The flood of emotions caught Soundwave completely unprepared.

He reached out, clutching at the nearest wall to steady himself. It was, under the circumstances, a forgivable sin. Megatron had turned away, studying a projection showing their enemies' probable positions and resource levels. He would hardly notice Soundwave.

But Soundwave was certainly noticing him.

Soundwave had no one to blame but himself for that. Usually, he kept layers of filters between himself and the other Decepticons. Telepathy was a handy weapon against the enemy, but the thoughts of his own allies would prove endlessly distracting if he opened himself up to receiving all of it.

Besides, there were things he didn't want to know. While the highest-ranked Decepticons were clever and intelligent, probing the processors of the rank and file usually yielded snatches of crass, crude, or violent impulses.

Or lustful ones. Soundwave caught himself before stumbling again as another wave of memory and desire hit him.

Soundwave: foolish, he chided himself, scrambling to apply filters he'd long ago let lapse for one Decepticon only. Such things were not for him. It would only distract him from his own duties to think of red-striped wings, dented and aching from the touch of rough hands, a dark head arched back and crying out, half in protest and half with need, setting the spark in his chest crackling with fierce desire -

He shook his head to clear it. Memories: not mine. Such things were not for him. Megatron's partner: Starscream. His place was to serve his cause and his leader, faithfully and well. To permit himself to be distracted by the heat in his valve or spike or spark would only impede his ability to do so. Starscream: undesirable. Such pleasures were nothing he bothered to miss.

And Megatron's emotions weren't usually this distracting. He never would have deactivated his filter if they had been. Megatron's emotions were intense, yes, but the Decepticon leader kept a tight rein on them.

Most of the time. Soundwave forced himself to remain still as a phantom sound filled his audios, a high keen of pleasure and desperation, a rasping, possessive voice growling in answer.

Sensing his lord's desire was nothing new. That was always there, a thin strand of flame coiling through Megatron's mind. But by the time the Decepticon leader began his day - early, long before any of the others, a practice Soundwave had also adopted, to better serve him - much of his ardor had cooled. Satiation tempered it, self-satisfied repletion that made Soundwave feel both relieved and envious, longing to tear at Starscream's wings just like Megatron did in the heat of his desire.

That, Soundwave knew. That, he could handle. That, he was used to, a sweet aching poison that he'd long ago forgotten how to live without.

This was too much, and seeing Megatron turn to face him he scrambled to reapply his filters, to remember what it was like not to lurk at the edges of his Leader's mind, to remember how to stop his spark from whirling with someone else's desire, his valve from moistening as if that desire was intended for him, his spike from pressurizing in response to passion that wasn't his to answer anyway -

- and then Megatron's optics locked on his and flared with bright, intense light, and he could remember nothing at all.

"Soundwave."

He stood, silent and attentive. It was, after all, what he always did.

"I don't believe I've ever seen you falter like this before," Megatron said, his optics narrowing for a moment. He stared at Soundwave, considering.

Soundwave could guess why. With his filters disengaged, he could sense emotions. When those emotions were especially intense, he could catch snatches of memory, imagination, and fantasy, sensing them as though they were happening to him.

But he could not read thoughts. Not without expending effort. For that, he would have to actively explore the connection between his mind and another's. To delve into the other's very processor, searching and studying.

And that was an intrusion. An intrusion that any processor he examined would detect.

He did not need to sense the plume of doubt and anger rising in the other's mind to know what his Leader was looking for.

"Megatron's privacy: paramount. Affect detection: involuntary. Filters against detection: reapplied immediately."

Then, slowly, his silver faceplates shifted into a smirk.

"Wait," he said, holding up a hand.

Soundwave froze, subroutines he'd just initiated terminating instantly in response to his lord's command. He stammered something, his vocalizer emitting a single, monotone sound that refused to become a word.

Megatron chuckled. Soundwave fought not to wince.

"Well, if it's that obvious to you that I'm not finished, perhaps I ought to do something about it."

Soundwave's spark pulsed heavy in his chest. The last thing he wanted right now was to watch Megatron call for Starscream, to sense the heat in his lord's systems spiking higher as he waited for someone who didn't deserve what he had, couldn't possibly deserve it...

"Come with me, Soundwave," Megatron said, still smiling.