"Soundwave."

The communications officer turned slowly to see Airachnid standing behind him, sneering at him with those jagged teeth of hers.

"I believe you heard that Megatron has promoted me to second-in-command while Starscream is absent?"

Soundwave nodded once but leaned his slim hip casually against the computer station. Airachnid frowned at that.

"You ought to stand at attention in the presence of a superior officer."

Irking Airachnid was something Soundwave actually enjoyed. Tilting his head slightly to the left, he simply stared at the spider-Bot.

"Stand up, Soundwave!"

An alert pinged in Soundwave's audial. Megatron was on his way back to the bridge. Calling up old audio, Soundwave mocked Airachnid with Megatron: "Decepticons! I have returned!"

Airachnid seethed for a moment before lunging the few feet between them, slamming Soundwave against the console and pinning his arms with two of her legs. "Listen to me, Soundwave," she hissed. "I am your superior, Megatron's right hand, therefore I have the right to do anything to you." She lifted a hand to his mask, scraping her fingers gently along its edge and leaving thin scratches. "I could even remove this if I chose."

Soundwave bore his gaze into her, daring her to attempt it. Laserbeak sensed his master's rage and unbolted the locks attaching him to Soundwave's compact abdomen, ready to attack.

"But no," Airachnid concluded with a smirk. "I like an air of mystery."

Soundwave responded by letting a tentacle slither out of him and grip her hand, forcing it away from his mask. Tapping into the place where their EM fields intersected, Soundwave radiated hostility to her, making her purse her lips.

"What a rebellious creature," she sighed ruefully, flexing her hand in his grip. "How many of these do you have?" When he failed to even twitch at her words, she shrugged. "Well, no matter. If you make any move against me, I'll be able to count these tentacles one by one as I rip them out."

Soundwave accessed Starscream: "Allow me to be crystal clear - Legend tells of one capable warrior, one who exists here." Megatron next: "I honed my skills in the pits of Kaon!" And last Skyquake: "It will be a shame to crush you, bug. But it is my duty."

"A shame, really? I didn't know you cared about anyone," Airachnid commented.

Megatron: "It has been some time."

"I hope we can work together to change that," Airachnid whispered dangerously. Soundwave watched impassively as she bared her teeth, letting venom drip from them. Some of it splashed onto Soundwave's chest, narrowly missing Laserbeak, but the communications officer didn't even flinch. A tendril of acidic smoke curled up between them as Airachnid hooked one claw under his chin and brought his face close to hers. Soundwave still made no struggle against it. The moment to impale her had to be precise.

"Airachnid."

The spider jerked back from Soundwave at Megatron's voice.

"What are you doing?" the warlord demanded as he stormed forward.

Airachnid waved a hand airily. "Just...communicating with Soundwave."

Soundwave pulled himself up from the console and stood at attention, which not only aggravated Airachnid but also revealed to Megatron the swiftly spreading burn on his chest.

Megatron glowered when he saw it. "Soundwave, come here."

Obediently he moved forward, but as he traveled up the steps to the higher platform, Soundwave stumbled, his vision twirling in different dark colors. Though he had planned to exaggerate the damage Airachnid had done, he hadn't expected this.

Megatron's hands wrapped around his elbows, pulling him upright. Soundwave vented quickly, trying to pull away so he could stand on his own, stuttering out Starscream: "...sensors must-t-t be faulty - "

"'Communicating' with him, Airachnid?!" Megatron shouted angrily. "You've wounded him and impaired his ability to perform his duty!"

"Apologies, Lord Megatron," Airachnid said hastily, bowing low. "I shall accompany him to Knockout's care."

"No!" Megatron snapped. "I will do it myself." Thus, keeping ahold of one of Soundwave's arms, he led him down the hall. "Soundwave," he muttered in a low tone when the door to the command center closed behind them, "I believe you should monitor Airachnid and keep me appraised of her...trustworthiness."

Soundwave glanced up at him disappointedly, protesting Starscream: "I do not wish to question your all-seeing wisdom...I believe it is in Lord Megatron's best interest that we ensure his enemy's destruction." Then Optimus: "I might derail its objective by removing its head."

Megatron shook his head. "No, not yet. She must not suspect our distrust of her. Only when she betrays us will I allow you to do what you wish to her." He stopped, gesturing for Soundwave to enter Knockout's medical bay. Nodding his thanks, the COMMO went for the door.

"Oh, and Soundwave?" Megatron called after him.

Soundwave tilted his head slightly, signaling his gained attention.

"Do not ever use a recording of Optimus Prime in my presence again." Megatron was calm as he spoke, knowing that Soundwave didn't need anything harsher.

Nodding once more, Soundwave left his master with a swiftly growing satisfaction. He was quite looking forward to his next encounter with Airachnid.