Along came a Spider REVERSE

by Supermoi

Elita did not fall that day on the Spider lair. Optimus did. See how things turned out from then on. TFA AU where Elita is Team Leader of the repair crew that crash land on Earth with the Allspark and Optimus becomes a spider-bot. Rated T cuz there will be no slash in this one. ADDED PAIRING: Prowl/Elita

2. Megatron's Rising

Along came a Spider REVERSE part 2

Part 2: Megatron's Rising and Black Friday

Part 1: Megatron's Rising

Tarantulas stood on a roof when he heard a very well-know little girl rambling and crying. Looking down, he saw the little human the Autobots calls Sari running down the streets. She looked particularly upset and was shouting something about not needing anymore. By 'them' he assumed she meant the Autobots.

Interesting.

She their little human pet had a fallout with the her big protective guardians. Did Elita finally showed her true color and betrayed her fragile, innocent trust? Well, who was he to pass up such an opportunity to get that key for himself once more? He had thought about what went wrong the first time he tried to use it, and he was sure that, if he took the time to examine the Key closely and do some experiment on how it interacted with his special techno-organic body, he could use it to cure his body once and for all.

This time, he'll make it work. But he still needed that key... Without a second thought he jumped down the roof and landed in front of the little girl, sending her skidding to a halt and falling on her little bottom.

"YIKES! Hey, watch where you're going you big oaf!" She shouted in shock, before realizing who she was mouthing off at. She paled a little and grinned tightly. "Uh, I was just joking! You... won't eat me right?"

He smirked down at her and crouched to be on her level, offering a claw so she can stand. He pulled her to her feet when she finally accepted the offered appendage.

"Eat you? Of course not! All I want is that key, so hand it over and I'll be on my way, alright?"

"Oh, I'd be happy to , if I still had it! But they didn't trust me with it anymore and took it away!" She grumbled and crossed her arms over her small chest, looking very upset again.

So he was right. Elita did betray her fragile little trust and the girl ran off. Well, he could still use her, if she was so mad with her so-called friends, maybe she'll want to help him. Pay them back, so to speak. he bent a bit closer and smirked a bit wider, looking pleased.

"Is that so? I'm not surprised, you can never trust an Autobot." He hissed upon the last word a bit and Sari thought he sounded kind of scary when he does that.

"Oh, and you mean I can trust you?" She snorted, barking a mirthless laugher. "Last time I checked, you kidnapped me, threatened to eat me and almost destroyed Detroit last time we met, Mister Scary Spiderbot!"

His smirk only widened a fraction and when he spoke again it was with clear amusement in his voice, but it surprisingly was also kind of soft. Well, as soft as a gravely, hissy voice can be. He knelt fully i front of her and sat on his heels, hand on his thighs, looking quite relaxed. he clearly wanted to put her at ease.

"At least, I'm honest with my intentions. I never told you something I didn't fully intend to do." He stopped to think just a second before he continued with a chuckle that sounded a bit chilly despite trying to be reassuring. "Well, I may have exaggerated with the eating you part. I wouldn't have, I never hunt of kill sentient organic beings."

"Hmf!" She lifted her nose in the air and crossed her arms over her small chest. She stayed like that for a few moments and Tarantulas watched her, starting to get a bit impatient. Until she turned around to face him once more. "Fine! I'll help you, but just to show Elita and the others that I don't need them! Waddya want me to do anyway? I don't have the key anymore!"

"Maybe not, little Sari, but I'm sure that you know where the Allspark is." Tarantulas replied with a crooked smirk, red optics glinting in the slits of his helmet.

"Whoa, wait a minute!" Sari exclaimed, jumping to her feet with a startled expression. "You're a Decepticon! For all I know, you want the Allspark to kill the Autobots! I'm not helping you KILL my friends if that's your plan!"

His expression changed into a scowl, baring his fangs a bit more and his claws tightened into fists on his thighs. Calm, stay calm, she's just a sparkling. He took a few moments to let the anger recedes a bit before he spoke up once more. How the Autobots did to deal with the annoying human child on a daily basis was beyond him... All he wanted to do right now was eat her and be done with it! However, he still needed her so he had to get her to somehow trust him enough to help.

"Look, Sari, is it? If I wanted to kill your Autobot 'friends' I'd just go to their pathetic base and slaughter them with my bare hands! Oh, I could do it, but I won't, because I just don't care about what happens to them. If I want the Allspark, it's to cure myself from the organic infection I'm forced to live with!" He hissed the last few words in a angry, bitter way and Sari winced a little bit.

He stood and turned his back on her, hugging himself, shoulders slumping and head bowed. he really looked in pain in that very moment and Sari felt a wave of compassion for the poor creature. She realized that he wasn't evil for the sake of it, but because he had no choice just to survive. She may be only 8 years old but she could see when someone was sad and pained. She walked to him and put a tiny hand on his ankle.

"It's the only thing that can cure me..." He added, eyes closed and she thought she even saw a single tear slid from one of those eyes.

"Okay, I'll help you." She finally said, patting his ankle a bit in a try to be soothing, maybe.

Tarantulas looked down at her and smiled,, showing no fangs this time, just a genuine thankful smile. She felt herself smiling back, and when he transformed into his spider form, she didn't hesitate to climb him and sit on his back. They then left on the direction of Lake Erie where Sari told him the Allspark was.

**Meanwhile, downtown Detroit**

ratchet was driving as quickly as he could down the snowy road, but the weather was really bad, and it only slowed him down. However, he was almost at the docks when the sounds of jet engines from above made him transform and look up. Oh Slag... He dove out of range when Blitzwing fired at him and tried to blow him up, while Lugnut blocked his only escape route.

"Give us zhe key, and ve'll be on our way." Blitzwing's Icy persona told him standing too close for comfort.

Ratchet backed off and was soon backed into a wall, but he wasn't going to go without a fight! He took a fighting stance and prepared his magnetic weapons to take them down. However, he had little hope of succeeding.

"If you want that key, you'll have to take it from my cold, offline servos!"

Blitzwing fired his ice canon in reply and froze him solid before he could even move. Ratchet could only watch in anger and helplessness as the crazy decepticon walked casually up to him and switched to his Random face.

"It's not exactly offline, but it's certainly cold!" he cackled and proceeded to rip his arm off along with the key.

They didn't wanted a minute before blasting away at full speed, both their cackling laugher echoing long before they were gone. Ratchet started to rise his internal temperature to weaken the ice encasing him and free himself. Once it was done, he looked sadly at the lump of his right arm and shook his head.

"How am I gonna explain that to the kid...?" He mumbled sadly, shaking his head.

**Somewhere along the coast of Lake Erie**

"Which way now?" Tarantulas asked, stopping at the top of a cliff overlooking the lake. "We've been walking for hours. it must be close now."

"Mmmmm..." Sari looked over the scenery, it looked a bit different in the winter and she rarely even come here. She knew it was somewhere in the lake, but where exactly? "Straight ahead, I think. The place look different this time of the year you know..."

"I really hope you know where you're going, child." Tarantulas growled with a hint of annoyance, and he jumped off the cliff, Sari holding on for dear life during the bumpy ride.

"I'm not a little kid! I have a name, you know!" Sari huffed, getting annoyed with the spiderbot's grumpy demeanor.

If he could have rolled his eyes in that form, he would have. Kids... they were annoying whatever species they were from! he opted to keep his mouth shut and plow ahead in the deep snow. They had been walking for maybe ten more minutes when he stopped again and Sari whined in annoyance.

"What now? Can't we just-"

"Silence!" He cut her, transforming and letting her fall in a deep snow bank that cushioned her fall. " There's something close... I can smell it."

He closed his eyes and seemed to concentrate on something Sari couldn't see or hear. She was starting to think he was crazy when she heard a deep growl from behind her. Gulping, she slowly turned her head... and screamed at the top of her lungs, falling backward down the slippery slope. A huge brown bear stood on its hind legs and let out a spine chilling roar. Sari closed her eyes, ready to be pummeled into the ground and become little more than a red smear on the white snow, when she heard a deep threatening hiss from behind her and a shadow fell over her.

She couldn't believe her eyes, and neither could the bear for the beats took a startled step backward and fell back on all four, huffing in confusion. Tarantulas was standing over the little girl, fangs bared and glinting, claws out ready to strike, a low, dangerous hiss leaving his mouth. Sari blinked up at him but had no time to do anything before the two monstrous titans jumped to the attack and started to tear into one another.

"AAAAAAH!" She rolled away, she was almost flattened by a huge clawed feet that left a deep gouge in the rocky hill. "GOD!"

She managed to roll away and under a upturned trunk, finally somewhat safe from the titanic fight going on only a few meters away from her. She looked on with huge, terrified eyes as the bear bit hard on the spider's shoulder, tearing a pained cry from the large predator's mouth. Tarantulas used a clawed foot to rake the bear's belly and make him let go of him, only to pounce on it and pin it to the ground, using his stingers to inject a large dose of venom into the beast's bloodstream. The bear wavered and panted, looking dazed, but still had some fight in it because he used his weight to make the larger spiderbot fall on his back by slamming into his legs and sank his teeth into the tender, unprotected abdomen, making some more disgusting greenish-purple 'blood' spray from the wound and splatter the snow and trees and rocks. It was a last ditch attempt though because the venom won out eventually and the bear finally stopped moving, dead.

"Oh God..." Sari whispered, watching the scene of carnage. It seemed like someone had painted the scenery red and green and purple and it reeked horribly. She gagged but managed to keep it for now. She crawled out of her hiding place and towards the kneeling form of tarantulas. "Hey... You okay?..."

All she got as an answer was a terrifying hiss, lots of fangs being bared an inch from her face when the large predator that was the spiderbot, still in feral mode, lunged at her. She screamed and scurried back, falling back on her ass in the blood-spilled snow. He was so close she could smell his breath and see the feral, mindless fury in his creepy-looking eyes. She could even discern pulsing blood vessels and what looked like some energy lines pulsing fast around said eyes, and it turned her stomach once more. She gasped and backed away on her bottom as fast as she could, terror filling her young brain. He followed her retreat slowly, never closing the distance between them. Why did she ever AGREE to help him?! He was going to EAT HER NOW and no one would ever know what happened to her!

"Please, please, please, please..." She was saying like a mantra, closing her eyes and waiting for the end, hoping it would be swift. Like... if he just bite her head off first...

After maybe 5 minutes and nothing happened, she dared open her eyes and saw that tarantulas had backed away and was now kneeling in front of her, not looking as murderous anymore but quite beat-up. She uncurled slowly from her position and tilted her head, still unsure if she could move without provoking another attack. Apparently, his had regained his senses and now he was injured. She stood very slowly and took a few steps towards him. His eyes darted to lock on her and narrowed, and he lifted a hand.

"Maybe you should wait over there. I need to feed to help heal those wounds. You won't like watching." He whispered coldly, turning to get to the bear's carcass. She didn't move so he looked back at her and hissed threateningly. "I'm not joking! Get away now!"

She scrambled, not wanting to anger the spider more then he already was, and disappeared behind a curve of the hillside. However, after a moment, she stopped and curiosity started eating at her. She knew she shouldn't but she had to see or it would eat at her for the rest of the week and more. She peeked around the corner... and immediately wished she hadn't for her lunch immediately made a very uncomfortable reappearance at the scene that greeted her. Kneeling over the bear, Tarantulas had torn a large chunk off the hide of the animal and was proceeding to eat it. Whole... it was... disgusting! That slab of meat must have been a good quarter of the bear's total meat weight. She had never imagined to see a mouth open so wide... It looked like it was dislocated and he seemed to be also using two mandibles that poked out of his mouth on each side to pull the meat inside. She could follow the path of the meat going down his throat by the bulge it left... He proceeded to tear another chunk just as large and eat it as well and Sari just couldn't tear her eyes from the scene. She was disgusted beyond words but also fascinated.

A few more chunks like that and only bones and fur remained of the bear's carcass when the spider was done. She was surprised he wasn't all bloated with all he had consumed. However he seemed to power down and went perfectly still, eyes dimmed and curled on the snow next to the remains of his meal. Maybe he needed time to process all that... It was a lot of meat. Maybe she should just run off and fin the Autobots now... She didn't feel like staying close to that monster any longer then strictly necessary. She pondered the pros and cons of just leaving, but the terror he now inspired her seriously outweighed any want to help she might have had before. As silently as she could, she tried sneaking past him towards where they had come from and find their tracks back to the city.

"Did I say you could leave?"

She almost jumped out of her skin, and turned her head around to see him looking at her with a crooked grin, still laying on his side but completely awake now. She frowned and swore to herself. He had spider-sense! Of course he had spider-sense, he WAS a spider! She looked at him almost pleadingly, refraining from just bolting. After that meal he just had, she was doubtful he could run after her but you never know... She had to find a way to ditch him though!

"You don't need me anymore! You can find it by yourself! Its somewhere around here! I want to go back... Please?" She pleaded, using her best nig-eyed innocent look... which apparently didn't work on spiderbots for he just scooped her up in his hand and held her against his chest so she couldn't try to escape again.

"No, you'll lead me all the way to the Allspark, little Sari. That was the deal." He grumbled, tightening his grip just fractionally to get his point across.

"That was BEFORE you tried to eat me again!" She retorted, wiggling in his grip to try to get free. "Let go of me! You're a monster!"

He narrowed his eyes at her and then... burst out laughing, making her tense and look at him wide-eyed like he had lost his mind. And his laugh was absolutely terrifying and made her want to crawl into a hole to hide. He laughed for a good minute before calming down and then staring down at her with a wide fanged grin, but his optics were cold and unforgiving.

"And you only realize that now? Wow, I knew you humans were dense but this is just hilarious!" He chuckled a bit more then quick as a... well, spider, he opened his mouth as wide as she'd seen it only a few moments ago and let the two mandible extend out of it as if he was going to snatch her and pull her down his throat as well. "I AM A MONSTER! Foolish little girl!" He roared in her face, scaring the living hell out of her and making her start to cry.

He calmed down quickly though and when she dared look again, his face was normal again and he looked cold, neutral, emotionless. She stared back, tears still pouring down her cheeks, she was so terrified! She wanted her dad, and she wanted her friends! Why did she ran away? She sobbed and rubbed her eyes, curling in a ball under the large hand holding her tightly. She wished someone knew where she was, and come for her, like Elita and Bumblebee or Prowl! She felt a claw start caressing her head after a moment and she looked up at Tarantulas. He seemed relaxed now and not about to blow a fuse again and go all feral on her.

"You'll let me go after we reach the Allspark huh?" She asked timidly, still shaken.

"Of course I will. That's the deal." he replied immediately, oddly he was still stroking her head and she felt herself calm down. "Let's go then. I'm healed enough."

He transformed and let her climbed on his back once more as they resumed their journey towards the lake. Once there, it was only a wide white expense of snow and ice and nothing else in sight apart from a island on the distance. Sari was still trying to find a way to ditch him... if only she could signal ratchet that she was here! She knew they were right over the ship, but not how to contact him! So she led the spiderbot in circle for a while until he got fed up with her and asked, annoyance clear in his tone.

"Is it still very far? I see absolutely nothing around here!"

"Yeah, I'm sure it's close! Well, almost certain! It should be!" She replied, trying to sound sincere.

"Are you certain? You're trying to lead me astray are you?" he asked skeptically, and she felt like he was looking at her intensely.

"I know what I'm doing!" He huffed, crossing her arms over her chest.

Tarantulas transformed and she landed on her ass on the ice, and he stood over her, arms crossed over his chest.

"Ow! What was that for?!" She grumbled, rubbing her sore bottom.

"You shouldn't mouth off to a giant venomous carnivorous spider." He hissed at her, looking royally annoyed now.

"Well, whatever, Bug Dude!"

He growled and turned his back on her to calm himself, then saw something that made him frown. He realized that he'd been fooled all along! That little brat! Oh, he should've ate her when he had the chance...

"Those are my tracks up ahead! You made us run in a circle!"

"Uhu... Maybe?" She grinned, her mischievous streak coming back to her.

"Do you even KNOW where the Allspark is?!" Tarantulas said baling his fists, a low hiss underlying his words.

"Here's a hint. How long can you hold your breath?" She said smirking, feeling a low rumble starting to rise from below them.

"Its... underwater?! My organic half could never survive!"

He was angry now and he was about to lunge at her when the ice around them exploded when something huge came through it. Sari and tarantulas were both sent flying, but Sari felt herself be caught by a large hand and pulled against a warm chassis before she could hit the ice below. a moment later she found herself curled against Ratchet's chassis and crying her eyes out.

At last! She was saved!

"There, there, now, tell me what happened?" The old medibot soothed, stroking her back as she cried hard against him.

She started to tell him all that had happened from the moment she left the base to when she was saved a few moments ago. She left nothing out, she needed to get it all out of her right now before she exploded. All those horrifying images... Ratchet couldn't help but feel disgusted at some of the things she told him. That tarantulas was even worst then he had imagined! Scaring a little girl like that... She was bound to have nightmares for weeks now. Right now though they had a battle to win and he had to concentrate on getting the others to safety. Those Decepticons weren't going to beat themselves!

Nightfall, coast of Lake Erie

He woke slowly with a pained groan. After being ejected from the Autobot ship, tarantulas landed hard against the rocks of a cliff and some fell on him, knocking him out. He blinked several times to clear his optics and shook his head, his vision still a bit blurry. That little BRAT! She betrayed him! Such a good little Autobot's pet... They would be proud! He was sure Elita was pretty proud of the little brattling herself right now!

That only proved that he could trust no one but himself, not even a child. He lowered his head, gritting his fangs together with a clicking sound. The Allspark was now completely out of his grasp, so that option was now closed to him as well. He wasn't going to give up though, he would find a cure and rid himself of his organic half! He didn't need help for that! Seamlessly he transformed and disappeared into the night towards the city.

Meanwhile, Autobot base

The battle was over but it had been won at a terrible price. The Allspark was gone and professor Sumdac was missing. In the aftermath of all the destruction, the Autobots regrouped in the base with their little human friend Sari whom, since she had realized her dad was gone, had been oddly silent. Elita, once they were in the base, went up to the little girl and knelt by her, looking down warmly at her.

"Sari, you have been very quiet since the battle. What is wrong, little one?" She asked kindly, putting a gentle hand on her shoulder.

She looked up at her and the femme could see a few tears threatening to run down her cheeks. She gently wiped them with a tender digit and pulled the little human into her lap, hugging her. She rocked her and soothed her, her maternal instinct kicking in at the sight of such pain in those young eyes.

"Its... You remember Tarantulas? The spiderbot we met at Halloween?"

"How could I forget." Elita said with a sigh, those memories weren't very good for either of them. "What about him?"

"I met him today... After I ran off." She whispered, hiding her face in the kind femme's waist. "I accepted to help him find the Allspark because I was so angry! I wanted to get back to you for taking the key from me..."

She sobbed now and Elita could feel tears against her plating, and she patted her little head soothingly, shushing her gently and humming her engines in a calming way.

"It's okay, Sari, I'm not angry. What happened? You can tell me."

Sari then told her what happened with the bear and the way Tarantulas acted and how she was terrified she was going to die and be eaten alive. She told her everything the same way she had told ratchet earlier when it was still fresh in her mind. She was sobbing harder by the end of her story and looked up at Elita, her eyes puffy and red from all the crying she was doing.

"Sari... If it can help a little, I knew him before he became... what he is today. He was a kind mech and a good spark, loyal and strong." She sighed and looked sad herself, but she was smiling down at the little human. "Even if he acts like it, I think it was more because he wanted to prove to himself that he was a monster and had to act like one. I don't think he's completely monstrous. The mech I used to know, Optimus, must still live somewhere inside this creature and I'll help him find it back if it's the last thing I do. I'm responsible for what he is today..."

"Really? What was he like? Tell me more please, Elita." Sari asked, curiosity finally managing to push the fear and pain to the backseat for now.

And Elita recounted for her many of her adventures with Optimus and Sentinel from where they were all young and fresh from the Autobot Academy. reminiscing helped her put into perspective what Sari had just told her as well, and strengthening her resolve to help Optimus get back to what he used to be. Later when she looked down at Sari, she saw that the little girl was asleep curled up in her lap, and she smiled. She carefully lifted her and carried her to a comfortable couch she could use to sleep on. She put a blanket over her and tucked her in. She heard a soft chuckle behind her and saw Ratchet leaning against the doorway, a smile on his lips.

"You have a way with kids, Prime. She sure needed the audio you leaned her tonight after what she went through today." He said softly and walked closer into the room. "I sure as the Pit am not good enough to have pulled it off."

"Thank you Ratchet. She just needed someone to listen to her. I was just glad I could help." She replied, crossing her arms over her chest and speaking in a low voice. "It helped me too..." She admitted, looking back at the medic.

he smiled and put a hand on her shoulder, squeezing for a moment.

"I'm glad to hear that, Prime. You sure isn't good to open up. It helps to get things out of your systems sometimes. Bottling up is never good for your health."

"Yeah... I'll try to remember that, my friend. Good night Ratchet." She walked past him to leave the room and he followed, shutting the light once they were both out.

"Good Night, Elita." He answered, watching her walk down the hallway and disappear into her own room.

he shook his head and walked to the medbay and closed the door, going to his own berth at the back of the large room. Despite all the emotions of today, good or bad, he was sure that things will turn out alright. This time had survived a near apocalypse, they could survive anything.

They had a strong Leader after all.

-To be continued...-