When Megatron and Blackout were revived by Starscream, Soundwave directed their attack on Optimus Prime and got a front row seat to watch them all get beaten to a pulp. When the Fallen emerged to lead the Decepticons, Soundwave also got a front row seat to watch him get his face torn off by a Super-Powered Optimus Prime.
Megatron got sick of Soundwave sitting in space and watching everyone die, so he called him down to aid in a third incursion on Earth. Sentinel Prime, the renegae Autobot leader, aided the Decepticons in bringing Cybertron to Earth. Soundwave helped the Decepticons in their attack on Chicago and divided the command between him and Barricade. However, Barricade was killed so Soundwave attacked the Autobots and took many of them prisoner.
He began executing the Autobots one by one, but was conveniently prevented from killing Bumblebee by a malfunctioning spaceship that had been hijacked by Autobot insurgents that landed near him, allowing Bumblebee to turn around, hit him several times, knock him over, electrocute him and steal his guns. Blinded, Soundwave writhed around and was crushed by another ship, which didn't kill him. After removing the ship from his destroyed body he desperatly looked around for a way out, but he fell into Bumblebee's arms who preceeded to stick a gun to his neck. Ignoring the Decepticon's pleas for mercy, Bumblebee blasted his head into atoms and therw his body aside, avenging the deaths of his executed comrades.