DECEPTICON BASE

Starscream is lost in concentration, soldering wires together on a small device that's too early in development to be recognized as anything but an electronic jumble. His work table is piled high with iron two-by-fours, copper sheeting, spools of wire and various electrical supplies.

Blitzwing and Lugnut are covered head to toe in dirt as they clear out the extraneous rubble in Megatron's newly-created tunnel, Icy scowling at his partner's complacency at such a demeaning task.

Megatron and Shockwave are at the computer, engaged in conversation.

SHOCKWAVE
According to our forces in Cybertron's outlaying territories, Swindle and Lockdown are the only potential allies in possession of starships adequately sized to transport all of us and a large quantity of energon cubes.

MEGATRON
Hmm…assuming we'll have our desired quantity of energon we should also have enough to pay for our passage, but which self-serving reprobate do we distrust the least.

Hothead Blitzwing barges out of the tunnel, obviously bent out of shape over something.

HOTHEAD BLITZWING
I vould razzer individually fly each cube to Cybertron myself zan rely on zat double-crosser, Svindle!

As the triple-changer passes by Starscream's work table, he slams his fist down on the end of a two-by-four, sending it and all the items stacked on its other end, catapulting across the room, crashing and clanging into the walls, each other and then finally onto the floor.

Starscream drops his head into his palms, quivering with frustration.

Shockwave and Megatron acknowledge Blitzwing's bold request for an audience, ceasing their discussion and paying him full attention.

HOTHEAD BLITZWING
It vas his fault zee Autobots captured me and zee clones. Vee ver fighting zee Autobots and he vas suppose to simply guard our prisoners, but instead chose to retreat like a coward!

Starscream abruptly rises to his feet, knocking his chair over and gripping the sides of the table. With a swift yank, he lifts the table up, tearing the welded fixings at the base of each leg.

This outburst has overshadowed even that of Blitzwing and the other three Cons watch the display with bewildered amusement.

STARSCREAM
(temperamental)
How do you expect me to accomplish anything with this constant assault to my concentration!

Workspace in hand, he stomps toward a side door like a falsely-accused child being sent to their room, nuts and bolts bouncing and rolling off the edge of the table.

MEGATRON
(dismissive of the drama)
As you were saying, Blitzwing.

PROMETHEUS BLACK'S SLEEPING QUARTERS

Starscream bursts through the door and slams the table down on the lush carpeting. His repulsed expression melts into perplexity upon seeing the sorry state of what was obviously once a respectfully regal bedroom. Velvet tapestries in deep shades of burgundy are torn to shreds and cling shamefully to the walls. What little light shone from the flicker of gothic-style electric wall sconces reflects off a sea of jagged mirror shards, littering the floor and vanity surface. Infiltrating every dark corner and streaming from the walls to the towering bedposts, like the icing on the cake of affliction, is an immense tangle of purple silken web.

A sleek semi-metallic arachnid lowers from the ceiling on a single shimmering rope.

BLACKARACHNIA
(quietly threatening)
What are you doing in here? These are my private quarters.

Starscream is dismissive of her and turns toward the door to flip a switch on the wall. The room is bombarded by invasively white light.

She transforms and shields her optics from the blinding disturbance.

BLACKARACHNIA
(annoyed)
Hey, is that really necessary!?

He picks up the two tall bookcases in the room and sets them back to back by the table, creating a stool of sorts, then plants himself down and attempts to organize the clutter of materials strewn across his workstation.

BLACKARACHNIA
(still annoyed)
So…you're gonna set up here, just like that, without even asking?

STARSCREAM
(not bothering to look up at her)
I need someplace I can work, undisturbed, free of Shockwave's redundant ramblings and Blitzwing's ludicrous lunacy.

Blackarachnia grudgingly bites her tongue, all too aware that any protests will just be shot down or ignored, but her irritation is suddenly enveloped by an epiphany.

BLACKARACHNIA
(swaying toward the table)
You know…in here, you'll be free of Megatron's watchful eye which means we can start working on my cure.

STARSCREAM
(still focused on his workstation)
Your cure, as you call it, is a waste of time and resources. I'm seriously considering backing out on the whole project.

All four optics widen as her lightened mood is overtaken with horror.

BLACKARACHNIA
(slamming her fists on the table)
What!!

The predacon lashes out with sheer rage, swiping both hands across the table, sending the science bot's pile of supplies tumbling to the floor.

Starscream remains seated still looking down on the now empty workspace, accepting the reality that he wasn't intended to make any progress on his current project today.

Her stingers are poised for attack, tips glowing with green venom.

BLACKARACHNIA
You snake! You owe me this! If it wasn't for me, you'd be a rusting scrap pile buried under heaps of human trash!

Starscream defensively rises up, priming himself for the delivery of his next insightful thought, but the fitful femme raises her arm and fires a web stream directly at his mouth.

BLACKARACHNIA
Shut up! Just shut the scrap up! Your voice makes me want to vomit, and thanks to my organic half, I am fully capable of vomiting!

STARSCREAM
(ripping the webbing from his face)
I'm fully aware of your influence on my reality, but that doesn't change the fact that you're a fool.

This disrespectful mockery causes Blackarachnia's temper to reach critical mass, bypassing an further acts of outrage and instead sending her into a fit of cackling.

BLACKARACHNIA
(wild-eyed)
A fool!?…Really!? (getting in his face) Why am I a fool, Starscream? Please enlighten me!

Starscream takes pride in his demonstrated ability to provoke anyone to the brink of insanity, and gladly readies himself to answer her questions by casually sitting back down and crossing his arms.

STARSCREAM
(smugly)
I'll tell you why you're a fool. I'll list off multiple reasons. First of all, you're a fool because you assumed by resurrecting me, I would feel obliged to help you, completely disregarding my past history of helping only myself. The second reason you're a fool is because you're devoid of any insight beyond your bigoted Autobot programming, which prevents you from realizing the advantages of your techno-organic form.

Starscream's lecture has robbed the femme of her laughter.

BLACKARACHNIA
You don't know what you're talking about. This body is…

STARSCREAM
(interrupting)
That body has given you powers that any Autobot and even some Decepticons can only dream of. Tell me, how would you have captured Prowl earlier without the use of your webs? Would you have hoped he'd ground himself long enough to be driven over? Megatron specifically called on you in that situation because even he is aware of the usefulness of your unique powers.

BLACKARACHNIA
Megatron, along with everyone else, sees me as nothing but a freak of nature, regardless of my powers. This…(gestures to herself) mutated mesh of metal and biomaterial is an abomination.

STARSCREAM
Why? Because it's looks different? (shakes his head) You let the opinions of single-minded morons taint your logic circuits, which is yet another reason why you're a fool.

He bends over and picks up the largest shard of mirror from the floor, dusting it off before sliding down the tabletop.

It stops directly in front of her, coming to life with an elegant purple and black form.

She peers down at her reflection, silent, bewildered that the seeker's barrage of mockery just took an uncharacteristic turn toward flattery.

BLACKARACHNIA
(skeptical)
You're just saying that because you've been influenced by your human counterpart's admiration of organic systems.

STARSCREAM
So what if I am? Does it make it any less factual?

BLACKARACHNIA
Make what less factual? Your opinions?

He shakes his head in disappointment and squats down next to the pile of debris on the floor.

BLACKARACHNIA
Why should your opinions hold any more merit than the opinions of the 'moronic' Autobots?

He begins fumbling with the debris, seemingly ignoring her question.

The frustrated femme throws her arms up with utter abnegation.

BLACKARACHNIA
That's it? You're just going to carry on as Megatron's little techno-geek and completely scrap our project?

STARSCREAM
(continues digging through the debris)
My priority right now is figuring out how to harness energon from the All Spark shards so we can finally depart from this wretched planet. It just so happens I share the same agenda with Megatron, so it only makes sense that I work with him. Your agenda, on the other hand, serves only your misguided vanity. The only reason I ever agreed to help you was because the notion of combining my old Cybertronian engineering skills with my newly gained expertise with organic chemistry sounded like a fascinating endeavor. However, the more I studied the records of 'Elita One' and compared them with your current condition, the more I realized this endeavor would be nothing but a downgrade.

Blackarachnia skeptically crosses her arms, searching through the layers of frustration and confusion in her mind, only to find herself without a retort.

STARSCREAM
(continuing)
My opinions are unquestionably valid, but if you refuse to accept the truth then you can at least help with the necessary research of your transformation process and study the molecular composition of this.

He stands up and sets Prowl's samurai helmet on the table, awkwardly avoiding optic contact with the predacon as she gapes in surprise.

BLACKARACHNIA
So that's why you took the helmet.

STARSCREAM
(prattling on)
Replicating the Cybertronian alloy that constitutes an Autobot's chassis is the first step in recreating your original form. I'm sure the quality of metals used for a Cyber-ninja's armor is more than adequate for your needs.

She lifts the trophy up and runs her claws across it, her thoughts immediately engulfed with admiration of such pure Cybertronian material.

BLACKARACHNIA
It's perfect!

Starscream can see clearly that her stubborn obsession is unyielding and returns to rummaging through the mess on the floor.

She carefully wraps the helmet in silken fibers and places it securely into one of her webs strewn between the bed posts, continuing to gaze upon it with reverence. Her thoughts are interrupted by the glint of a small electrical device at her feet and she kneels down to pick it up.

BLACKARACHNIA
Is this what you're looking for?

STARSCREAM
(popping his head up)
Yes! Give it here!

She brings the device to demanding seeker who quickly snatches it from her hand.

STARSCREAM
You better not have damaged this with your little temper tantrum.

He carefully inspects his precious project, but suddenly becomes uneasy by the femme's motionless presence.

BLACKARACHNIA
Starscream…

He can feel all four of her optics locked on him with curious contemplation, but he continues to focus on the device.

STARSCREAM
(irritated)
What.

BLACKARACHNIA
How much of that human scientist's personality did you actually absorb?

Starscream vents a long exhale and sets the device down on the table, slowly lifting his optics to meet with hers.

STARSCREAM
(scowling)
Too much.

----------------------------------------------------------------------------------------------------------------------------

I remember everything. The academy, my Cyber-ninja training, our struggle with the Decepticons here on earth. But I also remember much more about this planet. A life not of my own. Memories that grow more vivid with each passing day. Events and interactions responsible for the shaping of my imposter, who's name is best left unmentioned. These memories are horrendous. Far beyond anything I thought humans capable of, and not only his actions, but the actions of those who were suppose to love and nurture him in his developmental years.

Since we arrived on this planet, I have been fascinated by the delicate balance between all living things and their environments, but now I'm forced to see it through the eyes of one who made destroying life the very purpose to his. He is a monster, a degenerate, a toxic byproduct which should've been weeded out if natural selection still played significant a role with the human species. And now he is a part of me. He finds sanctuary in my disgust for him, feeding on every dark thought, patiently waiting for the next inevitable trigger I encounter. Processor over Matter keeps him at bay for the time being, but when I'm exposed to the various stimuli of the city, meditation is not feasible, and I certainly can't remain locked away in this room forever.

If I can't find a means to control him, then he must be destroyed, by any means necessary.

AUTOBOT BASE - PROWL'S ROOM

Bumblebee bursts into room, causing every bird and squirrel inhabiting Prowl's tree to flee for their lives.

BUMBLEBEE
Prowl! Buddy! Me and Sari wanna take you to someplace called the zoo.

PROWL
(optics abruptly illuminate)
Perhaps my imposter's violent tendencies have their time and place.
(venting a sigh)
It's "Sari and I".

BUMBLEBEE
No it's not. Me 'n her came up with the idea. (Sari enters the room) Right, Sari?

PROWL
Ugh, never mind. (rises up from the Lotus pose) Why in the universe would anyone find entertainment with imprisoned animals.

SARI
It's not like a animal Alcatraz, silly. Zoos have come a long way from the old days and they try to mimic each species natural habitat as much as possible.

Bumblebee starts backward-skating figure eights around Prowl and Sari.

PROWL
(optics nervously following the hyper yellow bot)
I don't see how thick glass and metal bars are natural. Wouldn't our time be better spent assisting Optimus Prime in figuring what to do about the Decepticons?

BUMBLEBEE
He said he wants to lay low until we can get some backing from the Elite Guard, which means we have the green light to go have some fun.

PROWL
I'll admit it does sound fascinating to see such magnificent creatures up close rather than on TV.

BUMBLEBEE
That's the spirit!

PROWL
However, we must be cautious of the effects a crowded public place will have on my…alter-ego.

SARI
Well, we figured the zoo would be okay since you feel most like you around nature.

PROWL
I hope you're right, but I would feel much more at ease if we brought a pair of stasis cuffs.

BUMBLEBEE
(screeches to a stop)
What!? Are you yanking my drive train? Stasis cuffs? Can't you just hum him away?

Prowl walks to door, passing his young friends without making optic contact.

PROWL
My imposter is uncanny and can easily catch me off guard with the slightest trigger to his memory. I have no idea what could happen so it's imperative you…keep a close watch on me.

The somber ninja leaves the room, leaving Bumblebee and Sari to look at each other with concern.

BUMBLEBEE
Poor guy…admitting you need a babysitter is not an easy thing to do, especially if you're Prowl.

SARI
I know, Bee. As much as I love having him back, I worry that he'll never…be himself again.

BUMBLEBEE
(shaking off his doubt)
Don't say that. Prowl's strong. This infestation to his processor is just another hurdle in his Cyber-ninja training. He'll beat it…I hope.