A/N: Yeah, this story needs editing. I'll try and do it when I have time, but, for now, plz enjoy the final chapter.

~Dr. Z))

Soundwave didn't fight against the stasis cuffs that were keeping him strapped down to the medical berth, staring up at the roof above him with a blank expression as he listened to what was happening around him. Bumblebee and Bulkhead were holding Arcee back, Optimus Prime was staring at him and holding AirRush, while Ratchet was examining him.

The touch of the medic's servos caused a shiver and small growl to pass through Soundwave, although when the medic looked at him his optics were still locked on the roof.

"He killed OffRoad! He sparked her up and then killed her!" Arcee shouted from where she was being kept from exacting her revenge, anger and hatred in her voice. "OffRoad was my friend! My partner!" She continued on, Soundwave shutting his optics and attempting to block out the obvious pain in her voice.

Optimus remained silent as he stared at SkyGale before venting softly. "Were you always a Decepticon, SkyGale?" He asked in his usual calm tone, everyone stopping and staring as if they were just noticing the Decepticon insignia on either shoulder and Soundwave allowed a tight smile to form on his lip plating. "In a sense." He responded softly, optics reopening to Arcee's scream of Traitor!

Ratchet huffed and continued his examination to the damage done to Soundwave's frame, before pulling out a scanner and scanning. "By the… SOUNDWAVE!" He cried, jerking his servos away and taking several pedsteps backwards as he stared in disblief at the con strapped down to the berth before him.

"Soundwave?" Bulkhead cried, loosening his grip on Arcee, who jerked free and was on the helpless mech in moments. "You killed her!" She shouted, arm blade pressed hard into Soundwave's neck cabling, though the mech didn't even flinch. "I did not… I searched for her… And for my sparkling. I loved them." He answered, Arcee's optics filling with optical fluids before she spoke, voice cracking with grief. "You're a liar! If you didn't kill her, Con, then who did?" She shouted as Bulkhead jerked her from Soundwave.

Staring at the struggling femme with blank optics, Soundwave vented softly. "I don't know…" He answered, shutting his optics at Arcee's continued cries of how he was lying, how he had killed his own spark mate, but Soundwave just turned his helm away.

Optimus stepped forwards, placing AirRush on an indented berth to keep her from rolling off, moving over and taking a hold of Arcee's arm. "Arcee… You and Bulkhead will come with me… We will leave Ratchet with the prisoner and return when our processor's have cooled." He stated firmly, abruptly leaving.

Soundwave perked up… Now that it was just Ratchet and Bumblebee, it would be simple to get loose of the bonds, grab AirRush and escape.

Noticing the change in Soundwave, Ratchet glared and knocked him over the helm with a wrench. "You stop thinking about getting out of there. You have a lot of explaining to do, and I ain't letting you outta here without some answers." The medic stated gruffly, moving over to a table to get more tools for the repairs.

Soundwave's optics returned to stare up at the roof, where Laserbeak was residing, giving a silent order through their bond, the cyberbird flying down and shooting at the two remaining Autobots before shooting the bonds holding Soundwave down, the laser shorting out the stasis cuffs and freeing his master.

Standing upright, Soundwave was met by Bumblebee, easily dispatching the scout with his tentacles, connecting them to Ratchet before electrocuting the old mech into stasis, making sure both were down before turning his attention onto his sparkling and moving over to her, smiling at the adorable grin he received, AirRush arching against the berth and reaching for him with a little chirp.

Soundwave realized he didn't have time to admire his daughter, and he scooped her up, the femmeling responding to her sire, legs wrapping around his abdomen and gripping him tightly, little digits slipping into seams on his side and hooking into his protoform, keeping her clinging to her frame like a seekerlet would.

Smiling down at his daughter, Soundwave gave a gentle chitter in the seeker dialect before transforming, his armour forming around the smaller frame and encasing her completely, the Decepticon shooting out of the base and into the sky, heading back for the warship.

Optimus returned to base the moment he had had a ping from Ratchet, all of his calls to the medic going unanswered, the Prime worried that the worst had happened as he sped into the main room of the Autobot base, confirming his worst fears.

Arcee had calmed down somewhat, but she became almost panicked when she realized AirRush was gone from where she had been laying, Bulkhead attempting to aid a groaning Ratchet, the medic slowly rebooting.

Looking around, Optimus felt a spike of fear run through his spark… But he knew AirRush was safe with SkyG-er- Soundwave… He was her sire after all, but the Prime couldn't help but worry about Megatron and the other Decepticons… It was no secret that Starscream hated Soundwave, and could easily take his hatred out on a helpless sparkling.

"H-He took her! Doesn't he realize that they'll kill her?" Arcee cried, obviously distressed as she moved around the room, optics wide with fear, Optimus Prime catching her arm and pulling her close. "Arcee… He is her sire. It was only logical that he would've come for her eventually… He obviously loves her."

Arcee looked up at her leader with conflicted optics. "But we don't know if he didn't kill OffRoad! What if he kills her too? He was obviously always a spy!" She cried, looking close to crying, the Prime exventing softly and shaking his helm. "Soundwave will defend AirRush… And I'm sure he won't put her in danger, not if he can help it… We can only wait, and attempt to get her back." He answered in a calm, reassuring tone, waiting for Arcee to calm as Ratchet and Bumblebee came back online with a groan.

"He took her, didn't he?" Ratchet croaked out, optics half shuttered as Optimus nodded.

Ratchet shut his optics and let his helm fall back. "Primus spare her." He whispered out.

Soundwave entered the warship and made his way down the halls, AirRush curled up in his arms when he suddenly came upon Megatron, Starscream and Knockout, the three looking up from their talk and stilling at the sight of the battered TIC.

"Soundwave." Megatron growled as he slowly approached.

"Where were you?" Starscream demanded in disgust. "You just vanish without telling anyone, and then come back in here battered and dented." The seeker curled his lip at the mech before seeming to suddenly realize that Soundwave wasn't wearing a mask.

"Sexy." Knockout hummed from between the two, Soundwave stilling and lifting his lip at the cherry red mech, letting out a soft growl when Megatron's optics roamed his frame and fell on the tiny sparkling cuddled against his chassis, close to his spark.

Megatron's red optics narrowed as he took a couple steps forwards to stare down at the sparkling that stared up at him with a fearful expression on her faceplating, whimpering and cuddling closer to Soundwave. "Where did that come from?" Megatron demanded, Soundwave slightly distressed at being unable to detect any sort of emotion in the warlord's tone.

"Filthy creature!" Starscream hissed when he saw the sparkling, jerking away, and Soundwave was slightly glad that the seeker's coding didn't kick in… The last thing he wanted was Starscream getting too touchy with AirRush. "It's part Autobot!" Starscream leered before looking up at Soundwave with the same expression. "And so are you!" He growled.

It was true… If a bot and a con got together and mated successfully, the red and blue would neutralize each other, giving their offspring white optics, or, occasionally, purple. Soundwave had had one creator that was a half breed, while the other was a pure Decepticon, thus his own white optics that he passed onto AirRush.

Megatron rounded on Starscream, becoming irritated by the situation and his annoying second's prattling, the back of his fist connecting with the seeker's faceplates, sending him flying to crash into a wall. "Silence, Starscream!" The warlord hissed.

Soundwave stiffened, the strike to Starscream unsettled him… The grey and white frame was replaced by a slim black one, with golden biolights, a femme seeker… AirRush… The Decepticon suddenly realized that he didn't want this for his daughter… And that he had put her in danger by bringing her here.

Tensing when his lord turned away from the seeker to look back down at the sparkling, servo reaching out and a clawed digit running along her jawline. "Regardless of heritage… We will bring the femmeling into our ranks." Megatron stated with a deep purr.

Wondering what his lord was thinking, Soundwave subtly looked into his lord's mind, the images and thoughts of the towering mech slamming into him and causing the TIC to jerk away, the clawed digit at AirRush's jaw cutting a long, jagged scratch into the soft white protoform.

AirRush was crying, that much Soundwave knew as he stared at his lord, who was glaring at him with smoldering red optics so similar to the Kaon melting pits, the TIC taking a step back and away from Megatron, the warlord growling lowly before realization seemed to dawn on him. "It's yours!" The warlord hissed, anger flashing through his optics. "Though I do not see how you ever would've had time to merge or spark an Autobo-..." Megatron tensed and Soundwave took another step backwards away from him. "As SkyGale!" Megatron hissed, raising his arm.

Soundwave saw what was coming and tightened his grip around his sparkling, jerking around and putting his back to Megatron in order to protect his sparkling from the blast of his lord's plasma cannon, the force of the shot sending Soundwave careening through the air.

Landing hard against a wall, Soundwave groaned, the scent of warped plating and burning circuitry reaching his olfactory sensor, the ridge still slightly crooked since Ratchet had been unable to fully repair it.

Dazed, Soundwave sat up a little, optics fuzzy as he watched his lord approaching, hearing AirRush's screams and sobs through the ringing in his helm, and the mech responded to his creation's cries, pushing himself up and running, the warlord following him all the way out to the end of the flight deck.

Staring down at the ground so far beneath him through pain fritzed optics, Soundwave knew that transformation would cause even further damage to himself and he half turned to watch Megatron approaching him, flanked by Starscream, the seeker looking more than pleased. "Any transformation will further destroy you, Soundwave… Tear you apart." Megatron growled as he approached, his sword making it's entrance known from beneath the cannon, Soundwave's optics travelling to it before he took a step back and turned to jump.

Soundwave's pedes left the flight deck, Megatron charging forwards, his sword severing the main cabling to his left knee joint, the loyal lieutenant crying out and transforming, biting back a scream as he felt his joints pop out of place, plating grind together and even rip loose of his frame, circuitry tangling, and warnings popping up all over his HUD about dangerous energon loss.

Hearing the sound of two other transformations, Soundwave shut his optics and put all of his remaining power into his thrusters, speeding down towards Earth, heading for the only place that he knew to be safe… The Autobots.

Ratchet was sitting on the medbay berth when a several signals appeared on the monitor… Three Decepticon, one that was easily identified as AirRush's… "What the slag?" He growled, Optimus Prime moving to look. "Megatron and Starscream… They are pursuing Soundwave." He stated grimly, Arcee jumping up. "We can't let them catch him! Soundwave most likely has AirRush with him!" She cried, the Prime nodding. "Ratchet. Bridge us to his coordinates." He ordered, the medic nodding and opening the groundbridge, allowing the entire team to charge through, seeking to rescue the sparkling that had wiggled her way into all of their sparks.

Soundwave was losing energy at a frightening rate, and the moment he picked up a groundbridge signal, he sped towards it, crash landing a few meters from the Autobots, ripping up the terrain around him before he came to rest against a tree, too far gone to be able to transform again.

The Autobots exploded into action, Optimus Prime shooting at Megatron and Starscream, his bots falling in behind him while Ratchet and Arcee ran to where Soundwave lay, still in jet form.

"Where's AirRush?" Arcee cried, desperation obvious in her voice as she looked around, Ratchet grabbing her arm to calm her. "AirRush is a seekerlet… She is most likely safe within Soundwave." He responded, not bothering to fully explain as he turned back to Soundwave and took in the damage with a quick scan. "It's too extensive for him to transform… He's fading fast, Arcee." He murmured, looking at her.

Arcee hesitated as she looked down at the broken form of the mech she believed had offlined her first partner, shutting her optics. "I'll help you carry him." She answered with a soft tone, Ratchet giving a short nod and, together, they lifted up the jet and quickly rushed him towards the groundbridge, Megatron taking notice and attempting to get past Optimus to make it to them.

Other than Ratchet receiving a strained joint from the force of a rock, thrown by a nearby blast, they were both alright, and they set the jet on the medberth, Ratchet shooing her away as he began to work.

"Pass me all the tools you can… He'll need an energon transfusion." Ratchet ordered gruffly as he worked, listening to the frightened chirps and clicks from within Soundwave, spark jerking in his chassis… If Soundwave offlined with AirRush that close to his spark, so close to him, the femme would likely never recover from the trauma. "Stupid mech." He growled lowly, up to his elbow joints in sparking circuitry, attempting to cap as many of the energon lines as he could, Arcee moving to help him.

"I have smaller arms." Arcee murmured in a soft tone, looking conflicted again… As if she wanted to kill the mech, as well as help him. Venting, Ratchet nodded, pointing to the seams. "We need to transform him… Forcibly. It'll be painful, but it is the only way to fix him properly." The medic stated, pushing his servos into two separate seams and looking at Arcee, the femme shuddering but doing to same. "Now… Pull slowly. Find out where they're supposed to move… He won't like it, but we have to… If not to save him, to get AirRush away." He stated, Arcee nodding and finding where the seams were supposed to separate and pulled.

Soundwave onlined at that moment, letting out a cry as he was forcibly transformed, optics fritzing and voicebox shorting out as he was laid out on the table, AirRush gripping his abdomen and shivering, wings low and optics wide as she keened, chirped and clicked in fright.

Arcee immediately scooped up the femme and lay her on a berth. Optimus and the others were fighting off Megatron still, and would be able to come soon to coddle the femmeling… As it was, Arcee knew she couldn't let Soundwave offline… No matter what she feared he might've done.

Soundwave didn't know how much time had passed… Only that he ocassionally had glimpses of shadowy forms over him, and distant voices, servos touching him, pain… Terrible pain… Memory purge came one after the other as he was subjected to time he had had with OffRoad.

-Memory Begins-

"No, Gale… I don't believe that you can be a bad mech." OffRoad murmured from where she stood in front of her lover, optics averted from his to the ground at her pedes, shifting nervously. "I know you wouldn't do anything to put me… And the sparkling, in danger. Forgive me for thinking any worse of you." She murmured, voice almost a whisper.

SkyGale reached out and gripped the red racer's chin lightly, tilting her faceplates up until she was forced to look into his optics. "OffRoad… I understand why you reacted the way you did… Like it or not, I had been lying to you… Lying to everyone… Eventually, I'll have to tell Prime and Prowl and take whatever punishment will be given."

SkyGale held a digit against his mate's lips to keep her from protesting. "I cannot continue to deceive them, and I would rather that they find out from me, than another's… And preferrably before Sunstreaker or Sideswipe find out." He stated, happy that his mate's lips curled slightly at the statement. "They'd slag you to the pit and back." She answered in a slightly happier voice.

Relaxing, SkyGale shook his head in amusement. "Not yet. Not until the sparkling's born." He answered, servo running over his mate's abdomen, her servo catching his and holding it there. "Sky… I'm sorry… I do love you, and I don't think you can do anything that will make me love you any less." OffRoad stated, SkyGale smiling back at her. "Hey… You changed my mind… You're my universe." He stated, looking down at their joined servos. "Both of you are." He whispered before taking a kiss from the femme that had stolen his spark.

"No matter what happens, Sky… I love you." OffRoad whispered into his audio.

-Memory Ends-

Soundwave onlined to those words ringing through his helm and he exvented shakily, optics onlining to the Autobots all standing around him, the mech shifting and letting out a groan when it only caused excruciating pain to flash through his backstruts.

A firm servo was placed against his chassis to hold him down. "You are in no condition to move." Ratchet ordered firmly, Soundwave tensing before slowly relaxing again. "No-t… Wanting… To fi-ight." He choked out.

The Autobots around him looked slightly skeptical, but didn't challenge the fact as Soundwave turned his helm this way and that, searching for his sparkling. "My… Sp-parkling." He coughed out, optics half shut as he searched for her.

"AirRush is safe. Just recharging." Optimus Prime informed the exhausted Decepticon and Soundwave gave a small nod, optics falling on Arcee and he offered a half smirk. "S-surprised you didn't off-offline me." He murmured in a near whisper before Arcee snorted in amusement. "You didn't kill OffRoad… I found out who was responsible." She responded, the others slowly vanishing, Optimus going to work on the Iaconian Database, Ratchet moving to do whatever the slag he did at this time, and the others headed off to pick up the children from school.

Soundwave stiffened when he heard those words, optics opening a little wider as he turned his helm towards her. "Who…?" He growled, although it sounded weak and non-threatening.

"Airachnid." Arcee responded with hatred in her tone. "While you were out, we had a little bump in, and she ended up making it clear that she was the one to take OffRoad's spark." She stated angrily as she looked down at the weak mech beneath her.

"I'll kill her." Soundwave whispered as his optics half shut again, as if attempting to keep out of recharge. "Start over with me… You love… AirRUsh… And I am her sire…" The mech attempted tof ind his words. "L-Let me explain what happened… What really h-happened." He added, the femme vanishing before returning with the sleeping sparkling in her arms and laying AirRush gently on Soundwave's chassis, the mech wrapping both arms around her. "We'll see… Right now, all I can agree on with you is that Airachnid needs to die." She stated coldly, Soundwave nodding as he shut his optics, feeling the sparkbeat of his daughter against himself. "She will… pay." He whispered before falling into recharge…

Soundwave was eager for a new start, and, perhaps, he would find it with the Autobots… They would protect AirRush. One day, especially with his knowledge, Megatron would fall and he would be able to raise his sparkling in peace… Perhaps alongside a femme.