Notes:

The spiders will be known as arachnoids. That is all… For now…

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"No not that one. It's too round," Sari shook her head. Bulkhead moved to the pumpkin next to it. "No. too orange." Bulkhead moved to the next one. "Perfect!" Bulkhead nodded and bent down to pick it up. He lost his grip and the pumpkin spattered on the ground.

"Oops, sorry," he apologized. Sari sighed.

"I still don't fully understand the purpose of these fruit," Optimus said.

"It's simple," Sari replied "We cut a hole in the top, take out all the gunk, carve a face in, put in a candle, and bam! A jack-o-lantern. We can even use the gunk to make pumpkin pie."

"And the purpose of the jack-o-lantern?"

"Decoration."

"And the meaning of this 'Hall of Wean' is to dress up as colorful characters, go around town to different houses, and ask strangers for sugar coated nuggets?"

"You say it like it's a bad thing. Besides there's more to it than that. You're also supposed to scare people. But the most important part is picking out your costume. It has to make a statement, and it must get people's attention." But Optimus was no longer listening to Sari. His attention was drawn to a large, purple stuffed spider hanging from a tree that looked all too familiar…

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"They're beautiful aren't they?" Elita-1 hugged Optimus's arm.

"Yeah…" Optimus trailed off and stared at the amazing crystalline spider webs which crossed the entire canyon from cliff to cliff, "Any idea what they are?"

"I have no idea."

"Optimus! Elita! Come on, let's get moving," Sentinel nudged the two forward.

"Uh, Sentinel," Optimus said, "Didn't you ever think there was a reason this sector is off limits?"

"Aww, what's the matter Optimus? Getting scared at the thought of fun?" Sentinel laughed and messed up Optimus's hair. Optimus matted it back in place with his hand.

"Yeah, Optimus," Elita smiled, "Didn't you ever want to see a real life Decepticon ship? Just think of the history!"

"History?!" Sentinel laughed, "Pft, think of the Energon! Those guys hoarded it. If we find that buried treasure we'll be set for the rest of our lives!"

"Which we can spend in the Cybertronian Stockades if we get caught," Optimus objected.

"Fine you can wait on the ship if you're too scared Optimus," Sentinel wrapped his arm around Elita and led her further into the canyon. Optimus sighed and followed close behind.

"I guess someone's gotta keep you two from getting in over your heads," Optimus sighed.

"Us? In over our heads?" Sentinel defended, "We never get in over our heads!"Just then, the ground cracked. The ground broke apart and caved in, sending the three plummeting. They landed with a loud thud inside a cave. Optimus looked up. The hole was too far up to get out that way. Optimus turned his gaze to Sentinel.

"What?"Optimus shook his head and got up then turned around. "What?!" Sentinel repeated. Optimus could hear something.

"You guys hear that?" Elita looked around for the source of the sound. Optimus couldn't quite make it out. Clicking? Chattering? He clicked on his flashlight.

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"Boo!" Optimus jumped at the sound of Bulkhead's voice. Bulkhead took off the bedsheet with eyeholes.

"Like my costume?" he grinned, "I'm gonna wear it tonight."

"What's got you so jumpy?" Bumblebee asked.

"Just a ghost," Optimus walked away, "From my past…"

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"Velcome. I am Count Dracubee. I vant to drink your blud," Bumblebee said in a cheesy Slavic accent which matched his cheesy Dracula outfit.

"Oooooh," Bulkhead moaned, "I am the ghost of Bulkheaaad!"

"You guys look like the worst Amazo-man villains ever," Sari giggled.

"Oh yeah? Then what's your costume like?" Bumblebee retorted.

"Nope. It's a surprise," Sari looked at Optimus who was still staring into space, "In fact, I've got a lot of surprises in store." Sari sneered and jogged off. Meanwhile, Optimus was lost in his memories. Elita. Sentinel. The cave… But he was snapped awake when suddenly, the huge arachnoid appeared before him.