(A/N: This occurred to me, one day. . And I decided to take a crack at it. On with it.)

(Cybertron. Millions of years ago.)

An eons long Civil war, has ravaged the metallic planet. Leaving it barely sustainable. The two factions of the war. The Autobots and the Decepticons. The Decepticons had attempted to conquer the planet. . But, wound up, practically destroying it.

The leader of the Autobots, Optimus Prime, devised a plan to evacuate their entire planet. .

But, Megatron, leader of the Decepticons, wasn't going to allow them to leave, without his approval. But, he had an alternative. If he couldn't stop them from leaving. . . . He'd destroy them all.

One of Megatron's most loyal subordinates was Soundwave. Surveillance and communications officer . He stood in the war room, as his leader spoke. Megatron declared, "Soundwave. . The Autobots are planning to escape. You are to go to Iacon, and destroy their precious Ar"

Soundwave loyally replied, in his robotic voice, "Yes, Lord Megatron." He headed to the Autobot capital city, and infiltrated their Headquarters. He dispatched his minions. Laserbeak, (his bird like minion) Ravage(his cat-like minion), Rumble, Frenzy, and others. . They took apart the enemy's main computer systems.

However. . Soundwave listened in on a group of Autobots, having a conversation. Random soldiers, nothing else.

One said, "So. . We're just. . Going to abandon our own home planet? Just like that? "

Another replied , "We don't have any choice. The entire planet is dead. Ravaged by the war. If we stay, we doom ourselves."

The last, clearly a Sergeant, said, "Yeah. The enemy really did a number on this place. But, we aren't exactly guiltless. So, now we have to get off the planet. Find somewhere else." He looked around, "Like everyone else. . I wish we didn't. This world is our home. Spent most of my life here. But . . That's just how the universe is, isn't it? "

Soundwave felt something in his spark. Was it. . Regret? Sympathy for the enemy? Couldn't be. Soundwave deleted his own emotions, to process data faster. The only things he cared about. . Were his cause. . And his minions. Aside from that. . He cared for almost nothing.

His minions, after gathering data. . Also listened to the enemy's conversations. Were they. Sympathetic to the Autobots? Guilty for destroying their own home planet? Who knows. Soundwave would stop by Shockwave's lab and have this examined later.

As they were about to make a flawless exit. They were spotted by Prime. Optimus said, claimingly, "Soundwave. . If you feel sympathy. . I will offer you, to join our cause. If you choose not to. . Once and only once, will I grant you this opportunity. To leave, without struggle. "

Soundwave replied, "For now. . I will simply leave. Should anything happen. . I shall contact you." He left. Prime kept his word. No Autobots followed him, as he returned to Kaon. Capital city of the Decepticons.

As he returned. . With the information transferred to the mainframe. . He had a conversation with his cassettes.

Ravage, the female of his cassettes , asked, "What are you feeling boss?I thought you weren't supposed to feel anything?" She had been concerned about him. He created them. Looked after them. He never asked anything in return. So, for him to feel sympathy for a faction they fought against for so long. . Was concerning.

Soundwave replied , "Unknown." He didn't know what was going on. Whatever it was. . He needed to get rid of it. . And fast.

Rumble suggested, "Maybe we should take Prime up on his offer. Head back to Iacon. See what happens ."

The other cassettes debated. Soundwave replied, "I will decide, after I see Shockwave."

Unbeknownst to them. . Megatron, was watching them.

The Decepticon leader said, in anger, "Soundwave is one of the most loyal subordinates I have. I will NOT lose him to the Autobots!" He looked to Skywarp, another loyal soldier . He said, "Keep an eye on our Communications officer ."

(With the cassettes.)

Soundwave took a walk before seeing Shockwave. Hoping to get his mind off of this. . Sympathy for the enemy.

The cassettes were by themselves. Waiting for their master's return. Rumble spotted a female Decepticon, hoping on a ship. Deserting the cause. Knowing Soundwave saw all. . She fought them. . Skywarp saw it all go down. Soundwave ran out, to see what was going on. However.. By the time he got there. . He saw Skywarp destroy the ship. . Taking the female. . And all but two of the cassettes with it. Each one sent Soundwave a signal. Saying it was an honor to fight with him. . But, their time had come.

Soundwave walked over to Rumble. The cassette said, smiling through his pain, "Don't worry about us. We always knew this day would come. For us to join the Allspark. It was an honor. Just. . Take care of the other two." He soon faded. Dead.

Soundwave brought the heavily injured Ravage to the med Bay. Shockwave repaired her. . But, she could no longer connect with Soundwave.

Soundwave KNEW Megatron ordered Skywarp, to keep an eye on him. So. . Now, he killed Soundwave's only real friends. Just to spite him.

Even Shockwave could tell what was about to happen. He told Soundwave, "If you do switch sides. . It seems logical. It was nice to work beside you." Soundwave only nodded. Shockwave said , "Now. . Take Ravage and Laserbeak. . Get out ."

Soundwave took that advice. He took his cassettes. . Minorly damaged the Decepticon ship. And headed straight for Iacon. Surrendering.

Optimus said , seeing Soundwave surrender, "Why have you returned?"

Soundwave replied, despair in his robotic voice, "The Decepticons betrayed me. They are a cause, I have no desire to serve further." He soon explained all to the Autobots. However, while their leader said he was now one of them. Others , immediately became cautious. Soundwave understood. Knowing his past. . Who wouldn't be at least, slightly hostile towards him?

However. . After helping the dinobots out of Shockwave's lab. (Soundwave helped sabotage the space bridge.).. The Arc made its voyage. Some scattered to the wind.

However. . On Earth. . Soundwave, with five other Autobots (seven, counting the cassettes) protected the human race.

(A/N: Important. In all other Prime universe stories. . Soundwave is described as he looks in the Prime universe. However , here. . He looks (and speaks) like the G1 Soundwave. Other differences . . Will be noted in part 2