A/N: Inspired by a Sonic the Hedgehog fanfic I found and decided to apply to Transformers Animated. If you want a time reference this takes place after "Black Friday" and before the two part Season Two finale "A Bridge Too Close".

Transformers belongs to Hasbro.

Enjoy.


"This is all your fault you know." "My fault? Excuse me, but I didn't cause a cave-in." "Who knows this world better? Me or you?" "You, but-" "Exactly. So unless you've got something helpful to say stop complaining and help me fix my arm so I can think of a way to get us out of here." The argument around that topic had been going on for a while and had become a fairly common occurrence since they had been trapped together.

Optimus had been stupid, yes he would admit that, but he and his friends had been ambushed by the Decepticons in a cave system while in search of a pair of Allspark fragments. When they could run no more, stopping after the Prime had literally run into Blackarachnia as she too had picked up the fragment readings, they had made a valiant stand against their larger and more aggressive foes. Unfortunately, Lugnut had attempted to use his P.O.K.E move to try and bring the Autobots to their knees.

By a stroke of good luck Bulkhead had managed to use one of his wrecking balls to uppercut the mammoth mech and send him straight into the ceiling. That good luck however had quickly turned into bad luck as the Punch detonated on the roof of the cave and brought it crashing down on friend and foe alike. Optimus had gotten hurt tackling Blackarachnia out of the way of several large rocks.

More than one of those had landed on his various limbs including severely denting his legs. That also led to him getting a broken right arm and Blackarachnia having to use her webbing to patch him up until his internal repair systems, which had kicked in immediately before the dust had even settled, could get his injured limb repaired. Unlike the times when he was often more civil to the Decepticon femme, given who she used to be, the whole kerfuffle had made him irritable and bad tempered.

This meant he absolutely wasn't in the mood for "catching up" as his former fellow Elite Guard trainee had taken to calling their little meetings. Those had been a set of somewhat off and on occurrences, often when he was out on night patrol and took to watching the night sky when he had the chance. She would turn up out of nowhere and start a mostly one sided conversation, parts of which he tried to ignore, especially when it came to about when he and Sentinel had "abandoned" her on Archa 7 all those stellar cycles ago.

His thoughts were interrupted as Blackarachnia's voice cut in. "There. It'll heal correct... ish. At least until your IR finishes up and we can get out of here," she said, finishing tying up a makeshift sling with long strands of her webbing. Optimus inspected the damage done to his arm with an experimental squeeze. That was a move he instantly regretted doing as it immediately stung like anything and he gave loud a hiss of pain.

"Don't do that you tin-headed idiot! There's at least one broken finger in that servo if not more," the femme reprimanded him sharply. The red and blue mech simply rolled his optics having expected such a response. "Sorry, I didn't feel anything. Now I do," he answered, with a hint of sarcasm in his voice as he rose to his peds and began to inspect the wall that effectively blocked their escape.

Mentally, he thanked the fact that Sari hadn't come with them as unlike them she would have most likely run out of air. "So what's the damage?" Blackarachnia asked from the centre of their rocky prison. Optimus rubbed his one good servo against the rock wall in front of him. He felt a few loose stones and pulled them out. Unfortunately he ran out pretty quickly. Not for the first time, his intellect failed him. He didn't know what to do.

"I don't know. Hopefully the others weren't crushed. They can break their way through this stuff eventually. Best I could do is hopefully pull these things out one by one but that may probably cause another cave-in," Optimus answered. "Well then... I guess we wait." And so they did. With no way to tell how much time had passed they had no idea how long they waited. Optimus tried his best to keep track in his head but found the endeavour to be fruitless after an hour.

"Well, I'm tired of continuously waiting in silence and catching you staring at me. What can we talk about?" Blackarachnia asked, moving from the other side of the cave and sitting herself down next to the red and blue mech. "I don't have anything to say to you," Optimus said, having averted his optics after what she said and focusing on the first thing in front of him that caught his attention.

The femme rolled her optics at his reponse and snorted. "Come one, no one can hear you, not even Megatron, if that's why you don't want to talk." Optimus laughed sarcastically at the idea. "Apart from not remembering my name, you think I care what the chief Decepticreep Buckethead has to say about me? If you do then I'm sorry to tell you that you're really, as humans say, scraping the bottom of the barrel."

"Well you and your friends did run from us." "That was because Bumblebee, Bulkhead, Ratchet, Prowl and I didn't think we would be ambushed. We would have fought a lot more if that wasn't the case." "Riiight," Blackarachnia drawled sarcastically before moving to get back up, but stopping and sitting back down again as a long standing thought suddenly struck her. "Why did you try and protect me?"

Optimus wouldn't look her straight in the optic. He simply stared down at the floor in silence. At least not for a while anyway. "I don't know." Blackarachnia sighed and slid a servo down her helmet covered face in exasperation. "This is still an issue isn't it? After how many stellar cycles? A thousand? Really Optimus?" Her condescending comment seemed, whether it was intentional or not, to get really far under Optimus's plating.

His fist clenched tightly and his face darkened for a moment before shaking his head and glaring daggers at her. "You're still good at hurting people aren't you? I just saved your life, again I might add, and all you try and do is bring me down! What is your problem?" "My problem? I'm not the one still holding onto a petty crush after a thousand stellar cycles," she said, poking a finger into his chest for emphasis.

Whether she poked directly over his spark on purpose he didn't know but it made it just sting all the more so. Optimus got to his peds just for the height advantage and to have the satisfaction of being able to talk down to her. "You know what your problem's become right?" he began. "You've become capable of caring for nothing and no one other than yourself."

Blackarachnia got to her peds as well, though being unable to talk down to the slightly taller mech in front of her the same way he could and was doing so to her at that very moment. "News flash pal, I'm not one of your goodie two shoes friends for a reason. Despite that, I fixed your arm for you! Why don't you start giving me a little respect and then worry about getting into my berth."

What Blackarachnia didn't know was that Optimus had had this exact conversation go down in his head countless times; it would be hard for him to miss a single beat. "How about your own news flash? You fixed my arm because you owed me! That's the difference between you and me now, I help because I'm needed and I want to. Not because of my own selfish reasons! You'd be surprised how much willpower it takes, when you could do the things I can do, to not turn into a psychopath. Besides, the last thing I'd want to do is catch Megatron's spike warts."

"Preach all you want. I don't care about you, your feelings, your friends or your ideals," Blackarachnia rebutted, counting off the reasons on her fingers, all the while glaring daggers right back at him. Optimus ground his denta together like a vice clamp. He was definitely sure that Blackarachnia heard the small growl that involuntarily escaped from his throat.

"I was always taught to be bigger than whoever I argued with. But scrap that! You've done more than enough to deserve...!" Optimus broke off grinding his denta together even harder than before. He did it so hard he thought one of them would chip. The Prime could feel his servo clench, just itching, to take a swing. But he forced his more violent instincts to settle down before he actually did hurt her.

He looked at her with a firm gaze. "Give me one example of when you cared for someone other than yourself after joining the Decepticons, a real example, and I'll take back everything that I just said." Blackarachnia opened her mouth to say something, but stopped. "That's what I thought. Ever since you swore loyalty to Megatron, how many innocent beings have you hurt? Hell, how many Autobots have you killed or watched Megatron kill?"

Said femme looked at him indignantly. "Wipe that look off of your face before I do, don't pretend I don't know because I do." Blackarachnia felt strange, almost back where she was trapped in the cave with the spiders before her failed attempt at escape. Her optics widened and she started hyperventilating as the memories surfaced again and the area around her started closing in on her.

She collapsed on the ground and scooted back into the nearest corner and buried her helm in her knees to try and bury the memories again. Optimus watched the whole thing with a blank look. Inwardly though he was acting completely different. Great, she's losing it. I didn't mean to bring that back, he thought. He did know what had happened to Blackarachnia during the time he had thought her offline; she had told him that when they had first reunited during the Autobots first Halloween night on Earth.

Optimus stood and watched as Blackarachnia started to nearly choke on her sobs. She was right about one thing though, he did still care about her and that may have been what made him move over and sit next her in an attempt to try and comfort her. He placed his good servo on her knee to get her attention and the act made her freeze up. "Blackarachnia?" he said as comfortingly as possible.

"Twelve," she said, wiping the tears off of her face and glaring at him. "Twelve what?" He knew what she meant, but he wanted to hear her say it. "I watched Megatron blow up a building with a single shot without even blinking once. There were twelve Autobots inside." Optimus did nothing other than take his servo away from her knee and start to shake his head.

"What are you looking at me for? I'm not crying because of what happened to those Autobots, I'm crying because of what those spiders did to me." Blackarachnia buried her head into her knees again. "I know," Optimus said, slipping his good arm around Blackarachnia and pulling her a little closer. An action she at first resisted, but eventually gave in and rested her head on his shoulder and cried softly.

"How do you know about that?" she asked, more out of curiosity than any actual need to know. "Ever heard of Guardian Prime?" Optimus could feel Blackarachnia tense up at the mention of his first wound's name. "I know about him, but how do you know about him? All he ever became was just another standard Elite Guard member, like Sentinel."

The red and blue mech sighed and pulled Blackarachnia a little closer, more for himself than for her. "He was the one, and I hoped back then only, time I would experience the pain of hearing that someone I knew had gone offline. He was my friend even before I joined the Autobot Academy and encouraged me to join. Then he got put on a mission with his team when they were ambushed by Decepticons, and then... he was killed. The others got away after he sacrificed himself to give them time."

"That stinks," was all she said in reply. Optimus laughed bitterly in response, "Yeah, it did stink." The two of them stayed together that way for a while. Simply basking in the scrappy way they had experienced the past together. Blackarachnia then said something that took him completely by surprise. "I'm... sorry for bringing all that up."

Optimus sighed once again and held Blackarachnia a little tighter, something he would cherish while he could. "Sorry about reminding you of your time in the spider cave." The femme took a calming breath and scooted further into Optimus's embrace, something he was greatful for. Though he knew he would never get over her at this rate.

Her voice broke him out of his thoughts. "So how long are you going to hold me like this?" she asked. "Until I decided to stop." "Well, when will you say stop?" Once again his irritation rose to the surface. "Knock it off. If you're going to be like that we can go right back to how we started when we first got trapped." "Ok, ok, geez. I was just kidding. You know, you can be kind of intimidating when you try to be."

The Prime shrugged his shoulders. "I wasn't trying to be intimidating, I guess it just sort of happens when I get angry. I was just trying to show that I can hurt you like you can hurt me." "Well, if you're ever trying to intimidate someone, get angry. It always seems to work pretty well in certain situations." They both shared a small laugh. "I'll be honest with you Blackarachnia... I really miss you."

But she didn't answer him. She had fallen asleep on his shoulder. Something he was sure the Primes were using to mess with him. "Figures..." he muttered. The day's events had gotten to Optimus himself as well and he could feel the dull ache in his arm driving him to close his eyelids and rest his head on Blackarachnia's own and get some recharge while the opportunity represented itself.

Later, Optimus was awoken by a throb of severe pain coming from his arm, and it only intensified when he attempted to put his weight on it. Instead it drew a gasp of pain out of him that blasted away all of the drowsiness that had gathered in his systems. He wasn't the only one awakened by it however. "Optimus! You idiot!" Blackarachia said as she came over and began doing some sort of rough massage on his arm and the pain slowly died down.

Optimus hissed the last remaining sting of pain out through his denta. "My bad." "My bad? Honestly. You feel any better?" Blackarachnia asked, continuing to rub up and down his battered arm. "Yeah... so about-" Blackarachnia cut him off abruptly. "No, that didn't happen. It was stupid. Forget about it." Optimus could feel the words cut deep into the wound that he had freshly opened up again.

"Why are you so adamant about forgetting what happened between us?" "Because it was stupid. That's not who I am anymore," the femme said getting up and turning away from Optimus, seemingly refusing to acknowledge his presence. "If it isn't who you are anymore, then why did you do it?" he asked. "Because.. because..." Blackarachnia had trouble forming a sentence. But Optimus stopped her when he placed his servo on her shoulder and turned her around.

He sighed. "Blackarachnia, I know it's hard to believe this, but I don't hold any ill will towards you." "That's easy for you to say," Blackarachnia replied, casting her optics downward again in a move that was continuously confusing Optimus greatly. Deciding to pull out the big guns he spoke. "Elita, please stop beating yourself up over what happened. We just talked and slept near each other, we didn't even do anything. Yeah, we shared some private moments with each other, but that's all."

She spoke without turning. "That's not why I'm upset." "Slag it, Blackarachnia! Look at me!" She refused at first, but Optimus just grabbed her chin and forced her around to look up at him. He could see that her optics were extremely conflicted about something, something that he was going to pry out of her no matter what it took him to do so.

"If you have become the kind of person who wasn't able to open up to me, then tell me. Why did you do that?" he asked. "If I told you why, I'd never be able to forgive myself, so there is absolutely no way I am going to tell you," she retorted, batting Optimus's hand away and walking over to the other side of the cave once again. But Optimus wasn't going to let her off that easily.

"Simple Blackarachnia. I've never told anyone, not even my team, not even Ultra Magnus or my old trainer Kup about Guardian. You're the only one who knows about a pretty dark secret of mine. Why don't you open up to me again? Why-" It seemed, with that sentence, that he finally broke apart Blackarachnia's patience. "Because I enjoyed it ok! I want to do it again all right? Are you happy?!" Blackarachnia yelled, whipping round on her heels and once again jabbing a finger into his chest.

Unlike before however she sighed and dropped back down to the floor. "I'm such a floozy," she said, putting her face in her servos and sighing once again. "It isn't a bad thing to have enjoyed falling asleep in someone's arms. I'm sure you've done it with lots of other mechs before now." "No Optimus, you don't get it do you? I enjoyed it because it was with you. Nobody's ever held me like that before except for you, nobody talks to me like you do, nobody treats me like you do. I feel more like a tool than a sparkmate."

Of all the revelations that day this one threw Optimus through a loop. Is she serious? he thought to himself. "Now I don't know what to do. I've been with Megatron and the Decepticons for so long I feel like I have to stay. But all of them were just so cold to me on the ship. Then when I come to this planet, not only does the Prime who I try to kill save my life two times, but that same Prime tells me that he still misses me even after everything I've done to him and his friends."

Blackarachnia was laughing at herself by the end of her speech. The whole thing was unbelievable to Optimus, it almost seemed that he was dreaming. But the dull throb in his arm assured him that he was very much wide awake. Blackarachnia was confessing everything that he wanted to hear from her and now that she was he wasn't sure how to respond to it.

"So, uh, you heard that?" Optimus asked, suddenly embarrassed. Scratching the back of his head with his servo. "Of course I did. It's the main reason I said all of that stuff. How can you do it Optimus? How can you care about someone even after they've done so many horrible things to you?" Blackarachnia asked, getting back to her peds to talk to him, face to face.

"Because I just let go. I didn't hold on to what you've done to me because I cared about you. You never really cared about us, that was probably why you couldn't let go after what me and Sentinel did. I admit, even I would have trouble letting go of something like that." "That's it? Just let it go?" It sounded so ludicrous to her, and yet so also sounded so right.

Optimus nodded. "Yeah, but that's up to you," he replied. The femme looked down in thought. Their whole conversation was clearly running through her head as well as all the previous ones that they had shared during their first encounter after several stellar cycles and the ones after that. An eternity seemed to pass before she eventually spoke. "I... I think..." "Yes?" "I think... I can let go of my past."

A small smile appeared on the Prime's face and he raised his left eye ridge up. "You can huh?" he asked, half questionly, half jokingly. "Yes, yes I can," she replied truthfully. "Well, I'm somewhat afraid to say this but, prove it to me." She wasn't sure if it was right or wrong or neither, but at that moment she decided she really didn't care.

Blackarachnia grabbed Optimus by his shoulders and brought her lips to his in the only way she knew she could ultimately apologize. "So you've made your choice then?" Optimus said, when they parted so they could speak to one another, though his head was still somewhat on cloud nine. She smiled. A real genuine smile. "You bet. And again, I'm so sorry for everything."

Optimus cupped her cheek with his hand and smiled down at her. "No more apologizing," he said before kissing her again. Her arms encircled him in a cocoon of love and warmth. He wasn't getting into trouble for this so he wasn't going to abuse this chance so maliciously. The two of them didn't need to part until the need for air was present for the latter.

Afterward, Blackarachnia placed her head on Optimus's chest to simply bask in the afterglow. "If we're done screaming at each other, how do we plan to get out?" Blackarachnia asked, though somewhat unwilling to move from the warm pillow she was resting her head on. "Unless the others weren't trapped like us and are already trying to find me then we're just going to have to kill time and wait to get rescued."

The femme closed her optics in contentment as she relapsed into her thoughts and smiled broadly. "That's fine with me." His good arm wrapped around her shoulders. "Figured you might say something like that," he replied, wrapping his good arm around her shoulders to pull her on closer, an action she made no move nor spoke against doing.

Eventually though, like most moments like this, all good things must come to an end. That end came in the form of a powerful impact shattering the rocks as the massive form of Megatron came bursting through the wall opposite them with the other Autobots and Decepticons following after him. "Remind me to never fight you Autobots in a cave again," Megatron said, dusting himself and his cannon off.

"How about we remind you to never fight us at all?" Bumblebee replied, smacking the side of his head to dislodge any loose dirt or rocks that were still clinging onto it. As expected the leader of the Decepticons simply snorted in contempt. "Like that will ever happen. Come Blackarachnia, despite your estrangement I will allow you to come with us, we have cleared. We are leaving." Megatron said, beginning to go back through the hole both sides had taken turns in making

"I'm good thanks," she said, going back to leaning against Optimus's chest. "What?" Megatron wasn't alone when he voiced his surprise. The other Autobots and Decepticons were also taken aback too. "She said she's good," the former said in answer for the two of them. "The mighty Lord Megatron was not talking to you, you insolent Autobot," growled Lugnut. "You heard him! Let's go! Now!" Blitzwing barked, having switched to his rage mode.

Both suggestions sounded more like orders which is exactly what they were. They were also both in tones Optimus didn't like and didn't sit well with him. "If you think she's going to follow you three because she's a Decepticon like you, then you've got another thing coming," Optimus's answer froze all three of the Cons in mid stride.

They turned with the most bewildered looks on their faces before Megatron started laughing to himself, followed by his two followers. "You have got to be kidding me. You really convinced her to be an Autobot? By the Allspark..." The Lord of the Decepticons made a big sigh before making his face look disappointed while he shook his head. "Well if that's your decision, then I suppose I will simply have to turn you into scrap."

"Since you've failed to do so many times before I'd like to see you try now," Optimus said, his friends instantly coming to his side as if by instinct. Megatron weighed his options while he ground his denta together. He and his two followers would probably lose to all six of them given the fact that their surroundings were far from the best for a conflict, if their previous battle was anything to go by.

But since Optimus had a damaged arm, they might be able to pull it off. But said red and blue mech, seemingly read his mind. "If you think I can't fight with this arm then you can think again." Optimus suddenly tore the web cast of his arm, threw it to one side, stood up and marched forward to face his foe grim determination written across his face. His arm then cracked loudly as his internal repair systems finally finished their procedure as he made ready to use it.

"I lost her once and you took her, I won't let it happen again." Optimus felt a force surge through his body that was far more intense than any other force he had felt before a fight. The others all shared this sentiment and gathered by his side brandishing their weapons at their enemies. It was this display that made Megatron and his subordinates think twice and decide that they wouldn't get away from all of them despite Team Prime being bent, dusty and dented.

He sneered at them before condescendingly insulting them as he, Lugnut and Blitzwing left. "Whatever. Keep her if you want her so bad. We are leaving." After a few minutes it was clear that all three had found the cave entrance, left through it and activated their alternate modes. "So," Ratchet began, breaking the tense silence that had befallen the group one they were outside. "Care to tell us what and how this happened?"

Optimus wrapped his right arm around Blackarachnia's shoulders and pulled her close. This elicited a giggle from the former Decepticon femme and a big smile graced it's presence on his face. "I'll tell you on the way back to the plant," he replied. "By the way, did you find those Allspark fragments that brought us here?" he asked, suddenly remembering the reason for their coming here.

He had completely forgotten about finding the crystal fragments of the Cybertronian relic in all that had happened. "Yep, we got 'em," Bumblebee said, reaching into his subspace and holding out a couple of fragments that glowed in their own light. "Great work today everyone," Optimus said. "And I mean everyone," he added, looking down at Blackarachnia who smiled back up at him.

Turning his face in the direction of Detroit, and seeing that the sun was starting to sink behind the horizon, he spoke his famous words. "Autobots, transform and roll out!" The others all smiled before transforming into their vehicle modes and driving off. After he transformed, Optimus looked at Blackarachnia. "Hop on," he said. At first he saw confusion on her face until she realised what she meant before he too transformed and climbed onto the back of his truck mode.

Once she was ready he set off after the others feeling better than he had done so in a long time. After all, a tremendous weight had been lifted from his shoulders that day. One he hoped he would never have to bear again in his lifetime.


A/N: And that's it. It's somewhat short by how I would normally write, but it probably won't be the last story I do featuring these two. I can't guarantee I'll do more but I will try and do so.