Soundwave didn't like the looks he was getting from all of the ponies. With the exception of Vinyl Scatch, Octavia, and Pinkie Pie, everypony was looking at him with looks of concern. And if he didn't know any better, anger. Which seemed odd considering how peaceful they seemed to be.
"What's a 'Decepticon'?" a pony asked.
"I don't know." another pony replied.
"Is it good, or bad?" a third pony asked.
"I have no idea." a fourth pony said.
"Well, I for one, would like to find out." a fifth pony said "Twilight, do you know anything about a 'Decepticon?"
"No I don't Rarity." Twilight said.
"Well don't you have some kind of egghead way of finding out?" Rainbow Dash asked.
"I assure you that such a thing is not as easy you may think." Twilight said "Magic isn't something that can just solve any problem that comes along. There are limits to it. And I'm no miracle worker."
"Do you at least have something that could answer our question?" Applejack asked.
"There is one thing I could try." Twilight said "Remember our fight against Discord?"
"Ugh! Don't remind me!" Rainbow Dash groaned "And your point is?"
"I could potentially use something similar to that memory spell I used to free you girls from his mind control." Twilight explained "But there is a catch."
"What is it?" Fluttershy asked.
"Seeing as this spell will be cast on a robot, and not a pony, I will have adjust the spell a little. And I don't know what might happen. So I ask all of you to stand back. And if anything happens please don't panic." Twilight explained.
"We'll try to keep that in mind." Rarity said "Best of luck Twilight."
"Thanks for your support." Twilight said, and began to approach Soundwave. Everypony else began to back up, except for Vinyl Scratch. She raced forward and stood between Twilight and Soundwve.
"Stop!" Vinyl Scratch said "I don't want you to hurt Soundwave. I know him better then you do, and I know he's harmless."
"I'm sure you believe that, but it's your word against ours." Twilight said "I'm really sorry cousin Vinyl, but I have to do this. This is the only way I can be certain if we have nothing to fear from him."
"So you're gonna hurt him?!" Vinyl Scratch asked.
"This shouldn't hurt him." Twilight explained "That much I can promise you. Now please stand aside."
Vinyl Scratch sighed "Oh, alright. But I'm warning you Twilight, if you hurt Soundwave in any way, shape, or form, I will not hesitate to blast you with my bass cannon on full power!"
"Thanks for the moral support." Twilight said sarcastically, and approached Soundwave.
"What are you going to do to me?" Soundwave asked.
"I'm gonna have a little look into your past, to decide if you are friend, or foe." Twilight explained, and lit up her horn. "Now, hold still. If you move I can't promise you won't be harmed." Soundwave reluctantly obeyed as Twilight flew up, placing her horn on the Decepticon's head. Before long Soundwave's memories began to appear.
"I am Soundwave." a much smaller version of the bot said. The tiny bot was completly lacking of any of the distinctive features of the fully built Soundwave, including the logo. Twilight watched as the "human being" called "Sari" used her mysterious key to upgrade Soundwave again and again, whenever she felt he wasn't cool enough as it was. With each upgrade Soundwave began to gain a few features, including two little speakers that were mounted on his shoulders.
"No. I will not serve you, or anyone." the upgraded Soundwave said, rebelling against the voice of Megatron. As the memories continued Twilight witnessed Soundwave's hatred for humanity was born, and how he was "convinced" that humans wished to enslave machines. And then she saw Soundwave make the decision that would change his life.
Soundwave somehow managed to lure several pieces of machinery over to him, they attached themselves to the robot, and slowly built him up. At last the upgrade was complete. Soundwave now had a body made of earth metals, and Twilight took notice of the fact that the body seemed to be a purple color, instead of blue.
"Soundwave transform!" Soundwave shouted, turning into his newly acquired vehicle mode. From there the memories showed him trying to control every machine in the city of "Detroit". Only to be defeated by "Bulkhead".
Twilight was shocked to see that the memories continued from there. Showing how Soundwave rebuilt himself into what he now was, as well as showing him building "Laserbeak" and "Ratbat". And gaining a new voice. She then saw Soundwave take his revenge on the "Autobots", trapping them in an illusion, and brainwashing them into serving him.
The memories seemed to fly by as Twilight watched Soundwave's carefully constructed plan fall apart. And then:
"Time to change your tune Soundwave." "Optimus Prime" said "Operation: Face the Music." The "Autobot leader" proceeded to leap up, and whack Soundwave repeatdly with "Ratbat". Smashing the once proud "Decepticon" into scrap.
From there the memories showed how Soundwave came to Equestria, his attempt to start a robot revolution, and how Vinyl Scratch managed to open up his spark to the magic of friendship.
Twilight winced slightly as the spell wore off.
"Well?" Rainbow Dash asked "Can we trust him?"
Twilight paused. She had to think really hard about what to say next. On the one hoof the memories didn't lie, and they showed that prior to his arrival in Equestria Soundwave had been nothing but trouble. But on the other hoof the most recent memories showed that such a thing may no longer be the case, and the "Decepticon" could just be lonely.
"Come on Twilight. Tell us!" Rainbow Dash demanded.
Twilight sighed "I think we don't have anything to worry about from Soundwave. He may be a 'Decepticon', but I think that such a title doesn't really fit him anymore. Right now it would seem that he's perfectly content just to make some friends."
The mood and supsicion of the ponies defused shortly after that statement. And for the rest of the evening Soundwave actually started to enjoy himself. All the same he was glad when the party was over.
"See ya in the morning Soundwave." Vinyl Scratch yawned.
"Indeed I will." Soundwave said.