The warehouse was empty, devoid of human life.

Emphasis on human.

Airachnid, Decepticon and huntress, purred as a dozen suited men and women cleaned out her joints and polished her armor with a deliberate calm. Indeed, as the warm wax buffers glided over her frame, the spider could not detect a hint of fear amongst any of them. Understanding, yes. A buried sense of respect, of course. But fear?

None. Only determination. It baffled and-dare she admit it-scared her. She thrived off of fear and deception. And for these organics to have none meant one of three things:

They were stupid, something that, having seen the instinctive cleverness of organics like her Jack, she doubted.

They did not understand the potential danger they were in, which again, she doubted.

Or, and this was really frightening, they understood everything and did not fear her because they did not see her as a threat. And if they understood everything, the only reason they had not to fear her would be if they had the means to deflect or counteract anything she threw at them, and retaliate with relatively assured success in return.

Intriguing.

Technically, she should have reported these fascinating creatures to Megatron. But the distrustful looks she'd been receiving lately informed her that he'd been informed of a few of her more mutinous acts, including terrorizing troops, swiping energon, ignoring orders in pursuit of her hunts.

There was a chance that he even knew about the spare parts Airachnid had been stealing to build a new ship.

So if these humans were resourceful enough to not only potential combat a cybertronian, but remain off the grid from Soundwave's ever present watchfulness, perhaps it was best to ensure they remain as backup.

"Enjoying yourself my dear?"

Airachnid lazily opened her optics and raised her head to stare at the flat screen and wheeled tv stand that had appeared in the middle of warehouse, directly in front of her. The television was on, and a man shrouded in shadows waited for her to acknowledge him.

At an unknown signal, all the suited men and women vacated the room, disappearing out into the night before the spider-bot truly registered what was going on. As the wooden door closed with a bang, instinct took over, and her extra appendages had lifted her in a second, a hiss bubbling out from her lips.

A dark hand raised in a calming gesture. "Calm yourself, my dear Decepticon. No harm will come to you here. Unless of course…" He trailed off meaningfully.

"Who are you?"

"I am Kessler. And as to why you're here, I want to offer you a spot in the new kingdom."

An optic ridge rose. "I didn't ask why-"

"You didn't need to."

Airachnid gritted her dentas, but the allusion to a kingdom peaked her interest. "What was that about a kingdom?"

"You are, by extension, family. And you've been in contact with a…interest of mine."

"Jackson," Airachnid breathed.

"Indeed."

Airachnid examined her claws in apparent boredom, but in reality her attention had been caught,, and she hung on to his every word like a trapped fish on a hook. "What is you interest in my Jack, Mr…?"

"Kessler."

"Kessler?" Her lips curved in a vicious smile. "Risky. You're something of a celebrity amongst humans."

"Indeed." The shadow snorted dismissively. "Poor, stupid little sheep aren't they?"

Airachnid let out a giggle. She liked this Kessler.

"But as to why I want Jackson..." He trailed off, and the 'Con had the feeling he was smirking.

"Yes?" she prodded, unconsciously leaning forward.

Kessler told her. Airachnid couldn't believe it. He told her again, in greater detail.

And Airachnid began to laugh. A secret that big wasn't known by Jack? How delicious! And if Jack didn't know, then Arcee didn't know. The spider-bot chuckled. She so looked forward to rubbing it in the two-wheeler's smug little faceplate!

"So do we have a deal?" Kessler asked wryly.

"Airachnid purred victoriously. "But of course, my dear. But of course."


"Jack, listen to me."

He ignored her, choosing instead to focus on the pain in his ribs.

"Jack, this is obviously a trap."

He took a shallow breath, focusing on quelling the agony. Mind over matter.

Arcee's voice was pleading now, a tinge of desperation rimming her words. "Jack, partner. You're in pain. You're injured. You need to stop."

"I can't."

"Why not, dammit! Why the hell not!"

"I…I don't know."

She swerved to slip between two cars. A chorus of horns followed her flight. "You took to many knocks to the head. We should get that checked out."

"No!" was his hissed reply, so adamant and venomous, that it even pulled him up short.

"No, you don't want to get checked out? Or, no, you don't want to stop."

"Both." He gripped her handle bars as they got closer to their destination, the shadowing of empty warehouses and lack of life, chilling him more than the whipping wind. He paused a moment to gather his thoughts. "There's something, well, weird about this, all of it. Why did Kessler choose me? If he wanted a game why didn't he pick someone strong like Optimus, or enthusiastic like Miko? For that matter, how does he even know me?" He took a shuddering breath. "I need to know, Cee. I need to."

They turned down a street, past a construction sign, just as their directions had ordered them to do. And almost immediately trouble arrived.

She wandered in sedately, strolling over the streets without a care.

"Airachnid!" The snarl was feral, uncontrollable. Jack felt his seat disappear beneath him, and then he was clasped in Arcee's strong, gentle servos. She spun, placing him on the ground, and ending her spin to face her arch foe.

"Arcee." Airachnid's response was as unruffled and smooth as ever. "You're looking a bit battered. Shame. It's no fun when the opposition's weak."

Arcee bared her dentas in a strange animalistic grin. "Come and see just how weak I am-I dare you."

"Tempting, but I must decline. I have business elsewhere." She gestured behind the pair. "They seem like they want to play however."

Arcee scoffed, not bothering to turn around. "No one's even-"

"Uh, Arcee?"

The Autobot whipped around to see what had alarmed her charge. Standing in the street, the wind whipping their hair around like rogue cowboys, stood two men and a woman. "Huh."

The woman and one of the men were slim and lean, while the other man was muscular, much like the ones at the Hancock had been. They all wore the ever-present suit and sunglasses.

The muscular one was roaring to go, practically foaming at the mouth. He kicked back at the dust, like he was going to charge. The man was more composed but he two looked eagerly, constantly flexing his hands and licking his lips and teeth. Only the woman was truly calm, eyeing the partners coolly.

Airachnid blew them a kiss. "Send me a video, loves!" She jumped and transformed, using the impromptu wind tunnel of the street to ascend quickly into the air.

"Kessler's task awaits, Mr. Darby." The woman's voice carried easily along the abandoned street.

Jack and Arcee looked at the building on their right that the woman pointed to. It was rickety, full of broken windows and dark whispers. Arcee's lip curled. "Not alone."

"Yes, he will."

"I said-"

"Arcee!" Jack took as deep a breath as his ribs allowed. "I can do it."

Arcee's faceplate was full of anguish. "Jack…don't…"

Jack simply patted her leg, and limped to the doors. It opened at his approach.

"Come on in, Mr. Darby." Kessler's voice was warm, inviting, and terrifying.

Jack closed his eyes-and stepped over the threshold. The doors closed behind him with a bang, leaving Arcee alone with Kessler's agents.

She composed her features and raised an optic ridge at them. "Is this the part where you tell me your plan for world domination?"

"No," the woman said simply. To her companions, "Kill her."

The muscled man yelled a war cry, and Arcee tensed herself for an attack. But to her utter astonishment and shock, as he charged the man began to change.

His body bulged and elongated. His face began to droop. His arms and legs thickened and shrunk. His fingers melted away. His body turned a metallic silver and then a light grey. When the change was complete, instead of a man there was a rhino the size of a semi barreling at her.

Frag, Arcee thought, before a horn ran her through.


Okay, I will be the first to say that it is unacceptable for not to have updated for so long. And for that, I'm sorry.

It has also been unacceptable for me not to review and favorite more stories, especially those written by some of my personal favorites. And for that I'm also sorry.

Finally, it's unacceptable that this story has gone on for so long. Especially since there's two more parts to the saga. And so I promise you that I will focus my energy into finishing this fic in the next month or two so we can all move on.

And so read, review, and help me stimulate the cogs of creativity!

Oh, btw, because I promised: Do an author a favor and read and review the Prime stories written by Smart Kira. Please? She's got some pretty good stuff going on.