(A/N: Just so you guys know, I now have a reference to how this falls in line with the TFP episodes… A loose timeline, so to speak.

One Shall Rise, One Shall Fall (Prts 1,2 and 3): Airachnid never tried to overthrow Megatron and remained in charge until the warlord's return, and Starscream was never kicked out of the Decepticons. He accompanied Megatron.

So this AU is taking place after/during the episode Crossfires.

There will be references/scenes from the TFP seasons, but keep in mind this is an AU, so it won't be completely like the videos.)

Chapter 1: Strained Relationships

Blackarachnia's four red optics locked onto the first sparkling, a femme, who was thin to the point where any of the larger mechs around her could snap her in half without any sort of exertion, her spider legs thin and pointed. Her optics were red like her carrier's, and her armour was a glossy black with golden markings. The second sparkling was a mech, and of a much more bulky frame type consisting of completely black armour, thick spider legs, shimmering optics like those of his aunt Airachnid, and, as Blackarachnia studied him, large, insectiode wings flicked with an unsurity.

Area and Araneon…

Finally taking in the sight of her creations healthy and well, Blackarachnia turned her attention back to her sister, who was staring at her with first shock, then burning hatred, bitterness reflecting in the pink optics as the femme took a step back. "H-How?" She demanded, a flick of fangs flashing when she spoke, frame tense.

Placing a servo on her hip, Blackarachnia cocked her helm as she gave an easy smile. "It's me, Air. Surely you didn't think I'd been offlined so easily?" She responded in a calm tone that Airachnid was all too familiar with… The pink opticed spider femme glared and took another step back as she glared at her sister. "Still as proud and arrogant as I remember." Airachnid spat, turning to the sparklings. "Area, Araneon, come." She ordered, turning to leave the room.

Area looked up at the femme that had raised her as if she was her carrier, then at Blackarachnia, a look of sympathy on her beautiful faceplates, completely unsure of what was going on, but playing it cool as she turned to follow Airachnid, leaving her brother to stand stock still, looking confused but also curious at the sight of another of his Cybertronian type, smiling shyly before Airachnid called for him, tone sharp. "Araneon! Come!"

Frowning slightly, Blackarachnia watched her creations scamper off after her sister, venting softly… Obviously Airachnid wasn't not only displeased to see her, but also still harbouring resentment towards her for… Pushing the thought away, the femme turned and smirked at Starscream, Megatron looking amused while his SIC seemed to be calculating ways of how to use the state of Airachnid and Blackarachnia's relationship to his advantage.

"My Lord. I have come to serve you, in any way I can, if you have use of me." She stated in a proud, but still humble, voice, tilting her helm in reverance to the massive mech before her, who nodded slowly. "This is a tactical advantage in my favour against the Autobots, Blackarachnia. I have gained a scientist and a strategist all at once!" Megatron stated with a smirk, glancing over at Starscream before looking at her again. "Knockout will show you to the medbay, and you may use anything you need for any of your projects. I will also call for your advice in battle strategies when the time comes." He stated.

Blackarachnia gave a small nod. "I will serve you as I did on Cybertron, my Lord." She responded softly before turning and looking at Knockout, giving him a smirk that allowed her lips to lift and reveal her venomous fangs. "After you, doctor." She stated, making the red mech glare before stalking out of the room.

The moment they had vanished, Starscream opened his mouth to protest against Megatron's decision, however a look from the ex-gladiator effectively shut him up. "Save your complaints, Starscream! It is no secret that you fear for your position." The warlord hissed as Starscream's wings lowered slightly. "And if you continue to disappoint me, Blackarachnia will have your position!" He added loudly, pointing at the door. "Now get out!" He shouted, the seeker only too eager to obey him.

Blackarachnia kept her emotions in check, not wanting Knockout to know that she was disturbed by the greeting she had been given by her sister, or that she desperately wanted to be with her sparklings, not following him to the medbay.

Instead, the femme just quietly followed behind him, confident and content for the moment, well aware of the fact that Knockout was less than pleased with the presence of the femme that he had once had… the 'feels' for, as the humans would say.

"Quaint." Blackarachnia stated when they entered the medbay, looking around the room before her optics landed on Knockout. "And small."

Knockout glared up at the femme, completely annoyed now, and unable to continue attempting to be calm. "Well excuse me, your ladyship! We all don't have the massive science complexes that we did back on Cybertron!" The red mech cried, the spider femme only laughing in amusement, which riled the mech up even further.

"Ah, Knockout… You haven't changed a bit, have you?" She asked in amusement, chuckling before she shook her helm again, stepping further into the medbay and moving around it slowly, taking in her surroundings with utmost care, even though there was little to be seen. "You will remain the medic, Knockout, if that is what you fear." She finally stated, looking back at the cherry red mech, who snorted. "I have no fears I will retain my position!" He responded defensively.

Blackarachnia hummed softly as she cocked her helm at him. "Perhaps… Unless our lord finds that your usefulness runs out." She responded carefully, not at all threatening, just stating a mere fact that all Decepticons were aware of, even she herself. "However, I have no interest in the medical side of things, unless my skills are needed." She added.

Knockout eyed the femme before him, trying to tell himself that she wasn't emat all/em pretty, with those lithe, long legs… That exotic purple protoform… Her strange-... The medic pulled away from those thoughts, shaking his helm and snorting at her before turning away from the femme. "I believe I can handle the medical division." He responded. He was with Breakdown now… Blackarachnia and he were never a… emthing,/em so he shouldn't be getting all worked up about her!

Studying the medic's back, the spider femme opened her mouth to speak when she saw two little helms peering at her from around the medbay doorframe, causing the femme to smile and cock her helm at her sparklings. "You are Area and Araneon, are you not?" She asked, flashing a fanged smile at the sparklings, who smiled shyly, the femmeling nodding.

The spider femme sat down and motioned for the sparklings to come into the room, the two scampering up to her, looking excited and pleased as they looked up at her.

"I haven't seen another spider bot around!" Area murmured, looking up at Blackarachnia with awe, making the older femme smile. "Have you not?" She asked, glancing at Araneon, who was staying slightly behind his sister, looking unsure of himself.

Motioning with her digit, Blackarachnia smiled at her mechling, cocking her helm and reaching out with her EM field, allowing him to sense her friendliness, the gentle, loving vibe, coaxing him in closer as she nodded in approval. "You're here with Airachnid." The black and gold femme stated, looking down at the sparklings.

"Airachnid takes care of us." Area stated confidently up to the femme she didn't realize was her carrier, shrugging. "She's the only other spider femme we know." She added.

Hearing Araneon mutter under his breath, Blackarachnia looked at the mech in interest now. "What did you say Araneon?" She asked, the mechling looking up at her with optics so like her sister's, shifting before he looked down at his pedes and spoke up, louder this time. "Our carrier didn't want us." He stated.

Blackarachnia stilled, looking down at the mechling, feeling a cruel servo crush her spark as she tried to comprehend what the little spider mech had stated so bluntly, frowning. "Who told you that, Araneon?" She asked softly, saddened.

Shifting from one pede to the other, Araneon glanced at his sister, then returned to staring at his pedes. "Airachnid."

(A/N: Hope you guys enjoyed it… Sorry it wasn't out sooner.)