A/N: This takes place during TFP Episode 26: One Shall Rise Part 3 during the scene between Soundwave and Arachnid; sort of in Soundwave's POV, though in still in third person. I just wanted to get into Soundwave's processor during this scene of this episode and thus, this was produced.

In this case, Soundwave's undenying loyalty could see as slash or non-slash. It just depends on how you look at it or what kind of person you are. ^_^

His emotions were normally kept in check, never permitting himself to act irrationally nor act on pure instinct as that could have hazardous consequences in the results of a given task. He carefully planned out his moves before he took any action, unlike a few of his fellow Decepticons who have suffered some rather unpleasant consequences for their failures.

As he had stated before, Soundwave kept his emotions in check for various reasons, however, though no one seemed to even noticed his small panicked frenzy as he desperately searched for his lord. Tragically and rather terrifyingly, his efforts were starting to become in vain. He just was completely unable to acquire Megatron's location, no matter how desperately He searched for him on this inadequate and worthless planet.

His alarm continued to escalate as he frantically pursued his search for his master's energy signature, his fingers nearly beating on every key he could touch. That was when the new Decepticon Commander decided it was best for her to make her point, much to Soundwave's aggravation and displeasure.

Soundwave discovered that ever since her arrival, he detested and felt nothing but animosity for Airachnid, even more so than the former Decepticon Second-in-Command Starscream. Whereas Starscream failed miserably at his attempts to overthrown their leader, Airachnid possessed the tact and charisma to sway the simple processors of the Eradicons. She also had the power and intimidation that Starscream had lacked.

With her always wandering around, he found himself essentially missing the seeker's presence.

"Fellow Decepticons," she said, her voice powerful and commanding the attention of everyone as she stepped gracefully along narrow the platform; Soundwave resumed his attention duty at the monitor, still trying to track the Decepticon leader. "While our loyalty to Megatron's command has always remained steadfast, our leader's recent behavior has been questionable, at best."

Soundwave overlooked the indirect insult she had presented. Steadfast loyalty commencing her? If he wasn't so overwhelmed with his attempts to locate their lord or allowed himself to display such emotions, Soundwave would have laughed. She only possessed a deep thirst for power; there was no loyalty.

"And it would seem as though Earth has become nothing sort of a failed experiment," she continued, gesturing her servo to the screen, which revealed the disasters occurring all over this planet.

"Commander Airachnid," Knock Out called out to her.

She turned to him as the monitor shut off.

He was rubbing his sharpened, beautifully polished fingers over his chin plating as he stood next to his partner, Breakdown. "You're not suggesting that we abandon Lord Megatron?" He moved his servos away from his face, giving her an amused look as he smirked.

She just looked at him for a few kliks before looking back at Soundwave as he continued his search for his beloved master. "Despite Soundwave's efforts, we have been unable to detect our master's signal." She then turned back to address the whole room, walking slowly back toward the center of the platform. "Megatron's is either permanently offline or in the thrall of Unicron. Neither is in the best interests of the Decepticons. So I am deeming an exodus to be the most prudent course of action."

She then turned to look at the Eradicons. "Unless anyone has a problem with that?"

As no one spoke up and merely looked at one another, Soundwave froze in his work. An exodus? To completely not only abandon this planet, but Megatron as well? No. No, he would not allow himself to lose his beloved master again. He was not one to let his emotions run wild, but this was just too much. Ever since she had arrived here, she had wiggled herself into Megatron's favor and now that he was gone and left her in charge, she wanted to abandon their leader.

As long as Soundwave functioned, he would never allow that. At least Starscream pretended to wish to save their leader. She just completely wanted to leave him to die at the hands of Unicron. He could not allow himself to lose his master again, no matter if it was the best course of action or not. He would follow Megatron until the very end and if that meant keeping everyone else in danger, then so be it. He would sacrifice a thousand lives to keep his master alive and well.

Airachnid smirked as nothing was said and turned to Soundwave. "Set course for Regulon Four."

The third-in-command would not have it. He whirled around and stepped in front of the monitor, glaring at her through his facial mask. He would never abandon his leader and she could not make it. Everyone may have viewed him as someone quiet and merely followed the orders of his superiors, but they did not know him well enough. He only listened to Megatron and he only truly followed him, as he had for vorns. He would not stand for this. Over his extinguished spark would he allow this to happen.

She and the rest of the Decepticons seemed rather shocked that he stood there, silently defying her. Even Knock Out had a surprised look on his face. This was not something they had seen from him before.

Then she glared at him. "You have something to say, Soundwave?"

He merely turned his body completely toward her, unmoving and processor swarming with raging thoughts, wanting to do nothing more than offline her right then and there. She was a nuisance and just like her name, an insect. And as far as Soundwave was concerned, all pests needed to be squished once they became too bothersome for their own good.

She transformed into her offense mood, bringing out those six limbs and stalking toward him, baring her fanged dentals at him. "I command this vessel. You will resume your post."

He remained unraveled by her threatening tone, not fearing it but rather being amused by it. She may have commanded the Nemesis and all the submissive drones on the ship, but he was not submissive to her and she did not command him. Megatron commanded him. He was his master and he would not leave him. He would rather die than obey her and leave him behind.

Her glare darkened as she growled through gritted dentals, "Step aside."

He would not. The room became tense as the two glared at each other, Airachnid not standing for his defiance and Soundwave not willing to put up with her arrogant and treacherous tendencies. Realizing he would never move willingly, she shook in fury and charged at him with an agitated snarl.

He did not move as she jumped at him, swinging one of her legs at his face. He merely blocked it with right arm, not even flinching as the metal clashed together, creating small sparks as they scratched. She threw her other leg at him, which he blocked again. She tried for his chassis, but once again, he stopped it again.

She dared to strike at him? And not only that, but she dared to think she even had a chance at hurting him? She was even more tragically pathetic than Starscream! He had never been as so stupid as to even think about hurting the masked mech. He may have not been involved in much combat, but Soundwave was not a useless warrior. He knew how to fight. She was underestimating him.

What a mistake.

She jabbed another leg at his face, which he caught with his servo. He threw it out of the way and with his other servo, latched onto her shoulder and yanked her off the platform, causing her to cry out in shock. He lifted her high off the flooring, leaving her suspended and struggling to set herself free and trying to hit Soundwave's face, and just stared at her for a few kliks.

"Oh…" he heard from Knock Out while his partner just watched with his mouth agape.

He could kill her right then and there, but was that something Megatron would be pleased with? He did not know of her treachery and he would not know until Soundwave reported it to him. He refused to do anything to displease his master and he trusted Airachnid. As much as it infuriated Soundwave, Megatron had deemed her useful and would not be pleased if he offlined her without his approval.

With that, Soundwave hurled her away, tossing her like she was nothing more than scrap, and she hit the floor hard with a pained groan, no one noticing that Laserbeak had detached from his chassis and flew out into the room. She slowly wobbled up, shaking, and then glared furiously at him, snarling, "I'll tear out your spark for that!"

Then she gasped as she saw that Laserbeak had deployed. Then she heard him fly behind her and she whipped around, seeing that he had already opened fire.

Soundwave watched, like the rest of the Decepticon's present, as she tried to dodge his attack. Unlike them though, Soundwave had never seen such a more foolish sight. Laserbeak had the most accurate shot than anyone on the Nemesis, aside from Megatron of course. That was probably why he was satisfied and pleased when a shot hit her chassis and knocked her back down to the floor, her back hitting the platform hard as she let out another pained groan.

Never had he heard a more pleasing sound.

He stepped toward her as she tried to get up. The word vermin crossed his mind and the image of the Decepticons leaving also happened to appear. In his own unique fury, he slammed his pede down on her helm, making her cry out in pain again and keeping her pinned to the floor. Laserbeak flew back to his chassis and attached itself back to his master, leaving Soundwave to merely look down at the femme beneath him.

He applied pressure to his pede, knowing that he could end everything right then and there. No one would ever tell him to abandon his beloved master again. After this, he highly doubted anyone would even possess the courage to. It was unlike him to reveal any sorts of defiance and emotion and here he was ready to crush Airachnid like the insect she was. He despised her, even more so than he had even abhorred Starscream. Now was his chance.

Yet he couldn't. Megatron would not like it and he refused to displease his master, no matter how much it would have pleased him.

Finally, in bitter defeat, the femme growled, "I yield."

Soundwave removed his pede from her helm and walked back to his post without another glance, though everyone just stared at him in shock and awe, never expecting to see him like that. The whole room was silent with the exceptions of his footsteps as he walked back to the monitor, stopping in front of it and continuing his search.

He did not regret his effort and he had sensed certain Cons would think twice before trying to do anything that seemed remotely deceitful to their lord and master. Good. That was what he wanted. Megatron was their leader, not anyone else and he was going to make sure no one forgot that, especially when Megatron was not around to enforce that himself.

Finally, the silence was broken by Knock Out, who merely murmured to his partner, "Watch out for the quiet ones."

Never had there been a truer statement.