I literally had this sitting in my documents for years, but I never bothered releasing it because I figured no one would be interested in a Soundwave x OC fic. So, due to my recent interest in Optimus Prime based fluffiness, I finally decided to alter the plot. It`ll focus on the more popular Prime x OC thing, but with just a few hints of Soundwave goodness. Why? Because Soundwave is one beautiful, BEAUTIFUL Decepticon.

(But don`t get me wrong, Prime is waaaaaaaaaaaaaaay better.)

Enjoy~

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"Day 84.

The human was consistent with his visits, coming by every day to tear apart more pieces of me. As if the floor wasn't littered enough with my various body parts. I could see one of my wings propped up against a wall, its inner workings spilling out. Not too far from me sat my tire, dirt and gravel embedded in the rubber. My afterburners and missiles had already been removed along with most of my additional weaponry. The only part of me left intact was my cockpit, the fleshing didn`t meddle with it too much. Something he did meddle with frequently was my T-cog. The mechanism that had trapped me in this awful, embarrassing predicament.

Perhaps I should start from the beginning?

Actually, that would take too long. Let`s just begin from the point I arrived at this wretched rock. I was on a scouting mission, searching worlds for a very special item, an item that my people lost centuries ago. Unfortunately, faith dragged me down here, and let me tell you something now: faith is cruel, very cruel.

First thing I did was take an alternate seeker form, and I was probably flying for less than a megacycle before I was shot down. Can you believe that? I know I can`t. Those fools. Shooting me down? Me?! For Primus`s sake...

By the time I had hit the ground, I was already shifting into my bipedal form; missile launchers blazing when I realized something. It wasn`t working. I couldn`t transform. I couldn`t move.

Pray you never experience the horror I felt that day. It`s a terrible feeling, being completely defenceless at the mercy of such savages. They spoke in tongues I couldn`t understand, moving me around from place to place. I had been taken apart by many fleshlings before being put back together and sent off somewhere new. This form of torture went on and on until finally they left me. Not alone, oh how I wish I was alone. But instead they stopped moving me, leaving me in this tiny little hanger where this... this human would visit me. Just like the others he`d take me apart, examining and reassembling my various mechanisms. It took a while, but I finally learned they were trying to fix me.

If only he could.

How I long to taste the skies again, how I long to just be free.

But alas, the day I was shot down my T-cog took immense damage. It was that part of me which gave me, and all Cybertronians for that matter, the amazing ability to transform. Without it I couldn`t take on my bipedal form, without it I couldn`t launch my weapons or even move or speak. I was paralyzed in every sense of the word. The only part of me still functioning properly was my mind, and unfortunately even that wasn`t powerful enough to save me. In all honestly, I wished the fleshling would find a way to fix me. If only he was smarter, if only he could understand Cybertronian technology.

Why are all humans idiots?

Day 201

The little fleshling has grown tired of me.

I had been put back together a while ago now, but alas he hadn`t managed to fix me. Just like all the others, he gave up; he couldn`t figure out what was wrong with me. For the short time I`ve been here in this hanger, I`ve learned quite a bit. For starters, the man was an engineer of sorts, specializing in... aviation? I think that`s what he called it. He was fairly hard-working, a little crazy too though considering he often talked to me as he worked. Mumbling about how I was beautiful and he would fix me for sure. I hope the first part isn`t a lie like the second. I personally did find my structure to be beautiful, especially when it wasn`t in pieces. Also, I had learned his name, a comrade of his once referred to him as Frederick; Frederick Alder.

Day 403

I`m starting to grow tired of the fleshling too.

As a matter of fact I`m starting to grow tired of everything. I can quite literally feel my sanity slipping. The only taste I get of the outside world are the few rays of sunlight that slip in when the human opens the rather large hanger door. The artificial lighting would only activate when the human was here, the rest of the time would be spent in the dark, and it was driving me insane. Slowly I would begin to see figures hiding in the shadows, taunting me as I suffered in my silent hell.

Day 621

I`m done.

It`s over.

What is sanity? Because I`ve completely lost mine. The human... Frederick, had given up entirely on me, not even bothering to work on me. His visit were very rare, and when he did come by it would be for other reasons. I felt dead. To be honest that sounded great, how I wish I could die. My body was already offline, I wish my mind would follow suit. Even if all the afterlife had to offer me was eternal torture in the pits, I`d take it over this. At least I`d be able to scream in the pits.

Day 1002

After a very long time, I heard movement.

By now I had become numb to most noises, brushing them off as Frederick passing by. But this was different, it caught my audio sensors and held them tightly as I tried to determine what it was.

Singing?

Quietly I allowed my optic sensors to activate, scanning my dark surroundings to see a little fleshling walking by. She reminded me of a sparkling, her eyes filled with innocent curiosity as her particularly tiny feet carried her around the room. She blinked up at me a few times before scurrying to a corner and flicking on the lights. For a moment my optic sensors tingled, adjusting to the brightness as I turned my attention back to the little thing.

As she walked closer, I noticed something in her hand. To my horror it was another human, this one tinier and lifeless. It looked like a femme with long blonde hair and pink outerwear. The fleshling now walked closer to me, freezing for a second before beginning to climb onto my wing. I was horrified, wanting so badly to shake the little insect off my body. But alas I was still paralyzed, and with disgust I watched the thing crawl onto my wing, pulling at my door before stumbling into my cockpit.

If I was capable of shuddering; I`d be a shaking mess by now.

I wasn't always such a coward, but my isolation had made me extremely sensitive to such things.

The femme had somehow managed to get into one of my leather covered seat, true the leather was mostly worn and tattered; but she looked comfortable regardless. Now, the thing pulled its miniature human up, moving its tiny arms so that they were rubbing against my wheels. Now at closer inspection I could see that the miniature human was not organic, but instead plastic? Despicable!

The femme now moved the little plastic persons arms, making it seem as if it was driving me as she made little, jet-like noises.

"Vrooom! Bam! Whiz!" she giggled a little before rubbing her grubby little fingers over some random buttons "This is Captain Barbie reporting to commander Kitty Katalyn, come in Kitty?" she quickly adopted a more gruff voice before saying; "This is commander Kitty Katalyn, go ahead Barbie." And once again she changed back to her original voice: "Commander Katalyn, there are so many zombies everywhere, permission to shoot `em all down?"

The femme quickly cleared her throat, sitting up straighter before replying to herself in that gruff voice again: "Permission granted Barbie."

Now her fingers grazed a few more of my buttons, her hands reaching for everything as she left no switch unturned.

"Kabooom! Bam! Ahh, no spare us! Bam, bam, bam! Heh, that`s what you get you evil zombies!"

I was absolutely stunned and silent as I watched the little creatures fantasies unfold. Somehow I was following along, I could practically see the zombies, I could see myself flying overhead, I could see her sending missile after missile to blow them away.

I was loving this.

After a few more nano-clicks, I picked up some more movement, and to my dismay Frederick was at the door.

"Katalyn? Are you in here?"

"Oh no!" the girl whispered mostly to herself, before slowly turning to the door and opening it, peeking her head outside.

"Uh, hey daddy..." she said nervously as Frederick eyed her suspiciously.

"What`re you doing in here Kitty Kat?" he began to walk towards us "You know this place is off-limits, you might damage the jet."

"He looks fine to me daddy." She argued, glancing at me rather warmly "It`s just that Barbie thought we needed some extra firepower to beat those zombies."

"Extra firepower, eh?" Frederick chuckled "Come on Kitty Kat, let`s get back to the house now, it`s getting late."

She pouted and her creator only walked closer, picking her up and twirling her around, making the little femme giggle aloud.

"I think both of you need a little rest before finishing off those zombie hordes."

"Fine... just a little nap, a quick one okay?" the femme demanded and her creator nodded with a smile "Wait, wait! Let me say bye to the jet!"

Rather amused, Frederick dropped her back onto the ground and the girl quickly scurried back to me, hugging one of my wheels tightly.

"Thanks for your help." She whispered.

On that note she ran back to her creator, taking his hand as the two left; leaving me in the dark yet again.

Day 3998

In the past it was Frederick who visited me frequently, but now that had changed. It was now this little femme, Fredericks creation that had become my new companion. Unfortunately she was late, there were only shreds of my sanity left intact, but better late than never I suppose. As time went on I stayed the same, but the femme; she changed, her tiny structure became bigger. Well, bigger by human standards at least. She didn`t look as old as Frederick, in fact she still reminded me of a sparkling, but she just didn`t seem as young anymore.

Her antics had changed considerably too.

After our first meeting, she would return with more of those plastic humans, throwing us into various role-playing fantasies that I thoroughly enjoyed. But now, she would come with paper, calling it a sketchbook as she would run her tools across it, revealing drawing after drawing of my various parts. One day she had drawn me entirely, impressing me fairly as she carried on to colour it.

"You know..." she was working on another drawing, sitting across from me on the floor as she watched me keenly "I`ve been asking daddy about you. He says you`re an MiG-29, I`m not really sure what that means but I think that`s what they call your type of jet. He also says you`re pretty old, that he`s been working on you since before I was born. Apparently he can`t fix you, do you know why? He sure doesn`t."

She made a few more furious pencil strokes before returning her gaze to me.

"You must`ve seen so much fighting, you`re used in wars aren`t you? What was battle like? What war did you fight in?"

I wanted to answer her.

To say I fought in the war for Cybertron, that I fought for one of the noblest causes: the Decepticons. Oh how I longed to tell her all the things I`ve seen; both wonderful and terrible. The bloodshed I watched; the bloodshed I caused, all those miserable bots I tore apart. Those where the fun times. Of course there was more, I could tell her about my home, the huge metal buildings that towered above even my own kind. I could tell her of our beautiful architecture, our libraries, our academies, our inventions, our creations. Perhaps I would tell her of my comrades, oh there were so many! Or I could go way back and tell her about my brothers, or perhaps she`d be interested in hearing of the femmes I knew?

There were so many beautiful femmes, the most memorable one being my almost-mate Starfall. Dear Primus now that was a gorgeous femme. Clever, cunning, skilled and beautiful; what a wonderful mix. But then the war tore those plans apart. Perhaps it was for the best, it would`ve been much worse if I found out she had the mentality of an Autobot after I took her as a mate.

"All done!" the human suddenly pulled me out of my thoughts, holding her sketchbook in front of me. To my surprise, she had drawn the Decepticon faction symbol.

"It`s a really cool mark you know." She suddenly got up, walking towards my underside and running her fingers along the faction mark there "Where`d you get it from? Did your original pilot paint it on?"

She examined it carefully before smiling up at me, turning her attention back to her sketch.

"Do you think it`s any good?" she held the drawing up to me again "Daddy says I`m talented, but I think he`s biased `cuz I`m his daughter. You aren`t biased, are you? You wouldn`t lie?" she chuckled "Of course you wouldn`t, you can`t even talk; how`re you gonna lie?"

Day 5523

"You sure no one`s going to catch us in here?" a male voice asked and Katalyn giggled, muttering her confirmation before closing the door behind her. To my surprise she didn`t bother turning on the light, and instead began shuffling along the hanger, the male intruder following suit. Suddenly I heard a crash followed by giggles and... moans? Curiosity finally got the best of me and I activated my optic sensors, scanning the room to see my companion pinned to the floor, a male stranger hovering over her.

"God Kitty..." the male groaned, locking his lips with hers. Silently I watched them, not entirely understanding what was happening as he reached under her coverings, struggling to pull them off as their lips continued their little war. In response to his efforts, the femme removed her upper coverings for him, trailing her face down his throat, leaving soft nips and kisses.

Suddenly I understood everything.

The humans... they were... interfacing! Oh my, oh my! I was about to witness this species perform their equivalent of interfacing.

The curious, inventor part of me was thoroughly intrigued. But a different, more insane part of me was jealous. Not only jealous; but furious, how dare this disgusting fleshing distract my companion from me? She was here in my hanger, and for the first time in forever; she was ignoring me! How dare she ignore me! It was all that little males fault; he was distracting her from me!

Wait...

What if the femme didn`t care about me anymore? What if she was done with me like Frederick was? What if she would ignore me like he did now too? Was she going to give up on me too...?

The tiny remains of my sanity were beginning to slip, tearing up my mind as I felt hot white pain sear through me. I felt anger and fear unlike anything I`ve ever experienced before. It was a destructive feeling, and mentally I began to laugh; if it was verbal you would be able to hear the craziness in it. I was losing it! Absolutely losing it, and it hurt! It hurt so bad.

Someone kill me...

Please, kill me! Kill me, kill me, kill me! I wanna die, turn me offline please, anyone please! I`ve done horrible things in the name of my cause, and I know I haven`t shown mercy; and so I don`t deserve any mercy. But I`m begging for it, please, anyone who`s listening; let it be Primus, let it be the essence of the pits itself; show me mercy.

I can`t bare another 1000 days alone, I can`t even bare 1.

End my suffering.

Kill me.

Day 5524

To my utter surprise, I heard movement today.

After the humans left last night, I was sure I`d never see a living being again; that I would be left to my silent hell yet again.

"Hey..."

Katalyn?

The femme was covered in her usual shirt and track pants, her dark brown hair a mess as she looked up at me.

"I`m gonna be 17 soon, and I still talk to you like you`re a person. Am I crazy or what?" she chuckled, shuffling across the room before climbing back up onto my wing. After so much practice, it only took her a few seconds to slip into my cockpit.

"It`s been a while since we`ve just talked." She traced her fingers across my seat in a comforting, soothing manner "I mean I come by almost every day to do homework and blast my music, but we don`t talk like we used too. Most people give themselves pep talks in front of the mirror when they`re alone. But me? I leave my counselling to an inanimate jet. Well, what can I say? Habits die hard." She paused and laughed nervously. For a few nano-clicks nothing was said, and I began to worry she had fallen asleep when she suddenly sat up straighter.

"So anyways." She slowly smiled "I think I wanna study aviation when I`m older, just like daddy. So I`ve been doing some researching, just studying up on some interesting topics here and there. Can you guess what I`ve been researchin` lately?" she paused again, waiting for an answer I couldn`t give "Yep, that`s right: fighter jets. Wanna know what I learned?" Another pause "Well, it turns out if you start up the APU, and toggle to start the main engines, you can turn on a jet? That`s right; no keys needed." As she said that, she began to expertly toggle my switches, smirking as I whirred to life.

Instantly I felt excitement pulse inside me, if only I had control; I would shoot off into the air and never look back. But still, the fact that I was activated didn`t change the fact that I was paralyzed.

"Unfortunately I don`t know how to fly though, so let`s not do anything reckless." She smirked "Plus daddy would be furious. Luckily for us he`s at home right now, but let`s not push our luck, okay? Instead how about... oh, radio?" Katalyn suddenly reached down, her fingers wrapping around a knob as she turned it up.

I didn`t dare move.

My vocal modulator wasn`t damaged, in fact nothing but my T-cog was. So perhaps... was it possible?

"Katalyn?"

The femmes eyes grew huge, her body freezing as she stared at the radio.

"You can... you can hear me?!"

"You can talk..." she breathed slowly "Oh my freaking god you can talk!"

"I... I can." My voice felt so foreign, I hadn`t heard it in ages.

"I`m not crazy..." she was beginning to hyperventilate "All this time you always seemed like you were listening, like you understood. You always seemed so real! Oh my god I`m not crazy! You can talk, you can talk, holy shit you can talk!"

"Yes, we`ve established I can talk" I couldn`t hide the amusement in my voice, for the first time in a long time I felt my spark fill with hope, "Thank Primus... no, thank you! Thank you so much!"

"Wait so... you`re a talking jet? How is this possible? Hold on! I`m not just going crazy, am I?"

"Never mind that, listen to me closely... I need you to remove the plate on my underside, inside there`s a yellow-green mechanism; remove it."

"What? Why?" Even though she was questioning me, she already began moving, running across the hanger to grab a screwdriver from her dad's worktable before returning to my underside

"I`m going to tell you how to fix me... you want to fix me don`t you?"

She suddenly grinned, "I`d love to fix you." She already began unscrewing the bolts holding my panels "I`ve never heard you talk before... I have so many questions."

"Like what?"

"Well for starters, do you have a name?"

"Soundwave.""

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This fic is still pretty experimental for me, I`m still trying to figure out if anyone would be interested in reading such things.

So if you like this, please review. It would mean the world to me.