Happy Birthday to you, happy birthday to you, happy birthday dear Soultail Omega-Light, happy birthday to you! Congrats on the big #20, thx for helping with the BWB&B, being my friend, and inspiring me to write this as your present. This fic is dedicated to you, and in a smaller degree, to anyone who ever wanted to see an Airrazor and Blackarachnia slash. Enjoy!

Blackarachnia sat quietly on the hover platform, and gazed longingly at the lava pits below. I should, I really should…. She thought sadly. Everything is ruined now. Nothing's even worth living for. She sobbed quietly with her arms wrapped around her legs, remembering the only light that had ever shone in her life, and given her a desire to be light.

She grunted as she walked away from the Darkside. Megatron had been furious at the loss of the energon refuelling station. He took it out on her, the same way he always did. The same way every man there did. Why should they resort to anal pleasures when a femme was around?

"I hate those guys!" She yelled suddenly, rage building inside her. She had wandered pretty far from base, and only the wind answered her cry. She made a wordless yell, and began firing her spider leg guns at a rock. She carved the ugly faces of Megatron, Tarantulus, Quickstrike, and Inferno. Waspinator was always friendly to her, but she felt for a bot of his intelligence that was no compliment.

She began firing at the rock again, distorting the pictures even further, when she was propelled forward by a shock wave, and heard a loud explosion. She landed in the dirt, and rolled over quickly. A femme with brown and gold plating flew down toward her, wrist missiles pointed at her head. "Now what could a devious spider like you be doing on Maximal ground?"

Blackarachnia reviewed her computer systems, only to find Airrazor was right. She had strayed into the farthest quadrant of Maximal territory. "I got lost ok? But if you wanna duke it out," She jumped up, and kicked her in the side of the head, causing her to fall on the ground, her jets offline from the shock. "I'm game!"

Airrazor wiped a bit of mech fluid off her lip, and jumped up. Blackarachnia tried a spin kick, but Airrazor caught her leg, and threw her to the ground. Blackarachnia grunted as Airrazor pinned her to the ground, and gave her a cold look. Suddenly that look turned to wonder, and she looked down in shock. Blackarachnia followed her gaze. Mech fluid was running gently from under her lower plate.

Airrazor gave the rock she was shooting at a quick glance, and Blackarachnia tried to see the situation as the Maximal did. She couldn't figure out what Airrazor could possibly be thinking. Airrazor looked back down at her, and with a compassionate look pulled her to her feet. Blackarachnia gave her a stunned look, and tried to sweep her arm in as much of a punch as she could manage with her claws.

Airrazor caught her arm. She tried the other arm, and it was caught too. Rage was building up inside her, and she wanted to strike that woman for interfering in her personal pain. Airrazor suddenly pulled her against her chest, and pressed Blackarachnia's hands against her chest, holding them there with one arm, while she hugged her with the other arm. "I'm sorry. I never knew…"

Blackarachnia tried desperately to pull away, afraid of these un-Predicon feelings rising in her. "And you still don't know anything Maximal, you understand me?!" Airrazor just held her silently, and an unfamiliar urge hit Blackarachnia. She tried to suppress it, but finally submitted. She began sobbing into Airrazor's chest, taking more and more comfort from the act every moment.

After a while her sobs quieted, and she felt weak. Airrazor seemed to sense this, and pulled them both down to the ground. She let go of Blackarachnia's hands, and Blackarachnia leaned against her, optics shut, listening to the sound of her spark beating, feeling the soothing presence of another bot, one who was intelligent, and had no intention to harm her.

Blackarachnia realised what she was doing. She was gaining comfort from the enemy! She jumped up quickly, and pulled out her gun. Airrazor sighed. "I kinda figured you'd do this at some point."

"Yeah? So what you gonna do, huh? Shoot me now? Knock me out?" She said desperately, not sure if her could make the simple motion with her finger to hit that woman anymore.

Airrazor looked at her sadly. "No, this." She turned on her jets, and rose up into the air. She called after her. "I'll be keeping my scanners locked on you till you leave this area."

Blackarachnia followed the black speck, getting smaller every moment with her gun. "Not if I shoot you out of the sky!"

A very faint voice echoed around the area. "Can't hit what's too far away!" The voice trailed off, and sure enough Airrazor was still within scanning range, but far away from the reach of any of her weapons.

She cursed under her breath, and transformed. She scurried back toward Predicon territory as fast as she could, and just at the boarder she looked back at the speck. She was flying back and forth in what would have been a waving motion on a hand. "Maximals!" She snorted, but she couldn't forget how good that hug had felt.

A quarter of a decacycle after her meeting with Airrazor, Blackarachnia walked silently through a rubble strewn area. Megatron had ordered her to seek out energon in the quadrant, and she was getting very bored. "Ugh there's nothing here!" She said kicking a stone. "That prehistoric imbecile couldn't tell an energon deposit from a waste deposit!"

The sound of nearby jets brought her attention back to her surroundings. She looked around, and only saw the large rocks in the area. She looked at the sky, but nothing appeared. She fingered her weapon lightly, and looked around. "Looks like I'm not the only one sent on boring missions." A female voice said nearby.

Blackarachnia spun around, and saw Airrazor crouching on a high rock, giving her an amused look. "Grrrr, look just because of what happened a while ago doesn't mean we're chums!"

Airrazor rested an elbow on her knee, and leaned her head against her hand, maintaining that amused look as she spoke. "I never said we were, but I'm bored of being an errand girl today. Saw you and thought I'd come say hi."

Blackarachnia tried to suppress those awkward feelings that were creeping up on her, and turned them into rage. "Ok, you said hi, now get lost!"

Airrazor made a groan as if she were tired. "Don't tell me you're having fun turning rocks over, and looking for energon." Blackarachnia gave her a surprised look. Airrazor lifted her arms. "Well what else would you be doing out here?"

Blackarachnia was in no mood for those types of games. "Back off hawk, or I'll singe your feathers!"

Airrazor laughed. "Something tells me that you won't shoot me." Blackarachnia pulled the trigger, and hit Airrazor in the leg. She fell from the ledge, and hit her head on the way down. Before she knew what she was doing, Blackarachnia ran to her, and sat her up. Airrazor groaned after a few moments, and her optics flickered online. She looked at Blackarachnia slightly hurt and confused. "You shot me?!"

"I…" She tried to find an explanation for what she'd done, but couldn't seem to find one that was believable, so she went for the truth. "I am a Predicon. It's in my programming."

Airrazor gave her a compassionate look. "You know there are two factions in this war. You don't have to remain a Predicon. And besides, your programming was originally Maximal. It wouldn't be too hard for you to change it."

Blackarachnia laughed. The thought was intriguing. "Maybe when I can control my itchy trigger finger enough to go through with the procedure." They both laughed. Airrazor tried to stand up, and swayed slightly when she did. She held her head in her hand, and blinked a few times. Blackarachnia put a hand on her back to steady her. "I'd heard you were off on some long range recon mission with Tigatron. Why so close to your territory?"

Airrazor laughed slightly, still rubbing the side of her head. "Well what good's a recon mission if we don't report in. My jets can get me back into com-range within a few cycles. Tigatron is too slow to do it, so…" She had a sad look on her face.

Blackarachnia felt a burning question inside her, and was disturbed that she was afraid of the answer. "You got the hots for him, don't you?"

She had a grim look on her face. "It doesn't matter. He doesn't feel the same way about me. I… I've loved him for a long time, but it seems pretty clear where his spark's desire lies, and it's not with me."

Blackarachnia moved in front of her, and saw her optics were shut firmly, and the hand that had been rubbing her head was balled into a fist next to her head. She lunged at Airrazor, and pressed her lips against hers. Airrazor was surprised at first, but opened her lips slightly, returning the kiss. She ran her tongue lightly across Blackarachnia's lips, and they opened eagerly to feel her inside. Their tongues met in a passionate dance born of neglected hormones, lust, and the desperate desire for one another that burned deep within their sparks.

Blackarachnia moved her claw gently under Airrazor's breastplate, and rubbed her hardening nipples softly, but vigorously over them. Airrazor moaned slightly, their mouths still entwined, and took hold of Blackarachnia's breast. She pinched the nipple softly between her index and middle finger, then rubbed her thumb rapidly over the tip of it. Blackarachnia gasped as the sensations flooded within her.

Their lips parted, and Airrazor looked at her with desire. Blackarachnia returned the look. Airrazor continued to rub her nipple, and the spider took her other hand, and placed it down her lower plate. Airrazor gave her a compassionate look. "I don't want to intrude after what happened to you."

"Oh shut up, and do me." Blackarachnia moaned with desire. Airrazor smiled, and lowered them to the ground, running her fingers adeptly over her clitoris. Blackarachnia moaned loudly, breathing fast. Airrazor continued rubbing her clit with her index finger, and pushed her middle finger deep inside, applying rapid pressure to the uterine wall.

Blackarachnia pulled off her lower plate desperately, then began unfastening Airrazor's. Breasts slightly smaller than her own were revealed. She took one in her mouth, and stuck her thicker pincer inside Airrazor. She gave a cry of pleasure, and sped up her own pursuit. Blackarachnia soon felt a flood of moisture on her claw, and a rush of passion flooded her as she climaxed. She felt the same kind of fluid running out of her cunt, and sighed.

They pulled their hands away from one another's privates, and held onto each other, both feeling slightly tired, but happier than they had in a long time. They smiled at one another as they lay there, occasionally giving the other a soft kiss. Finally Airrazor gave her a serious look. "What do we do?"

Blackarachnia realised what she meant. She shut her optics grimly. She looked back at Airrazor and gave her a compassionate look. "We keep it to ourselves. That Optimus fellow doesn't look like he'd take kindly to our relationship. Don't wanna see you get scrapped."

"But what about you? Megatron would surely terminate you for it!" Airrazor said giving her a concerned look.

Blackarachnia knew she was right, but tried to alleviate her partner's concerns. "HA, that old fossil? He talks big, but he doesn't scare me."

Airrazor smiled, and snuggled against her. "I love your arrogant attitude you know that?" She said.

"I love you." Blackarachnia gasped and covered her mouth. She didn't know where it came from, but she knew it was true. A Predicon never admitted to something like that though!

Airrazor looked at her surprised, then she smiled, a small amount of silver blush on her face. "I love you too. I don't know how this happened." She laughed. "One day I was out, about to give my report, and the next thing I…"

Airrazor suddenly froze, looking horrified. "What's wrong?" Blackarachnia asked, a note of concern in her voice.

"Primus, I was due to check in ages ago. If I don't get within radio range soon, they'll come looking for me!" She yelled.

Blackarachnia stared at her in shock, the got angry. "Well what are you sitting around here for? Get your tail feathers moving!"

Airrazor nodded, and put her armour on quickly. She turned on her jets, and looked back down at Blackarachnia. "I'll see you in a quarter of a decacycle, I promise!"

With that she flew off. Blackarachnia watched her go, and smiled to herself. "It's well worth the wait."

A quarter of a decacycle later, Blackarachnia woke up feeling excited. I wonder what Airrazor and I will do today? She thought. She took her time polishing herself, making her alloys especially shiny. She walked into the main room, and waited for Megatron to arrive impatiently. She hated his morning ritual of job assignments, but she knew she had to go through with it. Finally he showed up. "Ah, so we are all ready for today. Quickstrike, I want you and Blackarachnia to head to grid Orangus, and fortify the jamming station there. Waspinator, you're on the monitors today."

"Ohhh Wazbinator get easy job today!" Blackarachnia felt a moment of apprehension. Orangus was too far away from where Airrazor usually flew.

She ignored what Megatron had to say to the rest of them, and when he dismissed them, she sought out Waspinator. She saw him buzzing happily toward the computer room. "Hey Waspinator." He turned around. "Thanks for letting me have this assignment."

"Huh? What spider bot mean? Megatron give her assignment, not Wazbinator." He buzzed confused.

"Well yeah, he did, but you could have protested. I mean everyone knows that you're one of the most important Predicons in the fleet. I mean you're an all around flyer, a stealth killer for that. Megatron obviously fears your abilities putting you on such an easy assignment."

Waspinator looked angrily back at the main room. "Spider bot right! Wazbinator is greatest of Predicons. Megatron not give Wazbinator easy job, he give Wazbinator slag job! But what can Wazbinator do?"

Blackarachnia laughed. "Well, I hate long distance travels. You could go in my place, and I could stay here and do monitor duty. I'm sure I can convince Quickstrike to let you come along in my place."

"Spider bot would do that for Wazbinator?" She nodded. Waspinator grinned. "Wazbinator get ready right now!" He reverted to beast mode, and flew off along the hallway.

"That's one down. Quickstrike will be even easier." She walked toward the loading bay, and when she got there, and saw Quickstrike's back to her, she began limping.

"Well now, there you are sugar bot, time's a wasten, and…. Sugar bot! What happened to yer ankle?!" He yelled.

She groaned, and sat down on a crate panting. "Well, yesterday I was trying to lift one of these crates, I slipped, and I think I twisted my ankle. I thought it would be better by today, but…"

He sat down next to her, and put an arm around her shoulder. "Hey now, not another word sugar bot. Why you shouldn't be tryin to go out on that leg. I'd carry you myself if we didn't have to make tracks. Oh dangit, Megatron's gonna kill us if I'm the only one going!"

"Well, I did see Waspinator on my way in, and you know how nice he's always been to me. He saw me limping and agreed to trade jobs with me, just as long as nobody knew why. I mean he doesn't want to look like a big softy." She said in her sweetest voice.

Quickstrike stood up, and put his hands on his hips. "Well now that was mighty decent of him. Never woulda thunk a bug like him could think so big. Now you just relax today sugar bot, and we'll cya in a few Megacycles."

Waspinator suddenly flew into the room. "Is Twohead ready to go on mission?" He buzzed. Blackarachnia was careful to remain seated.

"Does a cactus have water in it? Lets go partner. YEEHAW!" Waspinator picked him up, and they flew away.

Blackarachnia smiled, and waited for a few minutes to give them a head start. "That was almost too easy. Then again less brains means less hassle." She got up, and walked out of the base, and moved quickly to where Airrazor was usually seen flying to give her report. She sat there excited for a long time, but as the sun began to set, her hopes were dashed. She's not coming. Nobody's words are ever able to be trusted.

She got up to leave, when a familiar sound of jets approached from behind. She turned around, and smiled, then wiped the smile from her face. She didn't want Airrazor to know how relieved she was to see her. "Sorry about that. Tigatron held me up. He wanted to find a place to camp, and didn't want me to leave until it was set up."

"Well you had all day. You think us Predicons have nothing better to do than sit on a rock all day?" Airrazor looked at the ground ashamed. Blackarachnia's anger melted away. "Well at least you didn't stand me up. So with almost no light left, what could we possibly do?"

Airrazor gave her a sly smile. "Come on, I want to show you this." She picked her up, and began flying with her. Blackarachnia rested her head against her breast, letting her mind wanted into the blissful feelings of love that she had kept hidden all week.

Finally they landed on the ledge of a valley. Blackarachnia looked down, and saw a fantastic triple flow waterfall, eventually meeting up on a ledge, and continuing down in one big collection of water. It flowed gently into the valley, and the natural multicoloured rocks shone beautifully in the sunset. She held her breath. "It's beautiful."

Airrazor smiled at her, and took her hand. They sat down on the ledge, watching the sunset over the valley, and leaning against one another, neither compelled to make love as they had before, but just enjoying the presence of one another. As the sun was ready to disappear for the night, Blackarachnia felt Airrazor shivering. "What's gotten into you?"

Airrazor held her tighter. "I hate being away from you for so long, having to spend every moment with a man I can't help but love, who doesn't love me back. It's hard."

Blackarachnia let go of her, and rested her hands over her own spark chamber. Her spark emerged, cradled by her hands. Airrazor gazed at her surprised, then did the same thing. They moved their sparks close, and let them touch. A sensation of intense pleasure passed through them, as their sparks recognised one another. Blackarachnia gazed at Airrazor, love flowing through her and guiding her words. "Wherever we go, my spark will find yours."

Airrazor smiled, and ran her finger lightly over Blackarachnia's claw. "And mine yours." They stayed like that for a few moments longer, until their bodies started feeling weak from their sparks not resting safely in them. After they returned their sparks into their bodies, Airrazor silently picked her up, and carried her to the boarder of Predicon territory. "Tomorrow we're going to be exploring grid Ziron. If I find anything interesting I'll give you a copy of my scans."

Blackarachnia smiled. "I'd like that. The way that valley looked plant life should start growing again soon."

"That's why we're heading to Ziron. It always had a high concentration of plant life, more than any other. If there is anything there, I'll bring you a flower." She said touching Blackarachnia's cheek gently.

She laughed. "No sappy little Maximal gestures fly girl. At least not until you come back for good, when I'm going to join the Maximals, and become reprogrammed as one."

Airrazor gave her an excited smile, and kissed her passionately. Blackarachnia returned the kiss with equal vigour. After they parted, they waved at one another, and Airrazor took off toward grid Ziron with a call of "See you in a quarter of a decacycle!"

Blackarachnia called after her, "Don't be late this time!" She went to beast mode and took off for home.

Airrazor flew into a canyon, and hovered near Tigatron in beast mode. "This canyon looks fresh!" She said.

Tigatron gasped. "By the Matrix!" She began flying near the ground, looking at all the plant life. Blackarachnia would love it here! She thought excitedly. She saw a strange looking plant up ahead, and remembered her promise to her lover. "I've never seen a plant like this before. Better scan it." She transformed, and pulled out her scanner.

She was busy examining the readings, and at first didn't notice Tigatron coming up behind her. He stood silently next to her, and she put away the scanner. "I'd forgotten what beauty this planet once offered." He said, and he gave her a look as though to say he wasn't talking about the plant.

It took her a moment to comprehend what he meant, but when she did, she grinned at him. He smiled back at her, and took her hand. She leaned against his arm for a moment, when the image of another loving embrace pushed through her mind. Blackarachnia… Tigatron was leaning close to her, preparing to kiss her. Her legs seemed to tingle with weakness. Was that weak knees?

She looked down, and a vine had grabbed hold of her ankles, and was quickly moving up her body. It was crushing her! She felt it crawling up around her shoulders, and called out to him to save her. "Tigatron!"

He was trapped too! He reached for her desperately. She groaned, and knew her time was done. She felt a sharp pain in her back and stomach as another vine curled around her, and lifted her in the air. She heard her name being called from a distance, and in a flash saw Blackarachnia's loving face, her lips parted slightly in a moan of pleasure as she ran her fingers deep inside her. I'm going to leave her behind…. She thought, her optics getting moist. "NOOOOO!" She screamed.

She saw them sitting on a cliff ledge, their sparks touching, and Blackarachnia's voice seemed to blend with another's. "Wherever we go, my spark will find yours."

"A…a…and mine…yours…." Her world came back into focus, and she saw her hand in Tigatron's, then realised what she had done. She had pledged her spark to another with her dying breath. That oath was even more powerful than the one she made to Blackarachnia. They would be separated forever, while she and Tigatron spent eternity tormented by the aliens.

She had been punished severely for not working the day before, but she didn't care. It had been worth it for those few glorious moments with Airrazor. She watched as Tarantulus sped his way to grid Ziron, and sent a silent prayer to Primus that he wouldn't harm Airrazor. He never got the chance. She watched as the alien wave absorbed her one true love, and it seemed both her and Tigatron were disintegrated on the spot.

She kept her feelings to herself over the next few days, but she grieved. Airrazor was dead. She felt like her spark had been torn apart. "Mourning over the loss of your lover?" A scratchy voice said in the hallway one morning.

Blackarachnia whipped around, and aimed her gun at Tarantulus. "Back off creepozoid, or I'll blast that ugly head off!"

He laughed. "Oh you thought I didn't know? Why I saw the two of you half a decacycle ago. How passionate! My fluids are somewhere on those rocks from watching that display of love."

Blackarachnia felt sickened. He was watching us make out, and pleasuring himself to it? Tarantulus continued. "Too bad that Maximal was only interested in a casual fling."

Blackarachnia's mech fluid boiled. "You're wrong! She loved me just as much as I loved her!"

"Oh really? Then why did she pledge her spark to Tigatron with her dying breath, and not you?" He asked sarcastically.

Her stomach seemed to clench. "You're lying." She said quietly.

He laughed. "Oh no my former partner, I heard her quite clearly. I was right there when they perished. They pledged themselves to one another."

Blackarachnia turned around and walked into the main room, sat on a hover platform, and cried all night.

The sun rose. Blackarachnia sat quietly on the hover platform, and gazed longingly at the lava pits below. I should, I really should…. She thought sadly. Everything is ruined now. Nothing's even worth living for. She sobbed quietly with her arms wrapped around her legs, but all the tears were gone. She remembered everything. Every last word she had said. Every last promise. I swear, I will NEVER be reprogrammed as a Maximal! And I will never fall in love with any man. Love's a game nobody should play.

That day Megatron came in, and sat down in his throne as usual. He tuned into the Maximal frequencies, and finally overheard a message between Optimus and Cheetor about a big stasis pod.

A big stasis pod? Hmm a big soldier, yeeeesss. Blackarachnia, Waspinator, prepare for a recruitment drive. Whatever this protoform is I want it flying the flag of the Predicons, not the Maximals."

She decided to put away her grief and rage for a while, and deal with it after acquiring the new Predicon. "Always eager to welcome a new comrade in arms." She said happily.

The end!

Writers notes on the fanfic:

I can only assume that the jamming tower was put up in grid Orangus for this fic, as no other grid was specified in relation to the tower. Orangus was the area where the energon deposit was supposed to be mined at the same time, so it's safe to assume it wasn't too far from there.

You'll note that many of the words shared between Airrazor and Blackarachnia were later said in the series, and not necessarily just the vow to Tigatron, but Airrazor's exclamation over being shot was repeated by Silverbolt in both Bad Spark, and Proving Grounds.

In Proving Grounds Blackarachnia was so adamant that she would NEVER be reprogrammed as a Maximal, and when the only other choice was that she join the Matrix, she finally consented. Airrazor chose another man over her in death, so why shouldn't she chose one over her in life?

The Tigatron and Airrazor tragic love story was my favourite part of the series! Writing this fic caused me some amount of pain, so if you didn't like it because it goes against that tale of tragic love, or because it's two women, Please remember how hard it is to write a story, and rate it based on the work that went into getting the character's personalities down, or making it believable in any other way.