(I do not own Transformers Prime, because if I did the third season would not have been quite so disappointing. I, however, wouldn't change the final battle for the world. If my terminology for cybertronians is incorrect please politely inform me. This story starts in the episode "Armada".)

Airachnid had just set into motion her second attempt on Megatron's life when she heard the autobots' plotting. Airachnid peered up at them before sending them a knowing smirk. "Rear guard, engage the autobots," she purred. No insecticon should have been able to hear the command given the distance.

And, yet, two dozen insecticons did a three-sixty, all the while howling for the energon of the enemies of their queen. They fired upon the autobots, initiating a huge explosion, but the blast was drowned out by the roaring of an engine. Arcee tore out of the smoke and jumped the cliff that separated her from her archenemy.

Airachnid hissed in frustration before turning tail to lead Arcee away from her team. As she ran, Airachnid sent two insecticons after Arcee, hoping to put some distance between them. After all, she worked best from the shadows when ambushing her prey. Airachnid studied the trees around her. "If I attach my web there, and tie it off there, then I'll be able to-," Airachnid's train of thought was disrupted as she looked up just in time to see an insecticon collide with her. "NO!"

Arcee rushed over to where Airachnid had fallen, but found a sizable hole instead. Drilling could be heard from deep within. "Underground. Now there's a surprise," she stated before jumping down after Airachnid."

Airachnid burrowed her way down to the insecticon hive. She knew Arcee would follow her right into her carefully laid trap. Arcee had become decidedly more reckless as of late. Airachnid easily scaled the cavern wall and cackled quietly to herself. Soon. Very soon. The femme was sure of it. She would have Arcee's spark along with any other autobots's she could get her servos on. He had stolen everything from her. Now, she would take everything from them.

Arcee had a sense of déjà vu as she once again found herself following Airachnid into the depths of the Earth. A deadly tranquility overtook her. The Killing Calm. There would be no escape for the rogue assassin this time.

Arcee landed at the bottom of the pit and found herself in a cavern full of insecticons in stasis pods. Apparently, the swarm Airachnid sent to terminate Megatron hadn't been the last of the beasts. Arcee began to stealthily wander the cave, never once lowering her blasters. She strained her audios and caught the click of blades on stone and the humming whirr of blasters being activated. Airachnid's reflection flashed across the metallic surface of a stasis pod and Arcee lunged to the side just in time to avoid a round of gunfire.

With a scream, Arcee unleashed a barrage of bullets that hit Airachnid collapsing the wall she had been standing on. Airachnid landed in a heap, but Arcee never gave her a chance to recover. She rushed her archenemy with an unrelenting attack. The two femmes fought servo to servo before Arcee pressed her advantage. The blue cybertronian lashed out with her pede and sent Airachnid reeling back.

Airachnid stumbled onto an open stasis pod. Her lightning reflexes caused her to dive off the platform and she was able to avoid imprisonment. At least most of her was. Pain raced through her body as one of her spider legs was severed, and she welcomed it.

Suddenly Arcee swiped out and knocked the black and purple femme off her pedes. Airachnid landed on her back and instinctively brought her spiderish legs in to protect herself, but Arcee easily brushed past her defenses and had her at gun point within seconds.

"It's over," Arcee snarled with a murderous look and a charging blaster. Airachnid couldn't help but laugh aloud. She didn't fear joining the All-Spark nor did she care enough to save herself. Not anymore.

"Make it hurt," Airachnid requested. Agony had been her constant companion and only friend for eons. It forced her to forget the events of that single day that had ruined her life and crushed her spark into fragments too tiny to ever even begin to heal. Her processor, unwillingly, conjured up the image of a grinning green youngling so full of life until… he wasn't. Airachnid schooled her features into her typical sadistic smile. "You know I would extend the same courtesy to you." Emotion was weakness, and she would not show Arcee any. Not ever.

"I'm not like you," Arcee hissed as she leveled her blaster and prepared to fire. Suddenly the entire cavern began to shake wildly. Arcee lurched away from where she stood over the black femme. Airachnid, ever the opportunist, decided now would be the perfect time to make her escape. She had started drilling into the rocky earth, when a sleek silver cybertronian jet purposefully hit her at top speed and slammed her into the cavern wall.

Airachnid moaned and clutched at her helm. She wasn't sure if the cavern was still trembling from the jet recklessly flying down here or if it was just her, but she was currently seeing two Megatrons looming over her. As if her day hadn't been bad enough already. "Well, well, well," she heard the gladiator growl, "an ex-decepticon and an autobot. I will take your sparks as consolation for the recent disturbances."

Airachnid shook her helm and her vision finally cleared just in time to see Megatron raise a pede. She rolled to the right and barely avoided becoming a smear on the bottom his tread. Airachnid rose unsteadily and leapt away from him. She knew all too well that close combat with Megatron was suicide. On the other side of the cave Arcee recovered from the shocking appearance of the leader of the decepticons and began to fire round after round at him.

As much as Airachnid hated to admit it, she was clearly the lesser threat in this instance from the autobot's perspective. Most of Arcee's shots glanced off Megatron's near impenetrable armor, and both femmes knew this was a losing battle. But, while Airachnid was still hoping for someway to escape, Arcee courageously engaged the warlord in battle.

Arcee appeared to dance around Megatron's strikes while firing her blasters at close range. They were almost as ineffective as they were at long range. No one, not even Arcee, could evade Megatron for long though. Megatron hefted his fusion cannon and fired it at the autobot warrior. The cannon was very effective at close range. Arcee was sent flying through the air and hit the ground hard before skidding to a stop with a soft moan.

As Airachnid backed away from her enemies one of her servos brushed against an insecticon pod. She emitted a low frequency, and the insecticon awoke from stasis. But something was wrong, Airachnid soon discovered as a bolt of pain shot through her processor. The insecticon seemed reluctant to do her bidding, but Airachnid was relentless. Despite her ever increasing helm ache, the rogue forced the insecticon to her will.

Megatron dramatically raised his blade above his head in preparation to offline the autobot femme, when a huge force tackled him from behind. Megatron flipped around and threw the insecticon off him, but could not stop himself from hitting the stone cavern wall. The impact made the entire cave shudder, but the decepticon overlord ignored it. The insecticon howled and charged him again, but it didn't stand a chance against him. With two deft slashes of his sword, Megatron left the bug in pieces.

Suddenly, Megatron's left arm was pinned to cavern wall by a blast of webbing. He sliced himself free and turned to smiled humorlessly at Airachnid. His shark-like teeth visible for all to see. "You'll have to do better than that." Faster than she thought physically possible, Megatron was at her side and had clamped a servo around her midriff. She twisted in his grip and managed to kick him in the jaw, but it didn't phase him in the slightest.

Arcee struggled to her pedes. Her shoulder was badly burned from Megatron's cannon but she began firing at him once more. And, hey, if she happened to hit Airachnid, that was just an added bonus. Megatron powered up his fusion cannon, but Arcee was ready and easily dodged his shots. The cavern was not so lucky as a fissure opened up and boulders rained down upon the three cybertronians. In the confusion, Megatron dropped Airachnid and she fell like a rag doll from his grasp.

Airachnid's vision blurred as she tried to stand, and she felt unconsciousness pulling at her. Only her instincts to flee kept her upright. Dust and debris swirled around her, and she lost sight of both Megatron and Arcee. Or maybe she was the one who had vanished within the cloud. Airachnid's processor began to throb incessantly. Why couldn't she think straight?

There was a reason she hadn't burrowed away yet, but her thoughts were hazy and sluggish. Airachnid stumbled forwards and racked her processor. It had something to do with Megatron… and Arcee… right? Something landed heavily on one of her spider legs and jerked her to a halt. Airachnid blinked once at stone entrapping her leg before her self-preservation took over. She wrench herself free and ran for where she suspected the exit, but instead collided with something large and silver.

Airachnid tumbled to the ground as a rock fell from the ceiling and pinned her non-spider legs beneath. She squirmed, but could find no leverage. Megatron watched on with a cruel smile as Airachnid was buried alive. The last thing Airachnid saw was Arcee's limp form laying at the feet of the tyrant in a pool of energon. The spider femme hissed at him as the suffocating darkness closed in around her and she lost all sense of self.

"Here lies the most treacherous decepticon to have ever entered the Nemesis, at least, right after Starscream," Megatron quipped before plunging his blade into pile of rumble. Airachnid gave a satisfying little whimper, as he retracted his energon covered sword.

"The insecticons have ceased their assault of the Nemesis, my liege," Knockout's voice came over Megatron's comm.

"Very good. I shall return shortly."

"I hate insecticons," Megatron heard Knockout rant, clearly oblivious that his comm was still on. "Filthy vermin that scratch my new paintjo-," Megatron shook his helm and turned off his own comm.

"Soundwave," Megatron opened a new com channel with his communications chief, "I require a ground bridge, and prepare a holding cell." Though Soundwave didn't respond, Megatron knew the loyal mech had heard and acknowledged him. A ground bridge opened a few feet away, and Megatron dragged the autobot femme behind him. The bridge closed and the cavern was plunged into darkness and silence. The only movement came from beneath a pile of rubble that appeared to leaking energon at an alarming rate...