The oldest of five creations built by a Decepticon scientist and a Neutral repairs-specialist, Soundwave was created in Polyhex City at a time when the Autobots were gaining the upper hand in the ongoing civil wars. Polyhex was still Decepticon territory, but precariously so; Soundwave's mother spent much of her time on the outskirts tending to the repairs of those who defended the city. Although Neutral in the sense that she had doubts about both ideologies and would never have raised a weapon against a fellow Transformer, the bulk of her efforts went toward the assistance of her consort's species, the Decepticons. Soundwave's father held a respected position in the leading research center of the time, DeceptiTech Laboratories, which was involved in perfecting technology for the war effort, among other things.

As was customary for most private creations, Soundwave was first brought to life in a smaller body than the one he has now, this being a more convenient form to assimilate the world in and gain control of his powers. And powers he had from the beginning, though he himself didn't know what to make of them, and spoke not a word about it to anyone. He noticed early that he had a much keener sense of hearing than anyone around him, and often picked up on things that he was obviously not meant to hear. More so than that, however, he found that he sometimes knew things he couldn't have learned by ordinary channels, or heard those around him talking when they had not moved their mouthes. Frightened by these incidents, he pushed them aside and concentrated on his chosen pursuits. Quiet, intense, and studious, he was a voluminous reader with a flawless memory and a consuming interest in science, culture, and history; his greatest pleasure came in accompanying one or the other of his creators to work and taking in their every move. He could be so quiet and unobtrusive that his parents' co-workers often didn't even realize he was there, and wouldn't have minded in any case.

His other great pleasure was in the fascinated pursuit of music, the careful compilation of as many recordings as he could track down and splice together in new combinations of his own. His most prized musical recordings became some of the rare offworld pieces that occasionally filtered back to Cybertron. With his highly enhanced sense of hearing, he could detect notes in these compositions that nobody else could hear. These recordings led him into a phonetic study of alien languages, which he found that he could decode according to a musical/mathematical formula if only he had an extensive enough sample of speech. He also became intrigued by the ways that certain tones, rhythms, and melodies affected mood, even when the notes could only be sensed subliminally; he spent many hours alone with his collection, and just as many in public places playing his recordings softly, and noting the reactions.

Being the oldest among his siblings, it also fell to Soundwave to look after the younger ones in the prolonged absence of their creators, and he did so with the reliable efficiency that had come to be expected of him. Although his interests differed from most of theirs, he had a talent for getting his siblings to do what they had to do and not mind too much; his manner was cooperative rather than dictatorial, so that it always seemed to the others, in the end, that finishing their energon or going dormant on time had been their own idea, rather than "big brother" telling them what to do. Although they puzzled over his strangely deliberate and thoughtful ways, they had an undeniable affection for their oldest sibling, and even at his young age Soundwave became almost a third creator-figure to them. His relationship with his youngest sister, Shadore, was especially close, as she shared many of his literary, musical, and scientific interests. What she didn't know - what none of them knew - was that Soundwave often bolted in panic out the air-access portal in the middle of the night when everyone else was dormant, and flew endless miles through the dark sky to escape the cacophony of voices that flooded his mind in the quiet hours when his guard was down. Aware that his nature somehow set him apart from others, he was not about to make matters worse by telling anyone else about these inexplicable occurances. Aside from this, however, Soundwave's early life was a happy one - his creators, though busy and often absent, indulged their offspring as best they could in their individual interests and quests for knowledge, and did their best to shield them from the ever-increasing incidents of Autobot terrorism that were springing up around the city.

Unfortunately the Autobot presence was becoming more and more pronounced, and one day when Soundwave had accompanied his father to the lab, a troop of them burst into the complex. After a short, intense battle, with the scientists badly outmatched since they were not trained as warriors, the Autobots secured the buildings and began to systematically search the labs. "Stay down, and escape when it gets dark!" Soundwave's father had hissed to Soundwave as they heard the heavy tread of the Autobot soldiers coming down the hall toward their lab. Soundwave, hiding in terror behind a stack of equipment, watched the Autobots gun down his father and those few others who offered resistance, and then drag away most of the other top scientists in the complex, never to be seen again.

As instructed, he waited motionlessly until night fell (this was in the days when Cybertron still had a sun to orbit), and then noticed that the low-ranking technicians and research assistants who remained under guard in the labs, were being released. The Autobots apparently considered them no threat and no use. Soundwave slipped in among a departing group, posing as one of the technicians, and so managed to escape. Berating himself fiercely for not having done anything to help, and for being too small to have been effective even if he had tried, he insisted on having his consciousness transfered to his adult form upon his return home. Virtually overnight, Polyhex had been locked down into martial law under the stranglehold of the Autobot invaders. Soundwave left it behind as quickly as he possibly could, to join up with the nearest organized Decepticon army. In his haste for vengeance and retribution, he all but forgot about his mother and siblings as he left them behind.

In the years that followed, Soundwave trained himself diligently in the art of war, becoming a focused and lethal fighter. His commanders liked him because he never spoke out of turn unless he had something vital to say, in which case his insights were often invaluable; furthermore he had technical aptitudes that far exceeded those of the average warrior. His early interest in music and languages was now translated into a natural talent for encoding and decoding communications signals, intercepting enemy messages, and replacing them with false codes. His co-workers found him absolutely reliable, but a complete mystery on a personal level, as he kept most of his thoughts to himself. He was, in truth, still battling his own inner demons, and hadn't much time for the concerns of others. His steady rage at the Autobots, fueled by self-recrimination, spawned a reckless fuel-lust in battle that was otherwise completely at odds with his nature; and then there were all those voices that crowded more and more into his head, the voices of his nearby comrades when they weren't speaking....

It was during a battle in the Iron Mountains of the northern latitudes that the inevitable finally happened - Soundwave's greater attention to damaging his enemies than to protecting himself, finally caught up to him. He was hit dead-on by a series of shrapnel granades, launched in rapid succession by an Autobot whose presence he hadn't even noticed. He went down in a cloud of black smoke and a hail of metal, his optics shattered, half his face and throat torn away, and lacerated all the way through by half a hundred razor-edged shards. He was not conscious to perceive the end result of the battle - the Decepticons forced into a retreat, and the battlefield littered with the presumed dead of both sides - including Soundwave.

His next awareness was the sound of someone working over him. There was no sensation of touch, and no visual image, and only the familiar sounds kept him from complete sensory deprivation. It sounded familiar, because he had heard these sounds many times before when he'd watched his mother at her repairs - the measured, meticulous, and yet hasty sounds of somebody battling for the life of another Transformer. He finally realized that his tactile sensors must have been deactivated, considering the massive damage he must have taken; and his optics - internal diagnostics told him there were no optics. He tried to make a sound, but there was no response; the voice synthesizer was gone too.

During the long hours that followed, as he faded in and out of consciousness, he could have sworn that he detected glimpses of the individual who was working on him - not visual glimpses, for his optics were totally destroyed, but glimpses of knowledge that seemed to pop into his mind as though they had always been there. This Transformer had retreated into the solitude of these mountains many years ago in order to pursue ... something ... Soundwave couldn't quite catch it - and shunned most contact with others. He'd gone to the battlefield after the armies had withdrawn, in order to gather any parts and supplies that might be of use to him - and had come upon Soundwave, still faintly alive, and had brought him to this hidden cave. Again there was some sensation that Soundwave couldn't quite catch, but it felt like ... the excitement of a grand discovery? But no, then it was gone again.

He felt very faintly that his face and throat were being worked on - a new voice synthesizer installed, a cool, smooth plate being fitted in place where his mouth used to be - and finally a faint glimmer of light as the optic circuitry was replaced, growing stronger bit by bit and finally sharpening into a real visual image as a crystaline red eyeband was locked into place. Soundwave found himself not at all surprised to see the old hermit for the first time - an ancient robot whose design surely dated back to the pre-Transformation days, though he had a faded Decepticon symbol emblazoned onto one shoulder. "Well, Soundwave," he said in a kindly manner, and Soundwave realized with a shock that this stranger not only knew his name, but was not moving his mouth, "I do believe you're going to pull through."

The hermit was, of course, a telepath, and he had sensed the same ability in Soundwave. "It radiated from you," he said later, "even unconscious as you were. Telepaths are rare in our species, and there has never been a scientific explanation for them - but telepaths with the potential to become truly adept, are rarer still. And this is what I sensed in you." Over the next weeks while Soundwave's self-repair systems slowly and painfully mended the damage that the hermit's lack of spare parts and equipment couldn't address, Soundwave explored his newly-understood abilities. He learned how to shield his thoughts from the unwanted and inadvertant intrusions of others; how to selectively pluck information from another's mind; how to enter so completely into the mind of another being that he could know that individual better than they knew themselves. "But it's always a choice on your part," the hermit would emphasize. "You have this ability; now it's up to you whether you're going to use it in a frivolous and voyeuristic manner, or whether you're going to apply it selectively in order to improve the world around you." At each new lesson, Soundwave amazed his teacher with how easily it all came to him, until finally the old hermit said, "Soundwave, there's nothing more I can teach you. Stay here any longer, and I'll be learning from you."

It seemed a cue for him to leave. And the time was right, in any case; during the weeks of solitude in the mountains, Soundwave had been able to center himself in a manner that he had never known before. A calm certainty, a quietly steadfast self-assurance, had settled over him with the realization that the mental abilities that had made him question his sanity for so many years, were in fact a small window onto the secrets of the universe. With this added insight, Soundwave was able to realize that he bore no fault for what happened at DeceptiTech labs, that there was no way he could have changed the outcome. At the same time, his determination to end the Autobot threat renewed itself - not in the desperate, vengeance-crazed manner of his old approach, but in an absolutely unshakeable conviction. He had abilities and talents that were useful; now he had the responsibility to apply them. He took his leave of his benefactor - whose name he never did learn - and re-joined the remnants of his battle unit.

Those who knew him from earlier, detected a subtle change in Soundwave's manner. Always one to keep most of his thoughts and feelings to himself, he was now even harder to "read", with much of the expressive ability removed from his face and voice. It was easy to classify him at first glance as emotionless and efficiently mechanical, but those who worked with him for a while, came to realize that he was anything but coldly unemotional. He had developed a new dedication to the future of the Decepticons and the warriors that made up their forces. He was seldom too busy or too stressed to listen to someone's concerns or offer an encouraging word, and many of his associates came to see him as a confidant, someone they could come to with problems and concerns, who would do his best to work them out and offer surprisingly insightful solutions. He found himself often putting in his efforts to ease tensions in the ranks and to keep everyone on course toward their goal of victory. Soundwave's presence was a calming one, and this did not go unappreciated by his commanders, who found themselves with a more smoothly functioning battle group, less inclined toward insubordination, infighting, and fear-induced anarchy. They began to allow him more time to follow his scientific pursuits, to keep up on the latest developments despite the state of the war - and when Soundwave's battle group joined up with the main Decepticon army under Straxus, to liberate Polyhex, it was recommended that Soundwave be placed in charge of the newly reclaimed DeceptiTech Laboratories. Supreme Commander Straxus, having heard good things from his generals about the scientist/communicator, readily agreed.

At his earliest opportunity, Soundwave returned to his former home in search of his mother and siblings. After his experience in the Iron Mountains, he'd attempted to contact them, but received no response; now he could see why. Shattered ruins littered what was left of the street, where the apartment structure had once stood. What had become of the inhabitants, nobody seemed to know. Had they died in the destruction of the building, had they made it out alive? During the years of the Autobot occupation, it had become impossible to keep track.

Under Straxus' rule, the Autobots were pushed back and held at bay. The war faded to isolated trouble-spots which themselves flickered and died down. There were mutterings among the high command that it all seemed too easy, that all was not as well as it looked - but Polyhex had become a safe city again, re-built past its former glory, and Straxus settled there in his Fortress, content that he had achieved victory. Soundwave, meanwhile, immersed himself in research, pleased that not all of it had to be directed toward warlike applications. Under his direction, the first steps were made toward combiner technology, space bridge travel, and self-contained fields to transport concentrated energon (energon cubes). One of the products of DeceptiTech Labs during that era was Reflector, a robot with three autonomous bodies controlled by a single mind. He was the precursor to the multi-combiner technology that wasn't completed until much later, and Soundwave personally oversaw his construction and infusion with life. Far from being just an experimental curiosity, Reflector became part of the DeceptiTech team, where his three sets of hands and quick wits made him a welcome addition. Even as problems from the Autobots began to manifest themselves again along the equator, the DeceptiTech scientists remained insulated in their own world, lost in the delight of discovery. Several times Straxus threatened to shut down funding as he began to build up his armies again, forcing Soundwave back into administrative capacity. In the course of meeting with and negotiating with Straxus, Soundwave began to form a decided dislike for the Decepticon Supreme Commander, whom Soundwave felt was spectacularly short-sighted. Nevertheless, he managed to avert the shut-downs each time, much to the relief and appreciation of the scientists under his command.

One of these scientists was a specialist in neurocircuitry and micro-sensors by the name of Celene. Brilliant and beautiful, yet demanding, she was on the verge of being fired from another research institution when Soundwave asked to have her transfered to DeceptiTech. Due to his own telepathic and highly enhanced audial abilities, he had a keen interest in her work. Celene proved as difficult as her reputation at first, until she realized that "the administration" was not working against her but in fact was highly supportive of what she meant to do - that Soundwave, far from being just an overseer and paper-pusher, was an accomplished scientist in his own right and had noteworthy insights to offer on her project. She meant to create the ultimate sensor-spy: a small Decepticon who could move with such stealth and was so packed with sensors and recording equipment that he could enter virtually any enemy stronghold, extract virtually any information, and return again as though he'd simply been out on a stroll. Soundwave took great interest in "Project Ravage" and assisted where he could in the design, learning a great deal about neurocircuitry in the process. In time, he realized he'd taken great interest in Celene as well, and the feeling was mutual. By the time the team of project scientists infused life into Ravage, Soundwave's relationship with Celene was unmistakable. Although Ravage was a "group effort," gaining his life force from a number of individuals, there was never any doubt that Soundwave and Celene were the ones he considered his parents. Celene and Soundwave officially became consorts shortly thereafter, and created another offspring together, a daughter named Selenia.

Life was pleasant for a while, although Straxus began to rotate the citizens of Polyhex through mandatory "security patrol" duties as Autobot activity to the south became more troublesome. Celene hated patrol duty, and complained indignantly when her turn came up, saying that her valuable research time was being thrown away on their leader's groundless paranoia, and what use was her presence in the patrols anyway, seeing as she wasn't trained as a warrior? Soundwave, whose former years as a warrior served him well in this task, often took over her shift as well as his own. Unlike Celene, he began to be truly concerned about the safety of Polyhex, as Autobot hit-and-run attacks and bombings began to strike more and more often into the city itself. He finally came to the reluctant conclusion that they were better off moving north out of the combat zone. Having experienced battle against the Autobots himself, he did not wish to expose his family to it.

Unfortunately the decision came too late. DeceptiTech Labs, as the center of innovation, was a resource the Autobots would have done well to target, and they did. A team of infiltrators managed to slip in and plant explosives on a day when Soundwave was filling in for Celene on patrol duty again. His group was just on its way back toward the heart of the city when the ground-shattering explosions went off, unmistakably from the direction of the laboratories. By the time Soundwave got there, the entire complex was a raging firestorm, and only physical restraint by another scientist who had managed to get out, prevented Soundwave from plunging into the flames to find Celene. In truth, he knew she was dead already - his mind had reached out for her upon hearing the initial explosions, and experienced her final seconds of terrified agony. It was his responsibility to his creations that helped Soundwave retain his grip on rational thought and forcibly put aside his own grief for a more convenient time. With DeceptiTech gone, with all but a handful of the scientists and technicians dead, with the war having come full-force back to Polyhex, Soundwave fled the city as much to escape its memories as to take his creations to a safer place.

Ravage had by this time done a great deal of exploring on his own, and had made contact with one of the many minor warlords whose ambitions greatly exceeded his resources, somebody Ravage none the less seemed to think highly of. On his recommendation, Soundwave traveled south rather than north, realizing that they could not run from the war forever, and perhaps it was once again time to choose his options and take a stand against the enemy. Soundwave and his two creations ended up joining Megatron's army, where he offered his communications skills and various other talents, and was readily accepted.

Rapid-fire tragedy had not yet finished with Soundwave, however, because some time thereafter, Selenia was captured by Autobots during an unauthorized mission. Hoping to prove her worth as a warrior, she attacked a group of Autobots on her own, and her drastic inexperience quickly brought about her capture. While being interrogated by the Autobot group leader, she initiated a self-destruct sequence rather than be forced to reveal any Decepticon secrets. Through the telepathic link that Soundwave shared with his creations, he detected this from a distance and tried to stop the sequence - but too late. The telepathic contact was severed abruptly as Selenia's self-destruct sequence reached its conclusion. Once again, Soundwave forcibly put aside his own mourning for the sake of his responsibilities - responsibilities to the Decepticon cause, to the other warriors around him, to the leader who was becoming his friend. Soundwave dealt with his bereavement in his own way, on his own time, often with the sense of not having the right to indulge himself in it while there were others who depended on him to remain composed. It was simply his way, even at the worst of times, to put the needs of others before his own, and so Ravage took comfort from Soundwave's calm focus on his duties, and was in time able to come to terms with the loss of his sister. Soundwave, however, who set it aside "for later," never entirely, truthfully came to terms with it. But shortly thereafter he turned his talents to reviving Celene's research, building additional creations, carefully assembling the infinitessimally delicate cerebral circuitry and infusing them with life - and that in its own way became a partial healing process.

There was plenty more to keep him occupied - Megatron, by this time, was gathering the necessary momentum to make his play for the Decepticon leadership, and Soundwave had become an invaluable part of his power structure: communications expert, scientific advisor, repairs specialist, trusted confidant. As a number of Soundwave's new creations were built along the lines of Ravage, packed with recording and observation equipment, he began to slip more and more into the unofficial role of espionage coordinator as well. Through countless raids, battles, ambushes, and one ecological disaster so horrendous as to shake Cybertron loose from its very orbit, Soundwave fought at Megatron's side as the equatorial armies pushed their way northward. For the second time in his life, Soundwave was witness to the triumphant return to Polyhex as Megatron swept aside the Autobot resistance blocking him, gathered splinter-groups of Decepticons into his own forces along the way, and forged into the capital city to issue his battle challenge to Straxus: "One shall stand, one shall fall. For the leadership of the Decepticons!"

Much to Megatron's disappointment, Straxus had already fled the city. But the new Decepticon leader was too pragmatic to waste time chasing him down; with the entirity of the Decepticon forces now united under a single rulership, Megatron turned his considerable energies against the Autobots. Never again, he swore to his followers, would the Decepticons be second-class citizens on their own homeworld; the very universe lay open to them, and they were no longer to be denied. Soundwave, characteristically, would stay to the background - always close by, but always unobtrusive - seemingly impassive, but all the while weighing Megatron's words and actions against the currency of the future ... and in the final analysis, when he observed the dynamic and brilliant commander who had given the Decepticons their sense of purpose again, who would carve out a better life for them if he had to do it single-handedly, whose courage and dedication inspired them all to be so much more than what they were - Soundwave could not help but feel that he had chosen his commander well, and his friend even better. A great long road still stretched ahead of them, littered with pitfalls and tragedies as well as joys and triumphs - but Soundwave, as was his nature, would persevere - and contribute to the eventual victory as only he could.

(The rest of the story from here is continued in part by the first- and second-season cartoon episodes. Needless to say, there's more - a great deal more - but there's not enough storage space on the entire Web to tell it.....)