Author's Note: Well well well, I finally got up off my butt (wow, a whole week!) and started working on the next chapter. For the record, this is gonna have more humor than usual, and you'll see why. Enjoy!

That day started like any other day to us Autobots. But we came to realize that we were about to face one of the greatest foes we've ever encountered in Transformer history... Nemesis Prime. That's one day I'll never forget, and if Optimus were still around, I bet he'd agree.

                                                                                        Rodimus Prime

Chapter 7: Project Psycho Mantis – Part 1

                        Tarantulas looked down at the consol before him with a grimace. He always preferred his own methods when it came to warping, but Unicron insisted that his way was faster. The arachnid sighed, and stepped into the transporter, and typed in several keys. Suddenly, a rush overcame him, and he suddenly found himself stretching into view in front of the Autobot base. Tarantulas looked around for a brief moment, and suddenly rushed over to the side, out of view.

                        His mission was simple – infiltrate the Autobot base, gather as much physical and mental data on Optimus Prime as possible, and get out. After recapping his job in his mind, Tarantulas peeked around the corner. Good, no one there. He popped out from his cover, and darted for the entrance. The only sounds being made was his hurried footsteps on the dry ground. He silently entered the cave, and quickly came upon the large door to the enemy base. The silver and black arachnid looked around, and audibly cursed.

"Slag! No way to get in the main door." He began looking around. "There must be some other way to get inside..."

                          Tarantulas looked everywhere. Above him, below him, beside him, but there wasn't another entrance. He was just about to turn around and look elsewhere, when something caught his optic. He looked up at the upper right corner of the main door, and found a small ventilation shaft. He grinned. "Ah hah." Walking over to it, the arachnid looked up. Too high to reach by jumping, so climbing is the only option.

                            He took his left hand, and with all three fingers, he dug his claws deep into the rocky wall. He raised his right hand, and dug it into the wall, higher than his left. Repeating the process, Tarantulas soon found himself crawling into the vent. Slowly and silently, the arachnid shifted his body, slowly crawling through the narrow path. He crawled for what seemed like hours, with absolutely no way of knowing where he was. But suddenly, he encountered something he never did before.

                        A rat. The small creature squeaked at Tarantulas, and began sniffing his arm. Before he knew it, the rat was gnawing on his metallic arm. Tarantulas growled slightly at the rat, and it looked up at him in confusion. The arachnid hissed loudly, and in return, the rat squeaked somewhat loudly, and ran off. Tarantulas shook his head.

"Stupid mammals." He muttered as he continued to creep through the vent.

                        Red Alert pulled out a tool from his assorted pile of utensils. Hunching over his work table, his tool began sparking at what he was working on.

"How's that OP project coming, Red?" Smokescreen asked from his position at the doorway. Red Alert jumped slightly at the sudden sound, but turned around, grinning proudly.

"It's almost done. I just need to make a few minor adjustments to OP-3, and they'll be ready for a test."

"That's great!" Smokescreen said, smiling. "I cant wait to see these things in action."

"Me neither, they're sure to help us out a lot."

                         Tarantulas silently sighed. He was listening into the conversation between Red Alert and Smokescreen. They continued to drone on and on about these 'OP drones', and it almost made the arachnid slam his head down in frustration. Footsteps occurred, and Tarantulas looked down through the opening. Great! The two Autobots left! The arachnid slid his fingers between the openings, and pulled off the panel of the vent. Setting it aside, Tarantulas inaudibly slid out of the maze of vents, and landed on his feet in Red Alert's lab.

                        He looked around, might as well find out what they're capable of. Walking over to the work table, Tarantulas eyed the OP-3 drone. It was mostly yellow, with four treads for wheels. It had a rather large drill on the front of it, as well. He cringed. Being hit with that thing could ruin a bot's day. Moving on, Tarantulas looked at other knickknacks Red Alert had assorted throughout the room.

Picking up a small device, Tarantulas examined it, before grinning. "A size alternator. Primus only knows why Red Alert made one, but this could be handy!"

                         Attaching it to his right thigh, the arachnid pressed several buttons, and suddenly started shrinking. The world around him started growing to an absurdly large size, and as quickly as it began, it stopped. Tarantulas reverted to beast mode, a robotic, silver and black tarantula, and chuckled.

"Now I can walk through the base unnoticed! This will make my mission so much eas-"

                        His sentence was cut off as a large, blue foot stepped on him. Red Alert looked around. He could've sworn he heard a crunching sound. The Autobot looked around, and spotted a twitching leg sticking out from under his foot. Lifting up the said limb, Red Alert found the flattened form of Tarantulas attached to his foot, occasionally twitching.

"Bugs around here are just getting more and more nasty." The medic commented as he peeled Tarantulas off of his foot, and tossed him out into the hallway.

                        Tarantulas slammed against the wall, and audibly grunted as he made contact with it. His entire world was spinning, and as he slid down the wall, the arachnid muttered one word:

"Ow."

                        Quickly pulling himself together, Tarantulas, still shrunken and in beast mode, scurried over to the nearest open door, which was the storage room. Running behind some stacked, empty boxes, he disengaged the size alternator, and re-grew to his normal size in seconds. Almost ripping the device off of his leg, Tarantulas glared at it.

"This wretched thing almost got me killed! To hell with it!" The arachnid swore out loud, and slammed the device on the ground. Unfortunately, Red Alert heard it from his laboratory.

"What was that?" The medic asked to no one. Setting down his tools, he walked out of his lab, and headed for the storage room.

                         Tarantulas panicked. He couldn't run out of the room without being spotted, and there weren't exactly a lot of dark places for him to crawl into. The footsteps grew louder, and the arachnid looked over, only to find Red Alert walk into the room.

                         The Autobot walked into the room, and took a good look around. Nothing. Nothing at all.

"Hm..." Was all Red Alert said. He began to walk out of the room, but something caught his eye. The medic bent down, and picked up his stolen device.

"What's my size alternator doing out here?" He asked to himself. Shrugging it off, Red Alert headed back to his lab, and closed the door behind himself. When he was sure it was safe, Tarantulas breathed a sigh of relief, and removed the box he was hiding in. Walking up to the exit, and peeking around, Tarantulas silently sprinted in what he hoped was the right direction.

                         Rodimus sat on the edge of his recharging bed. He was given one of the few guest quarters since his arrival was unexpected, to say the least.

"Ok, Rodimus," He said to himself. "let's recap. First, I was fighting Scorponok, I thought I wouldn't make it, so I tried using the Matrix. Next thing I know, I'm sent into the past, and surrounded by all my dead comrades." He scratched his chin. "Hmm... This could be my chance to help out the remaining Autobots! Yeah!" Rodimus came to a conclusion at that point.

"Alright, I know what bad things are going to happen, and now I can prevent them!" He grinned proudly, but then frowned. "Lets see... Starscream and Tidal Wave just attacked, so that means..." Realization hit. "Nemesis Prime... He's almost here." Rodimus stood up. "I have to tell Optimus not to leave the base!" He ran out of his quarters, heading for where he hoped Optimus was.

                        Tarantulas thought. He was up on the ceiling in the main hall, much like the spider he is. He listened in to Rodimus talking to himself, and was quite pleased, and surprised, with what he learned.

"Nemesis Prime..." Tarantulas thought out loud, while tapping his chin. "I like the sound of that."

                        He released himself from the ceiling, and landed on his angular feet. Looking around, Tarantulas pulled out his weapon. It looked like a standard blaster, but it seemingly had a round saw where the barrel should be. With his free hand, he took out a small container full of a green liquid, and inserted it into his gun. He cackled.

"I love making bio-weapons!" He exclaimed, while grinning.

                         Silently stalking through the halls, Tarantulas looked for where Optimus would be. He sneaked pasted a hall, but turned back, and looked at what it said.

"Hmm... 'Crew's Quarters', huh?" He softly chuckled. "This is as good a place as any." The arachnid said, while creeping into the hallway.

                         He walked past several doors, each one for its respective Autobot. The hallway was rather short, as there weren't that many Autobots in the base. But eventually, Tarantulas reached the end of the hallway, and found, on the last door, Optimus Prime's quarters. The arachnid walked up to the door, expecting it to slide open, but it didn't. Tarantulas almost swore, but then remembered the weapon in his hand. He grinned, and silently brought his weapon up to the door's surface.

                          Softly squeezing the trigger, a thick, acid-like liquid oozed out from the circular blade. Tarantulas moved the gun all across Prime's door, spreading the substance. Soon, after the gun was lifted, smoke began to emanate, and the liquid ate through the door. The arachnid waited for what seemed like minutes, but was only seconds. He also made sure to keep an eye out for any Autobots. Finally, a passage big enough came through the door, and Tarantulas stepped into Prime's quarters. He grinned, as he saw the slumbering form of the Autobot leader before him.

"Excellent." Tarantulas whispered. He tiptoed over to the still Autobot, and adjusted his weapon.

                        He then brought the weapon over his enemy, and pointed it down at him. A green beam came down to right above Optimus' head, and it stretched to the width of his shoulders. The light then moved down the Autobot's body slowly, capturing every little detail on him.

"Almost done..." Tarantulas muttered. He peeked around his shoulder, and found no Autobot's walking by. Good.

                        He turned back to Optimus, and watched as his scan neared completion. However, the instant the light passed the Autobot's optics, his optics snapped open. Tarantulas gasped as Optimus turned to face him, and the arachnid quickly turned off the scanner, darting out of Optimus' door. The Autobot commander shot up off of his recharging bed, and ran out of his room, chasing after his enemy. However, when he got out of his room, Tarantulas was already in the distance, quickly increasing the gap between the two. Optimus looked to the wall by his door, and found the alarm, hidden behind a protective sheet of glass. The Autobot slammed his fist through the glass, and onto the button. In an instant, red alarms were going off, and sirens were blazing. When Optimus looked back up, Tarantulas was nowhere to be seen.

                         The arachnid darted through the halls as quickly as he could. Left, right, right left, straight, left, left, this base was like a maze! He ran around a corner, and stopped dead in his tracks. There before him, was Blurr and Hot Shot, weapons aimed at him. Tarantulas remained still for a moment.

"Slag..." Was all he could say. He slowly raised his hands into the air, as the two Autobots advanced on him. "Alright Autobots," Tarantulas began, while still raising his hands. "I surrend-" He never finished his sentence, as he quickly turned around, and ran down another hallway.

                           He ran as fast as he could, while loading his weapon with a new chemical mix. Arming it, Tarantulas looked up ahead, and ran down the hallway to the left. There, he found the hulking form of Scavenger, with his arms spread out.

"No where to go, spider!" The Autobot said, while taking a step forward.

"That's what you think!" Tarantulas replied, while running towards him faster.

                             The arachnid suddenly leaped towards his left, and onto the wall. Attaching himself to it, Tarantulas then hopped over to the wall parallel to the one he was on. He then leaped upwards, and stuck himself to the ceiling. Scavenger looked up to where Tarantulas had landed, only to find the spider front flipping behind him. Growling, Scavenger turned around, only to find a dart stick itself into his chest. He yelled out, as the effects from Tarantulas' poison almost immediately took effect, and fell over, twitching.

                        Leaving the injured Autobot where he was, Tarantulas continued to speed through the halls. He soon came up to a fork in the halls, and looked from left to right several times. He gulped, and headed for the left, hoping it was the right way out. Audibly swearing, Tarantulas found himself face-to-face with a whole armada of Mini-Cons, weapons aimed at him. Many clicking sounds occurred, and countless blasts all flew towards the arachnid. After several moments, and all the smoke was cleared, Tarantulas, covered in burn marks and missing several of his severed spider legs, continued his escape.

                        Minutes passed, and the alarms continued to blaze. Tarantulas continued to dart through the base, with fading hope that he'll escape. But his hope was renewed as he ran into the warp gate. He grinned, and breathed a sigh of relief, while rushing up to the consol.  Typing furiously at it, and looking over, he grinned as he saw Unicron's main chamber come up into view.

"I cant let you pass." A voice said. Tarantulas snapped around, as he saw a pair of blue optics staring at him from the shadows.

"Who's going to stop me?" The arachnid replied. The unknown figure stepped out, revealing the Autobot from the future.

"Me." Replied Rodimus. "I cant let you create that monster." Tarantulas only chuckled, and turned to face him.

"So you really are from the future. Well that doesn't matter to me, I'm going to create Nemesis Prime and you cant stop me!"

"I can, and I will!" Rodimus exclaimed, while running towards Tarantulas.

                      Tarantulas frowned, and also rushed towards the future Prime. Rodimus pulled back his fist, and thrust it towards the arachnid, only to have it caught in his hand. Tarantulas countered, with the same move, but Rodimus caught his fist as well. The two growled at each other, but Rodimus grinned slightly as he started to overpower Tarantulas.

"You're weak, arachnid!" The Autobot stated. Tarantulas hissed.

"Maybe, but I make up for it with plenty of brain!" He snapped, while rearing back his head.

                         He then slammed it into Rodimus' forehead, causing the Autobot to release his grip on Tarantulas, and stumble dizzily backwards. The arachnid grinned, and thrust his foot up between the Autobot's legs, earning a high-pitched cry in return. He then curled his hand into a fist, and slammed it into Rodimus' mouth. He then jumped into the air, twisted around, and kicked the side of the Autobot's head, throwing him off to the side.

"Stupid Autobot." Was all Tarantulas said, while walking back to the still-active warp gate. He put his weapon into subspace, and pulled out a C4 bomb. Sticking it to the side of the consol, the arachnid pressed a button, and quickly walked back to the warp gate.

"That should keep them grounded for quite some time." He said, while walking through the warp gate, and stretching out of view.

                        Rodimus weakly looked up. That spider fights dirty! Very shakily and slowly climbing to his feet, the future Autobot moved his jaw around, and spat out a loose tooth. He sighed, and limped over to the exit, not knowing about the bomb that was placed there. The instant the door closed behind him, a muffled explosion occurred. He looked up, and went back into the warp room. The door slid open, and what he saw was suprising. Smoke lied throughout the whole room, bits and pieces of the wall were littering the floor, and loose wires jumped around, occasionally sparking.

"Well... that's just Prime." Replied Rodimus.

Unknown, Unknown

                        Tarantulas wasted no time, and kneeled before the hologram of Unicron the instant he landed.

"Welcome back, Tarantulas." Unicron replied. "Your mission was a success?"

"Partially... Optimus Prime awakened before I could replicate his mind." Tarantulas hesitantly spoke. He braced himself, expecting punishment.

"At ease." Unicron said. "I had no intention of replicating and altering Prime's mind. I have... my own plans for that. Just bring me an exact duplicate of his body, and I will do the rest."

Tarantulas nodded. "Yes, Master Unicron." He bowed his head, and stood up, walking out of the chamber.

                        Heading back to his lab, Tarantulas walked over to his computer. Pulling out his weapon from subspace, he flipped open a panel on its side, revealing several ports. He then pulled some wires out from an attachment to the computer, and inserted them into the ports on his weapon. A bar on the main screen, labeled 'Downloading' quickly filled up, and digital blue prints of Optimus came up on the screen. Tarantulas then started typing into the keys. The screen duplicated the blueprint's main body, and zoomed in on it as information flooded the side of the screen. Tarantulas grinned as the computer began the construction.

                        Hours passed, and Tarantulas watched as the left leg was attached to the main body, then the right. Then the arms, and finally, his head was attached to the body. The arachnid grinned. It may have taken a long time, but the body of Nemesis Prime was complete!

                        The majority of the body was jet black. His legs were the same shade, and outlined with teal. His thighs were a golden tan, and his chest was silver, with the grill also golden tan. His shoulders had the same jet black, with red markings on it, while his forearms had a teal stripe, and golden tan gauntlets. His head was also jet black, with the crest at the top teal, and crimson red optics decorating his face.

                        Tarantulas grabbed a small remote control, and flipped it on. Nemesis' optics activated the same instant, and the arachnid grinned. It beats lifting and carrying the body any day! He moved his pointy thumb forwards on the sensor, and the Optimus clone stepped forward. He then proceeded to guide it out of his lab, through the halls, and all the way to Unicron's main chamber.

"I return, Master, with the clone of Optimus Prime, as you requested." Tarantulas said, while kneeling down.

"Excellent job, Tarantulas." Unicron replied. The hologram turned slightly to face Nemesis Prime's lifeless form.

                      The God of Chaos stared at the body, as his optics began to glow an ominous red. The body remained still, but began to gain a light aurora, the same shade of Unicron's optics. The glow around Nemesis began throbbing, as the clone's optics started to shine. Suddenly, his hand twitched, as if coming to life, and a bright light began to emit from behind the grill on his chest. It moved slightly, and lowered itself on the hinge attached to the bottom. There, glowing brightly, and shining light everywhere around it, was a blood red, pulsating spark.

                       Nemesis' chest closed, and his head snapped back. His optics glowed even brighter, and his body began to slowly hover above the ground, with his feet dangling below. Suddenly, he was twitching uncontrollably all over, and a strange sound occurred, as if a whole crowd was speaking hushed whispers. Nemesis' twitching turned into heavy shuddering, as the whisper-like sounds grew louder. All of a sudden, the twitching, and the odd sound stopped. All that remained was Nemesis Prime's electronic-like scream, and a flash.

                      When it ended, Nemesis was back on his feet, looking down at the ground. Tarantulas silently walked over to him, still holding onto his remote control.

"Did it work?" He asked The Dark God. Unicron remained silent, and watched his newest addition.

                        The arachnid gasped, and looked down at his hand. He felt movement there, but all that was in his hand was Nemesis Prime's remote control. He lifted up his hand, opened it, and gasped as he saw his remote being crushed in his hand. It was as if an invisible hand was destroying it in its grasp. Tarantulas quickly lowered his hand back to his side, expecting the compacted device to fall to the ground. Surprisingly, the remote stayed hovering in the air, still being crushed smaller and smaller. It then dropped to the ground, and it loudly hit the floor, with the sound echoing throughout the room.

"You have no more use for that." Nemesis Prime said, with his back still turned to Tarantulas. Unicron chuckled darkly, and the Optimus clone turned around, red optics blazing.

"Optimus Prime is next."

Author's Note: Woo! I got another chapter done!

20th Anniversary Optimus Prime: I must admit, it wasn't as bad as I thought it was going to be.

Crab: *mutters*... Well, here's today's three outtakes! Enjoy!

(The scene is when Tarantulas is crawling through the vents, and encounters the rat)

Tarantulas: *looks down at the rat*

Rat:
*gnaws on his arm*

Tarantulas:
*growls at it*

Rat:
*looks up at him, confused*

Tarantulas:
*hisses at it*

Rat:
*roars like a lion, grows huge teeth, and swallows Tarantulas whole*

Crab:
O____o;;; Cut!

*the rat is in the shape of Tarantulas*


Tarantulas:
*muffled* HELP ME!!!

*tape cuts off*

(The next scene is when Tarantulas confronts Scavenger)

Tarantulas: *leaps onto the wall, then the other wall, to the ceiling above Scavenger, and lands behind him*

Scavenger: *turns around to face him*

Tarantulas:
BWAA!!! *pulls out a can of Silly String and sprays it all over Scavenger* AHAHAHAHAHAHAHA!!!

Crab:
......

Scavenger
: ....

Optimus:
*crashes through the ceiling, wearing a Superman suit, molded to his body* FEAR NOT, LOIS LANE! I WILL-... *looks around*... This isn't the Superman auditions?

Crab:
_;; Cut!

Optimus: *flies through the hole in the ceiling he made* WHOOSH!!

*tape cuts off*

(The final scene is when Nemesis Prime first speaks)

Nemesis Prime: *turns around, with his optics glowing* She sells sea shells by the sea shore!

Tarantulas and Unicron: *sweatdrop*

Crab:
Cut!

*Take two*

Nemesis Prime:
*turns around, with his optics glowing* How much wood could a woodchuck chuck if a woodchuck could chuck wood?

Tarantulas: What is it with him and tongue twisters?

Crab:
Nemesis! No more tongue twisters! Got it?!

Nemesis:
Got it

*take three*

Nemesis:
*turns around* I've got bad news

Tarantulas:
....

Nemesis:
The bad news is, your remote is destroyed. However, I do have good news.... I just saved a bunch of money by on my car insurance by switching to Geico!

Crab: ARG!!!

*tape cuts off*

Crab: Well, there ya go! Three new outtakes for ya! Hope ya liked 'em!

20th Anniversary Optimus Prime: Blah blah blah, now you're gonna ask 'em to review?

Crab: ... Well I try not to make a habit of it

20th Anniversary Optimus Prime: Look, if you want more reviews, then threaten them. Threaten not up update if you don't get a lot of reviews

Crab: Ok... Umm... *turns to the reader* Umm... Review, or I wont update...? *turns to Prime* How was that?

20th Anniversary Optimus Prime: *being very sarcastic* Wow, such an improvement, my work is obviously done here. But just for the heck of it, let's try again!