Summary: Elita did not fall that day on the Spider lair. Optimus did. See how things turned out from then on. TFA AU where Elita is Team Leader of the repair crew. Rated T cuz there will be no slash - or shouldn't be - in this one.

Rating: T for a bit of violence but nothing too much

A/N: Okay, this idea came to me me after I read a comic of a reverse situation of Elita-Optimus in TFA. Where Optimus becomes the spiderbot and Elita team of the repair crew. Only Sentinel stays the same asshole we all know and love to hate XD So here is goes, I hope you enjoy. It will be a short story, but I'm sure of it'll be a oneshot just yet...

I wish it was me instead of you...

"OPTIMUS! NOOOO!"

Elita screamed when she saw that Optimus's grappling line had been severed by a falling sharp rock and that her friend was falling back into the pit below, soon to disappear into the fire and mass of spiders waiting below. She pulled herself up to the ledge and then looked down into the hole just in time to see Optimus disappear into the flaming pit below.

"Elita!" Came Sentinel's voice behind her and she turned in time to see him run to her. "Where's Optimus?! We must go find him!"

She restrained him as he was about to jump into the pit below. It pained her to the very spark to have to say those next words.

"No, Sentinel we can't! The energon's going to blow up! We must run! Now!"

She forcefully had to pull him along as he was shouting for Optimus and trying his hardest to go back and save him. They stopped far enough from the blast range not to get vaporized when the energon did explode, causing a tremendously powerful blast and a shockwave that sent the both of them flying backwards. Sentinel was the first back on his pedes and he looked with such a terrible agony shading his optics at where his best friend had most likely been killed. He then turned on the small femmebot and harshly pinned her to the rock wall behind them.

"Optimus! OPTIMUS! He's not deactivated! he can't be! Elita, look for a life signal!"

Elita took a scanner out of subspace to try and locate a Cybertronian life-force below ground. She begged the machine to give a sign, anything to let her know her friend wasn't dead. She tried several times, setting the controls more and more precisely, but after half a groon, she had to admit defeat. She lowered the scanner and her head at the same time, optics dimming in saddened realisation.

There was no life-signal to find.

Optimus was deactivated.

"This is ALL YOUR FAULT!"

She gasped when she was pinned to the rock wall behind her hard enough to dent her plating, and stared up into Sentinel's contorted faceplates. She forced herself not to look away. The look in his optics said that he was putting a huge effort into not tearing her head off right now. She saw only pain and the weight of a terrible realization, the same as hers just moments ago. She tried to placate him, calm him down somehow.

"Sentinel please! There was nothing-..." She started, but she was cut by the larger mech, clearly angered and pained beyond listening to reason.

"NO! Save it Elita! You didn't do nearly ENOUGH to save Optimus!" He let go of her and if he saw the deep dent his powerful grip left in her collar armor, he showed no concern for it. He was shaking with rage. "I'll make sure you're thrown out of the Academy if it's the last thing I do for this!"

He stomped away towards the ship and Elita's spark sank, she knew that Sentinel and Optimus were very close, like brothers, and that his loss must be even more painful for him that it was for her. She let her shoulders slump and follow him in silence. A few moments later, their ship blasted into the atmosphere and disappeared into space.

Meanwhile, underground...

If they had bothered to look more closely, to go back and make sure Optimus was indeed deactivated with their own optics, they may have had the chance to save him. As they were getting away from the blast radius, Optimus woke from a short loss of consciousness, groaning and rubbing his head. He heard hissing and clicking all around him, and red eyes were looking at him with cold, feral calculation from within the darkness.

"No... Stay back!" He whispered, scuttling away on his skidplates only to bump into another of those monsters that was right behind him.

Before he could move away, something bit him in the leg and he screamed, it was like fire was spreading through his lines! More bites followed until his body was nothing but fiery agony, venom coursing through him and interfering with his cybertronian circuitry. His body was bending and twisting in a horribly painful way.

"Aaah... AAAAAH! Nnnng!"

He writhed in pain, feeling his body start to melt, change and mutate due to the way the spiders's venom merged with his circuitry. It felt like it lasted for hours, but it was in fact only a few breems. When the pain finally stopped he was on all four panting, feeling sick and odd, like his body wasn't his own anymore.

"No..." He hissed, his own voice sounding weird and wrong to his own audios. "Primus NO!"

He started to touch himself, exploring the horror that he had become, and the more he felt the more horrified he was. Some parts of him were still metallic and hard, but others were softer and more chitinous like those spiders. He had claws on his hands and feet, but his boots still fit over his transformed pedes. His energon lines were intertwined with organic fluid vessels carrying venom and a foul looking organic blood merged with energon. They pulsed disgustingly along his neck, sides and abdomen with an inner purplish glow. All the angles of his armor were gone and it was now more rounded and smooth, his glass chestplates replaces by a more organic looking translucent matter with the eyes of his alt-mode on each sides under his chest plates. It was also a sickly black and greenish-purple in color, not to mention the protrusion on his lower back looking like the rounded, elongated abdomen of a spider. He still had armor plates covering his legs and arms, between which more energon lines and 'blood' vessels were pulsing.

But the worst was his face and head, were the most gruesome of transformation had happened. Gone was his cybertronian helmet, optics and his faceplates. It was all organic matter and a few electronic parts up there. Red biolights were lining each sides of his head and his ear finials looked more like wicked-looking organic horns on each side of his head.

But his face... When he touched his face he almost passed out from the horror of what he felt. There was a puddle of water close by, and the light from his now red eyes and biolights were enough to let him look as his own twisted reflection. And he screamed, long and harsh, at what he saw. He now had two sets of red eyes, cold and feral, set in the middle of a hollow depression filled with pulsing organic vessels and energon lines. Those eyes seemed capable of moving separately too and he could look in many directions at once. His noseplates had vanished completely leaving only a slightly raised ridge separating the upper part of his face in two. His mouth was larger, wider, and filled with razor sharp fangs that, he had a feeling, could tear into metal and flesh easily. Making him a carnivorous creature...

He was a monster.

He sobbed and curled into a ball on the ground, hugging himself in that position. His processor/Brain just refused to process the information and he was left numb and unresponsive for a long while, until instinct and a growling stomach, pushed him to rise and stand. The spiders were still close, he could hear them and feel their presence but they were not attacking anymore. They must think he was one of them now... which was kind of the truth. A hunger the kind he had never felt before made some new instincts awaken inside him and pushed him to hunt for a prey. He realized that this meant he had to feed on organic matter to survive now, blood and meat, to sustain his organic half. He let out a long, agonized, desperate keen. What kind of horrible thing had he become?! He held his face in his hands and sobbed more, kneeling in the middle of the large cavern, until he could fight that instinct no more. Without even stopping to think if it was possible or not, he transformed into his new alt-mode, a spider exactly the same as the ones that inhabited this world, and let instinct take over for he didn't want to think. Didn't want to feel. He just let the spider take control and took a back seat for the moment. Letting his thoughts run rampant into dark, very dark directions...

Why hadn't Sentinel or Elita come looking for him yet? Were they deactivated? Transformed like him in some other part of those caverns? Or... They just fled and left him for dead. Left him here at the mercy of the monsters, to be killed by them! Out of fear or on purpose? Either way... He'd been abandoned to become a monster. Anger rose along with the hunger as he thought of his so-called friends. Why hadn't they come looking for him?! It had to have been at least a day by now since he fell! Where were they? Did they just leave him behind, not bothering to look for him? Cowards! Traitors and cowards! They ran and left him here to rot, a monster, a freak of nature that they would rather destroy then look at!

He realized soon enough that the low, angry hiss that he heard was coming from him, but this time it didn't freak him. It just made him angrier and his mandibles clicked together in reaction to that emotion. So they left him, then why should he be concerned for them?! They left him for dead huh? Maybe they even planned it? Was he in the way? Oh but they can be happy together now that he was out of the picture!

His train of thoughts was cut by the sound of a small animal somewhere ahead of him. Immediately his instincts took over and he hid in ambush, waiting for the prey to come into his range. When it did - it was a small feline-like creature not unlike a Earth cougar - he fell from the ceiling and sunk his fangs into the soft flesh of his helpless prey. The prey let out a yelp of pain and surprise and tried to run away, but he pounced again and pinned it to the ground. He waited until the life drained completely from the small form before he started feasting on it. A part of him was horrified and disgusted by this act. Another was just watching, detached and unfeeling to any of this. It wasn't long until he was done feeding and he walked away from the remains of the small animal.

His steps led him back to the room where he was first changed. He transformed back into his bipedal form and looked around with a bit of confusion. What was he going to do now? He couldn't go back to the Autobots! They'll lock him in a lab and dissect him to see how he works! So he was on his own... A monster not by choice but by a twisted turn of fate and the betrayal of those he thought his friends, left to fend for himself in a very unforgiving universe. He bared his impressive row of fangs and clenched his clawed hands at his sides, an unholy anger rising inside him once more. He kicked a nearby debris and uncovered a helmet doing so. he tilted his head and took the helmet in his hands, examining it. It would help conceal his ugliness... Only his optics and mouth would be visible.

He looked into the holes of the helmet's eyes and came to a conclusion. A slow, nasty grin spread on his faceplates, making him look even more horrifying.

"So they left me here to die did they? Maybe they thought they could get rid of me, or were they just cowards and fled without bothering to look for their friend." He spat the last word venomously, his fangs clicking together as he snapped his mouth shut hard, hissing. "Well, traitors or cowards, they'll PAY for what they did to me! I'll kill them, and I'll make sure they enjoy every second of it..."

He laughed and it was a raspy, hissing, ugly sound, evil and twisted, a far cry from the kind, soft voice he used to have. He lifted the helmet over his head, slowly lowering it to cover his face. Once it was secured in place, he grinned widely again and laughed a bit more, it was still a disturbing sound to hear. This mask was his new identity, his new life that started here, today, on the remains of his old one. Optimus Prime was a good mech, a loyal friend and a kind spark. What stood now was a twisted echo of that mech, bended beyond recognition. Therefore, Optimus Prime was no more. Optimus Prime died, killed by those spiders. Now... only the spider lives. And the spider needed a new name that went with the new look. His fanged grin widened and his red eyes glinted wickedly as he chose a name, then he sealed it out loud, making his rebirth official.

"Optimus Prime is dead. My name is now... Tarantulas!"

A few solar cycles later, Cybertron

"Cadet Elita One, you are hereby expelled from the Autobot Academy and Ineligible to join the Elite Guard. I hoped that someday, you'd achieve greatness, perhaps even prove yourself a worthy Magnus. But clearly, being an heroine isn't in your programming."

Ultra Magnus's voice sounded like a bell of doom chiming her demise as Elita stood in front of the Autobot Council. Her head was held high and proud despite her spark feeling lower then dirt right now. Since they had returned from that ill-fated trip to the spider planet, Elita had been put on trial for abandoning a comrade and failing to rescue them. Fortunately, the charges of murder by neglect had been dropped and she was only faced with those charges, which were serious enough already. Her hopes for the future and her career were over and she had to accept the fact that she will most likely be relegated to a boring backwater, uneventful job for the rest of her function. IF she was lucky.

At worst, she'll spend a few years in the Stockades before being given the worst job anyone can think of. However, Ultra Magnus may have sounded harsh but she could still see warmth in his optics along with the disappointment. Sentinel was just glaring at her from the sidelines and she averted her optics from him. He had made it clear in their last conversation that their friendship was over...

She shouldn't be thinking about it now. She looked up at the Magnus and had a simple nod of acceptance at his words. She deserved it. She let Optimus down and it cost him his life. She deserved worse, but if Ultra Magnus felt that she still deserved a chance to prove herself, who was she to contradict him?

"In one Solar Cycle, you'll be assigned to a new team, a space bridge repair team. You will be their team leader, Elita Prime. Do not disappoint me."

Ultra Magnus gave her a small smile as she lifted an optic ridge at this. A promotion? She thought she was going to be demoted and thrown into the streets.

"Yes, Ultra Magnus, Sir. I'll do my best with this new assignment." She finally said, finding her voice back.

"Good. You will be leaving in one Cycle. Dismissed."

She walked away and out of the room, wanting to avoid crossing path with Sentinel once more, but that was apparently too much to ask for. He caught up with her before she left the Council Chambers and put a hand on her shoulder.

"I don't know what Ultra Magnus was thinking with that promotion, Elita, but don't get any ideas. You're finished, and you'll be repairing space bridges for the rest of your function if I have anything to say about it!" He sneered at her from his greater height and she couldn't help but glare up at him, her lips thinning in a faint line.

"Ultra Magnus thought I deserved a second chance. Why can't YOU give me one, Sentinel? We were friends before all this..." She retorted, crossing her arms over her chest defiantly.

"He's a fool We both know that you aren't worthy of second chances, Elita!" He leaned closer and narrowed his optics, the look ice cold and unforgiving. "And I'll make sure he realize that before you manage to cause the death of another good mech!"

With that he spun around and disappeared around a corner. She balled her fist, anger flaring inside her. How dare he?! Who's idea was it to go there in the first place?! He was such a hypocrite, refusing to see his own fault in this mess! She let out a frustrated huff and stomped out of the building. She had a transport to catch.

One solar Cycle later, remote space bridge location

"Uuuh... Hi, I'm Elita Prime and I'm your new Team Leader for the repair crew."

The four bots she was going to lead all looked at her up and down and she felt like she was submitted to a deep scan. The old medibot, ratchet, crossed his arms over his chest and lifted an optic ridge, his stare was the most critical.

"Awfully young to be a team Leader, aren't you? Academy bot?" he asked, more curious and judgmental.

"Uhu yes, yes, I did receive an Academy training. I had to leave not too long ago." She replied, not wanting this to make her feel embarrassed or unworthy in any way. She was a Prime for frag's sake! Magnus made her a Prime for a good reason and she was going to live up to those expectations!

The smallest of the group looked up at his big green friend and whispered something to him and both giggled, which made her look their way. She crossed her arms over her chest and marched right up to them.

"Is there anything funny, soldier? Maybe something you'd want to share with the rest of us?" She asked, chilly and no-nonsense.

"Uhu, nope, nothing Ma'am!" The small yellow bot replied, standing at attention. apparently she wasn't the only one with an Academy Training.

"Mhm, I see, well, if it's nothing, then you won't mind telling the rest of us what made you laugh like that on my expense, do you?" She continued, absolutely not fooled by his little game.

"I... I was just... uhu... Telling Bulkhead how cute I think you are! Ma'am!" he was blushing so hard that she couldn't help the amused smile to spread on her lips.

"Oh, is that so? Bumblebee, right? Well, Bumblebee, I'm flattered, but in the future, please refrain from that kind of comment behind my back. I'd really appreciate it."

She had already turned around to talk to the last mech of the crew when she heard the small bot whisper something to his big friend once more.

"Wow, she's grumpier then Ratchet!"

She paused but opted not to answer this time around. This little yellow bot seemed to be an insubordinate by nature. he could cause trouble, she'll just have to handle him carefully. Prowl, the last of her team, was a bit apart and had too crossed his arms over his chest. he seemed not to care about what the others were doing or saying, lost in his own thoughts. She stopped in front of him.

"You're Prowl, right? I read in your file that you have trained to be a Cyberninja. Is that accurate?"

He looked at her and his visor flashed in what almost looked like annoyance. He sighed and nodded, his expression still kind of cold and closed off.

"Yes, it is." he simply said, considering the matter closed as he made to leave and return to his tasks.

"Wait, Prowl, why in such a hurry to leave?" She put a hand on his shoulder when she asked it and immediately felt him tense. She let go and let her hand fall back to her side.

"I see no point in introductions. You already read all our files. Now, if I may be excused?"

"Of course..."

She watched him leave and then disappear behind a few boulders. She felt a hand on her shoulder and looked back to see Ratchet standing there behind her with a small smile on his lips. She smiled back, she already liked the old medibot. He felt like a grumpy yet very kind fatherly figure.

"Don't take it personally, Prime, he's like that with everyone." A loud crashing sound from somewhere behind made him wince and sigh a long-suffering sigh. "You'll get use to that odd little band of repair bots. Even if sometimes you might want to slap some sense into them!"

And then he was gone to go yell at Bumblebee for being careless once more and at Bulkhead for not watching where he was aiming that wrecking ball of his. She couldn't help but smile more and chuckle, they were a funny lot. She had a feeling that her life may not turn out to be too dull after all.

A couple of Vorns later, Earth

It had been a difficult time to say the least, since they woke up on this planet. After finding the Allspark on some remote sector and almost being destroyed by Megatron, the crash landing on this little green and blue planet, they awoke to find out that not only were they stranded there, they still had to protect the Allspark from the Decepticons. As proven when Starscream attacked them and almost took the Allspark for himself...

Now, a couple of months later, Elita was still wary and wouldn't let her guard down. Their little human friend Sari was a great help, though, and as the guardian of the Key, she felt like it was her and her team's duty to protect the girl. A little girl who, right now, was explaining the holiday the humans called 'Halloween' to them.

"So, if I get it right, you humans dress up as ghoul and monsters to scare each other's and exchange sweets in return?" She must have sound really confused for Sari burst out laughing.

"You make it sound likes it's a bad thing! Halloween is FUN! You'll like it!"

"Uhu... Thank you but I'll pass." She replied, still not convinced.

"You really need to chill out Boss-Bot!" Bumblebee commented, trying on his own Dracu-Bot costume.

Elita rolled her optics and smiled indulgently. She turned around... only to walk into a spider dangling from the ceiling. She yelped and leapt back, slashing at the ugly thing with her twin daggers. She didn't stop until it was in pieces and only then did she realize that it was only a toy. A stuffed toy made to look like a spider. She lowered her weapons and then put them away with a huff.

"I just don't see the necessity of this... holiday."

"Well, d'uh, how 'necessary' was it to destroy a fake spider?"

Sari then walk away to help Bumblebee and bulkhead with their costumes. Elita just watch them leave and shake her head. Old ghosts were coming to haunt her tonight, it seems... It must be the atmosphere of the holyday creeping up on her. She retired to her room, decided not to let anything else get on her nerves tonight.

It wasn't long at all until Sari and the others were ready to go Treat or Treating. When she saw the little girl, a elegant optic ridge rose in surprise, along with the corner of her mouth. Sari had dressed like her for her night out and it was... flattering. her costume was quite accurate too. She bent down low to look more closely, and Sari giggled up at her, mimicking her voice and saying.

"Oh, I am Elita Prime, and I am afraid of spiders!"

She frowned and blinked a bit, straightening up.

"I do not sound like that. Do I?" She asked her teammates and both were giggling and trying to hide their amusement. "Oh fine, have a good evening out then."

"Transform and Roll Out!" Sari shouted mimicking her speech once more and she bent low again while the little girl giggled. "Sorry, couldn't resist!"

Later, as they were walking the streets and Sari was explaining everything about Halloween to her friends, Bumblebee suddenly saw something very creepy on a roof. A giant spider! A fragging HUGE spider was staring back at him! he yelped and climbed Bulkhead to hide behind him.

"What? What is it?!"

"Big! Huge! Scary! Lots and lots of legs! Up there!"

"Where? I don't see anything!"

"It was a giant spider! Huge, 8 legs, spin web and crawl up walls! The whole deal!" Bumblebee pouted, annoyed that no one was believing him.

Until Elita's voice cut through the trasmission.

"Wait back up, Bumblebee! You said spider?"

"Boss-bot? Were you listening in the whole time?"

"Stay where you are!" Elita's voice was kind of worried now and she sped away from the base to get to their location. she had a sinking feeling in her processor core. "I'm on my way!"

The communication had just been terminated when something big dropped from a roof behind Bee and Bulkhead and Sari pointed, going ale in the face, before screaming at the top of her lungs.

"AAAAAH! SPIDER!"

He had been observing them for a while now. He had arrived on Earth only a few days after Starscream was defeated, and while seeing that the insufferable seeker had been defeated by a bunch of repair bots left him completely cold, to see whom such bots were was another matter entirely. The one who was leading them, their Prime...

It was her.

Elita.

So she had been promoted for what she did o him huh? That wasn't surprising at all. Typical Autobot hypocrisy. He hissed in anger and pondered about slaughtering her and hersad little team right there and then, but decided otherwise. Especially after he saw the little human girl use that Key of hers.

That key...

It was the solution tom his problem! What could give him his life back and rid him of his disgusting organic half! He HAD to get his claws on that key! But for that, he had to get to the girl while she was alone... So he watched and waited. One thing that his thousands of Stellar Cycle of suffering had taught him was patience. An opportunity would present itself sooner or later.

And an opportunity did appear, a couple months after his arrival. It was a night where everything scary seemed to be out and about, so mending in wasn't so hard. If he stayed very still he could pass for some ornament. So he waited and when they were within his range... he acted. The small yellow one seemed to have spotted him when he moved though and he had to quickly make his next move before he could raise the others suspicions. He dropped from the roof behind the two mechs and the little girl screamed when she saw him.

"AAAAAH! SPIDER!"

Of course the two morons spun around and pointed weapons but he disarmed them and put them to sleep with a small dose of venom so quickly they couldn't even land one punch on him. The little girl ran to her friend with her key out and tried to revive them but it didn't work. because of his organic venom of course, he supposed. he bent low close to her in his bipedal form now and spoke up. His voice was creepy and the little girl had a move to back away from him.

"Come on child, you're safe now."

"They're my friend!" She protested. "I won't leave them!"

he snatched her up into one large hand and jumped to a nearby rooftop ignoring her pleas. She struggled and screamed and even tried to bite him, the little demon. it only made him annoyed and he plucked her in front of his faceplates, baring nasty-looking fangs in her face and hissing threateningly.

"Stuff it, brat!" He smirked very, very creepily and added, as if a second thought. "I could eat you, you know. I need organic meat and blood to keep alive... So here's the deal. You shut the frag up and I won't eat you. How's that sound hmm?"

She gulped and only nodded shakily, going limp and quiet in his grip. With those fangs of his, she had no doubt he could do as he said and eat her in one bite. He chuckled and it made chills run down Sari's spine. His voice sounded like wet gravel in a ancient cave...

"Good girl." He said patting her head in mocked tenderness. "Oh and by the way, nice costume." He laughed again louder and jumped to another rooftop, landing lightly and ready to pluck the key from around her neck to use it on himself.

"Let the girl go!"

He stopped and without tuning, smirking a nasty fanged smile, addressed the fembot that had just landed on the roof behind him.

"Oh, you want to save that little organic's life?"

His voice was sweet but held a dangerous hissing undertone. Slowly he turned, seeing the expression of shock and horror on Elita's faceplates. It made rage and resentment flare up in his chest and he felt the need to dig into the wound even deeper.

"Last time we met, you didn't know what saving a life even meant."

He had fully turned now and Recognition started to dawn in Elita's optics. Her mouth hung open as he she studied him up and down. He was different but she recognized the general shape and dimensions of this body. She slowly shook her head and subspaced her twin daggers, shocked into silence for now. It couldn't be...

"O-Optimus?..."

"Ah, so you do remember me now. Not that I expected it, after all, you left me to die on that Primus forsaken planet! And the name is Tarantulas now! Optimus died a long time ago..." He snarled, baring sharp fangs at her, claws tightening minutely around the small girl in his grip. She cried out in alarm when she felt pinpricks pierce her tender skin.

Her optics narrowed and she spotted the decals on his shoulders. Decepticon... She felt something break, and harden at the same time, inside her spark at the view of those purple insignias on her former friend's had become incredibly silent and still and was looking between the two with wide, tear filled eyes, too affraid to say or do anything else but listen, right now. For a brief moment her eyes met Elita's and she smiled shakily, trying to ne brave. Tarantulas was still and tense as well, and his grip was becoming painful for the little girl, but she didn't say anything, just winced, and waited, Elita would save her... She trusted her.

"I see that you changed your allegiance, Optimus." She stated and her voice,though sadened and hurt, held a fair amount of coldness and anger as well. "You are a traitor then... I could naver imagine that you, of all mechs, would defect."

"After what happened to me in that cave, I had no place left amongst the Autobots, and you KNOW IT' Elita! You, and all of your kind, DESPISE and FEAR organics and techno-organics alike! If I had ever returned, I would have ended on a dissection table, as a test subject!" He retorted, bitterness and long burried pain surfacing freely in his words, laced through the venomous bite of his lashing comeback. "So I chose the side that would have me and that sis not automatically see me as a monster upon laying optics on me! The Decepticons are many things, not all of them good, but at least they aren't as prejudiced as the Autobots, and a lot more accepting of differences!"

As he was speaking, his grip on Sari tightened and the little girl yelped feeling the sharp edges of those claws pierce her tender human skin and little drops of bloodswell to the surface, superficial indeed, but the girl was terrified. Elita's optics immediately hardened and she had her weapons back in hands in a matter of seconds, ready to fight. Sari yelped and wiggled, trying to bite the fingers that were holding her tight. All she got for her trouble was a harder squeeze. Tarantulas looked down at her with narrowed optics and a warning hiss.

"Remember what I told you about behaving? I can still eat you and take the key from your remains."

"You will do no such thing, Optimus! Let her go now!"

The spider-bot smirked widely and in one swift movement, threw the little girl in the air towards Elita, riping the key off her neck in the same movement.

"You want her? Then CATCH!"

Once he had the key and Elita was busy catching Sari, he was quick to open a panel on the side of his chest and put the key in the slot there. Immediately there was a incredible reaction, a shockwave of energy burst from him and soon enveloped the whole city. Elata wavered and Sari slipped from her grip, already the little girl was looking withered and deadly ill. She fell over the edge of the roof but caught herself on a flagpole. Elita ran to the edge and saw Bumblebee and Bulkhead arriving down below.

"Stop the spiderbot! We got Sari!" Bumblebee shouted.

Elita immediately turned back to Optimus. He was on his knees and screaming in pain, waves after waves of energy bursting from him. He was going to die of she didn,t stop it now, and kill this entire city with him!

"Optimus! It's the key! Its killing you! Your spark can't survive without your organic half! Take it off!"

"I.. can't!" He snarled, pain shooting through his every circuits and limbs. "Elita!"

he extended a clawed hand towards her and she fought to get closer and get the key out of him before it was too late. She finally succeeded and tore it off the slot on his side to throw it off the roof. Optimus crumpled on a heap when he was freed and groaned in pain, clutching his chest. he panted and didn't resisted when he felt hands help him to stand. Once he was on his pedes he looked down at Elita who was so close to him, curled against his chest and smiling up at him. For the briefest of moment he almost thought they could go back to what they used to be... almost.

"Let me help you Optimus! Come back to the Autobots! I'll find a way to help cure your body!" She said, reaching up to caress the side of his face, soothing and so tempting.

She was a traitor and a coward! She didn't deserve a second chance! No Autobots did! he let out a angry hiss and pushed her away, making her land on her skidplates.

"And then what? I'll end up a lab rat locked up for the rest of my very short existence! No Elita! There's no going back! It'll be a long time before I'll ever trust an Autobot again..."

With those hurtful words he was gone, flying of the roof using webs to quickly disappear in the night. Elita watched him go with saddened optics and shook her head, a single tear sliding down her cheek.

"Oh, Optimus... I'm so sorry..." She whispered to the silent night.

Further away on a roof, another being was watching the full moon. Tarantulas stood silently for a long moment, and if it wasn't for his shoulders slowly moving, and tears sliding down his cheeks under his mask, no one could guess of the pain he was feeling. Elita... She thought she could help, but there was nothing anyone could do. Especially no Autobots.

They had no idea of the loneliness he was forced to endure in those long, long centuries since his transformation. Ten vorns... it had been ten vorns since that terrible day. He hugged himself, lowering his gaze. They had no idea at all... No one knew of his suffering! No one cares! They all left him to die, forget about him!

He could trust no one but himself. That was a lesson he learned the hard way.

-End...-