A/N: There is a flashback in this story. Both Sentinel Prime and Elita One make 'appearances'. SP is designed just like his TFA form and same with E1, except she's pink like G1 but design is TFA.

It was late at night. Jack, Miko, and Raf decided to spend the night with their guardians, sleeping in the recreational room; Agent Fowler at the Pentagon doing who-knows-what; and June was working the night shift at the hospital (as usual) though not a lot of people complained.

Everyone was asleep. Except for him.

Waking up early in the morning and going to recharge late was routine, but lying restless in his berth without so much as a wink was not normal.

Optimus had a lot of things on his mind lately: the regular stress of leading a team, dealing with the American government, carrying the honorable yet heavy burden of the Matrix of Leadership and the title of Prime.

Oh, there was also the fact that Airachnid of all people kept weighing down his processor. He didn't know why but she keeps making a strong impression whenever they meet. It's not just she's a femme and always talks with a sultry tone and wears a sarcastic smirk similar to Knockout's but it's more or less her personality that confuses Optimus. There's something underneath her bravado that almost seems…familiar.

"Come on, Optimus! Stop sagging back. We have a mission remember?" My predecessor's voice rang in my audios. Sentinel Prime, Elita One, and I have been chosen by the Elite Guard's top scientist, Perceptor, to investigate a planet in a nearby galaxy. The trip was relatively short but seemed longer with Sentinel's nonstop talking. Don't get me wrong, Sentinel and I are good friends but he was arrogant and crude when he wanted to be.

We had just recently landed close to a rocky mountain and I could already tell that this planet had life. How could I tell? There was a large unnaturally made cave at the middle of the landform.

I looked at the energy scanner in my hand when it gave a weird beep, "There is energon on this planet, and it seems it's inside the mountain." Elita had herself latched onto our friend's arm like he was escorting her to a formal event. They weren't a pair neither were me and Elita but we all were really close friends. A lot of times the three of us flirted and touched but it was mutually teasing and friend-like only.

We went inside the mountain and found dozens of energon already processed and cubed, tacked nicely but took a majority of the mountain ground. "We won't be able to transport all of them, guys," Elita's cheerful yet calm voice echoed in the cave, "but if we're careful we would bring a lot of cubes for the folks back home." Just as she was going to touch one of the brightly colored containers, a strange form materialized above her on the pile of our life substance. It was a creature I didn't learn the name of until I came to earth: a giant organic spider.

In short, many of the beasts surrounded us and it was against our beliefs to harm other life-forms, but they attacked us so we had no choice if we wished to survive. We applied minimal force but soon there was an accident when my blaster fire made contact with a spilt cube energon.

"Elita, Sentinel, we need evacuate, now!" They immediately sensed what the situation was. Sentinel hopped from boulder to boulder gaining height along the rock walls while Elita turned to me, placed a hand upon my chest, and I felt a brief surge of energy and her forearm glowed. Her ability is unique; with a mental command she can temporarily control her own weapon from the 'borrow-ee'. I knew she had borrowed my grappling hook. We simultaneously aimed our arms at the ceiling where a large hole had formed and when the hooks were secure, we raised ourselves out of the exploding energon.

That's when the worst thing happened.

Halfway up towards our goal, Elita's hook cord snapped and she fell back down to the spiders, who had miraculously survived the fires down below. She called for me and I had desperately wished to rescue her but I knew it would be impossible. She had started to battle the spiders again. Sentinel reached for her, offering her assistance, but it was futile.

I hauled Sentinel back towards the cruise ship and launched us from the planet. There was enough energon to destroy a very good portion of the planet.

The next few light years were hauntingly silent. Until Sentinel broke it.

"You idiot! We could've saved her! Why didn't you let me help?! Or why didn't you go back for her instead?!" He was upset, angry, sparkbroken and he had every right to be.

Optimus was so caught up in his memories with Elita-One and Sentinel that he didn't realize where he was until he was face-to-face with his unintended object of interest. The insecticon stasis pod. With Airachnid frozen in a surprised a slightly fearful expression.

When Arcee had told him the brief summary of her nemesis from Cybertron, he had immediately thought of one of his greatest mistakes. Obviously, the now rogue Decepticon holds a striking resemblance to the beasts he fought. He had strange thoughts about Airachnid herself but he quickly shook them from his processor at the insane probability.

Only one thought ran through his mind: Arcee will never forgive me for this.

Optimus proceeded to open the containment unit.

OH HO HO HO! CLIFFHANGER! Does anyone see where this is going? Transformers Animated holds a few episodes about Blackarachnia's origin. It's pretty much the same in this story; sort of like a TFP/TFA crossover. I will only post a second chapter upon request.