains of lubricant and Soundwave's leaking transfluid from her thighs.

Frenzy burst out of Soundwave's chest, transforming as he flew through the air. He hit the ground and sprawled onto his back in a tangle of awkward limbs. His head lifted. "Slag, boss, can't you keep it down?! It sounded like there were freaking six of you hammering away at your pretty femme! Can't you two get yourselves off more quietly than that?!"

Moonracer covered her face with one hand and tried to muffle her splutters of indignation and amusement. Soundwave's little creations. They had woken up sometime during when he had taken her and as always, they weren't impressed. Soundwave himself dimmed his optics and shook his head. Why couldn't his sub-sparklings stay in recharge? He was blaming Frenzy for this. He must have messed up their programming intentionally so they all woke up. Decepticon tactics at their best.

Ravage was the next to fly at speed from his master's chest. The panther hit the ground with all four paws and paused to give Soundwave a filthy look over his shoulder, before pointing his regal nose into the air and trotting off into the forest with his stiff tail flicking his flanks in annoyance. It was a comical sight to see the metallic feline disappearing with his missile launchers bouncing erratically on his rear end.

Rumble did better than his brother. He transformed inside Soundwave's chest and leant on the open chest armor from within, sticking his head out and having a look round. "Good one, boss! Ya really fragged her good that time! Best one yet!" He waved at Moonracer. "Heya femme!" She sighed and waved back.

Rumble squeaked when he was shoved head first out of Soundwave's chest by a combination of Ratbat and Laserbeak using their combined pushing power. Rumble landed on his back and scrambled to his feet. He looked up at Soundwave with his hands on his hips.

"Hey Soundwave, I know you're big and all, but could you put that thing away?" He gestured at Soundwave's exposed crotch, where his lubricant covered male spike was hanging at length between his upper thighs. "I don't really want to feel smaller than I am, you know? Us smaller bots have rights too!"

"Yeah, you could whack Optimus Prime in the head with that and keep him out of it for a week!" Frenzy happily chimed in.

Laserbeak squawked something Moonracer couldn't understand at Ratbat – and got smacked in the head with the others wing for his efforts, which turned into a full-on, bitch-slapping fight. Moonracer just laughed at all of them. Despite their antics, she loved them all. She had to. By extension they were part of Soundwave too.

With an expression of 'Why do I have to put up with this?' on his faceplates, Soundwave retracted his hanging spike and slid his cover over himself then picked up the fighting shrieking bird-ball from within his chest and dropped them on the ground, where the two kept attacking one another and rolling in the dirt. Retracting his optical visor up into his helmet armor, Soundwave locked gazes with Moonracer and shrugged in a 'What can I do?' gesture.

Stepping carefully around the birds on the ground (who had exorted to yanking each others wing and screaming about it in bird language), Moonracer swung her hips sensuously and walked right up to her Decepticon lover. Getting up onto her toes and puckering up her lips, she smooched him on the mouth.

"Don't worry, I don't mind them. They're part of you and I love them too, but, ah, next time, maybe leave them at home?"

Soundwave pulled her into his chest and held her tight. Anything for her. His femme. Always.