More flashbacks! Sometimes you have to establish the past in order to unveil the future. Again, since this is all back story, I'm skipping the italics.

The spider's hideous cackling grated on everyone's nerves.

"Hee hee hee hya haa haa haa!" His whole frame seemed to shake with perverse delight. "So once again the high and mighty Sentinel Zeta Prime must come to the lowly Arthrocon for help," he smoothly hissed. "To what do I owe the honor this time, my Liege?"

Zeta gritted his dental plates. He hated Tarantulas. He hated anything that moved around on legs in alt-mode in general, but Tarantulas took the proverbial cake – he was as just as hideous inside as he was outside.

Sitting across from Tarantulas in the spider's personal "lair", a laboratory on the edge of Tarn, Zeta had gone in without his usual cluster of Elite Guards. Of course Ultra Magnus would have a fit about it later; the Captain of the Guard did not like it when Zeta went anywhere without proper protection, but Zeta had reminded him that he was more than capable of fighting, even if he hadn't had to lift a rifle in years. Nevertheless, Springer, one of his trusted triple-changer Triorian guardsmen, had been posted within sniping distance. Just in case.

"I'm certain you are aware that there is … discontent growing among the lower castes," Zeta explained. "Thanks to publications of a certain Kaonian miner, bots are beginning to question their place in society. I am in need of a way of strongly persuading the minds of the masses. I believe you can provide guidance on how best to accomplish this."

"Mass thought control?" Tarantulas questioned, grinning sickly. "My my, Zeta. That's quite an ambitious means of keeping the peace. A bit... tyrannical, wouldn't you say?"

Zeta narrowed his optics. "I believe you would be the last person on Cybertron to lecture me on morality, Doctor."

Tarantulas laughed again, thoroughly amused at Zeta's discomfort. He turned from the table and went to a cabinet at the wall, opening it and reaching in for a bottle of high grade and two cubes. "Would you care for a drink? Far be it for me to forget to show hospitality to the Prime," the spider mused.

"A small drink." Zeta paused and stared at the spider. "It's not from someone, is it?"

Tarantulas feigned shock and horror, "My Liege, how could you even think I would serve you energon taken from some poor struggling wretch's fuel lines?" He set the bottle and cubes on the table, staring Zeta in the eyes, adding under his breath, "That's reserved for special occasions."

Zeta's lip curled in disgust at the thought, but he said nothing about it. The sort of abominations Tarantulas indulged in would guarantee arrest and execution by smelting if it were anyone else; even a Senator couldn't have escaped being brought to justice for long - but the spider was a special case.

Tarantulas was old. Older even than some of the most ancient and honored members of the Senate or the Council of Elders that convened only to maintain the Primal lineage. He had lived through the Age of Wrath, and had been part of the select team of specialists picked by Nova Prime to help design the first Ark - though Tarantulas had, it seemed, wisely chosen not to board it for its first and only flight.

The continuing Primes had since privately sought Tarantulas for technological information, never publicly admitting to visiting the perverse hermit for fear of their public image. As a former associate of Jihaxus, one of Cybertron's greatest scientific minds, Tarantulas knew secrets about the Cybertronian mind and body that had been lost over time. The old Arthrocon guarded his secrets carefully and exacted heavy tributes for his services. Killing Tarantulas was out of the question: his mind, though twisted, was filled with priceless, irreplaceable knowledge.

"I am willing to provide you with what you will need in order to make this happen, but it must remain covert. If the general populace had any idea of what I'm proposing, even the high-castes would revolt," Zeta said, wrestling with the repercussions of what he was about to authorize. He didn't like it. He didn't want to have to force the lower-castes into submission, but order had to be maintained. It was his duty. It was the burden he carried as a Prime.

"Oh that's easily arranged, my Liege," Tarantulas reassured, seating himself and pouring the high-grade. "I will require scientists and doctors of course - any that thirst after knowledge and are willing to lay aside personal ethics to get results would be greatly appreciated. I'll take them from the low and middle castes as well, as long as they have talent. The hunger for an improvement in class should be a sufficient means of control." He paused and tapped his faceplate with a sharply pointed talon. "Mmmn... guards for restraints, a few Constructicons that don't mind working in the Underground-"

"-The Underground?"! Zeta interrupted. "You go too far! Are you suggesting we build a complex where those creatures live?"

Tarantulas held up a hand, gesturing for Zeta to relax. "No need to worry, Prime. The Underdwellers and I have an understanding. They will leave us alone."

Zeta raised an optic ridge, but held his peace, settling back in his seat. As old as Tarantulas was, he would not be shocked if the spider said he had personally cut a deal with the Fallen.

Tarantulas slid a cube to Zeta, then began pouring his own drink from the elegant stressed-crystal decanter. "Oh, and there is a special payment I will need for such an involved and complicated project."

Zeta narrowed his optics. "And what would that be?" he asked warily, raising the cube to his lips.

"I get a bit lonely these days," Tarantulas vented with faraway look. "I would like a mate. Someone suitable as a lab assistant but easy on the optics. Preferably a rotorcraft, I've always had a bit of a fetish for flying types," he cackled wiggling his hand talons.

"You can't be serious!" Zeta exclaimed. "I'm a Prime, not a match-maker, how am I supposed to find someone you would consider suitable for a mate?" He added under his breath, "And who in their right minds would want to consider you as a mate?"

"Well, if you're going to insult me and crush my dreams, then you can find a way to deal with the populace yourself," Tarantulas sniffed, turning in his seat and folding his arms, petulant.

Zeta gritted his dental plates. "Fine," he hissed through clenched denta, "Give me a list of traits you desire in a mate, and I will see you get what you want." He knocked back the contents of his cube in a single swallow. He was going to need plenty of high-grade to get him through this ordeal.

"Very good!" Tarantulas twittered, giddy as a sparkling. "I want her about my height - not too tall, I don't care for giant females - high intellect is a must, preferably a femme with a bit of a scientific mind as well. She needs to be adventurous, and if you can find a femme rotorcraft that has this trait? Devious. Cunning is a quality I desire in a mate. I want someone who keeps me on all of my toes."

"Charming," Zeta grimaced.

"Excellent!" Tarantulas declared, grinning widely and clasping his servos together. "I will begin planning our little Institute while you seek out the personnel. Contact me in a lunation, in our usual way."

"Airburst!" Silverbolt called from the entrance to the observation deck. "You've got a communique from Sky Commander Starscream. Looks like you're being given a new assignment."

A platoon of rotorcraft-frames were occupying the observation deck on their off duty hours, chatting amongst themselves, drinking energon and watching the view of Vos from the Air Command tower. The lone femme of the group, the violet and gold Airburst stood and saluted Commander Silverbolt as he approached the group. He handed her the datapad. She looked at it curiously, not expecting any change in orders.

"Oh, Whirl, there's one for you too," Silverbolt added. "Let me just say that you are one lucky spawn of a glitch."

Whirl stood up, a huge grin on his face, his blue optics shining a bit brighter at the bit of good news. He walked over to Silverbolt for the datapad, taking it and thumbing through the bulk of the communique.

"I cannot believe the Guild actually approved your function reassignment," Silverbolt said in genuine surprise. "Do you realize how rare that is?"

"What can I say? It pays to have blades," Whirl shrugged with an easy smile.

"Aww man, does that mean you're leaving us?" Vortex asked, seeming genuinely disappointed. "Now who's gonna help me glue Dirge to his recharge bay?"

Silverbolt cleared his throat. "I'm going to pretend I didn't hear that, Vortex," he chided.

"Looks like I'm leaving as well," Airburst said, sounding a little shocked. "I've been selected for an assignment as a Senatorial attache."

"That's a shame," said Windburn, a little saddened. "You've been a fantastic second in command, but I suppose it was inevitable. With your intelligence and strategic gifts, it was only a matter of time before you ended up promoted out of the platoon."

Airburst smiled wistfully at Windburn. "Oh, now don't be like that. It's not like I'm going to be at Trypticon Station or Garrus-1! Iacon is not that far away, you can always come visit."

"I dunno, once you get involved with the Senate, they're probably gonna take over your life," Whirl warned playfully, trying to look at Airburst's datapad over her shoulder. "Seems like everyone that works with them always disappears out of the public eye."

"Yeah, once you start hob-knobbing with the big wigs it'll be like you fell out of the sky. You'll forget all about us," Vortex complained, leaning against his seat.

"Pfff," Silverbolt dismissed. "Come on guys, this isn't a death sentence, it's a promotion."

"So Whirl, you never did tell us, what are you gonna do now that you're leaving part of Air Command?" Windburn asked, curious.

"Well, I've always been interested in chronometrics," Whirl said absentmindedly, savoring the freedom he had finally earned.

"Watchmaking?" Vortex asked in disbelief. "You're gonna give up the military for watchmaking?"

"Hey!" Whirl retorted, mock-pouting. "Everyone's got a hobby, and I'm good at it. You see these hands?" he asked, holding up his perfect blue five-fingered servos. "These are forged hands. You know what they say about forged hands."

Vortex snorted and teased, "Well, I know what they say about what you do with yours late at-"

"Ooookay, let's not go there," Silverbolt interrupted, pinching the bridge of his facial ridge, and shaking his head, venting a sigh. He looked back up Whirl and Airburst, a hint of sadness in his smile. "At any rate, congratulations you two. We're gonna be hard pressed to find bots to fill the positions you're leaving behind." He took Whirl's hand and shook it, then Airburst's in turn, before saluting. Both of them snapped to attention and returned the salute. "Good luck in your new endeavors, guys, and I guess, for the last time - dismissed."

"Ahh, you must be Lieutenant Airburst! Welcome, my dear, welcome. We've been expecting you."

Inside the luxurious side chambers of the Senate hall, Senators Proteus and Ratbat were relaxing in elegant seats facing opposite one another at a stressed crystal table. A magnificent view of Iacon framed the room through a large picture window. The walls and floor were sumptuous and brilliant shades of blue, crimson and gold. The finest works of Polyhexian artistry hung from the walls.

Airburst saluted crisply and remained at attention. "Sirs!"

Ratbat chuckled. "At ease. You are allowed to relax for now," he said, picking up a mini-con sized energon cube and sipping it. He chose to remain, for once, in his humanoid alt-form, rather than bat-form. Airachnid tried not to stare as she fell into parade rest. He was so tiny compared to Proteus. He could have just as easily sat in the other Senator's hand.

"As you are well aware, you have been summoned for a special assignment according to Senatorial dispensation," Proteus began. "I am here to present you with the full details of your assignment." He raised his arm and spoke into a communicator in his gauntlet. "Go ahead and join us. Your new assistant is here."

Airburst kept a straight face, but was beginning to wonder exactly what was going on.

"Lieutenant Airburst, we are assigning you as a personal assistant and bodyguard to a very special Cybertronian," Proteus continued. "He has requested your services specifically."

"Sir, with your permission, may I ask as to who this Cybertronian is?" Airburst questioned very respectfully. These were Senators after all and even if they told you that you could relax, you did not. The gesture was to maintain an air of polite generosity even when no such thing was coming.

The doors slid open behind her, and she felt a chill go up her backstrut at the unsettling, alien wave field that entered the room before he did.

"Oh, you're here!" Tarantulas exclaimed, sounding very pleased. He chortled to himself and walked around Airburst and undressed her with his multiple eyes, purring lowly, "Be still my spinnerets. . ."

"I believe you've just met him," Proteus grinned. Darkly.

Airburst swallowed audibly, unnerved.

"This is Doctor Tarantulas," explained Ratbat. "He's going to be overseeing the development of a new scientific institute dedicated to medical and psychological research. He is in need of a bodyguard and assistant as there are certain criminal elements that have made threats on his life. He is now your superior officer. You are to obey him without question, as you would a member of the Senate or Primal Council themselves."

"Yes, Senator," Airburst choked out, wishing she could jump through the window and fly away, never looking back.

"She's all yours, Doctor," Proteus cheerfully said. "I'm certain you both need time to get acquainted with one another and work out the fine details of your new partnership, so you are both dismissed."

"With pleasure, Senator Proteus." Tarantulas bowed formally, showing extra deference and gratitude in tone and body language. As he rose, he gestured to the door. "Now, my dear, if you please, after you."

Airburst didn't like where this was going, and she tried to hide her blatant disgust for the toadying creature that was now, apparently, her master. She buried her rising fear and loathing under a thick layer of military protocol, saluting him crispy. "Sir, yes sir!" She turned with a quick about-face and walked out into the hallway.

"Oh, she will do very nicely," Tarantulas bubbled to Proteus and Ratbat. "Do send my compliments to the Prime." He ducked out after his unwitting new bride.

The doors slid closed and Proteus sneered. "Ugh, disgusting creature. It's unbearable that we have to deal with it."

"I pity that poor femme," Ratbat sighed, shaking his head, sipping his highly refined vintage engex. "Sacrifices must be made, I suppose. I almost feel she deserves a statue for what he'll make her suffer through." He paused. "Almost. Statues are expensive after all."

Proteus chuckled. "Cheapskate. Incidentally, how is the automated energon mining project coming along?"

"Better than expected," Ratbat replied, upbeat. "We are going to be bathing in shanix before long, although we will have to cut back on the mining labor force."

"A pity, but that's what the lower castes are for," Proteus shrugged dismissively. That same dark smile from earlier returned. "We can use it to sift out the rebels in the lower-castes; those that complain will be the ones that lose their jobs. The only option left for them will be the new Body Relinquishment clinics we're advertising. Tarantulas' new project will have plenty of research specimens then."

"And thusly, even more wealth through the clinics," Ratbat laughed, holding up his tiny cube to Proteus as the larger mech brought down his, clinking the glasses together.

The joy melted out of Proteus' face as he contemplated the possible trouble he might encounter from certain other members of the Senate. He vented. "It's going to be fun to keep Senator Shockwave from sticking his nasal ridge into the middle of this. That hystrionic bleeding-spark would howl injustice for days across the Senate floor."

"Pay him off," Ratbat suggested.

Proteus blinked. "With what? He doesn't take bribes."

"Information, Proteus. He's fascinated with spark research - maybe the best way to hide the Institute and the Clinics is right under his nasal ridge. Maybe we could distract him with a special dispensation to pursue artificial spark-splitting," Ratbat suggested. "The public outcry to such experimentation would be enough to have him impeached. If he's so eager to get his hands dirty privately, lets make certain we can display those hands at any time we see fit."

Proteus laughed. "I've always thought that your capacity for deception was one of your most charming qualities, Ratbat!"

Now it was Ratbat's turn for a sardonic smirk. Oh you have no idea how deceptive I can be, Proteus. No idea at all.

Thank you for all the views and reviews! I appreciate it, everyone!

Next up: Transformations and Tribulations!