Disclaimer: I do not own Transformers Prime. It is the rightful property of Hasbro. My only claim is the plot to this fanfiction.

A/N: This fanficiton has been on my mind and it just doesn't want to stop, and I hope you guys really appreicate that I've managed to get so many chapters out within a week's time. It was not easy, I can tell you that right now, so please leave a good review so I can see what everyone thinks of all this, okay? Thank you! Now...BACK TO THE MADNESS!

xXx

Rise of the Predacons

Chapter 4

A dark vessel soared over the quiet town of Jasper. The Nemesis sliced through the night like a predator above the unsuspecting humans. In the archive chamber, Soundwave had stopped his work on decrypting the Iacon inscriptions when he picked up a transmission from Laserbeak, who was supposed to return two nano clicks ago. The information his surveillance partner had provided had been important enough for him to deem sufficient to halt his work and alert his lord: Megatron.

He had left his post and sought out his leader on the bridge, where the tyrant ruler of the Decepticons was staring down from the viewing screen at the tiny little human settlement.

"What a vulgar, dust ridden place…" he heard his lord murmur under his breath just below normal receiver levels.

Soundwave's receivers easily caught the frequency as his had been greatly upgraded, allowing him to catch what others thought were out of normal receiver range. That was how he earned the name Soundwave. That was what made him an efficient servant unlike the rest of the rabble to his one and only lord. He observed what his master could not, what he needed to know in order to keep a tight grip of control over his ranks.

He clicked the tip of his heel on the floor as he approached Megatron silently. It was his secret code to his ruler that allowed Megatron to know whenever he was near. Upon hearing the small click Megatron turned his head slightly to gaze down at his most faithful minion.

"Soundwave, what have you discovered?" Megatron demanded immediately. He knew his subordinate well enough that he would never stop a task he had assigned him, unless something of great value to him arose.

As always, Soundwave did not talk. He simply walked close enough to Megatron and his visor replayed the images that Laserbeak had transmitted to him.

Megatron watched from Laserbeak's point of view as the Autobots worked their way to an abandoned human mine. His bladed, curved brow rose up in wonderment when he saw his rival Optimus Prime crawl into the mine.

"Hmm, this does not bode well. Optimus is not the kind to go crawling like some earthen slug unless there was something to be gained," Megatron said to Soundwave. "I wonder if they had somehow learned the location of a lost Autobot artifact. Why else would Prime be searching such a place?" He turned to the console next to him and opened a link to his newest first lieutenant's resting chambers. "Dreadwing…I have a new mission for you."

"I shall obey, Lord Megatron," came Dreadwing's expected reply.

"As well you should…especially after your failed attempt on the last mission I ordered you to complete for me," Megatron sneered condescendingly.

Dreadwing averted his optics from his lord's, not wishing to show the shame he still felt from failing to retrieve the Apex armor that Starscream now had in his position. "I promise I will not fail you a second time, Lord Megatron."

"For your Spark's sake, you best not. I'm giving you a chance to redeem yourself, Dreadwing…do not fail me," Megatron threatened lowly.

"What is your command?" Dreadwing asked, wishing to get straight to business so he could please his leader.

"Soundwave had detected Autobot activity at a nearby location. I want you to go there and find out what they are up to and find whatever they may be looking for," Megatron ordered.

"Could it be another artifact?" Dreadwing speculated.

Megatron nodded in confirmation. "I believe so and if they have tracked down another artifact, it must be retrieved by us! I want you to take Knock Out with you on this mission, and I will be sending a few Insecticons with you to ensure that you will succeed in your mission."

"I shall leave at once, Lord Megatron…by your leave," Dreadwing said and bowed his head to the screen and cut the transmission.

Megatron grimaced silently. They have had far too many setbacks to the Decepticon cause that continued to prolong his galactic conquest. This planet had proven many surprises to him since they first broke orbit. In that time he had come to not underestimate the unsuspecting dirtball of a world, especially after the recent discovery of the planet core's true identity: Unicron the Destroyer. Because of that fact alone, he had to conquer this world to reap its resources and find some way to take Unicron's power for himself.

That would not be possible with the constant interference of Optimus Prime and his wretched Autobots!

He needed to gain ground in this war and he needed to do it swiftly. To do that, he would need more soldiers that would follow his command. He had already had to deal with two betrayals that still raised his ire to this day. The most annoying of the two being his second-in-command, Starscream. The ambitious fool had thwarted his plans in pursuit to lead the Decepticons for his own self-gratifications. It irked him greatly that the fool now had the Apex Armor, an indestructible suit of Cybertronian armor, in his possession and it was only a matter of time before Starscream appeared to take advantage of his gain.

Then there was Airachnid. She in her own way had tried to take his place as had Starscream. But her greatest crimes was taking control of his Insecticons and sending them to terminate his Spark, not once, but twice! And there was the little matter of her extinguishing Breakdown. He felt no sympathy for the loss. It was Breakdown's own recklessness that led to his own demise in underestimating the treacherous spider-bot, but he was still one of his soldiers and his death would be repaid when her own Spark was ripped out of her body.

It did concern him more that they could not retrieve Breakdown's remains. He could only imagine it was the same humans that had managed to trap him the first time and take his right optic from him. He gathered that the humans wanted to obtain the rest of Breakdown and did once the opportunity presented itself.

He normally would have thought it was simply out of stupidity that Breakdown was captured by a weak, inferior species like the human race, but then his opinion of the species changed when he learned it was a human girl that destroyed Hardshell. The remains had been impressively demolished, and that made him think that the humans were more of a threat to him than he had originally deemed. But as the Decepticons were now, they could not deal with the growing threat the humans presented to them. If they were all as tenacious that the one that terminated Hardshell, then he would need more power and numbers to boost a counter-offensive.

But now was not the time to dwell on that detail.

"Soundwave, return to deciphering the Iacon Archives…but keep Laserbeak in the area to continue his observation and keep me posted of all activity. I wish to know the moment Optimus has discovered anything of value…and to see just how well my subordinates perform. I grow tired of the growing incompetence amongst my ranks, if they fail me because of their stupidity, then I want proof that it was that and not some pathetic excuse," Megatron instructed.

His silent spy bowed to him and quickly returned to his assignment, swiftly sending Megatron's orders to Laserbeak.

xXx

Airachnid had found herself busier and busier as Jack's transformation continued. She strained through her changes to finish her task of preparing the energon for better consumption, and then feed it to him before he got too weak again. It was slow going at first but she soon had a pattern and instinct had somehow begun to play a role into it. With some of the liquefied energon, she began smearing it on the cocoon she created around Jack. The webbing absorbed the energon and began to charge the cocoon with a soft, pulsing glow. That had proven worthwhile to do as Jack's condition had stabilized and he no longer looked to be in agony. His face had gone cold and motionless and began to crack as his growth started speeding up. Seeing this, Airachnid used more of her webbing to cover his exposed face and smear fresh energon on the new layer. It would seem his transformation no longer required her to feed him so constantly. All she need do now is wait for the completion of her work and soon she would have her ideal partner.

Her own transformation was almost done. Already she could feel the difference in her form and the nature it provided. Her vehicle-mode was completely removed and deleted from her altered T-Cog, replacing it with a more suitable one as she had anticipated. She was not yet ready to try out the new mode as there were still some configurations that needed to be done, but the rest of her structure finally looked more living and yet she knew the transmetal-like coat of armor around her body would prove as strong if not stronger than normal Cybertronian armor. She still had the same coloring as before, a black carapace exoskeleton with purple plating around the more 'softer' looking parts on her legs, arms, and neck, where a more skin-like synthetic cover molded over her servos and mid-section. Her golden plating remained as well but with black striped markings added to it. Her helm had remained mostly the same, only now she had purple glowing orbs which she soon realized were in fact optics growing out of the plating of her forehead. Her spider-like limbs had finally matched up and now she possessed eight spider legs instead of just six.

Her weapon systems had not changed at all, that she had purposely kept as she preferred how they were before. She did however feel that more was added, but she could not determine their exact function until she was fully finished re-configuring. She did however begin following a particular instinct that was driving her on and obeyed, seeing the logic in it after she analyzed what the need was. Stretching out her new spider legs, she tested them to see if they could hold her up and they did. She worked her way up to the walling of the cavern and began spinning strings of webbing all over the place in a complicated pattern not far un-similar to an earth spider. The strings were set low to the ground and over high around all the tunnels that led to the chamber, and would act as a warning signal if an intruder should touch the web. She tested the vibrations and found her sensors had doubled in sensitivity, allowing her to notice the slightest of movements along her web.

The energon that had yet to be harvested radiated through the webbing and created a circuitry through the entire chamber. Seeing this, Airachnid created a few more strings to Jack's cocoon to connect with the energon, and to her amazement, the webbing became a conduit for the energon and pulsed its life-giving properties into the cocoon.

"I should have embraced this part of me centuries ago!" Airachnid hissed in delight. "Such untapped power and all but my own inhibitions have stopped me from taking advantage of it. No more! I will become a new life-form this day and soon, my kind will spread through this universe…and you." Airachnid worked her down to the cocoon and pressed her entire frame against it, wrapping her arms and a few of her spider legs around it adoringly. "My sweet, dear Jack. You and I will rule all we see and bring such delicious agony to those that cross us!"

She felt the cocoon stir as if in response to her promise and she smiled evilly.

"Oh, you like that idea, too? I'm so glad to hear it!" Airachnid swooned, running her clawed fingers affectionately over the cocoon. "Mmm, please hurry, Jack. It's beginning to become unbearable to wait for you!"

The cocoon stirred more violently and she laughed darkly.

"Yes, I feel you! You're almost ready! Your body has taken to the techno-organic virus better than I could have imagined. It was destiny for this moment to pass, my Jack!" Airachnid crackled near the borders of insanity. "Hurry, Jack, hurry! I'm right here waiting for you!"

The energon in the chamber began to pulse faster and a humming vibrated through the air as the webbing glowed brighter. She had no idea how this was working, all she knew was that it did. It no longer mattered, her new body had known exactly what to do in order to make this all possible and soon she would not be the only one of her kind. As she crackled madly, the Decepticon insignia that had long ago been carved into her plating had begun to mutate. The once fearsome face had started to warp into an insectoid-like one with round eyes and a bladed-face plate sliced down into a needle-like point. It shined with the same light as her optics and pulsed like a heart to the same beat as the cocoon.

Her frantic excitement came to a dead halt when she felt a vibration travel from a strand on the other side of the chamber. She whipped her head around and hissed angrily as the vibration continued to get heavier. "Someone is here!" she growled venomously and bared her fangs as a greenish ooze started to pour out of them. "Whoever has the bearings to disrupt this moment will suffer like no one has before!" She turned to the cocoon and pet it lovingly. "I will be back soon, my Jack. I won't be long…"

She sensed movement from within again and she smiled pleasingly. "I know…I know, you don't want me to go, either…but I must defend you until you are ready, my sweet one."

She extended her spider legs and took to the ceiling of the chamber and made her way as swiftly as possible to the spot where the vibrations had come from. She closed her optics and reached out with her new sensors to understand what could be tripping her web. At first she just knew something was shaking it and then she began to 'see' the movement of the thing that had gotten caught by the string, she could feel how it was moving and knew instantly that it was trying to get the web off itself. Smirking to herself, Airachnid flexed her hands as the blasters in her palms charged up.

It was close to the chamber and from its jerking rhythm; it knew that it had gotten caught in her trap. Then she felt another source causing a vibration right before the string was sharply cut with a familiar ring! Her optics shot wide open and a hiss escaped through her metallic lips. "I know that sound. Only your blades have that kind of ring, Arcee!" Airachnid cursed and prepared herself.

She wished her own transformation would complete itself so she could take advantage of all her operating systems, including her new transformation mode. Then she'd stand a greater chance against Arcee and whoever else she had brought along. It was foolish to think that the Autobots wouldn't find this place so soon. Arcee was like a faulty wire, no matter how many times you try to fix it, it kept shorting out when you least wanted it to.

Her fingers danced in anticipation for the coming battle. She was going to make the blue femme bot suffer as much as possible and finally have the satisfaction of ending her spark. It was just a matter of waiting for the right more…to strike!

She locked on instantly at the entrance of the tunnel and started blasting as something zoomed out of its depths. It moved just fast enough to avoid being hit directly. It took her a moment to see it was a yellow and black-striped vehicle and it was tearing up her well-placed webbing with its tires, destroying some of her work. The yellow and black-striped car swirled to the side and unknowingly severed one of the strands that connected to Jack's cocoon. It shook violently and the energon that it had provided faded some.

"No! Don't ruin his progress!" Airachnid screamed in pure hatred at the car and blasted away madly.

The car transformed and she soon recognized it to be the Autobot they called Bumblebee. She glared even more as she remembered this particular Autobot as part of the team that interrupted her chance to first extinguish Arcee's spark. That only fueled her burning rage and started firing even more.

Bumblebee let out a series of loud noises as he flipped and dodge the onslaught. He drew out his blasters and returned fire and started leading Airachnid away from the tunnel entrance. He did so to buy Arcee enough time to get through and she came dashing in with her blasters humming at the ready and locking her optics to where Bumblebee was firing, then she gasped as she saw Airachnid's bizarre frame-work. There was no doubt that something very weird had happened to her and if she had been trying to imitate a real arachnid, she had finally succeeded. Her shock only grew when she finally noticed the pulsing cocoon connected to large deposits of energon crystals.

"By the All-Spark…what is that thing?" Arcee murmured and quickly started looking around for her partner. "Jack?! Can you hear me?!"

She took one step toward the cocoon and then heard Bumblebee cry out in pain. She looked sharply back to her comrade to see Airachnid had impaled his right arm with one of her altered legs and then fling him aside as though he weighed nothing!

"Get away from my Jack, you useless scrap!" Airachnid shouted in anger.

"J-Jack?!" Arcee whipped her head back to the cocoon and her processors had quickly realized the significance of it. "No…Primus." Arcee's optics glowed with anger and she pointed both her blasters right at the altered Decepticon. "What have you done to Jack, you slagging Con!"

"I won't waste my time explaining it to you, Arcee. He's mine now and that's all that matters!" Airachnid hissed in reply and readied her own blasters.

"You're going to tell me what you did, or I will rip each of those ugly legs off you one servo at a time!" Arcee vowed heatedly.

"Don't make promises you can't keep!" Airachnid replied and then fired her blasters, taking aim at the blue femme-bot's feet so as to not accidentally hit the cocoon.

Arcee pivoted away as was to be expected and Airachnid took that moment to switch to her web-shooters and fired off a string right at Arcee's face. The string caught and covered the blue Autobot's face, and she changed her arms back to hands so she could try and claw the webbing off her faceplate. Airachnid grinned in triumph and yanked back, pulling Arcee off her feet and flying straight at her. When she was close enough, Airachnid reached out with her normal leg and kicked Arcee right in the middle of her frame, and then kneed her in the chin. The blow sailed Arcee away from the cocoon and she positioned herself between the two Autobots and her precious Jack.

"You will never get Jack back, Autobots!" Airachnid vowed.

Arcee cringed as she picked herself up from the ground and finally ripped off the webbing covering her optics. She glared at her source of her pain and nightmares with all the hatred that burned in her Spark. "You are going to pay for whatever you did to Jack, I swear it!"

"And what is it that you plan to do, kill me?! You've tried that before and always lacked the bearings to do it. This time won't be any different," Airachnid sneered at the enraged Autobot.

"No, this time I will finish what I started. You won't live after tonight!" Arcee declared as her blades extended out from her forearms, and then charged at her with a near primal war cry.

Airachnid yelled out her own version and dashed forward to clash with Arcee. She reared up the front top spider legs and relished the chance to finally see just how well the new serrated blades held up against a Cybertronian's blade. She lashed out one leg at Arcee to test it. Arcee blocked the incoming leg and her blade shook violently when it stopped the serrated blade end of the limb. Seeing it up close, she gasped and worried of the damage it could cause her if Airachnid landed a direct blow. It pierced through Bumblebee's armor easily and he had a thicker layer than her. One good hit and she'd be ripped to pieces. Thankfully, her blade held up fine and protected her from being sliced, but the force of the leg had been stronger than she remembered and was thrown aside.

She crashed and rolled as best she could back to her feet and stared at Airachnid in bewilderment. How in Primus's name did she get this strong?! she thought right before jerking away from her position to avoid being impaled by an oncoming appendage.

"Yes, just keep running away, Arcee…sooner or later I will get you, and then I'll take the great pleasure of ripping out your Spark! I may even take your head as a trophy as a reminder of this moment," Airachnid toyed playfully, smirking evilly as she approached Arcee slowly.

"Like that'll ever happen!" Arcee grunted and switched back to her blasters and fired right at the spider-bot's face.

Airachnid quickly used her spider legs to kick off the ground and cling to the ceiling to avoid any direct hits. She started to hiss at Arcee when a beam from behind got her in the back. Screaming, she collapsed down to the ground and groaned in pain. She looked over her shoulder and saw Bumblebee had rejoined the fight, using his only operating arm to take a shot at her. She started to make her retaliation when she felt the barrel of a blaster press against her head.

"Don't move, you sickening Con," Arcee growled in warning.

Airachnid wanted to scream in frustration but relented as she feared the act might be mistaken for a hostile counter. "I should have ended your Spark when I had the chance…"

"Funny, I was thinking the same thing," Arcee replied heatedly and readied to fire.

She was halted when Bumblebee grabbed her shoulder. (Arcee, wait! We gotta wait for Optimus to get here so we can figure out what she's done to Jack!) he bleeped.

"I'm not waiting for Optimus! This Con has been nothing but a source of suffering for me ever since I first met her!" Arcee growled and shrugged off the scout's hand angrily. "I'm gonna end this once and for all!"

Just as she was about to take her shot, Optimus Prime finally made his appearance through one of the tunnels just behind the deposit of energon crystals. "By the All-Spark…what has happened here?" Optimus Prime remarked as he observed all the webbing and then the cocoon resting near the energon crystals. He quickly spotted Arcee and saw she was getting ready to destroy Airachnid and shouted out to her. "Arcee, stand down! We do not know yet what has happened to Jack!"

"I already do! He's inside that cocoon. She put him in there and done something no doubt horrible to him!" Arcee shouted back and slammed the barrel of her blaster against Airachnid's head.

Airachnid hissed at the pain and smirked as it excited her. "Heh, heh, please, give me more!"

"I won't give you that kind of satisfaction!" Arcee replied sharply.

Optimus had finally gotten himself out of the small tunnel and marched over to Arcee and knocked her arm away. "I said, stand down! Until we know more about the situation, we cannot allow Airachnid to go offline."

"Optimus! You can't be serious, not now! She deserves to go offline!" Arcee screamed in utter frustration at her leader.

Optimus sighed and shook his head once. "Arcee, I am only thinking about Jack and if he is indeed within the confinement of that cocoon, we need first know exactly what Airachnid has done to him."

Arcee shook with anger but she relented and reconfigured her blaster back into her hand.

Optimus then turned his full attention on Airachnid. "You will tell us what you have done to Jack, Airachnid, now!"

"Or what? You'll end my Spark yourself and rob your hot-headed subordinate the chance to reap her vengeance on me?" Airachnid taunted.

"You will tell us or I will allow Arcee to finish what she started," Optimus Prime retorted bitterly.

"You're gonna have to try harder than that, Prime. But you're too late, anyway. Jack is no longer the human you once knew…he's mine now, and I'll be damned to the Pit before I let you take him from me!" Airachnid growled darkly at the leader of the Autobots.

Bumblebee had wandered over to the cocoon and started to reach out to touch it. Airachnid saw it and shrieked out at him. "Don't touch him, you wretched Autobot!"

The scout jerked back in surprise and glanced between her and the cocoon, not really sure what to make of the situation. Optimus Prime also felt the same as he was not sure of Airachnid's strange behavior. By all accounts they should have found Jack either offline or used in a trap to get them all. He then pondered on her alternate features and was curious about them.

"Airachnid, why did you take Jack if not to terminate him?" Optimus Prime demanded softly.

Airachnid jerked her head and glared at him. "You wouldn't understand, none of you would! I gave him the chance to become more than he is, a chance to rise up from the pathetic species he was born from and forced to co-exist with!"

Optimus narrowed his optics. "You had no right to force this on Jack, Airachnid. He is a sentient being and should be given the right to make that choice for himself."

Airachnid just chuckled madly. "You are a fool, Optimus. None of us have the freedom of choice. We have to take whatever we can by force in order to survive…I learned that a long time ago."

Optimus could only feel sadness as he remembered back to that day when this crazed Decepticon was once a proud Autobot. To see her fall so far had grieved him down to his core and he knew…he only had himself to blame for this tragedy.

"I wish things were different, Airachnid…but your crimes cannot go unpunished any longer. You will tell us what you did to Jack and how to reverse the damage you have inflicted on him," Optimus stated grimly and activated his sword in his right arm and his face-shield covered his face. The blade hissed out at his side and he pointed it at her to show he was indeed serious.

"It's too late, Prime. Jack cannot return to his human state after giving him a particularly vicious virus. He is now like me and will always be thus. I have achieved something not even Megatron could have hoped to do!" Airachnid giggled insanely, her optics turned toward the cocoon. "Soon, Jack will awaken and he and I can be together."

That startled them all. Optimus gazed at her in horror and then slowly moved his head to stare at the cocoon himself. "What have you done?"

"I made him the perfect partner…the only one who can be my equal in this wretched existence," Airachnid replied softly and despite Optimus's blade pointing at her, she stood up and sauntered over to the cocoon and hugged it lovingly. "Please…just let me see him one more time, let me hold him before you terminate me."

"Get off him, you slag-walking pile of scrap!" Arcee shouted and brought out her blasters once more and started to aim them, when Optimus silently put his hand over her arms.

"Arcee...don't. Look at her…she's beyond any of us now. She's sunk far into the madness that turned her into the creature she is today," Optimus Prime said in pity.

"Then that's all the more reason to put her down" Arcee challenged.

Optimus remained silent for a moment. Truly frustrated with how this all turned out. He had no idea just how things had gone this far, but if Jack was truly altered into a being like Airachnid, then there may be no hope of saving him. But he owed the human too much and had to do whatever he could to try and save him. In order to do that, he had to ignore Airachnid's wish and take the cocoon back to base.

"Airachnid, stand aside. We are taking Jack back with us," Optimus Prime declared.

Airachnid became hostile once again and bared her fangs at them. "Over my scraped body!"

"If it that is how it is…then so be it," Optimus Prime replied and slowly started to approach the insane Decepticon with his sword at the ready.

He was oddly impressed when Airachnid pressed her back to the cocoon and continued to hiss at him like a real primitive organic creature. He found himself feeling very wrong for what he was about to do, and had to use his entire will to bring up his sword and ready the strike.

"Please, understand that I am sorry that is has come to this," Optimus Prime said sadly.

"Never…Never will I forgive any Autobot," Airachnid whispered bitterly as she prepared to fight.

The expected outcome was interrupted when a wall of the chamber started to shake and crumble as a massive drill worked its way out. It charged on forward and behind it a squad of Insecticons, six to be exact, and two familiar Decepticons stalked out from the newly made tunnel.

A red and white chromed Decepticon sneered at the surroundings and made a disgusted face when he spotted all the webbing. "This place is horrible. Look at all this revolting stuff on all that beautiful energon!" Knock Out commented.

"Be quiet, you fool," Dreadwing ordered and marched over to the Autobots. "Prime, you will state your business here and why you are in the presence of the traitor Airachnid."

"This is a private matter, Dreadwing, It has nothing to do with you or Megatron," Optimus Prime warned.

"Regardless, Lord Megatron has demanded to know what you are after, Prime. I will know what you are doing here before I have you all destroyed," Dreadwing stated firmly.

"What does it matter? I don't see any artifact in here, just that ugly ball hanging behind that wretched traitor," Knock Out remarked curtly.

"It is as it appears, Dreadwing. We have come here, but not in search of a lost artifact. We are here to reclaim one of our own," Optimus Prime admitted. Slowly he turned some so he could defend himself from their assault and if Airachnid chose to attack him. He did not miss the happy gleam that appeared on the femme Decepticons optics when she spotted the Insecticons with Knock Out and Dreadwing. It did not pass him by that she just found her way of retaliating on them all. "Dreadwing, I will ask you this once. Please leave this matter to us and return to Megatron before it is too late!"

"I only follow the orders of my lord, Prime. You should have learned this by now," Dreadwing countered, starting to become very irritated with the Autobot leader.

Airachnid smirked darkly as she rose herself up on her spider legs and focused her will on the Insecticons. "You should have listened to Optimus. Then you might have gotten out of this alive!"

Dreadwing was about to order her to be silent when he noticed the Insecticon next to him start to shake and violently toss his head back and forth. Then it went still and slowly turned its face to him and flared its bladed mandibles at him. Seeing the danger he stepped back in time to miss being swiped by the Insecticon's claws and drew his weapon and pointed it at the traitorous bug.

"You dare to attack me?!" Dreadwing snarled and fired his weapon.

He got the Insecticon right in its snapping jaw as it had started to lunge at him. The Insecticon screamed in response and that opened up for the other Insecticons to attack their former allies along with the Autobots. Knock Out was cringing and yelping as his support troops turned on him and tried to claw up his beautiful paintjob.

"I told Megatron these things were trouble!" Knock Out shouted and drew his electro-staff out to shock one of the Insecticons in its side until it stopped moving permanently.

"What is going on? Why are they attacking?" Dreadwing replied, firing a few more shots at the same Insecticon that had tried to harm him.

"It's Airachnid! She's controlling them!" Arcee answered him, ducking under the claws of an Insecticon that had chosen her as its target.

"Airachnid, call them off at once and maybe I will persuade to Lord Megatron not to rip out your Spark!" Dreadwing commanded and tried to point his weapon at the spider-bot, then growled when an Insecticon kept getting between them.

"I think not, Dreadwing. There is no way I will ever grovel to Megatron ever again," Airachnid said calmly as she observed the battle and cradled herself against the cocoon. "Soon, I will have all that I will ever need."

Dreadwing snarled at the traitorous femme Decepticon and took quick note of her interest with the cocoon. "If that is how you wish it, then I will just have to ruin your plans!" He fired off a few quick blasts to knock the Insecticon standing in his way back and stormed right by it and slammed the barrel of his weapon at its face, then fired at point blank range, shattering the Insecticon's visor and killing it instantly.

He ran right at Airachnid and took aim at the cocoon and fired right at it. Airachnid screamed in fear and to his surprise, she launched herself right between the shot and the cocoon. She shielded it as best she could and braced for what was to come.

"No!" shouted Optimus Prime as he saw the weapon go off.

Time seemed to slow for everyone as the shot sailed toward its mark. Airachnid closed her eyes and waited to join the All-Spark, regretting only that her plan failed and she would never be able to reap the reward she so wanted. Then something grabbed her. It was strong and its grip was like the strongest Cybertronian metal. She felt it wrap around her shoulder and pulled her aside as the shot came close to hitting her. She yelled in surprise and jerked her head around to see who had saved her.

A large black arm had produced itself from the cocoon and a primal growl escaped from it after the shot had burned a hole into it. The arm was heavily plated and spiked out along its forearm and three claw-like blades rested on top. Where its servos bent there was grey colored metal 'skin' plating with purple striped markings around the edgings. The hand that had grabbed her was similar to Megatron's taloned fingers, thick and long and ended with sharp tips. The cocoon started to move and began being ripped away from within.

The battle had halted then to witness the being's birth as it clawed away the webbing and soon began visible for all to see.

"What on Cybertron…?" Dreadwing started to say and then fell silent in fear as the creature before him let out an earth-shattering roar.

The creature looked like a Cybertronian and yet not. It was as taller than Dreadwing himself and was heavily plated with a strange black scaly armor that looked almost completely organic and yet shined like metal. The creature's chest was adorned of a bizarre set of corkscrewed horns attached to what appeared to be the skull of a reptile. Its shoulders fanned out with more horns and curved up like blades. Like its arm, its legs were thickly spiked and ended with three massive claws for feet. Attached to its other arm was a long shield that looked more like a really thick spear, the plating was jagged and multi-layered and narrowed down to end with a wide spearhead. On its back were two folded appendages that looked like serrated swords folded in. Upon its head was a helm that coiled up into two corkscrewed horns with a few bladed edgings that made up a forehead protector, giving the helm a crown-like resembles. The face was squared out and somewhat long and its eyes had started to open to reveal glowing purple optics with black reptilian-like slits. Just by these features alone, Dreadwing could tell it was a male type form and from the model of its body, it was a foe to be wary of.

On its side was a slight singed mark where the shot had made contact and the black scales that had been burnt looked to be repairing themselves in a flash. The creature looked at its repairing wound and then up at Airachnid who was still trapped in its iron-grip.

"Oh, my Jack…you look even better than I ever dreamed of," Airachnid purred at the dark warrior.

The creature seemed to register the name and brought Airachnid closer to his horned chestplate. "Airachnid, you tried to save me?"

"Yes, I wasn't going to let anyone damage you! Not after you came this far, and look at you! A dark prince soon to be a king!" Airachnid swooned and leaned her frame against his.

The new being that used to be Jack blinked his new set of optics and groaned some. "Everything is so hazy still…hard to think."

"You're still adapting, my Jack. You're reformatted processors haven't adjusted to their new functions," Airachnid replied and reached up to stroke his cheek.

To Arcee's horror, Jack cradled his face into her hand and sighed happily.

"Jack…?" Arcee called out to the towering being.

The dark warrior turned his attention to Arcee and focused on her for a moment and titled his head. "I know you…don't I?"

"It's me, Jack. You're partner, Arcee!" she cried out and started to approach him slowly.

"No! She's a liar! I'm you're only partner, Jack! Me!" Airachnid shrieked possessively.

Jack shook his head some and growled deeply. "Can't remember clearly. Everything feels shattered."

Dreadwing was getting impatient with the whole situation. It was bad enough that he did not find any signs of an artifact for his lord, but he found one of their traitors who had taken control of some of Megatron's Insecticons. Then there was this stranger who the Autobots kept referring to by a human name. Did this creature start out once as a human being? He did not believe such a thing could be possible.

Knock Out did and was more shocked then his comrade. "Wait, this can't be…How did that little carbon based parasite turn into that?!"

"So you believe that this thing was once a human?" Dreadwing verified as he turned to the Decepticon Medic.

"The voice is similar to the brat I've tangled with, that's for sure," Knock Out remarked as he rubbed his chin in thought. The medical scientist in him had started shifting into high-gear to just what such a transformation could possibly mean for the Decepticons. Lord Megatron would be very pleased with that kind of information after all his failures. This would be his chance to regain his lord's favor after some of his failed missions. "We need to capture that thing and Airachnid! Lord Megatron will want to know how this was all done!"

"Agreed!" He readied his two-handed blaster and aimed it at the two bizarre transformers. "Airachnid, you and your creation will submit and return to Lord Megatron. This will be your only chance to come freely. If you do not, I will bring your remains to him."

Airachnid started to hiss and begin to retort, but then was carried away by Jack as he placed her behind him and took a threatening step forward. His tri-clawed foot shook the ground as he let out a primal growl at the two Decepticons.

"You will not touch her!" Jack stated hostilely.

Dreadwing smirked at the creation's bravo and loyalty, even if it was misplaced with the psychotic Con. "Your actions are admirable, but you will concede, or I will be forced to terminate you! You may have a stronger body and some power, but I am a seasoned warrior and I will take you down if you force me."

Jack continued to growl as he brought up the shield-like spear attached to his arm and it hummed as something started to activate. The spear-tip opened up right down the middle and a red glow charged up at the revealed barrel of his weapon. This startled Jack some as the weapon came to life, but then smirked at the realization that he was armed, then said to the Decepticon, "Want to re-think that statement?"

"Your weapon does not change a thing," Dreadwing replied sharply.

"No, but numbers do. Do not forget I have control of these Insecticons," Airachnid reminded her two former allies.

"And we will not stand idle as you try and take Jack!" Optimus Prime added as he shifted his hands into his main weapons and aimed them at the Deceptions.

Jack regarded the big red and blue Autobot and felt something stir in his re-configuring mind. There was something familiar about him and he could tell that he had a great amount of respect for this particular Autobot.

"Slag it, Dreadwing. We're outnumbered here!" Knock Out said and touched the side of his helm. "Knock Out to base, requesting Ground-bridge at these coordinates, now!"

Instantly, the Ground-bridge opened up behind them and Knock Out was the first to start heading for it. Dreadwing cursed silently and started to back up slowly toward the Ground-bridge. He locked his optics on the black warrior and Airachnid. "This is not over, not by a long shot!"

Jack replied with a threatening growl and inched his charged weapon at the departing Deception.

Dreadwing sent one last glare at them all and then ran over to the Ground-bridge and it disappeared from sight as it closed.

Jack deactivated his weapon and found how disappointed he was that he did not get the chance to try it out and fight. His attention was averted when a pair of hands stroked his backside, and turned to see Airachnid gazing at him very intimately.

"Mmm, these scales feel nice," Airachnid complimented as she ran them over the synthetic armored scales.

"Stop touching him!" Arcee shouted loudly at her nemesis, only to back down when Jack narrowed his optics at her and growled in warning. "J-Jack?!"

"Careful, Arcee. His memory must have been altered along with his body. He may no longer remember who he used to be," Optimus Prime cautioned, finding the irony that something similar to what happened to him after unleashing the power of the Matrix of Leadership had now befallen on Jack.

"Please, Jack…Y-You have to remember me. I was your partner before all this!" Arcee pleaded to the black transformer.

"I…can't remember," Jack said honestly, touching his head and strained to sort out the scattered images playing in his head. "All I know, all I can trust is comfort from Airachnid…there was so much agony before, it was unbearable, but her…I remember her through it all. Her touches, her compassion, I can see her face clearly through it all."

"That's because she inflicted that on you! She hurt you, Jack, to turn you into something like her!" Arcee tried to reason.

"Jack…Let's destroy them and be done with them. That blue-bot has been a constant pain to me. I want her dead!" Airachnid stated pointedly.

Jack shook his head. "No, I…I cannot."

"Why?! Don't you want to please me? After all I've done for you?" Airachnid demanded hotly.

Jack groan in frustration. "I do! But…But I cannot hurt her for some reason."

Airachnid frowned at his response . She should have expected there would be still some emotional connection to his old partner. That she would have to correct later when she had him all alone to herself. "Then let us leave, Jack…Until you can think clearer. I will spare the Autobots this one time for aiding to defend us."

"We were only defending Jack!" Arcee reminded.

"Jack, you are not your real self. You need help," Optimus Prime said.

"If you do wish to help me, then tell me what do you plan to do with Airachnid?" Jack retorted skeptically.

"…She will be made to answer for her crimes against the Autobots and for abducting you and forcing this transformation on you," Optimus Prime said honestly.

Jack respected that he did and yet did not like the answer. His weapon hummed to life as the spearhead opened up. "That is not acceptable to me."

"Jack…do not make us fight you," Optimus Prime cautioned softly.

"Leave…" Jack whispered.

"What?" Optimus Prime uttered.

Jack drew in a deep breath of air and released a thunderous roar. "Leave! Now!"

The leader of the Autobots took a step back. He tried to start reasoning with the altered transformer only to see Jack aim his cannon-like blaster at him. Optimus paused and grimaced sadly and pressed the com-button on the side of his helm.

"Optimus to Ratchet…requesting Ground-bridge, now," Optimus Prime ordered stoically.

"What? Optimus?! You're leaving him with her?!" Arcee shouted in outrage.

"We cannot force Jack to return to us, if we do so, we will only show that we mean the same harm that the Decepticons do," Optimus Primus replied to her. "Until Jack can trust us enough to help him, we must respect his wishes."

"That's awfully kind of you, Prime…but he'll never go back to you," Airachnid smiled devilishly, rising herself up to curl her arms around Jack's broad shoulders.

Optimus Prime glared at the crazed Decepticon. "There was a time when I considered you had a chance to be saved…but now I see that you have abandoned everything that once made you the Autobot I knew…Elita-1."

The smirk fell from Airachnid's face in recognition of that name. "…You were the cause of that happening, Prime…you and Tailgate."

Arcee instantly looked between her nemesis and Optimus Prime. "What does she mean by that?! What about Tailgate?"

Optimus Prime sighed and was spared for a moment to have to answer her questions when their Ground-bridge opened up behind them. "Now is not the time...Autobots withdraw." He turned his back to Jack and Airachnid and stalked away in silence into the Ground-bridge.

Bumblebee looked unsure what to do but with his damaged arm, he knew he could not do anything so followed his leader. Arcee just stared at her leader's back with uncertainty. She thought she knew the Prime and everything that made him a great leader, but now she was filled with doubt. Feeling like something just broke inside her interior systems she started walking lifelessly to the Ground-bridge, pausing just long enough to look back at Jack with a pained expression before moving on and disappearing into the tunnel, then the Ground-bridge closed behind her and left the techno-organic transformers alone in the cavern.

Airachnid hugged her Jack and lowered her optics as memories of a time long since passed slowly returned to haunt her. Jack, as if sensing her distress reach up and placed a clawed hand on her hand and squeezed it.

"This cave is compromised…we must find a new lair," Airachnid said automatically.

"Yes, our enemies will return with greater numbers now that they know we are here," Jack agreed and turned to the remaining four Insecticons that survived the battle. "What of them?"

"Command them, my sweet. They will follow your orders as they do mine," Airachnid replied and held onto him tighter.

Jack tested this as he addressed the four Insecticons. "You will follow and protect us. Help us search for a new lair."

The four Insecticons kneeled down and bowed their heads, and said in unison, "As you command, our new Master!"

Pleased with their response, Jack turned to the nearest tunnel and left the chamber of his birth with Airachnid holding onto him, the four Insecticons following obediently behind them.

None of them had noticed the small beak-like head that poked out of a tunnel away from them. Laserbeak finished recording the scene and transmitted it back to Soundwave, then detached itself from the wall it had been clinging to and started making its way back to the Nemesis.

xXx

A/N: Before anyone starts up, no...Jack is not going to be Silverbolt, or a mini-Beast Wars Megatron. If anyone he's gonna be a bit like Scrouge from Transformers: Cybertron, but with a few added perks to give Jack some originality. But thank you for the suggestions and I have taken a few of them into account to add to the depth of this fanfiction, so please continue to encourage and I'll do my best to make them work.

Till then...