Arcee, Cliffjumper, Jack and Sonic the Hedgehog leisurely through a forest of trees that dwarfed the twenty-bot tall mech and the fifteen-foot tall fembot. Arcee was holding an Energon scanner, used for detecting even the slightest of Energon signatures and at the moment there indefinitely was a trace. Jack was dealing with the blood-sucking insects that were trying to get to his neck, while Sonic was enjoying his walk. Cliffjumper was holding the Chaos Radar that Tails gave him, used for detecting any chaos energy, or, in this case, a chaos emerald.

"You guys found anything, yet?" Sonic asked.

"No, not really..." Cliff said. "Wow...The trees are starting to annoy me."

"At least, they're nothing like bugs." Jack complained, trying to shoot the blood-sucking insects away. "Ugh, I really wish I had packed some insect repellent. These mosquitoes on this routine recon mission are as large as vampire bats, and they drink just as much blood".

Sonic chuckles, "Hopefully not too much. None of them could touch me."

"Quite the outdoorsman, aren't you guys?" She quipped with a smile.

Jack looked at her and returned the smirk. "You wouldn't be making fun of the survival kit?"He motioned towards the black bag strapped to the side of hip, hidden behind his shirt.

"Maybe," Her smile widened.

"I may not have stinger-proof metal skin like you and Cliffjumper, Arcee, but I can use my multi-function pocketknife and magnesium fire starter to cook up some freeze-dried Mac and cheese," he said with pride.

Sonic smiled as well with pride. "Same. I may be small, compared to you transformers, but I have the speed of sound and light"

"You two have your tools, Cliff and I have ours" Arcee replied.

Cliff then smiled, "You three are quite the conversationalists."

Suddenly, the Energon scanner started beeping louder. Arcee examined it and was a bit taken back by the results given by the device. She showed it to Cliff, who was shocked as well.

"Whoa." He exclaimed.

"That's odd. Ratchet's satellite scans were accurate, but sub-terrain Energon deposits don't cause this kind of surge" Arcee elaborated.

That was when the Chaos radar started beeping louder as well. Once Cliff checked it out, he couldn't believe it.

"Wow, the radar's going through the roof, but I don't even see the emerald in front of us."

"Then let's keep going." Sonic advised.

Both Autobots proceeded forward with Sonic and Jack right behind them. A minute later, the four reached the top of a hill and was shocked at what they saw. On the valley floor below was a humongous scar that cut through the earth and the forest. The ground was black from ashes and there was still grey smoke emanating from the gorge.

"What happened here?" asked Jack.

"Crash landing," Cliffjumper answered.

"Seriously? How did someone not see this?" Sonic said in a 'are you serious' tone.

"Don't know... but stay behind us, low and close" Arcee complied in a serious voice.

The four descended down the hill and followed the edge of the gorge. Jack and Sonic, as Arcee instructed, kept low and close behind her and Cliffjumper; nevertheless, Sonic was in his fighting position in case something happened. Another minute passed before the blue hedgehog, the black-haired teenager, red Autobot and blue Autobot came across a huge, black and purple starship lying at the end of the gorge. Arcee, Cliffjumper, Sonic and Jack squatted behind a large rock a hundred meters from the vessel.

"A Cybertronian ship," Arcee whispered.

"One of ours or theirs?" Jack inquired in a hush voice.

"Can't tell," She then shifted her right arm into a blaster. "Cliff, with me."

"You got it, Partner." He then shifted his hands into blasters. "Sonic, wait here with Jack."

"Are you sure? I could help" offered Sonic.

"No, it's fine. But I'll call you if Cliff or I need you, stay alert" Arcee insisted.

The blue femme got up and stealthily proceeded to the onyx Cybertronian ship with the red mech following her. Sonic and Jack watched every step they took, ready to jump in in case something went wrong. The Blue Hedgehog didn't know why, but he had this strange, unpleasant feeling in the pit of his stomach. He only experienced this when he felt like someone was watching him... And it wasn't the 'Amy Rose vibes', it was something else.

Arcee, in the meantime, silently and alertly walked up the slope made by the landing of the vessel while Cliffjumper guarded the entrance. She walked along the ship until she finally caught view of a ramp that lead inside the ship. She paused, listening for any sign of the occupant. When she heard none, she spun right in front of the entrance with her blaster ready. Arcee steadily proceeded into the ship in case for a possible ambush.

One minute later, Cliff was waiting impatiently for Arcee to come out until she finally did. Arcee exited from the ship and leaned against its hull with her helm down. Something was wrong. From here, it seemed that Arcee was injured.

"Arcee, you okay?" Cliffjumper asked her, looking at her face. He has seen that scared look before.

However, Sonic nor Jack didn't as they jogged to her position and was shocked. The look on her face, the trembling of her body, and the feeling in her optics all suggest one emotion: fear. But how can that be? Jack and Sonic has never seen Arcee scared or fearful of anything.

Traumatizing memories flashed through Arcee's processor.

A black and purple spider robot.

A raised blade.

A swift flash of metal-on-metal.

Energon splattering against the wall.

...

"Arcee?! Arcee, what's wrong?" Jack asked, concerned.

The femme lowered her helm with her cerulean optics closed, hugging Cliffjumper who comforted her. "I know who this ship belongs to," She replied solemnly.

Cliffjumper didn't understand what she meant at first, until he instantly knew what AND who she was talking about once he saw her face again. He then gotten serious, something he'd never done for awhile now. "Call for a groundbridge, Now.

She then stopped hugging Cliff and lifted her servo to the side of her helm to activate her com-link. "Arcee to base, I need a groundbridge ASAP".

"What? Why? Whose ship is this?" asked Sonic.

Arcee ignored Sonic and started walking toward the forest. "Arcee to base... SCRAP! Com-link's dead! The ship has got to be transmitting a hyper frequency scrambler pulse".

Both Sonic and Jack were rather confused and worried from this sudden change in Arcee. "Arcee... okay you're really beginning to freak me out here". Jack said.

The Autobot femme had her attention focused on the line of trees in front of her. "Wait here," She instructed. "Cliff, with me."

With narrowed optics, Arcee strolled into the forest, staying on guard and looking for any abnormal signs, with Cliffjumper following her in case if she gets into trouble. Suddenly, something on the ground caught their gaze. They knelled down to examine a scrap in earth; it appeared to be made by an all too familiar object.

At that moment, Arcee froze, a look of horror plastered on her face.

...

She was in a prison cell on Cybertron, her arms restraint above her while her feet were locked in a clamp. The room was filled with darkness; the only light came from above her. She pulled against her restraints to possibly get free, but it was futile. All of a sudden, she was interrupted by the sound of footsteps.

She looked up to see a cloaked figure hidden in the shadows. Only their amethyst, hate-filled optics were visible. There was the sound of some sort of weapon unsheathing. A sharp talon was then lifted to her face.

Arcee turned her helm to avoid it, but it was in vain. The memory faded to black as a nasty metal-on-metal sound was heard and Arcee let out blood curdling scream.

...

Arcee returned to reality and was venting slightly. If this was the same Cybertronian, the same Decepticon, and the same femme... she was in a mess of trouble... And so would Cliffjumper, Jack, and Sonic if they encountered her.

"Arcee... I-Is she back?" Cliffjumper quietly asked. Arcee gently nodded, remembering that Cliffjumper already knew who she was talking about, considering that he saved her... from her.

"Let's get Jack and Sonic out of here."

That was when he saw blue hedgehog and black-haired teenager coming.

"Arcee?" Jack said, standing by her side.

The blue femme looked down at him in surprise; anxiety was ever present on her facial plate. Without a single word, Arcee collapsed down into vehicle form and reeved her engine.

"Climb on," She ordered. He then hopped on and he put his helmet on.

She took off at a dangerously high speed, scaring him soon they reached a miniature canyon after evading trees, "Arcee!" He yelled as she jumped over the canyon "Whoa!"

Arcee has never acted this way before. Whoever the ship belonged to sure scared her enough to retreat. He grunted as Arcee landed on the other side of the canyon before skidding to a stop. He took his helmet off, "Was that really necessary?" Jack asked as he got off of Arcee's alternate mode.

"Arcee to base," she said but still couldn't get through, "Scrap!" She rolled forward.

Sonic and Cliff caught up to them. "Arcee, Cliff, I think you guys need to tell us what's going on!"

"Yeah! Look I've seen and been through danger before..." Jack attempted to explain.

Arcee then cut him off. "Wait here," she ordered, "I mean it this time".

Jack snorted in annoyance as he slightly face-palmed. "Okay first you shut me out and now you're ditching me?!" He asked heatedly. Arcee then transformed back to her bipedal mode and looked at him.

"I have to agree with Jack." Sonic stated, while looking at Arcee and Cliffjumper. "I thought the four of us were partners."

"Sonic, we-" Cliffjumper was about to say until the two-wheeler cut him off.

"No, Jack, you're a kid. You're only here because this was supposed to be no-risk." She then looked at the blue hedgehog. "And Sonic, no matter how many powers you have, you're still being reckless."

"I understand that you two are trying to protect me and Jack, but I've saved my Earth over hundreds of times and saved my universe at least a thousand times, I'm not just some reckless kid! Why won't you let us help?!" Sonic yelled.

"Because this is my problem... not yours," she stomped towards him, "Got it?" Arcee said bluntly and bitterly. She then looked at her partner. "Cliff, stay with these two, and keep an eye on them."

Without another word, Arcee transformed back to vehicle mode, jumped over the ravine, and drove back towards the ship. That was when both boys looked at the red mech, indicting that he has some explaining to do.

"Look, guys, you know Arcee. She just likes being alone. She is a lone wolf, after all." Cliff trying to attempt to lie his way out. He wasn't actually lying though, it was true that Arcee does her missions alone... And only he knows why. "Come on, let's just find the chaos emerald."

The blue hedgehog knew that he was trying to change the subject... However, he also knew that he was right. They needed to find the next chaos emerald before someone else, either innocent or truly evil, gets their hands on them.

While they were walking away, however, they didn't notice the black-haired teenager going to the same direction the two-wheeler went.

...

Speaking of the two-wheeler, Arcee continued to drive through the woods at an alarming speed, heading back to the spot where she uncovered a set of tracks. Her mind was in conflict with many emotions; anger, worry, concern, and fear. Nevertheless, the blue femme would not let emotions affect her; they would only get in the way.

When arriving at the spot, she transformed back to her robot mode. With her blaster raised, Arcee continued forward, cautiously looking side-to-side, expecting the demented femme to appear any second. The sounds of something burning caught the femme's attention.

Upon looking forwards, she saw that a tree had been burnt clean through to the stump by a green, acidic substance. Suddenly, Arcee's processor flushed with memories once again.

...

Blaster fire could be heard everywhere as Arcee ran through one of the many dead cities on Cybertron. The name of the city was lost to the ravages of time and war.

"Arcee to delta team," She said into her com-link. "Requesting rendezvous coordinates. Do you copy?"

"Arcee you lost again?" Her partner Tailgate joked over the com. "Your sense of direction could use some improvement" He quipped.

The femme smirked as she continues running. "So could your aim, Tailgate. If you had snagged that sniper back at the artillery depot, I wouldn't have to break rank and engage the enemy hand-to-hand" She retorted.

"Touché," He replied. "From the sound of things, I'm guessing you came out ahead".

Arcee ran into an abandoned plaza that showed no signs of 'Con or 'Bot activity. She slowed down and preceded to the rendezvous, her blaster raised. She smiled as she replied, "Try waiting up for me this time and I'll give you the blow by blow. What's your position?"

"About half a click form the depot due north," He answered. "Think you can find it partner?" He asked with humour present in his voice.

"Trust me Tailgate," Arcee said as she lowered her guard. "My navigation abilities are..."

Suddenly, her bragging was cut short as a thick, white substance slammed her into a wall. She grunted as she tried to break free, but it was pointless. Arcee looked forward and saw a slim black femme approaching her. She fired off another round of that sticky substance at her face, obscuring her vision.

Later, Arcee found herself suspended in the air by stasis cuffs. She pulled against them and struggled to break free. But no matter how hard she tried, she was trapped and not going anywhere.

Arcee then heard the sounds of footsteps behind her. Then a cool, seductive feminine voice interrupted her struggles. "Piece of advice," She said as she circled Arcee. "Make yourself comfortable".

She stopped in front of her and walked forward, her sharp talon raised to Arcee's face. "You're going to be here for a while" She concluded sadistically.

Arcee attempted to pull away from the talon but the resistant's prohibited her. The femme's talon stopped on her check and drew down it, leaving a deep cut into her facial plate. The cut, right below Arcee's left optic, sizzled from the acid from her captor. The blue femme then lowered her helm in exhaustion.

...

Arcee shook her helm from the awful memory. She narrowed her eyes in determination and armed her blaster. There was no way she would let that glitch get away. Not this time! Not after all she's done to her.

...

Back with Sonic and Cliffjumper, they continued to use the Chaos radars to find the next chaos emerald. The chaos radars kept on beeping and stopped beeping every time the two thought that they were getting close.

"Cliffjumper, I have to ask something... Why are you and Arcee acting strange lately?" The blue hedgehog asked in concerned.

The red-horned warrior thought of the right words to say, while being careful to avoid talking about Arcee's worst fears. "Well... Let's just say that one of the decepticons took someone from me and Arcee..."

"Who? Spark? Sparkblaster?"

"Spark is a short name for Sparkblaster. That was a codename for my brother..."

"Oh." Sonic said, realizing something. So, Sparkblaster was just a code-name? I actually thought he was a real person. So, who's your brother who had that code-name?"

Cliffjumper closed his eyes before he said three words... "My brother... Tailgate."

"Tailgate?" Sonic asked. "Wow... Sorry to hear th- Wait? Where's Jack?"

Cliffjumper noticed that Jack was gone too. "Scrap..."

"Come on! Let's go after him!" Sonic was the first to run towards the same direction Jack went. Cliff followed him, though he struggled to keep up.

...

In another part of the forest, the six legged cybertronian teleported out of nowhere. She then started walking and found a tent.

"My first local. Time for humankind to feel my sting," she said, holding up one of the claws on her hand. She transformed into a mode that resembles a robot walking with spider legs as her feet were in mid-air.

As she walked towards the unsuspecting human, and as she got closer, she jumped but was suddenly tackled by Arcee causing both her and the Decepticon to fall down the hill. The Decepticon recognizes Arcee's face as she tortured her centuries ago.

Soon they reached the bottom of the hill and Arcee collided with a rock wall, while the Decepticon flew backwards, in front of trees. She got up and began to walk towards the blue Autobot femme, "Arcee. Small universe."

"Too small, Airachnid," Arcee shot back at her.

"You're still holding a grudge? The war's been over for megacycles," Airachnid said.

"Tell that to the Decepticons," Arcee told her nemesis.

"These days I travel solo in pursuit of my new hobby," Airachnid said, telling her that she was now unaffiliated.

Arcee looked at her with anger as she remembers that when she was investigating the crashed ship she was horrified at what she saw, the heads of rare and exotic species from different planets that were also endangered.

"I got a look at your souvenir case," Arcee told her.

"You mean my trophies?" She asked the Autobot femme, "I collect endangered species. Of course they aren't really endangered... until they meet me. And I have a slot reserved for 'Human'."

"Not gonna happen."

Arcee tackled Airachnid into the ground and brought up her fists to strike. However, Airachnid's extra six limbs grabbed Arcee and threw her back into the cliff-side, causing dust and rubble to fall. Airachnid got up, rubbing her voice box in the process. The Autobot quickly got up as well, shifted her servos into blasters, and let loose a barrage of energy projectiles at the spider bot.

Airachnid dodged each blast with ease and jumped into the air and landed in-between two trees, the trees were groaning in protest underneath her weight. The black spider bot unleashed a couple rounds of sticky web at Arcee, tying her blaster arms together. Both femmes pulled against each other in a game of tug of war. However, Arcee won the battle as she pulled Airachnid out of the trees and landed on the ground with an audible thud.

Still struggling against the webbing, an idea struck into her processor. Arcee unsheathed her forearm blades and allowed them to easily cut through the sticky, white substance. Tossing it on either side, she continued firing another volley of blasts at her archenemy.

Airachnid shielded her optics momentarily before returning fire. Arcee charged forward and then leaped into the air, grabbing hold of a tree branch. She spun around it a few times before launching herself higher into the air. She landed on another tree and then jumped at Airachnid, sending a kick straight into her chassis.

Arcee stood over her, blaster aimed at her face, ready to end this. However, Airachnid had other plans. The spider bot discharged a string of web onto one of Arcee's blasters. This short loss of concentration allowed Airachnid to pick up her right leg and deliver a kick into Arcee's abdomen.

In swift motion, Airachnid got up and fired another blast of web at Arcee. The sticky substance slammed her into the cliff-side. Arcee stood trapped to the wall, grunting as she fought against the web.

Airachnid hissed sadistically as she slowly approached Arcee, intending to saviour this sweet moment of victory. That was when she was interpreted by a certain human.

"Arcee!" Jack called as he ran towards her, she saw him and knew that Airachnid would immediately take an interest with him, she deployed one of her blades to cut one of the web pieces pinning her to the wall and activated her blaster and tried to shoot Airachnid in the chest, but the Spider-Bot dodged the attack.

"Jack?!" Arcee was shocked to see him. "What are you doing here?! And where's Sonic and Cliffjumper?!"

Before Jack could answer, the two saw Airachnid coming closer to them. The Spider-Bot then webbed the two-wheeler again, while webbing Jack's feet into the ground.

Airachnid hissed sadistically as she slowly approached Jack and Arcee, intending to saviour this sweet moment of triumph this time. Nevertheless, fate intervened once again as the sounds of someone gleefully shouting 'Woo-Hoo' caught her attention.

Suddenly, in a blur of blue, something had jumped from the tree tops, to the cliff wall, and slammed straight into Airachnid's forehead. A small shock-wave echoed throughout the forest from the impact. The femme grunted as she stumbled back with closed optics and held her aching helm. When she looked back up, her violent optics widened as a slight gasp vented from her mouth.

Standing between her, Jack and Arcee was a blue anthropomorphic, spikey-haired hedgehog, who then transformed into his semi-dark form. What was that thing? Throughout her travels in the galaxy, she had never seen anything like that.

"By Unicron?!" She remarked.

Semi Dark Sonic grinned as he jumped at Airachnid again in extreme speeds and rammed into her head again. The Homing-Attack blow caused the spider bot to stumble backwards some more, cringing in pain. Spectating the event, Arcee unsheathed her left forearm blade and cut through the webbing holding her left arm. Once it was free, she shifted her arm into a blaster and fired at Airachnid.

The blast struck her in the chest and sent her flying back and hit the ground in a heap. She tried to get back up, but she weakly collapsed to the ground unconscious. For the moment, the sadistic spider bot was not a threat to anyone.

Seeing that Airachnid was subdued, Semi Dark Sonic jumped and landed right by Arcee's side and got Jack out of the web.

"You okay, kid?"

"I've been through worse." Jack admitted.

That was when Arcee interrupted them. "I thought I told you two to wait for me."

"One thing you gotta learn about me is that I don't take orders very well" Sonic retorted.

"Also, Partners don't ditch partners!" Jack reminded her. The black-haired teenager then looked at Sonic nervously. "Umm..."

"Don't worry, I'm not at my full rage mode when I'm at my Semi Dark form." Sonic assured him, but transformed back into his normal self as he didn't need it anymore, much to the teenager's relief.

While the two were trying to help the two-wheeler, Airachnid's optics slowly opened as she started to steadily regain consciousness. She regained enough of to witness Semi-Dark Sonic transform back to normal and having the ability to talk and have the speed of sound. To say she was surprise would be an understatement. She was awestruck from this event.

'The rumors... of the powered-talking creatures over the Decepticon radio... they're true?!' Airachnid mused. A sadistic grin grew on her lips as she eyed Sonic down like prey. 'Things have just gotten a whole lot juicier'.

"Get this through your heads. You two are not my partners!" Arcee yelled at them. "The only partner I have is Cliffjumper!"

"We don't believe you!" Jack said stubbornly.

"Yeah! We can see it in your eyes, Arcee! You're afraid, and you're never afraid". Sonic said.

Arcee looked away in shame, the memories hitting her again.

...

Arcee continued to hang from her restraints in the same cell. Airachnid circled her like a predator searching for its prey's weakness.

"You know...for an Autobot, your resilience is quite impressive" The black femme commented. "In fact, I'm guessing that no matter what I do to you, you'll never crack".

Arcee remained silent. "Am I right?" Airachnid asked, earning a glare from Arcee.

The spider bot smirked. "That's what I thought".

All of a sudden, the cell doors opened as two Vehicon troopers walked into the room carrying a limp form in-between them. When they got closer to the light, Arcee's optics only grew in fear and worry.

"Tailgate?" She stuttered.

The two troopers took him to a spot and placed a pair of metal cuffs on each wrist. The grey Autobot groaned slightly as electricity surged into the cuffs and lifted him off the ground.

"What have you done to him?" Arcee yelled as she struggled against her restraints.

Airachnid chuckled lightly. "Not much... yet," she said darkly, "just tell me what I want to know or... well... you're a smart bot. I'm sure you can figure out what happens to Tailgate next".

"I don't know the attack coordinates" Arcee quickly responded.

Airachnid frowned immediately and started casually approaching Tailgate.

"I swear upon the All-Spark, it's the truth!"

Airachnid chuckled again as she continued walking towards Tailgate. "We shall see".

Not a moment later, one of Airachnid's spider legs when into attack mode.

"No! Please!" begged Arcee, tears forming in her optics.

Airachnid hissed in rage as she lifted her extra leg to Tailgate. Then, there was the sound of metal-on-metal, and Energon splashing against the wall.

"Tailgate!" screamed Arcee.

...

The old but still horrifying memory of her partner's demise went by fast. "You and Jack are right, Sonic. I am afraid!" Arcee admitted. "Afraid of losing my friends... Afraid of losing Cliffjumper... Afraid of losing Jack... Afraid of losing you!"

The blue hedgehog and the black-haired teenager were shocked hearing the words coming out of her mouth. However, that was when they were interrupted by the seductive voice of Airachnid. "You sure have trouble hanging onto your partners, don't you?" She mocked. "We both know what happened to Tailgate, and I'm sure keeping an eye on Cliffjumper must have been really hard for you. But I recently picked up some Decepticon radio chatter regarding the passing of Former Police Chief/Sensei Prowl."

Sonic stood protectively in front of Jack and Arcee and glared at the spider bot. Arcee, on the other hand, began to vent in panic.

"At some point, you really need to ask yourself Arcee... is it them, or is it me?" Airachnid stated, smiling in delight.

"Do you guys get it now?!" Arcee said hysterically. "She's not interested in me. She hunts indigenous species, and she's on Earth. That means humans and mobians, you two!"

When it sank in, Jack's and Sonic's expressions became horrified. "RUN!" Arcee screamed, letting out all the fear that had built up since she exited Airachnid's ship.

Jack immediately turned and ran while Airachnid fired a new string of web over the old restraining Arcee. However, despite Arcee's warning about the Spider-Bot, Sonic still decided to stand his ground. "I'm not leaving you, Arcee." The Blue Hedgehog tried to do a Homing-Attack on Airachnid, but the spider-bot somehow activated a black shield, thus making Sonic's homing-attacks useless. That was when Airachnid stabbed one of his legs.

"AHHHHHH!" Sonic screamed in pain. Arcee watched in horror, feeling sorry to herself since she didn't do anything to stop it.

That was when the spider-bot got her face close to Sonic. "So, you must be the blue hedgehog I heard so much about from Decepticon radio chatter. It's so nice to finally meet you in person~" Airachnid said seductively, creeping Sonic out. "Don't worry, I'm not going to kill you... Yet."

"H-How? How did you use the 'Black Shield' technique?" Sonic asked in confusion. "The only person I know who could use that move only is Metal Sonic."

Despite having a confused face for a second since she haven't heard about the metal-lookalike, the spider-bot only smirked. "I don't reveal secrets to my prey. Besides, I have my ways. Now then, I'm giving you and your human friend a head start of my chase. I only stabbed one of your legs to make it fair, considering that you're the fastest thing alive. Or, that is what I heard. I've also added a little... Poison into your system that will slowly kill you, unless you keep moving. So, I suggest you take that head-start, unless you want to die first~"

She then got off of him, allowing Sonic to get away from the area. He didn't want to leave Arcee, but with one of his legs in pain, the blue hero had no choice.

Airachnid laughed as she approached Arcee, who was struggling fiercely against the webbing. "And that is why I prefer to work alone" She slammed one of her legs into the cliff wall by her helm and lifted her faceplate with a single talon. "It's so sad when bad things happen to those close to you".

She then crawled up the wall until she was staring at Arcee upside down. "But don't get me wrong." She smiled, showing her sharp denta. "I fully intend to rip out your spark." Her voice then became darker. "And believe me, I will make it hurt".

Her smile then grew darker. "But that won't compare to the pain you'll feel knowing I'm adding your human's head to my collection".

She turned her head around to see Jack and Sonic had made it to the top of the hill, stopped to look for a moment, and then took off running. Airachnid jumped off the cliff wall and landed on the ground with an audible crash, making dust spread everywhere.

"Oh, and I'm going to enjoy hunting down your little blue hedgehog as well" Airachnid commented with a cool voice, loud enough for Arcee to hear, and then started tracking him down.

Arcee could only watch the dark femme leave, and there wasn't anything she could do. Fear and failure built up inside her. It wasn't fair! First, she lost Tailgate, then Prowl, and now... unless the two are fast enough... she would lose Jack and Sonic too. She then remembered Cliffjumper! The spider-bot didn't saw him yet, but if she does... He'll be next!

All the anxiety, emotions, and thoughts inside her were let out in a single scream.

"SONIC! JACK!"

She then screamed for help.

"CLIFFJUMPER!"

...

The sun had fallen ever lower as Jack and Sonic continued running deeper into the forest. Jack tried his best not to trip over anything, while Sonic tried to heal himself. However, for some reason, his healing powers weren't working like they normally do.

'OH NO! NO! NO! Of all the times I had to crap out my powers, why NOW?!' Sonic hollered in his mind.

Jack then looked at the blue hedgehog while running with him. "Can't you just transform into your dark form like you just did, before?"

"One, it only happens if I get very upset! Right now, I'm freaking terrified! Two, my powers aren't working for some reason, and I'm guessing that the spider's poison is taking a toil on me!" Sonic stated.

"Great, that's just great." Jack said.

Sonic couldn't believe this was happening to him. He had defeated warlords, criminals, gods supervillains, evil genies, aliens, and demons. He would be damned if he was going to let that spider bot gets her sick claws on him. However, Sonic knew he was caught between a rock and a hard place at the moment. Right now, he needed to keep Jack safe from the Spider-Bot that was chasing them.

At the moment, they now understood Arcee panic, and why she didn't want them to get involved. On the contrary, Sonic wasn't like that. When someone was endangered, he would always come to help. Same with Jack, even though he doesn't have superpowers. Their partner, whether she would admit it or not, was no exception.

Sonic and Jack looked back to see Airachnid was still gaining on him, even though she was going at a leisure pace. This urged them to run faster.

"That's the spirit you two, play hard to get" Airachnid taunted.

...

Back with Cliffjumper, he continued driving until he finally got contact from Arcee.

"Arcee, where are you? I've lost track o-"

"Cliff! She's after them!" Arcee screamed, interrupting him. "Airachind's back! She's after them!"

"What?!" Cliff was shocked hearing this.

That was when Arcee was experiencing another nightmarish-memory.

She looked forward at the sharpened talon, optics lacking any emotion. The same claw that had ended Tailgate's life would end hers. The only emotional sign on Arcee's face was the stained tears and her slight trembling.

It was her fault, all her fault that Tailgate had perished, and now... she would soon join him. As Airachnid lifted her blade to Arcee, prepared to end her life, an explosion ripped through the door. Airachnid looked back and hissed before she flees from the torture chamber.

A yellow mech slid into the room and blasted away at the Vehicon troopers, off-lining them easily. Another mech, whose primary colour scheme was red, came into the room and approached Arcee. He cut off power to the cuffs causing her to fall to the ground, her legs still too weak to stand.

After killing the remaining troopers, the yellow mech came to Arcee's side. Both the yellow and red mech carried Arcee limped form in-between them.

"I couldn't save him! I couldn't save my partner!" She cried as they walked her out of the chamber.

When Arcee returned to reality, she vented miserably. It was her fault; all her fault.

"It's my fault, Cliff... I'm sorry..."

"Arcee, stop blaming yourself." Cliff calmly comforted her. "I don't blame you for what happen to my brother, but closing yourself from feeling-"

"Won't help anyone." Arcee finished his sentence. She let out a tear from her left optic. "I'm sorry. I never should've looked back. I should've kept..." Arcee paused as an idea popped in her processor. "Kept driving,"

With renewed determination, Arcee pushed harder against the webbing. When she finally put enough space between her and the cliff wall, she transformed into her vehicle mode and gunned it. Her back tires ripped up the ground as she pushed against the thick, sticky restraints.

"Arcee, I'm heading to your location right now!" Cliffjumper said.

"No!" Arcee objected. "Find Sonic and Jack before Airachnid does! I know you can handle it, Cliff. Trust yourself, and trust me."

Cliff smirked, "You got it, partner." The red dodge challenger then ended the transmission, turned around and drove a straight direction, making it his mission to find his two partners before the spider-bot does.

...

Sonic and Jack maintained their sprint, even though they were becoming tired. The sun had nearly set but the rays were being blocked by thick cloud cover, making it darker than it usually is. They then jumped over a fallen log and stopped to catch a breather. However, they knew Airachnid was still on his tail so they needed to find a hiding place. That was when Jack had an idea.

"Sonic, let's split up." He advised.

"WHAT?!" Sonic shockingly said. "You're crazy! No way I'm leaving a bro behind!"

"Sonic, I have an idea. Trust me."

Despite still thinking that it's a crazy idea, the blue hedgehog decided to give this a chance. "Okay, let's do it to it!" Sonic went to the other direction and jumped at one of the huge limbs of the tree. He was still able to jump over heights despite his powers going wacko.

As for the black-haired teenager, he knew that he needed to hide somewhere.

The only place he could find was the log he jumped over. Shaking his head, he ducked under the fallen log and waited. Only a couple minutes passed before he could hear her metal legs digging into the dirt, drawing even closer. Jack tried keeping still as quiet as possible, but his breathing was making this task difficult.

He felt her presence as two servos clamped onto the fallen log. Then a single, thin spider leg passed over the log. Then another, and then another. Jack inwardly sighed in relief, believing he was catching a lucky break. As four of Airachnid's legs passed over, she stopped, causing Jack to freeze.

Without warning, her head appeared in front of him upside down. "Hello Jack".

The teen couldn't help but let out a frightened yell. He crawled backwards until he jumped over the log he had been hiding behind and took off running. Airachnid slowly followed him and casually shot a blast of web at Jack, but the shot missed as he made a sharp turn right.

The Spider-Bot chuckled before deciding to give the blue hedgehog a fright. She started to climb up the same tree Sonic was hide. The blue hedgehog kept his mouth shut, trying to stay as quiet as possible. He saw the spider-bot climbing the tree on the other side, so he thought he was safe.

However, that was when Airachnid appear right in front of him. "Hi Sonic." That was when she hold his head with her claws and planted a big kiss on his face. She then let him go, while she smirked.

The Blue hedgehog was so freaking terrified and creeped out that he jumped down off the tree and landed on his feet. He then took off while wiping the purple lipstick off of his face.

"Eww, gross!" Sonic commented as he continued to wipe off his face. "I'd rather be chased by Amy than that creep!" he said to himself. At least when Amy Rose chases him, she either gets tired from it, or apologizes to him after she hits him with her hammer and feels bad about it.

The Spider-Bot chuckled as she jumped off the tree and continued her hunt. However, as Airachnid was pursing her fleeing prey, she was rather confused why Sonic wasn't fighting back with one of his transformations. She could only assume that whatever allowed him to change forms was currently not working. She also thought that maybe her poison was the cause of it as well. She mentally shrugged; it only made the hunt easier. But another part of her urged for the challenge of going against one of his forms.

"You and Jack are making this too easy, Sonic. And I don't like being bored." Airachnid commented. "Why don't you come out and play again? Please. Why don't you just transform and make things interesting?" she continued seductively.

As Sonic ran, he overheard her and replied to himself, "You're just lucky that I can't".

While Sonic was 'running', he tripped over something. That was when he came back to it and pick it up out of the dirt. Once he did, he was very shocked to see what it is.

"A power ring!" Sonic shouted in excited, but not too loud for Airachnid to hear. "Just what I need to turn the tables!" He used the Power Ring to not only purity himself from Airachnid's poison, but also got the dark energon from Knockout's energy shots the other night out of his system as well. However, before all of it went away, the negative chaos energy and a little bit of dark energon unknowingly created, or brought back something inside of the blue hedgehog.

While Airachnid was looking for Sonic, she finally found Jack, who was heading towards her ship. "Now, where did you scamper off to?" She asked in mock curiosity.

He hid behind one of the bent wings, holding his breath, not wanting Airachnid to catch it, when he felt that she was gone, he released his breath and ran through the open door as Airachnid walked across the top of her damaged ship.

"If you wanted a tour, Jack, all you had to do was ask," she said walking into her ship, "Did you spot the empty space? I hope you like it. It's where you'll soon hang your head."

But to her surprise, Jack wasn't inside the ship, he was in fact running along the outside of her ship and slowly slid down the miniature slope and heard a slosh. His show came into contact with something of blue liquid, the ship was dripping that all too familiar liquid substance.

"Energon."

The teen's eyes brightened when he spotted a branch conveniently lying next to him. He picked it up and struck his magnesium stick against his flint, causing sparks to rain across the branch.

From inside the ship, Airachnid paused and hissed gleefully as she heard the sounds of the flint. "Jack?"

Outside Jack continued to strike the flint, making sparks rain down over the stick. After a few tries, smoke billowed from the wooden branch. He picked it up and blew on it. With a boost of oxygen, a flame grew on the stick. Jack tossed the flaming stick into the thrusters, where most of the Energon happened to be leaking, and then took off running.

Airachnid, who was now on top of the ship, spotted Jack she let out a devious hiss; however, her attention was soon captured by a fire making its way into the Energon fuel tank. Her purple optics widened in shock as she yelled, "JACK!?"

The millisecond the flames reached the tank, it ignited! A massive fireball consumed the ship, tearing it apart like paper. The shockwave knocked Jack off his feet and careened him into the rim of the crater formed from when Airachnid's ship crash landed.

The teen turned around and walked back into the forest, heading back to Arcee's position. All of a sudden, something thick and sticky stuck to Jack's foot. He looked down to see familiar white webbing. He looked up, and to his horror, Airachnid was still lived albeit burnt and dented.

She fired another blast of web that slammed Jack into a tree behind him. The predatory femme jumped down from her position in the tree and approached the black-haired teen.

However, before she could do anything to him, they heard an engine revving, revealing to be Cliffjumper appearing from above a hill. He transformed as he jumped off the hill and punched Airachnid in the face, causing her to fly backwards.

"Cliffjumper!" Jack was very happy to see him. However, the Spider-Bot wasn't.

"You..." She glared at him after getting up.

Cliffjumper smirked. "Miss me, Spider-Woman?" That was when the red-horned autobot warrior started shooting at the spider-bot. Unfortunately, Airachnid dodged each and every one of them and shot her webs at his blasters so that they won't work for awhile. "Scrap..." Before he could even try to get the web off of his blasters, Airachnid shot more webs webs at him, sending him into another tree.

Airachnid finally got closer to her victims. She then scratched Clliffjumper's cheek with her claws. That was when the Blue Hedgehog attacked her.

"I think it's time you stop this!" Sonic said, getting angry at the spider. He tried to do a Homing-Attack against her, but Airachnid grabbed his throat once he tried to hit her head. She then slammed him into another tree before shooting webs out of her legs at the blue hedgehog's direction.

"I will personally enjoy ripping you, the human, and the red autobot apart, you little hedgehog. But not before I make Arcee watch, as she begs me to stop" she said, ending with as maniacal laugh. She then stabbed his arm, causing more pain to the blue hedgehog. "Any last words before I claim your precious head?" Airachnid inquired with a sadistic, gleeful smirk.

Sonic was now very pissed off. Everything Airachnid was doing to not only to himself, but to Jack and Cliffjumper as well. Especially Arcee! Everything was coming to him, including the flashbacks of Cosmo the Seedrian and Chris Thorndyke getting tortured by Black Narcisses. That was when he looked at the full moon, which awaken something inside him. He started to change, something Jack, Cliff, and Airachnid was watching.

"Just two... Get...BENT!" Upon a raging roar, a blinding dark light irradiate the forest, causing Airachnid to stumble back and shield her optics from the intensity Cliff and Jack closed their eyes/optics as well. Standing in the wake of the light was a dark-navy blue werewolf-like hedgehog with pure white eyes.

Airachnid's violent optics only widened from bear witnessing to Sonic's quick transformation. Her shock only grew as Sonic the Werehog easily ripped off her web bindings and leaped into the tree behind him. He let out some growls as he stood on a branch and looked down at the black spider femme.

"Let's see how you like being grabbed in the face!" The Werehog remarked as he lifted up his arm, stretched it and grabbed Airachnid's face. He was now swinging her around, throwing her into one of the trees. As soon as she got up, Sonic the Werehog swung toward her and delivered a folly of punch-kick combos. Airachnid yelled in frustration as she used her spider legs to swipe at the were-hog, but the black blur was quick to avoid each strike as he leaped into another tree.

The spider bot held out her servos and began firing energy blasts from her palms. The Werehog jumped from branch-to-branch, dodging each crimson blast in a blur. When he reached the top, he jumped over into the next one. Grabbing hold of a sturdy branch, the werehog aimed his arm at the femme and tried to grab her again.

Unexpectedly, Airachnid swiftly caught the stretched-arm in her left servo and pulled back, pulling Sonic out of the tree. Airachnid sent a haymaker into Sonic's face and sent him flying into the base of a tree with a loud thud. The Werehog grunted in pain from the impact. He looked up to see the spider bot approaching him, rage evident on her expression as she hissed.

'Never thought I'd be happy to have this back again' Sonic thought. 'looks like my Werehog form won't be enough, but I think I know that might work with this'

The black werehog got up on his feet, started recharging his power and let out some werewolf howls. "Time to go... UNLEASHED!"

Sonic the Werehog tapped into the Dark Energon he accidentally absorbed and his entire body becomes surrounded in a light blue energy aura. He then let out a howl, transforming into his Unleashed Mode form, also known as 'Nightfall Sonic'.

Jack and Cliffjumper were shocked to see Sonic like this. And they weren't the only ones.

Airachnid's optics widened as she steadily stepped back in slight intimidation of this creature. A dumbfounded expression on her face while doing so.

"W-what the?" She stuttered.

The femme instantly snapped out of her trance and held up her palm and fired another round of Energon blasts at the blue-aura werehog. To her shock, Nightfall Sonic jumped out of the way and up into the center of a tree. She redirected and fired there, but was met by the same result as Sonic avoided her attack.

Nightfall Sonic initiated an attack of his own as he leaped down to the black femme and delivered two nasty right hooks into her face plate with his upper and middle arms. Airachnid cried out a bit from the blows as she stumbled backwards. When she caught her balance, she sent a deadly glare towards the unleashed Werehog.

"You would dare strike a femme?" She demanded.

Nightfall Sonic grinned, showing off his sharp teeth. "You're one hell of an exception" he retorted.

The two stared at each other. Suddenly, Airachnid let out a blood-thirsty screech whilst Sonic the Werehog let out a powerful roar, and charged at one another. When they closed the distance, Airachnid sent a left hook into The Werehog's face while Sonic sent an uppercut into Airachnid's chin with his upper left arm.

A small shockwave was created as the two aliens careened back. As soon as they regained their bearings, they reengaged their battle. The Werehog leaped in front of Airachnid and sent punches into her stomach, chassis, and lastly face with all his fast and strong sprint attacks. The femme cried out from the blows. Sonic grabbed her sides with his right arm and delivered two punches with upper arms to her chest, sending her into a tree.

The tree nearly snapped in half from the impact. The predatory femme glared at Sonic with hate-filled, bloodlust optics. She screeched as she jumped at Sonic and swiped him across the face with her talons. The Werehog yelled in pain as he stumbled backwards, holding his face. She took this to her advantage as she punched the werewolf-hedgehog creature in the chest multiple times, picked him up with two of her front spider legs, and then threw him back.

Sonic the Werehog bounced off the ground a few times before he came to a stop. He groaned lightly in pain from the blows he received, especially the cut on the left side of his face. Fighting through the pain, Sonic picked himself off the ground.

That's when he let out a growl and started charging at the spider decepticon. "This is for Tailgate!" He shouted as he jumped and punched Airachnid in the face. "For Cliffjumper!" He did an uppercut next. "For Jack!" He then kicked her face and then he then stretched his left arm and grabbed her throat. "And this... This is for Arcee!" Sonic then proceed lift the Spider-bot up into the air and slam her into the ground. That was when something came out of the spider-bot.

Once he caught it, he was very shock to say the least. It was one of the chaos emeralds! A purple one, actually.

"Huh... Not so tough after all." He smirked, holding and spinning the purple chaos emerald. However, that was last straw for the Spider-Bot to take. She slowly got up, trying to fight the pain. She then walked up slowly. She was just about to lunge herself to the werewolf-hedgehog but was interrupted from the sounds of a motorcycle engine.

Out of nowhere, Arcee drove off a hill and transformed mid-air, and delivered a nasty haymaker into Airachnid's face. The black femme went hurdling backwards until she skidded across the ground. Arcee pursued her, and the second Airachnid got back up, Arcee delivered punch after punch and kick after kick. Airachnid was caught so off guard she had no time to initiate a defense.

After a few punches, Arcee lifted up her leg and sent a powerful kick into the spider bot's abdomen. The kick sent Airachnid careening backwards, trees collapsed as she went careening through them. As Arcee vented to cool her systems, Sonic the Werehog watched the spectacle with wide eyes.

"Wow, not bad!" He commented.

Arcee turned back, her optics widen slightly once she saw Sonic the Werehog. The blue femme was about to bring out her blaster until a purple aura appeared in front of him and transformed back into a normal blue hedgehog.

"Sonic?" She asked, still shocked.

"The one and only, 'Cee," He answered with a smile.

That was when Cliffjumper and Jack walked up towards them. While Sonic and Airachnid were fighting each other, they got out on their own and watched the battle from a safe distance.

"Jack, Cliff!" Sonic stated with a smile. "Glad you guys are okay."

The three boys then looked at the two-wheeler. "Are you okay?" Jack was the first to ask.

Arcee's brow lifted. "Am I okay? Shouldn't I be asking you guys that?"

"Survival kit, remember?"

"And don't forget about my powers."

Arcee smiled, happy that Cliffjumper, Sonic and Jack were okay. Suddenly, her attention was grabbed by the sound of drilling. She turned to see Airachnid spinning in place and drilling deep into the ground. The Autobot femme swiftly deployed her blasters and fired at her; unfortunately, each shot missed its target by mere inches.

Arcee, Cliff, Jack and Sonic rushed to the gaping hole that Airachnid had dug. "Airachnid!" She yelled.

Seeing that there was no way she could follow her, Arcee slumped her shoulders and sighed. "So much for closure," She noted.

"Now Airachnid is stuck here on Earth," Jack paused as he looked off to the ground. "I'm not so sure that's a good thing".

"I'm… sorry you guys had to face my demons today," Arcee admitted. "The three of you were pretty fearless..." She said with a smile.

Jack chuckled a bit before saying something. "Actually… I was pretty terrified," He confessed.

"Same" Sonic said. "Mostly for you though".

"Yeah, we're just happy that you're okay, Arcee." Cliffjumper said.

Arcee's smile became warmer as her spark-rate increased from the touching confessions. The blue Autobot didn't quite know why she her body was acting this way, but something about Cliffjumper's confession made her feel warm and fuzzy inside. She shook the feeling off as she activated her com-link.

"Ratchet, we need a bridge".

As Arcee commed the base, Jack saw a lone mosquito try to land on his hand. The second it did, he immediately slapped it. Sonic laughed seeing this.

"Need to get my partner away from any oversized insects" Arcee commented with teasing smile.

"And do it fast." Cliffjumper joined in.

Hearing that later part, Ben and Sonic looked back at them with a confident smile. "Partners, huh?"

"Junior partners," she corrected. "I can still pull rank".


*BlueJacket242 speaking*

Very, very, very sorry for the long, long wait. There was lot happening where I am. However, if you guys checked my other stories, you would've read that this story would be on post for now due to real-life issues, doing other stories and helping other people with their stories inside or outside of Fanfiction. I know everyone is liking this story, and I appreciate that, but please don't rush me. That was one of the reasons why I'd stopped writing this story. That and I was busy with real-life issues. There is also another one that I'm about to point out at the third line.

For those that were amazed with Airachnid's new powers like 'The Black Shield', that was because of the purple chaos emerald she was holding. Now that Sonic has it, she doesn't have it anymore.

For those reading this story at Wattpad, I need to point this out. I understand that there are those who like Sonamy. There are other people who like SonCee. I don't judge either of them. I mean, Amy has improved throughout the years, and she doesn't hit Sonic with her hammer anymore when she gets rejected and Arcee does look amazing. However, people don't like Sonamy due to age difference (Sonic being 15 and Amy Rose being 12), and yet, Arcee is WAY TOO TALL for Sonic as well. Seriously, she's a freaking transformer and Sonic's a hedgehog. Also, in my opinion, it would be weird to see Sonic date a robot like a certain fox did before.

*Tails comes in* HEY! That's not true!

*looks at Tails* Tell that to Auto-Fiona! *looks back to the readers, writers and auditions* Sorry. Anyway, hope y'all enjoyed this very long chapter! Check the story out on Wattpad as well.

Read, review, comment and God Bless us all!