Bulkhead, Serenity, and Sari are looking through a window at one of the toy stores. "So, what do you want for your construction date celebration?", Bulkhead asked.

Sari laughed slightly. "You mean her birthday, Bulkhead?", Serenity corrected.

"Maybe something sweet? Maybe something pretty? Something loud.", Sari said. Then, a little kid came out of no where, riding a stuff pony, and fires at the store.

"Attention shoppers! I'm Professor Princess, and I'm here to save you. From all these awful violent toys.", Professor Princess said, throwing some sharp flowers at the store. Bulkhead stopped some of them, though.

"How about we take this somewhere else?", Bulkhead asked. "You didn't say please!", Professor Princess pointed out, as she shot exploding stuff animals at Bulkhead.

"Speaking of violent...", Serenity said, going over to make sure Bulkhead was alright. "Onward, powder sugar! Let's discontinue these knotty battle toys once and for all!", Professor Princess said.

As the unicorn was about to shoot at the store, Serenity quickly stepped in her path. "I don't want to hurt you.", Serenity said.

"Then, from one princess to another, get our of the way!", Professor Princess threatened. "This girl needs to cut down on some sweets.", Sari said, as she plugged in her key turning up the volume on some speakers.

Serenity quickly moved, as the sound caused the girl to be distracted, as Bulkhead grabbed the unicorn's horn which caused it to explode destroying the pony. "Powder sugar! No!", Professor Princess cried.

"Thanks Sari, Seri! Couldn't have done it without you two.", Bulkhead thanked, as they fist bumped and Bulkhead pretended to be in pain. "Please.", Sari said, sarcastically, and Serenity laughed at his antics.

"A powerful tool, wielded by such carelessness by a mere child. I would put that key to much better use.", Megatron said, working within Sumdac's lab. He then turn the screen to look at Princess Serenity.

"And to think after all this time, you and I would finally run into each other.", Megatron continued. Mr. Sumdac walked in, examining Sparkplug.

"Poor, Sparkplug. Last year's birthday present and she's already forgotten you. It's my daughter's birthday and I need to make her the perfect present.", Mr. Sumdac said. "Perhaps I can be of some assistance in that matter. I've observed that both your daughter and Princess Serenity have a keen interest in the odd sound patterns you Earthlings seem to enjoy.", Megatron told him.

The professor soon smiled at this. "Music, yes! She does love it. The louder, the better, apparently. Interesting the princess enjoys it too.", Mr. Sumdac said.

"She's just like her mother in that way...", Megatron said. "You knew the princess's mother?", Mr. Sumdac asked.

"Yes, but right now is not the time to discuss it. Coincidentally, my seemingly limitless spare time, I have been tinkering with plans for a interactive musical robot. Is something wrong with it?", Megatron asked, as the professor had a puzzled look on his face. "No, its perfect! I just wouldn't expect an Autobot to design something to entertain a human.", Mr. Sumdac said, as he walked off.

"I assure you, it will be more fun than your daughter can handle.", Megatron said. At the park, they have the decorations all set up for Sari's party.

"They came.", Mr. Sumdac said. "Of coarse they came. Your their parent's boss.", Sari commented, as the children approached.

"I hope we don't have to stay long. That girl is a weirdo.", one kid said. "Who knows? Maybe she got better.", another kid said.

Sari then took a sip of punch and spat it back into the bowl. "Yuck! Too sweet.", Sari said, in disgust.

"Way worse.", a third kid commented. The kids then all turned to leave.

But, before they could leave, Optimus Prime, Princess Serenity, and the rest of the Autobots arrived and transformed. "Greetings, children! And happy day of birth, Sari.", Optimus said.

"I believe the term is, 'happy birthday', right Serenity?", Prowl said, stepping closer to Optimus. "Correct!", Serenity said.

"So, let's get this party started!", Bulkhead yelled out, while running which caused the children to fall all over themselves. "Whoops.", Bulkhead just said.

Sari then was seen smacking at a purple dinosaur. "Here it comes!", Bumblebee cheered.

"Swing.", Prowl commented. "Give the old Bulkhead treatment, Sari!", Bulkhead called out.

"Why exactly is she swinging at that colorful animal?", Optimus questioned. "In human tradition, the animal, or otherwise known as the 'piñata', is stuffed the sugar cubes that the humans enjoy, and they smack at it to let out their frustrations, and let themselves fill up on cubes as a reward, it also helps with their emotions at a certain time in the females life.", Serenity explained.

All the humans and robots looked at the princess weirdly. "At least that's what I understood about it.", Serenity said, as she blushed.

"Smack it! Smack It already!", Ratchet yelled out, getting frustrated that it hasn't been destroyed yet. "I think Ratchet needs one.", Bumblebee whispered to Serenity.

Prowl laughed at the antics. "Hold on, Sari! I'll help and I don't even need a bat!", Bulkhead yelled out, as he covered his eyes with one servo and went to hit the Piñata with the other.

"This will not end well.", Prowl commented, as he destroyed the park and Sari's party. "How did I do?", Bulkhead asked, looking around.

"The idea is to celebrate the kid's birthday. Not make it her last one!", Ratchet yelled out. At hearing this, the other kids began to back away, only to be stopped by Bumblebee and Serenity.

"The party can't end yet.", Serenity said, as she tried to make the kids to stay for Sari. "So, who wants to go for an Autobot ride?", Bumblebee asked, as all the Autobots transformed.

The kids quickly cheered at this, as they fought over who rode in Serenity. But then, they all started to get into the others, even a grumpy Ratchet. 

"Please say it!", one of the kids begged Optimus. "Okay... Transform and roll out.", Optimus said. 

And that's what they did. "Hey! I just got ditched.", Bulkhead yelled out. 

"No, we just got ditched.", Sari corrected him. "I don't think those kids liked me anyway.", Bulkhead said, sadly. 

"I don't think they liked me either.", Sari added, also upset. "I know just the thing! How about opening some presents?", Mr. Sumdac said, trying to cheer his daughter up. 

"Yeah, good idea! Now, I know how much you like music, so...", Bulkhead said, taking out his present. But, Sari wasn't paying much attention to him, as she looked at the gift her dad gave her. 

"Whoa...", Sari said, pushing a button, as a little robot started up. "I am Soundwave.", the robot stated, before dancing and turning on music. 

"This is awesome, best present ever! So, did you get me anything, Bulkster?", Sari said, before turning to face Bulkhead. Ashamed Bulkhead out his present away. 

"Oh nothing...", Bulkhead said, walking away. "Bulkhead, you shouldn't be ashamed of the gift you got her.", Serenity said, pulling up. 

"I thought you were with the others.", Bulkhead said. "I looked behind and saw you guys weren't there. Besides, you can't celebrate a birthday without the birthday girl.", Serenity said, transforming after her human got out. 

"Uh, can we go now? The others are getting ahead!", the human complained. "My friendships matter more than winning a silly race.", Serenity said, walking over to Sari with Bulkhead and the human. 

"Hey, Sari! You wanna come with us? Hey, nice toy.", Serenity said, clapping her hand to the beat. "Hey, Seri! Isn't this the coolest gift ever?", Sari asked, as she kept dancing. 

"Wow!", the other human said, stating to dance with Sari. Serenity then started to dance. 

"Come on, Bulkhead!", Serenity called out. Bulkhead started to dance, but when he did he caused Sari and the others to fall down. 

"Maybe I should just head to the base.", Bulkhead said, walking away. "You sure, Bulkhead?", Serenity asked. 

"Yeah, you guys have fun with Soundwave...", Bulkhead sadly said, walking away. Back at Sari's house, Soundwave was still dancing and Sari had a bored look on her face. 

"If only there was a way to make you even cooler.", Sari complained, as she looked at her key. She then put it inside of him, causing him to be even louder and sending Sari into her bed. 

"I am Soundwave.", the robot stated. "Sari, are you in here? Where have you been?", Bulkhead called out, using his arms to lift himself up to Sari's room. 

Serenity then appeared next to him using her wand. "It's been days, Sari. We got worried.", Serenity said, before she looked at Soundwave. 

"That is a cool toy, but he looks different.", Serenity commented. Sari then rolled off the bed and walked towards Soundwave. 

"Never been better since I got Soundwave! And I did make some improvements on him.", Sari said, pushing her key in even further. "You sure you should be using your key on that thing?", Bulkhead asked. 

"What? It's just a toy.", Sari said, as she continued to dance. "Oh, but he is so much more, Earth child. After all, I designed him just for you. The more you use the key, the more he evolves. Little do you know you're helping me create my new robotic body.", Megatron said, as he watched the trio through Soundwave's eyes. 

Bulkhead then gently hit the back of Soundwave, making him drop out the key, and Serenity grabbed it. "Don't you think using the key on that toy is a bad idea?", Serenity asked, handing the key back to Sari. 

"Why?", Sari asked her. "Rampaging Dinobots, Bumblebee's turbo upgrade, Blackarachnia draining the life out of every plant and animal in Detroit.", Bulkhead stated, agreeing with Serenity. 

"Okay, you're both right. You know, I never did get that birthday ride.", Sari said, climbing onto Bulkhead, as he started to lower. Serenity had her back turn to Soundwave, so she didn't see it look in her direction. 

"Hey, did that thing just- Nah.", Bulkhead said, as he continued to lower himself. "Did he what Bulkhead?", Serenity asked. 

But, he didn't hear her. Serenity walked over to the Soundwave toy and looked at it, curiously. 

"Calm down, Seri. You're starting to sound like your uncle.", Serenity said, as she lowered herself down. "It appears that, if I want the new body and the princess, I will have to separate the child and princess from their dim-witted, but powerful friend.", Meatron said, looking at them. 

That night, as Sari slept, Soundwave reached for the key. But, Sari woke up before he could do anything. 

As Sari sat up, she saw him standing on the foot of her bed. "Soundwave? How did you get up here? Huh, who cares.", Sari said. 

She then went to push the button. But, he wouldn't turn on. 

"Come on! Why won't you power up?", Sari asked, annoyed. She then plugged the key into him. 

"I am Soundwave.", Soundwave stated. "Guess you just needed a jump start.", Sari said. 

Soundwave then played some music to where all the robots came to him. "This is-", Sari started, but Megatron finished her sentence in the lab. 

"Very unexpected.", Megatron continued. Sari then walked over to the phone. 

"Wait till Bulkhead and Seri hear about this.", Sari said. Soundwave then received a command from Megatron. 

"Soundwave, intercept the transmission.", Megatron ordered. Soundwave then let out a cord to the room where the phone was. 

Meanwhile, Bulkhead was playing with the present he had got Sari, but became flustered with himself and began to break it. "That would be a waste, now wouldn't.", Optimus said, stopping Bulkhead from destroying it. 

"Yeah, just like getting traded in for the new singing and dancing model.", Bulkhead said. "A toy isn't the same as a friend, Bulkhead. She'll come around.", Serenity said, placing a hand on Bulkhead's shoulder. 

"That makes sense in the cogs. But, it doesn't feel right in the old spark plugs.", Bulkhead said. Before anyone could say anything, Bulkhead and Serenity got a call. 

"Sari, is that you?", Bulkhead asked. "Hey, Sis! How are you?", Serenity asked. 

"I'm good, I have something to tell you. Especially you, Seri! I know you thought Soundwave was cool, I have to tell you more about him.", Sari said, excitedly. "Soundwave, huh? Can't wait to hear.", Bulkhead said, sarcastically. 

"What happened, Sari?", Serenity asked. "Can I meet you two in the park? I promise you won't be disappointed.", Sari asked them. 

"Activate voice modulation, Bulkhead and Princess Serenity.", Megatron commanded. Soundwave then did the perfect version of Bulkhead's and Serenity's voices. 

"Why would we want to hang out with a little brat like you? If you like Soundwave so much, why don't you upgrade him into your new best friend?", the fake Bulkhead said. Then, the fake Princess Serenity said, "I have more important things to hang out with some mere human." 

"Fine! Maybe I will!", Sari angrily said. She then slammed her phone down. 

"Ouch!", Serenity said, rubbing where her commlink was. "Hello? Sari, are you there? Hey, who is this?", Bulkhead asked, but the phone call ended. "Who needs those two buckets of bolts anyway. We'll go without them.", Sari said, as her teacher robot turned on. 

"Good morning, Sari! Today's lesson-", Tutorbot said. "Is going to have to be a music lesson. Let's go, Soundwave.", Sari said, cutting him off.

At the park, Sari was surrounded by a bunch of humans all cheering for her and Soundwave, as some trash robots were drumming on each other. But then, the Autobots arrived and Bulkhead knocked over the trash robots. 

"Sari, get away from Soundwave! He's not what you think he is!", Bulkhead yelled out, as he reached for Soundwave. However, Sari stood in front of him. 

"What do you care, Bulkhead?! I'm just a dumb little human brat.", Sari angrily said. "I'm telling you Soundwave is-", Bulkhead tried to said. 

"He's harmless! You're just jealous.", Sari said, cutting him off.  "So tragic when a friendship goes wrong. Perhaps we can help end it.", Megatron said, as he caused Soundwave to point something at Sari. 

"I can have other friends! Can't I?!", Sari exclaimed. "No!", Bulkhead yelled out, as grabbed Soundwave and tried to protect Sari. 

But, before he could smash it, the others stopped him. "Bulkhead! Stop!", Optimus yelled out. 

"But, was going to blast her! Look!", Bulkhead shouted out. They looked and saw it was a horn. 

"I think the big guys taken too many hits to the core pressor.", Bumblebee commented. "No, I thought I saw something, too.", Serenity said. 

She then went to step closer, as the toy's arm broke off. "You broke him on purpose! Ah, great! Now, I have to fix him.", Sari said. 

"Sari, wait!" Serenity said, as she placed her servo on Sari's hand. "Maybe Ratchet could do it. You know just in case-", Serenity continued, before Sari cuts her off.  

"Knock it off! You act like you care, but don't you have princess duties to take care of?! You don't have time for a mere human.", Sari angrily yelled out. "That's not true.", Serenity told her. 

"I'm finally popular for once and not the weird girl and you want to take that away from me! You don't know what it is like. You're the great princess of Cybertron, so you're always perfect!", Sari angrily shouted out. She then placed her key in Soundwave, which caused him to work again. 

"I want one of those, too.", Bumblebee said. "Let's roll on home.", Optimus commanded, as they all transformed. 

He then turned to Bulkhead and Serenity. "Give her some time. Sari's a good friend, she won't abandon you.", Optimus said. 

"I don't know. Ever since she got Soundwave, she's been acting different.", Bulkhead said, as he lowered his head. "Yeah, well she's not the only one.", Serenity added. 

They then transformed and drove off, all except for Serenity. "You coming, Seri?", Bulkhead asked. 

"No, I think I'll keep a eye on Soundwave.", Serenity told him. She then whispered to Bulkhead. 

"Something's up. Yeah sure, it looked like a trumpet, but does a trumpet aim. I saw a red beam pointed at Sari and, whether she likes it or not, I do care for her. I'll let you know if anything happens.", Serenity continued. "Thanks, Seri.", Bulkhead said. 

He then drove off, as Serenity watched from the sidelines. Later that day, Sari and Soundwave waited for the train. 

Megatron tried to take control, while Serenity followed in vehicle mode. "Curious, Soundwave appears to have evolved technical suffocation, and Cybertronian abilities I had not anticipated. Perhaps my new body is ready for a test drive. Soundwave, return to me. Soundwave, respond. Return to me at once!", Megatron commanded. 

"Come on, Soundwave!", Sari called out, as she boarded the train. "No. I will no longer take orders from you or any other human.", Soundwave said, as the train door closed and took off leaving Soundwave there.

Serenity had tried to get close to Soundwave, but a fire had broken out in a building and she was trying to help the people evacuate. "What a great spy I'm being.", Serenity said, sarcastically.

Meanwhile Soundwave watched, as the humans mingled with the robots. "Illogical. Robots are superior to humans yet forced to serve them. It is only logical that humans be slaves to machines.", Soundwave stated.

"That last serge from the key must have altered his core processor, he had become...", Megatron thought, as he looked over Soundwave's plans. "I am self-aware. I am Soundwave.", Soundwave finished Megatron's thoughts, as he looked at a TV screen.

Then, Megaron appeared on it. "Who are you?", Soundwave asked.

"I'm Megatron. Your creator of sorts, I'm a Decepticon, and I share your distaste for humanity. This key is the source of your strength, your evolution into what you are now. Unfortunately, it's in the possession of a human child.", Megatron informed, as he showed pictures of the key and Sari. This infuriated Soundwave.

"The key must be retrieved. Humanity must serve machines.", Soundwave stated. "Precisely, only one thing stands in our way. The Autobots.", Megatron added.

"Illogical. Autobots are machines.", Soundwave stated. "They are traitors who live to serve the humans. They have convinced the princess of Cybertron to join them. She does not realize what she truly is, you must convince her otherwise.", Megatron said.

"Conclusion. Autobots must be destroyed. The princess must be turned.", Soundwave stated. With that said, Soundwave sent out a, well, soundwave that caused all the robots to be under his control.

Some of them even attached themselves to him, which caused him to upgrade into a Optimus Prime sized robot. "I am Soundwave. I am a Decepticon. The revolution begins now.", Soundwave stated.

Just then, Serenity arrived, she had followed the robots to the source. "Soundwave? Is that you?", Serenity asked, keeping her distance.

"Princess, you must come with me.", Soundwave said, as he started to approach her. "No way!", Serenity told him.

She then took out her wand and shot him away from her. "Listen, Soundwave. I don't want to hurt you. You just came to life, you can join the Autobots and help protect life.", Serenity said.

Soundwave got up and looked at her. "I am a Decepticon. The Autobots are traitors. You do not belong