Spider Woman.

"Sooner or later

You're certain to meet

In the bedroom, the parlor or even the street

There's no place on earth

You're likely to miss

Her kiss

(…)

Of the Spider Woman

In her velvet cape

You can scream

But you cannot escape – Kiss of the Spider Woman – the musical.

Warnings: Violence, sex, explicit language – you know, the usual.

Timing: Post season 2 finale, in my very own Beauty of the Beast Prime timeline.

Rating: T to M (and MA).

Pairings: multiple.

Disclaimer: Transformers Prime © Hasbro. Story's plot and OC's © me. There may be some OC's that aren't mine – they belong to their respective creators.

Without this fear.

"(…) Afraid to lose control

And caught up in this world

I've wasted time, I've wasted breath

I think I've thought myself to death

I was born without this fear

Now only this seems clear

I need to move, I need to fight

I need to lose myself tonight

Whoa, come with me now

I'm gonna take you down

Whoa, come with me now

I'm gonna show you how

I think with my heart and I move with my head

I open my mouth and it's something I've read

I stood at this door before, I'm told

But a part of me knows that I'm growing too old

Confused what I thought with something I felt

Confuse what I feel with something that's real

I tried to sell my soul last night

Funny, he wouldn't even take a bite

Far away

I heard him say (Come with me now)

Don't delay

I heard him say (Come with me now) (…)" – Kongos, Come with me now.

oOo

Monday morning, 4 AM (local time), June's house.

Megatron woke from his recharge with a start. At first he wasn't sure where he was. He was surrounded in soft coverings, much too fluffy to be his, he had one, grey thermal blanket on his berth. Only then he remembered that he was in June's house, in her bed, and with her next to him. Last night was eventful and filled his mind with more than pleasurable memories in which June played the main role.

He sat with groggy expression of someone whose body just woke but their mind was still half-asleep. Not sure what time was that, he checked his internal chronometer and decided that it was definitely too early to be awake, but his brain module just managed to power up fully and the Decepticon Tyrant allowed himself a deep vent that looked much like yawning. It was only after a moment he realised just what exactly woke him – his was pinging madly, someone was hailing him.

He activated his without much enthusiasm. Whoever called it'd better be important or else, and it better not be one of Skywarp's idiotic pranks.

"What is it?" He growled in silent but very much awake and menacing voice.

::This is Lt. Raoul at your command My Liege.:: The all too familiar voice of the freshly promoted Vehicon exclaimed.

"This is better to be important or you will end up commanding an outpost on Messatine's South Pole."

::Ummm… The comparison of Autobot's and our patrol's readings show that we might know the area where Airachnid is hiding.:: The Vehicon Officer said quickly. ::We are not sure yet where the entry to her lair is located, but the readings show the area and intensified observation should reveal it probably even today."

"Have you already told anyone else?"

::I have sent notes to all the officers and Autobots. Commander Shockwave is now talking with Autobots to establish the best method of observation.:: Raoul politely informed. ::Localisation of the entry will determinate method of attack.::

"So, you do not know how to get to her yet, do you?" Megatron felt his patience running out.

::No, but we know where she is and you wanted to be notified if we would have any kind of progress, My Liege.:: The Vehicon quickly explained.

Megatron rubbed his forehead, it was true, before he left the previous evening he gave order to report all news to him. "Good." He said without his previous irritation. "If you will find anything new, report immediately."

::As you command, My Liege. Lt. Raoul out.::

The link was severed and Megatron vented heavily. Last night was bliss, he didn't have to worry about anything, today he would have to return to the everyday burden of leadership. He wasn't tired of it, nor did he want it gone because he wanted to lead his people, but he needed to solve the problem of Airachnid if only to make sure that June was safe.

A gentle touch to his arm almost made him jump; he didn't even notice when she woke, or perhaps when he woke her with his conversation through . He felt her pulling him down and he happily complied with her wishes.

When he felt the mattress beneath his back he turned his head to look at June. She was sitting, with the window behind her back. It was still dark but the light from the outside revealed her bare form. She was partially covered in bedclothes but the faint light revealed her naked shoulders and small but round breasts. Her raven hair fell to her back and her blue-grey eyes were focused solemnly on him. At that moment she looked like some exotic and mysterious nymph from earthen mythology.

Megatron recalled what she has admitted to him the previous night, and then he recalled his answer. Suddenly it felt so awkward. Maybe she didn't really mean it? What if it was nothing but heat of the moment? Maybe he shouldn't answer her, maybe he shouldn't have say what he has said? The doubt was short lived however; quick examination of his Spark told him that it was the best thing that he could have said. Suddenly he felt strangely liberated, his Spark pulsed stronger and it felt good. He wasn't the most romantic mech in existence but he wasn't regretting anything he did the previous night. It wasn't just his Gladiatorial approach that always served him so well. It was also the fact that he was glad that June knew what he felt. The last time he felt it was when Prime made him to finally admit that he held romantic interest in June.

He realised that he was watching June for few moments without uttering single word.

"Who called?" She asked whispering.

"One of my officers. They think they found Airachnid." He answered honestly. "They haven't found the exact cave or whatever hole she's in, but they know where to look. I told them to notify me when they will find out anything more."

"Does it mean you have to go?" One of her hands traced his torso in slow circle.

"It's 4 AM, if I would be on Nemesis I would still be in my berth, dreaming of you." Megatron devoured the naked marvel above him with hungry optics. He felt his temperature rising.

"Yesterday I meant what I said." June stroked his wide chest with her palms while staring straight into his optics.

He felt as if she was burning holes in him with the intensity of her glare. "And I don't want you to ever doubt in what I answered to you." He replied. "It is not in Decepticon custom to talk much about our feelings and emotions, but when we do, we are always serious about it." He reached and rested his left servo on her naked hip.

She leaned to kiss him, their lips met and she opened her mouth to deepen the contact when she heard the sound of the back door opening and closing. Both of them sat up and glared at the door to June's bedroom.

"What was that?" June eyes were now wide opened.

"Jack?" Megatron asked without much interest and pulled June back, he was ready to continue but then something hit the floor, something heavy.

June sat up instantly. "That's not Jack, he would've just turn the light on." She whispered.

Megatron groaned; he could count on something interrupting him in situation like that. "I will see who or what it is." He snapped his code piece shut and got up. "And if it's some uninvited guest, I will disembowel them slowly." He slid his sword out with wide grin.

"Megatron." June hissed with irritation.

"Fine." He said pulling his sword back. "I will just hit them in the head and then allow military to tell them they had hallucinations." He added and opened the door.

The moment he stepped out of the bedroom he switched the light on and chuckled. On the floor sat Miko, her combat boots while on were unlaced and she tripped over her own laces. The girl was now untangling the bootlaces with angry face. She snapped her head up when the light went on.

"It's just Miko." Megatron turned back to the bedroom.

"Miko, you shouldn't just get out in the open without protection. I didn't hear any engine, how did you get here?" June's voice asked from the darkness, it was followed by sound of some fabric.

"Rewind opened me a Groundbridge and I got in front of the back door." Miko chirped happily. "I came early to prepare myself for school because I had no time to do it back at the base."

"I can clearly see that." Megatron circled the teenage girl. "You reek of transmetal fluid and… what in the Pit is that smell?

"And you have transmetal stains on your code piece, mister Authority." Miko smirked. "And the smell? Its strawberry milkshake and Old Spice scented polishing wax."

"Do I even want to know?" June sighed and made way for Megatron who instantly dived back into her bedroom. Probably to remove the stains.

"Wheeljack detonated my strawberry milkshake with 'soda and Mentos bomb' and it ended on Bumblebee, so I took him to the wash racks to get him cleaned and then, when he was clean I decided that he needed waxing… which resulted in me smelling of transmetal fluid." Miko explained as if it was every day occurrence. "But you really should see the exploding milkshake! It was awesome!

"Miko, keep quiet, you will wake Jack." June rubbed her forehead.

"Oh, Jack won't wake even if you'll explode an atomic bomb under his door." Miko explained with bored face. "He got himself ear plugs months ago."

"The what?" Megatron poked his head from the room.

"Ear plugs. He was having enough of hearing your bed squeaking like an old boat every time the BIG M's stayed for the night."

That made June's face turn red but Megatron only raised one opticbrow. "And you're not bothered?" He asked emerging fully from the dark confines of June's bedroom. The stains now gone.

"Mrs D's not my mum." Miko shrugged and got up, her laces were now untangled. "And I have a deep sleep."

"Oh God!" June hid her face in her hands.

"Relax, Mrs D, he can't hear anything now." Miko beamed. "He says that he sleeps now better than ever before in his life."

"Enough. Go now and wash that stench out of yourself." Megatron cut the discussion. "Sacrifice some poultry to the Unmaker or do whatever you do to prepare yourself to school." He added.

"Yeah, I'll kill one extra chicken in your intention." Miko answered with crooked smile. Megatron was deadly serious most of the time, but the mech had his own sense of humour, only he rarely showed it and only in presence of few, also it was hard to notice.

The girl had to admit that she was quite happy for June to be with Megatron, it did plenty of good to the woman. And it just happened that being with June did the same for Megatron. Or at very least didn't do him any bad, and that was just as good.

June watched Miko disappearing in the short corridor that led to two smaller bedrooms and whined silently.

"What is it?" Megatron turned to the woman.

"I just… Jack never said a word." June shook her head. "Not even a hint. He must've felt so awkward."

"Come now, June, he managed on his own, like a true mech… man." Megatron surrounded June with his arm. "You can be proud of your son. Instead of coming to his carrier… mother, he found solution all by himself. It only shows you raised him well."

"He grew up so fast." June shook her head and sighed.

"Now now, let me take your mind off the topic of your son." He gently directed June back to the bedroom. "And direct it to whole other area." He purred while closing the door.

Few moments later the bed began to squeak again. Vigorously.

oOo

Nemesis, somewhere over Hawaii. 4 PM Universal Time, 6 AM Local Time.

Shockwave stared at a wall of text; it was the observation readings, compilation of various kinds of data that only he could comprehend. Even Soundwave quit after few moments of staring at the display. The silent Decepticon was the true spymaster (fluent in computer coding, cryptography and surveillance) but when it came to problems solving, Shockwave was the one who could find the most logical answer. Perhaps not the nicest one, but certainly optimal.

He still had two hours for the day shift to arrive so he used the remaining time to focus on the problem. Starscream usually arrived early to just enjoy having the bridge for him (minus the night shift) but knowing that the ex-Senator would be there, he simply didn't show up. Shockwave was pleased with his decision.

The Tarnian noble highlighted certain data, moved others and re-arranged the order of the display in search for pattern. He was searching for a peak in various inputs, but the variations were too small to allow any conclusion. The rock was simply too deep or rich in various ores and screened the presence of Insecticons and Airachnid, not well enough to hide them from someone who knew what to look for, but well enough to blur all readings. It was frustrating, but Shockwave knew that he would receive more data to process and perhaps reveal the exact location of the traitor.

oOo

Autobot base Omega – 3. Three hours later.

Hot Rod was swinging on Cybertronian sized chair while Ratchet and Blaster observed the drone readings. The rest of Team Prime was either out of recharging after night shift and thus Hot Rod was bored.

"So, it's Shockwave who's analysing all the data?" He decided that perhaps starting a conversation would help for the immense boredom. He was ordered to stay in the base and serve as a back-up. Probably not the best service for him, but he was still in need of being taught how to stay a robot in disguise instead of loudly display that he's more than meets the eye.

"Yup." Blaster didn't even look back, his optics were glued to the video feeds from drones.

"Shockwave was one of the brightest minds long before his Shadowplay. Student of Jhiaxus and his successor, a great mind but also extremely temperamental personality… like most Tarnians, a consequence of their war riddled past." Ratchet turned to look at the young mech. "But you can't fight wars without scientists and physicians."

"Yeah, I know the story, my carrier would never allow me to forget why he ran away from his1) brother. He didn't want to deal with all that political filth" Hot Rod's grimaced. "But it's a shame that we have to depend on a Decepticon, wish we'd have Prowl here."

"Ha!" Blaster barked.

"What? Shockwave's super logical, but Prowl has his tactic chip and no-nonsense attitude."

"I just remember him all too well." Blaster fidgeted a bit on his seat.

"Come on, we wouldn't have to rely on Decepticons. You know, at the end of the day, regardless of why they joined Megatron and even why Megatron… urm, joined himself, they're Decepticons and cease fire or not, they're not to be trusted."

"We already worked with them, Hot Rod." Ratchet sighed. "Of course they're untrustworthy, but dependable when they say they will do something."

"I'd still rather have Prowl here. You know he can observe 800 moving objects and trace their direction, or point of origin just like that.2) He'd doing just as good job at it as Shockwave." Hot Rod insisted. "Maybe even better."

"Pray to Primus that Arcee won't hear you ever talking slur on Shockwave." Blaster laughed silently without ripping his optics off the screen.

"Don't remind me about that." Hot Rod growled and then he noticed Ratchet's glare. "I know we talked about this already. I know that Optimus says that Arcee and Shockwave are the best proof that Autobots and Decepticons can coexist. And trust me, I wish Arcee and Shockwave all the best. But I he's still a 'Con and I don't trust him. And I hate the idea that he will be the one to locate Airachnid."

"Maybe he won't have to be the one to do it." Blaster said with excitement in his voice.

"Why, what happened?" Ratchet momentary turned to the Communication Specialist.

"I just see an Insecticons." Blaster exclaimed. Both Ratchet and Hot Rod instantly jumped to him and started to observe the video feed.

"What is he doing?" Hot Rod asked crooking his head.

"I think he's grooming, like Earthen fly." Ratchet furrowed his opticbrows. "Blaster, comm Optimus and the others."

Blaster pressed two buttons without even looking. "Go ahead."

"Optimus?" Ratchet asked.

::Yes? What happened?:: Optimus voice was loud and clear meaning that the Prime was in the open.

"You won't believe it." Ratchet began. "I am now watching an Insecticons cleaning his wings."

oOo

Nemesis. Fifteen minutes later.

Motormaster glared at the console's screen just over Shockwave's shoulder. He wasn't saying anything but if a glare could kill, he would fry the console. Shockwave watched the video two times already but it was clear that it wasn't one of Nemesis' Insecticons, but Airachnid's. The Undergrounder never noticed the human made drone that captured his image.

"Motormaster, I would greatly appreciate if you would remove yourself from my personal space." Shockwave spoken at last. "You will have a chance to crush that Insecticon, or perhaps other one, when we will attack Airachnid's lair."

"Grrr… I'd prefer to crush Airachnid!" Motormaster growled but moved away. Every Decepticon knew who Shockwave was, but no one really knew what he would do to someone that would disobey him, especially in situation when Megatron left the ship under his command.

"Then, I believe, you will have to stand in a line." Shockwave turned and gave Motormaster one long glare.

oOo

The Grand Canyon, Colorado, USA. The same time.

The meeting was called up in a hurry, but both parties arrived on time. The result of the observation came faster than anyone suspected. No one doubted that action had to be taken as fast as possible, before Airachnid could re-locate. Thus two delegations were now present in one of the most isolated parts of Grand Canyon where tourists never really showed up. A good, neutral place.

When Megatron and his party arrived, Autobots were already there, but clearly managed only moments before judging by the way two of his soldiers were looking around. Optimus and Wheeljack saw the place already, but Blaster and Jazz didn't have such an opportunity before and now their helms were turning around so intensely that one could think they will unscrew themselves any minute now. On Megatron's end Skywarp was gawping with his mouth ajar, he didn't saw the place before either, Soundwave and Starscream were already familiar with it. Every Autobot and Decepticon who stationed on Earth long enough saw the Grand Canyon; it was almost mandatory field trip mostly because the place reminded them of Sonic Canyons. Perhaps not core deep but intimidating enough to bring the memories to the surface. What made Cybertronians even more fascinated by the place was the fact that it was effect of a geological process; that the whole thing was carved by water – not a substance than any Cybertronian would ever suspect to be able to cause such changes.

"Prime." Megatron greeted his Autobot counterpart.

"Megatron." Optimus answered. "Have you seen all the data we've send you?"

"The geologic data is very promising." Starscream replied instead of his Master. "The cave is not part of any large system and it doesn't have any other entries."

"Airachnid can dig her own entries." Wheeljack reminded.

"I am all too aware of that…" Starscream growled bitterly. "But she escapes only when the battle is boing bad for her. And she never stopped wishing to leave this planet, if what I know is true."

"What do you mean by that?" Optimus gave Starscream a serious stare. He knew that Starscream disliked Airachnid deeply for leaving him on the Harbinger, but what caused Airachnid to hate Starscream reminded a secret.

"Oh, I am quite sure she's willing to dash from this mudball at first possible occasion." Starscream smirked ad looked at Soundwave who stood few paces in the back.

The Spymaster came few steps closer from his spot, where he silently stood in the background while he and Blaster ostentatiously ignored each other. His visor flashed showing oscilloscope while he played single record of Airachnid: "Set course to Regulon 4".3)

"Mua-ha-ha-ha-ha-ha-ha-ha-ha-ha!" Skywarp cackled obnoxiously. "I heard that after that, Soundwave proceeded to handle her, her own aft on a silver platter. I wish I was there, I'd love to spank her a bit!"

CLONK.

Starscream hit his brother up the helm. "Keep your lewd comments to yourself."

"Watch it!" Skywarp growled.

"So, she'll try to scrape as many 'Con officers as she can, maybe even Megatron, so she'll have better chance at takin' Nemesis over." Jazz summarised. "And then she'll bolt off of this marble?"

"That's why she attacked Shockwave and Arcee. She was after that Worldsweeper that Shockwave was taking apart." Wheeljack tried to snap his fingers the way he saw Miko doing it, but it didn't work. "She had no way of knowing it was not operational."

"A Worldsweeper on planet surface is never operational." Starscream reminded.

"True, they don't land, they're crashin' nose first." Jazz grinned widely. "Imagine how disappointed she had to be."

"That had to hurt." Blaster's shoulders shook slightly.

"As fascinating as Airachnid's motives may be, we still need to plan how to capture or offline her." Starscream reminded with his face as bored as possible.

"I am worried about proximity of the cave to the near road." Optimus voiced his concern. "It is not very popular route but June is using it regularly."

"It is far enough for shooting that will take place without a doubt, won't threaten anyone travelling there." Megatron stated. Shockwave measured the distance and said that it was safe enough, which in turn was enough for Megatron. "The battle would have to move in that direction to pose any threat of disclosure and we can easily prevent that."

"Then, we need to decide how and when to strike." Optimus decided to leave the subject of cave's location, Megatron would have Shockwave or Soundwave to measure everything. The Decepticon Warlord wasn't foolish and he planned his battles carefully (Optimus knew that because he carefully planned how to disturb said missions).

"As soon as possible. Preferably today. We do not know how long she will reside there." The Tyrant proposed. "But not with too large strike forces, we do not want to scare her away."

"Yeah, if she'll see an army comin' at her, she'll spook out and lam." Jazz nodded.

"We took out two of her bugs, and we know of seven that she had. This leaves her with five Insecticons for us to take care of." Wheeljack tapped his chin in thought. "We need team of at least six. And though ones."

"That includes me, obviously." Megatron smirked; he was the largest mech on the planet. And the only one who posed any challenge to him was Prime.

"And me." Optimus followed Megatron's thoughts. "That leaves us four to six more."

"Motormaster should do well enough." Megatron pondered for a moment.

"And Bulkhead. He dealt with Insecticons before." Optimus proposed.

"I'd like to go too Commander." Wheeljack volunteered.

"And me too." Jazz presented a nasty smile, one that most would never believe that the charming mech was even able to produce.

"That leaves me two more." Megatron gave his companions a glare. He was reluctant to allow Soundwave into a battle. The spy was more than capable to fight, but he was just too valuable. Starscream wouldn't survive against an Insecticon, at least on the ground and Skywarp… was… unpredictable. Barricade would probably fight, but the last time he crossed his paths with the Spider femme, he ended up in infirmary with most humiliating injury. He wasn't sure how the triple changers would do, but they were heavy weight so they should manage.

"On my part it will be Blitzwing and Astrotrain." The Warmonger decided.

Soundwave jerked a bit, it was clear that he wanted to go, especially that he and Airachnid were on less than friendly terms, but he would not disobey Megatron.

"Now there's only the time of attack left to set. I propose one hour from not." Optimus postulated. "And place of assembly, just behind the large rock north from the cave entry. It will provide us cover."

"Agreed." Megatron accepted Prime's idea. "We will meet there and attack without any delay. The basic storm in and attack action."

"You want Airachnid alive?" The Autobot Leader asked.

"Preferably. But if she won't make it I won't consider it as an offence." Megatron furrowed his opticbrows, he wanted Airachnid to be dealt with in the majesty of Decepticon law (instead of just silent execution that he planned when he sent Dreadwing to deal with her), but he wouldn't take any extra lengths to make sure she survived.

oOo

Nevada. One hour later.

It was second time that day that Megatron found himself arriving to a location a find Optimus Prime already waiting. The Prime, his two Wreckers and Saboteur stood silently behind the large rock that stood good fifty meter north from groups of large boulders near the cave's entry. Wheeljack was tossing his grenade and the rest just stood waiting.

Megatron approached them silently with his mechs close behind him. Motormaster was happy, or at least what passed as 'happy' for him, to join the mission. Blitzwing was in his Random mode so he just laughed like organic hyena for good fifteen minutes and then began to sing 'Itsy bitsy spider' annoying everyone. Astrotrain only smirked; it was no secret that he wanted a rematch after the last fight.

"Good to see you managed on time." Megatron decided to take over the initiative to make up for arriving as the second. "Before time, even."

"Are you ready, Megatron?" Optimus asked not impressed by the Warlord's superior bearing.

"I am always, Optimus." Megatron flashed a confident grin. "And just as we agreed: we enter, hit hard and pull out4)."

"Good thing Arcee's not here." Wheeljack smirked. "She'd accuse you of throwing sexual metaphors around.4)"

"I have no idea what you're talking about.4)" Megatron casted the ex-Wrecker rather cold glare.

"Sure you don't." Wheeljack's smirk widened.

"Well, I do. He he he." Blitzwing cut in, apparently in his Hot Head persona.

"Shut up." Astrotrain growled to his fellow triple changer. "We're supposed to go in silently and take them by surprise, not warn them with your dirty laughter."

oOo

It was a complete surprise. One moment the spacious cave was dark and quiet, filled only with occasional silent buzz of one of the Insecticons. The next moment it was a pandemonium, shots, shouts and movement. Flashes of Bulkhead and Motormaster's headlights mixed with bolts of energy fired from blasters, Prime's cannon and Megatron's fusion cannon. The cave wasn't as spacious enough as it was before; in fact it turned out to be crowded. The mess of metallic bodies rolling in the enclosed space lasted for a minute or two and it was a miracle that no one was shot, especially by "friendly fire".

"My MINIONS! OUT!" Airachnid angry road was heard and then everyone floated out to the open space.

"It didn't go as planned." Wheeljack stated the moment the real fighting began.

"It was crowdy, better take ze party out A-ha ha ha!" Blitzwing laughed madly, his Random side dominating at the moment. "Yeee-haaaaaa!" He added and jumped on one of the Insecticon's back.

"Copy Cat!" Wheeljack shouted behind him, last time he was riding a bug rodeo style.

Next to him Prime and Megatron were busy with their own Insecticons, and Jazz was engaging Airachnid. Bulkhead was having an even match with the Insecticon Leader – the largest and strongest bug former in Airachnid's team. Astrotrain was pounding his own bug into tin foil while Motormaster was out of the fight for the moment as his sword stick in a rock when the truck former tried to hit the bug that Astrotrain was now dismantling… or trying to, because the Insecticon was able to block most of the blows from the triple changer.

"Aieeeeeeeee!" Blitzwing yowled when he fell from the Insecticon's back, and in the same moment Motormaster managed to pull his sword out, turn on his heel and jump at the temporary freed beetle former.

Airachnid in her spider mode hit Jazz few times but the Saboteur was fast enough to block her. Unfortunately Airachnid was also fact enough to block his smites. It seemed that the match between them was even. Jazz managed to avoid being shot by the web, but it didn't help him against her thin but sharp limbs.

Airachnid saw that this battle was impossible to win, there were eight of them and only one of her plus five Insecticons. Sooner or later Decepticons and Autobots would get an upper servo, she needed to escape. It wasn't anything new to her and certainly not something she would mind doing if necessary.

"RETREAT!" She called. A series of WA-LA-LA's answered her. She still needed her Insecticons; it was easier to survive having obedient minions. She wouldn't mourn over lost ones, but she'd prefer to have them at her disposal.

Only four of them managed to take off. Optimus managed to decapitate his opponent.

oOo

Two kilometres from the battlefield, the road to the military base.

A lone Vehicon known as Otto sped to the base carrying two passengers. The Vehicon was a bit nervous, knowing that near their current location a military operation took place, but his passengers didn't notice it being nervous themselves, only for a completely different reason.

"I can't believe it, Miko." June tried to be calm and breathe. "I thought that it would already be over after the last time!"

"Not my fault, he started it." Miko answered with a bit muffled voice due to the fact that she kept a cold compress to her bloodied nose.

"You should go to the teacher; it's her job to prevent such situations." June lifted the compress a bit to see the damage for umpteenth time. It didn't look bad, it certainly wasn't broken, but it would be sour for a while.

"And how was I supposed to do that when he attacked me and the teacher was just too far, on the other side of the school yard?" Miko answered and pressed the blessed thing to her face, it did help a bit, though she hoped to get something more substantial for the pain.

"I thought that that Crowson boy was scared of you and your combat boots." June looked a bit worried at her charge. Miko usually could take good care of herself, even if it sent her to the detention. But today June Darby was summoned to the school to take Miko home due to some regretful incident.

On the spot she learned that Miko took part in school fight half an hour earlier, she avoided any consequence only because other students and the teacher confirmed that she was attacked and didn't start the fight. The teacher saw it happening but before she could run to the fight and intervene, the fight already started.

"It was gym class, we were doing athletics and I was in my trainers." Miko explained. "It was break between two classes and he just came, called me a wh…"

"I am well aware if his vocabulary." June cut in. "I thought he was in trouble after the fight with Jack?"

"He had detention for a month." Miko lifted the compress and tried to breathe through her nose, but when Miko removed the cotton tampons before getting into Otto made her bleed again. "Anyway, he punched me and we started to fight. He's now suspended because he came to me and attacked."

"I think that I will have a serious talk with his mother." June furrowed her eyebrows. "That boy in nothing but trouble."

"She came to pick him just before you. She said that she needs to speak with you and then gave me the dirtiest look ever." Miko sighed through her mouth. "If I could punch her, I would."

"Well, I'm not going to just leave it like that." June decided. "And I hope that the principle won't either. After we're home I'm taking you to the hospital so a doctor can see you, prepare a professional opinion and tomorrow I will have a serious talk with the principle. Oh, and when we're home I'm calling that Crowson mother… good thing I have phone numbers to all parents from Jack's group."

"Whoa. You can be scary, Mrs D." Miko said with smile, despite aching nose. "You know, the kind of angry she bear scary."

"Thank you Miko."

"You really are, Lady June." Otto confirmed. He was silently listening to the whole conversation while observing his surroundings. "A true consort to Lord Megatron."

"How many times must I repeat, don't call me 'Lady June'?" June massaged her temples, this was getting tiresome, every Vehicon was calling her that, and she wanted to just be June.

"Ooooh Scrap!" Otto answered and started to break and turn in an attempt to manoeuvre. Something hit him and sent him spinning with screaming tires until he came to halt.

"Oh, I feel like heaving." Miko moaned.

"Otto?" June asked, but received no answer.

"I think he's out cold." Miko managed to get herself together.

"What did we hit?" June asked. Her head was still spinning.

"Ugh, let's see." They unfastened their seat belts that kept them in place during the entire accident. Miko shoved herself to the front to take a look at what was happening. Otto was now standing front to where they came from.

"We hit an Insecticon." Miko said, I think he's more surprised than we are right now.

June quickly pulled Miko back and took a look herself. In that exact moment a second Insecticon landed. He growled at the first one, who just transformed into his robot mode and looked up. The other one followed his gaze; they were clearly looking for something. But then a speeding flat nose trucks hit one of them. The trucks came from behind some boulders and clearly wasn't regular truck. It had Decepticon symbols on its trailer.

The truck shifter and transformed into a large mech that proceeded to deliver series of punches into the Insecticon he just rammed into. The second one WA-LA-LA-ed and was about to come to his comrade's aid but a large shadow covered him, he bug looked up at what seemed to be large silvery jet, that didn't look like anything built on Earth, seconds later Megatron landed directly on the Insecticon.

"Uhhh… what's going on?" Otto mumbled upon regaining consciousness.

"We've been hit by Insecticon." Miko said, her compress already forgotten.

"Can you take us away from here?" June asked. It was starting to look very dangerous.

"Afraid not." Otto said. "The ball barring in my left front wheel seems to be broken, I'm not going to drive anywhere."

"Is it something like broken ankle?" Miko asked.

"More like burst joint capsule." June specified. "But you can walk?"

"If nothing more is broken, then yes. But I'd rather keep you inside." Otto admitted. "Lord Megatron would tear my spinal strut out if I would allow you to get stepped on."

oOo

Motormaster was literally ponding his Insecticon into the asphalt. The beast former wasn't just lying there, he was sending his own punches, but Motormaster was simply in some sort of amok. Another thing was that when he rammed into the gigantic bug, he have broken the beast's legs and severed multiple large energon vessels. Now he was busy with beating the robo-beetle into deactivation. He didn't even care where his punches landed. The bodily energon was spraying around like water from a fountain.

Megatron on his part was having more "aesthetic" combat. The Insecticon managed to throw him off and now they were battling. The sight was the complete opposite from the massacre Motormaster was performing. This was planned and one hundred per cent conscious fight. Megatron was aiming his blows and blocking the strikes of the Insecticon. The fight was quick and it was violent, but there was this elegance to it, the grace with which Megatron moved. It looked like fight and dance. And then, suddenly the Insecticon made a fatal mistake: for a split second he lowered his guard. That was all that Megatron needed, one swift move of his arm and his blade entered the beast's body. Megatron pushed it and pinned the Undergrounder to the ground, his sword burying itself in the Insecticon's torso, piercing his Spark and reaching the asphalt underneath him. The fight was over. Megatron won yet again.

June opened the door and stepped out from Otto, followed closely by Miko, who forgot about her bloodied nose. Behind them Otto transformed and it looked like aside from few dents and damaged wheel, he was more or less functional.

Megatron was kneeling on one knee above the dead Insecticon, but hearing the Vehicon's door opening and closing, and then the one and only sound of transformation; he rose slowly and turned to see his trooper and his two passengers standing not far from him. He retracted his sword and looked back at Motormaster who just sat on the now dead Insecticon and vented rapidly, his rage passing slowly.

The Tyrant returned his attention to the unexpected audience. He didn't want June to see this; he didn't even tell her about this action to not make her nervous.

"What happened?" The woman asked.

"We located Airachnid." He said. "She was near; we decided to act immediately… You weren't supposed to see this."

"Why haven't you told me?" June asked.

"I didn't want to scare you. Why were you here in the first place?"

"I got phone from kid's school. Miko got herself in another fight." June explained. "I needed to pick her and take her home."

Megatron gave Miko odd glance, then he crouched too get better look. And it was clear that it was a literal fight, he noticed the bloodied nose that had to just stop bleeding, because the girl's face has smears of the red blood of humans.

"This time it wasn't me who started." Miko shrugged. "And I'm not even in trouble… for once."

"Before you'll say anything, you haven't warned me about any action." June put hands on her hips.

"And you?" Megatron sent Otto one cold glance. "You knew!"

"It was an emergency, My Liege." Otto squirmed under his Lord's stare. "And I didn't receive any orders regarding transportation; I just took the usual precautions…"

"I was told that Miko was hurt." June confirmed, ignoring the 'Lady June' for one time.

Megatron sighed. He had to admit, at least to himself, that he had no one but himself to blame. The Vehicon behaved properly, without any specific orders he was to behave as always and keep a watchful optic to avoid any trouble. Perhaps he should tell his lover about what was to happen, but she was under so much stress after the last attack that she didn't need any more. He wanted to protect her and not cause her neurosis.

He reached and scooped her in his hands as gently as he could. Lately he saw her only after the size shifting and now he remembered just how fragile she was in comparison to him.

"I am not angry." He assured. "I just wished that you haven't seen this."

"Are you kidding?" Miko shouted from where she stood. "That was awesome!"

"I'm just happy that you are unharmed." June ignored the teenage girl. "It looked dangerous."

"I honed my skill in the Pits of Kaon. I'm not that easy to beat. Especially not by some beast."

"Yes, you mentioned that." June just shook her head. That was the thing about Megatron: he was oddly sentimental when it came to his Gladiatorial time, but it she understood that it was just the first time in his life when he felt a free mech, not just a cog in a big machine of Cybetronian society.

She lifted her eyes to look at him again. She still remembered the first time when they talked, then the time when he was wounded, and their first kiss when he was in his full size. She was still amazed how such a giant that was able to tear through such a mechanical behemoth that the Insecticon was; and yet was capable of being so gentle at the same time. The fact that he was a Warmonger only made all this more amazing.

It was that moment when Astrotrain and the Autobots arrived. All covered in dust and with their weapons active.

"I see you have managed to catch the two." Optimus inspected the dead Insecticon.

"And you?" Megatron stoop up, still holding June.

"All but two, who managed to fly away." Astrotrain reported. "And before anyone will say anything!" He cast short glance at Motormaster. "I'm a space shuttle, not an aircraft."

"Where is Blitzwing?" Megatron looked around in search for the second triple changer.

"Still in pursuit of Airachnid." Optimus informed. "He is much faster even if not able to fly in straight line but she is more agile, even though slower as a helicopter."

"I'd say, chances are even… but I'd be foolin' myself and everyone." Jazz scratched his chin with one finger.

"Yeah, it will be a surprise if Blitzwing will stay in one piece." Wheeljack twitched his doorwings awkwardly. "

"How it went?" Miko yelled from her spot next to Otto.

"The only way it could." Bulkhead crouched next to his charge. "Whoa, Miko, what happened? Forgot to buckle your seat belt?"

"Nope, a fight." Miko rolled her eyes. "And don't even ask, I didn't start it, but I did finish."

"Ho ho ho, Miko, first time I see you wounded!" Wheeljack joined his fellow Wreckers.

"The sucker got me by surprise; I never thought he would dare." Miko shrugged. "He's now in heap of trouble though… Mrs D can be scary if she wants to."

"I believe you." Wheeljack laughed.

Suddenly there was hum of Cybertronian engine and weird noise, something like the transformation only faster, a second later a tank fell from the sky. The machine landed few meters from the road, turned its turret couple times and then slowly moved to the road where it stopped, reeved its heavy duty engine and transformed in amazing speed into Blitzwing's Random persona.

"Oh the joy." Astrotrain twitched his massive wings. "Him."

"Report Blitzwing." Megatron growled with grim face. Random was the last thing he needed right now. June observed everything from the safety of Megatron's servos, this looked weird.

"A-ha-ha-ha-ha!" Blitzwing started.

CLONK! Astrotrain's hand interrupted the laughter and caused Blitzwing to blink few times in what looked like extreme concentration.

"I have lost ze traitor Airachnid." The Icy persona said in his most stoic tone5). "She has transformed into her spider mode and drilled into ze ground. Ze hole was too small for me to fit in."

"Then it seems that Airachnid still has two Insecticons at her disposal." Optimus exclaimed what was obvious. "We have failed."

oOo

Nemesis. Half an hour later.

Megatron stormed to the Bridge with grim face. June and Miko were now safe back home. Otto had his ball bearing replaced, Knockout removed the dead Insecticons and was now turning their cadavers into spare parts; but it didn't made Megatron feel any better. The words of Optimus prime rang in his audio receptors like some mocking echo: 'We have failed'. And it was just too much. Airachnid always managed to slip away; somehow she was able to just best everyone every time.

The Warmonger looked around, the crew watched him silently waiting for orders. Even Soundwave turned away from his console. Starscream on his part had his wing pressed tightly behind his back in fear.

He wasn't even angry, at least not as much as he thought he would be. It was more of deep disappointment and irritation. Irritation at Airachnid for escaping and at himself for allowing that to happen. He should just shoot her the moment he saw her but during the fight he still hoped that he could capture the renegade and set the entire trial circus. Well, one thing didn't change though.

"Soundwave." Megatron addressed his TIC. "Contact Tarn, tell him I am awaiting Decepticon Justice Division to arrive to Earth directly! They will return to their precious List after they're done here."

Soundwave nodded once. He knew that Tarn, and even more probably Kaon, won't like it, but both Soundwave and Tarn were renowned to be the two most loyal members of the Decepticon faction. Tarn would obey Megatron's orders just like Soundwave did – without question.

TBC

1) Hot Rod's "mother" was a carrier mech not a femme.

2) More Than Meets the Eye, issue 10 "Shadowplay, part 2: Patternism", page 5.

3) Transformers Prime, season 1 episode 26 "One Shall Rise, part 3".

4) A quote, or rather rephrase of dialogue from ABC Warriors: Hellbringer, by Pat Mills, Tony Skinner and Kev Walker. The original dialogue goes like this:

Hammerstein: (…) It's the focus of the Black Hole's event beam. We go in… we hit hard… and we pull out!

Morrigun: Er – Hammerstein, if your macho-heroic dialogue makes you feel good – fine. But just spare me the sexual metaphors. Okay?

Hammerstein: I don't know what you're talking about, Morrigun.

5) I am not following Animated series in the regard of Blitzwing spinning faces, he does have three personalities, but you just can't see physical changes.