Soundwave was found living on the streets by Ravage, Buzzsaw, and Laserbeak, a barely-coherent derelict driven to the brink of insanity by his uncontrolled mind-reading powers, which bombarded him with the thoughts and emotions of all around him. "Smelling" some decency within him, Ravage elected to share with Soundwave the secrets of control he had learned years of mastering his own enhancing olfactory senses, teaching him the art of focus. The quartet lived together on the streets for some time, until Soundwave, slowly gaining control over his abilities, was approached by Senator Ratbat with an offer of employment. The senator saw a political use for Soundwave's mind-reading, and while Soundwave was disgusted by Ratbat's Functionist attitude toward his beast-form companions, he accepted the offer for the position it would afford him. While in Ratbat's employ, Soundwave and his three companions were refitted so that they could store within his chest as cassettes. Soundwaves

When the ex-miner and revolutionary rhetorician Megatron caught Ratbat's eye as a champion of the illegal underground gladiatorial matches, the senator sent Soundwave to offer Megatron funding and weapons technology, seeking to foster political instability for his own profit. When two Autobots were discovered listening in on their conversation, Soundwave dispatched his three cassette partners to capture them. After their capture, he read Bumper's mind to see if there was any immediate threat to Megatron's activities. Megatron Origin #2

Brought to the gladiator arenas, Soundwave was questioned by Megatron over his opinions on Ratbat's activities, but Soundwave—assaulted by the thoughts of the huge throng of gladiators around him—struggled to answer. Impressed by the way in which Soundwave viewed his cassette partners as equals in outright contradiction to the Functionist standards of his employer, Megatron permitted him to read his mind, and there, Soundwave saw Megatron's genuine desire for all Cybertronians to be equal. The strength of his desire became something for Soundwave to focus upon, and his dedication to the Decepticon ideal of equality allowed him to finally master his mind-reading powers, shutting out all other distractions and making Megatron the stillpoint his life revolved around. Soundwaves