Since I love the OPxBA pairing from Animated, I've decided BlackArachnia deserves a few organic friends. Sooo, here's a fic I thought up.

Also, a G1 canon will make an appearance! The other two are just my OCs.


BlackArachnia was miffed…no, more than miffed.

She was heartbroken.

Optimus was the problem. Actually, ALL the Autobots contributed to her misery. But Optimus was the main source. Thanks to him, she was an eight legged FREAK. Sitting on the edge of Issac Sumdac's tower, she contemplated how she was going to get back at Prime…and how to do it discreetly.

-

"Oh my, who is that?" Issac Sumdac was looking at the femme sitting on his roof via a security camera. "And how did she NOT set off the alarms?"

"That?" Megatron asked curiously. He was looking at the screen too, and was surprised to see one of his followers seated solemnly on the edge of the tower. "I know her. That's BlackArachnia." The Decepticon leader conveniently forgot to mentions she was one of his soldiers. "She's the only techno organic amongst my fo…friends. It was a terrible accident, really."

"Really? What happened?" Issac asked curiously.

"She was abandoned on a planet filled with spider aliens." Megatron explained. "Their venom had a strange effect on her, and turned her into what she is today."

"That poor girl…"The scientist said, remorse in his voice. "I…we should help her out."

"Hmmm…"Megatron mused quietly. As much as he didn't care about that femme's feelings, this was a perfect opportunity to expand his still small army. You could never have to many soldiers. "I agree. After all, I did try to save her." This was obviously a lie, but he was Megatron. He was an expert liar, and of course, this bumbling scientist would fall for it, hook, line and sucker.

-

"Dad, are you EVER coming down from there?" Sari asked impatiently over the intercom.

"Not now, Sari. My latest project is almost done. Why don't you run along and play with Bumblebee?"

"Alright, Dad. I'll see you later."

-

"There. It's all done." Issac looked at the prototype creatures that lay on his lab table. Two had definite shapes, one didn't. One had the shape of a scorpion, and the other was a preying mantis. However, it was the third one that Issac was most worried about. It was shaped like an Autobot, but there was something missing… "What to do with this one…" He muttered, rubbing his chin.

"Allow me to deal with it." Megatron put in. "I'll keep an optic on them, and make sure you didn't miss any glitches. You run along and spend time with your daughter."

"Really? My thanks friend." As the scientist left, Megatron grinned to himself.

'Ah, he's such a sucker.' The Decepticon leader thought, as he transferred energy from his own being into the prone trio. As the scorpion and mantis' optics glowed red, the third seemed to be having trouble getting up. "Get up!" Megatron snarled, but it was no use. The bot was too weak to even move.

"Humph. Worthless glitch." He snorted, then turned his attention to the other two. They stood dutifully before their new master. "You two creatures are, or will be, my latest arrivals to the Decepticons' cause." Lowering a small monitor, he showed a picture of Sari with her key. "This is your first mission. Get that key from that human so I might rebuild my body again."

The two insects nodded, showing they understood, then scuttled out the window, their target acquired.

As his newest creations left, Megatron then turned his attention to the bot without an alt mode. "Now…" Megatron said, almost cooing at the struggling bot. "What to do with you?"

-

Bumblebee and the rest of the Autobots were investigating what the humans called 'cartoons'. "So, the point of these oddly shaped animals and humans hurting each other in a comic way is so that humans can be entertained?" Optimus asked.

"You make it sound like it's a bad thing." Sari replied, pouting.

Ratchet sighed. "I'll never understand how you ENJOY this mind numbing garbage."

As a guy on TV was hit on the head with a coconut, Bulkhead, Bee, and Sari laughed uproariously. "This is GENIUS!" Bulkhead howled.

"I KNOW! THAT WAS SOOO FUNNY!" Bee gasped, rolling on the floor, laughing.

-

As Prowl shook his head, he noticed two pairs of optics watching from the alley. Neither blinked nor moved in any way, they simply watched Prowl from their vantage point.

"Optimus…" Prowl said quietly. "We're being watched."

As the ninja bot said that, the scorpion and mantis burst through the wall. Immediately, the Autobots were up, ready to retaliate.

As the mantis charged at the bots, blade like scythes raised, the scorpion burrowed below ground, noticed only by Prowl. Like a true ninja, his sensitivity to the world around him went through the roof. He could feel the tremors below the ground, and they were heading straight for Sari. "Bumblebee!" Prowl yelled. "Get Sari and go!"

The yellow bot transformed and sped towards Sari, skidding to a halt before her. They had left not a moment too soon. The scorpion bot crashed through the floor, pincers snapping open and shut, as it pursued its prey, the human…

-

The mantis whirled around, hissing and lunging at Prowl. Both were matched blow for blow, and the other Autobots didn't dare and try to help him, because they were too close together to only hit one. "Go!" Prowl snarled. "Help Bumblebee! I'll hold this one off! UNGH!" The mantis had struck him squarely in the chest, knocking the wind out of him. The mantis lunged in for the kill, but Bulkhead's wrecking ball smashed it against the wall.

"Oh please, Prowl. Don't be such a lone wolf." Bulkhead scoffed.

-

Bee was passing every speed limit by leaps and bounds, but he had an excuse this time.

What, YOU wouldn't drive away from the insane scorpion bot that was trying to kill your friend?

As the scorpion tunneled under Bee and emerged before him, Bee skidded to a halt, letting Sari out, and transformed. "Uh, Sari? A little help?" Bee asked.

"Alright, how about an upgrade?" Sari replied, pulling out her key. The second she did, the bot hissed, lunging at her. But she'd already stuck her key into Bee's arm, and he'd shot at the monster.

Screeching, the scorpion felt the Allspark's energy flow through him, and Megatron saw his chance. These creations were linked together through a complicated system he'd implanted into the trio. Whatever energy hit one would affect the other two.

And that's just what was happening.

-

Back at the Autobot base, the mantis screeched, nearly toppling over. Its body crackled with energy, and it was still.

"Is it dead?" Bulkhead asked.

"Don't count on it." Ratchet growled. "That thing's not dead…it was just upgraded."

-

Back in the lab, Megatron glared at the creature which was barely standing before him. Judging by its frame, it was a femme, and it was barely able to stand.

"You useless pile of scrap…Why Sumdac bothered making you, I'll never know." Megatron hissed.

"W-watch who you c-call useless, you di-disembodied f-freak…" She snarled weakly.

-

Back with Sari, and Bee, the scorpion twitched, crackling with energy. As Sari approached it, its optics glowed a deep crimson. Leaping high into the air, it screeched in an evil voice, "I AM SCORPONOK!"


Woo, that took a while, but I got it done. I'm proud of myself.