Disclaimer:Transformers belongs to Hasbro, Takara, etc . The only thing in this that belongs to me is Arcee's sister.

A mysterious object was flying through the solar system and as it passed by the planets it crashed towards Earth and landed somewhere in a forest of a remote part of the northern United states.


Nearby Arcee and Jack was walking in the forest, searching for Energon when a mosquito flew by, bothering Jack, "Ah! Really wish I'd packed some insect repellent," Jack said trying to squish the mosquito, "The mosquitoes out here on this routine recon are the size of Vampire bats. And they drink just about as much blood." A mosquito lands on his forearm, as he was about to kill it, the insect flew away.

"Quite the outdoorsman, aren't you, Jack?" She asked him.

"You wouldn't be making fun of my survival kit," he said.

"Maybe," she said.

"I may not have stinger-proof metal skin, 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.

"You have your tools. I have mine," she said, talking about her scanner, which suddenly started beeping, "That's odd. Ratchet's satellite scans were accurate. But subterranean energon deposits don't cause this kind of surge."

She began walking through the forest at a faster pace, Jack followed her and stopped when they neared a clearing that looked to be man made, Arcee's scanned began to beep faster, they looked up and saw the clearing.

Trees were destroyed. All that remained of them were snapped branches and broken trunks. Leaves and rocks lay on the ground surrounding the debris. One huge drag mark was visible in the dirt, mud and rock composed forest floor. Making it an almost ditch in the middle of the forest surrounding the tall mountains. The skid marks of a crashed ship, it appeared.

"What happened here?" Jack Asked his guardian.

"Crash landing," she said "Stay behind me, low and close." She began walking at faster pace, Jack did the same.

As they got closer to the crash sit, Arcee hid behind multiple trees, in case the ship was of Decepticon origin and was containing Decepticons, Jack next to her as they saw the crashed ship.

"Autobot or Decepticon?" Jack asked her.

"Can't tell. Wait here," she said, activating her blaster, and began to scout out the ship, before approaching the side of the ship, noticed a dent in the ship and took cover behind it. She then charged at the open cargo door and stood there with her blaster charged. She didn't see anything, she walked in stealthily, it was very dark.

Jack saw Arcee come out of the ship a few seconds later, horrified , he was worried "Arcee?" He called, as he saw her leaning against a structure.

Arcee looked forwards with fear and grief as she remembers something horrific that happened to her a long time ago as she remembers being captured and tortured by a black and purple female Decepticon with fangs , the Decepticon's main body was hovering in mid-air as six spider legs attached to her back carried her. And with one swipe of one of the Decepticon's claws, energon spilled over the memory, making it worse.

She shook her head, getting the memory out of her head. Jack approached her, "Arcee, what's wrong?"

"I know who this ship belongs to," she said, closing her optics for a second in a voice that sounded monotone, she puts one of her fingers on her head, activating her commlink, "Arcee to base. I need a Ground Bridge asap."

"W-Wait. Why?" Jack asked her. "Whose ship is this?"

She turned around and paced, trying to contact their base, "Base, do you read?" She only got static, "Scrap. Com link's dead. The ship's got to be transmitting a high-frequency scrambler pulse."

Jack followed her, "A-Arcee? You're kind of freaking me out here."

Wait here," she said before walking forward, to examine the skid marks on the trees that lead them to the ship. She examines them closer as she bent down before looking up at the forest ahead. Her optics widen as she remembers waking up in a room with bonds attached to her arms. Electrical cuffs held her body high in the air and a sticky web substance held her feet together. Whoever had captured her made sure she didn't put up a fight, stating that they have evaluated her skills over time and only had to wait for just the right moment to capture her.

The Decepticon approached her captive with her acid claw raised. Her dark purple optics filled with malicious intent while Arcee's optics were filled with pure fear as she screamed in agony.

"Jack?" Jack said as he touched her snapping her out of the memory.

"She immediately transformed into her alternate mode with her engine on, "Climb on," she said and 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.

"Look, I've seen danger before," Jack said "what's the-"

"Wait here," Arcee interrupted, "I mean it this time."

"Okay, first you shut me out. And now you're ditching me?" He scoffed as she transformed, "I thought I was your partner."

"No, Jack, you're a kid. You're only here because this was supposed to be no-risk. Got it?" She explained before transforming and speeding away, jumping back over the canyon.

Jack walked over to the edge of the steep canyon and looked down before starting to climb down.


The femme soon stopped and transformed, walked forward as she activated her blasters and began to point her blaster in random directions. She heard a hissing sound, turned around and saw that a tree was nearly burnt to a crisp and saw green acid near the edges, the acid was very familiar to her as she began to have another flashback.


Cybertron, a few centuries ago, Arcee was in the middle of a firefight as she ran through arches of the planet. "Arcee to delta team. Requesting rendezvous coordinates. Do you copy?" She spoke into her commlink.

"Arcee, lost again? Unlike your sister whose sense of direction is perfect, yours could use improvement," a voice said to her over the commlink.

"So should your aim, Tailgate," she told him evading blaster fire, "If you'd tagged that sniper back at the artillery depot, I wouldn't have had to break rank and engage the enemy hand-to-hand."

"From the sound of things, I'm guessing you came out ahead," Tailgate asked her through the commlink.

"Try waiting up for me, this time, and I'll give you the blow-by-blow. What's your position?"

"About half a click from the depot, due north. Think you can find it partner?" He asked her through the commlink.

She touches her commlink, "Trust me, Tailgate, like Chromette, my navigation abilities are-" she said but before she could finish her sentence, as she was pinned to a wall by a sticky web-like structure and tried to get three as a Decepticon with six legs approached her and shot another piece of sticky web at her face, blocking her vision and went unconscious.

When she woke up she didn't know where she was but all she knew she was in an abandoned warehouse and struggled to get free from the bonds that was attached to her arms and the web-like substance that covered her legs.

The six legged Decepticon walked around her from behind, "Piece of advice, make yourself comfortable. You're going to be here awhile." The Decepticon scratched her on her right cheeks with acid on her claws.


In another part of the forest, the six legged cybertronian was walking and saw a tent, with her eyes she saw a human male reading a book inside the 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 growled at her before pouncing at her, tackling the six-legged cybertronian to the ground. She was about to punch her when Airachnid grabbed her with her spider legs and flung her towards the wall.

Airachnid sat up, clutching her throat where Arcee just held her to the ground moments before. Arcee activated her blasters and started firing her blasters at the black and purple femme, who leapt between two trees and shot a sticky web at her, the web landed on her blasters, she struggled to free her arms. She used the connection between her and Airachnid through the web to throw Airachnid to the ground.

Arcee continues to struggle getting free from the web and bent down moving the web towards one of the blades on her knees and slashed through it. She began firing at Airachnid, who this time fired back at her with her weaponized hands.

Arcee avoided each shot from Airachnid before jumping up and grabbed a branch swinging around before jumping to another tree which she stood on before jumping towards Airachnid, pinning her nemesis to the ground and reactivated her blasters and held them to her head.

Suddenly a sound disturbed her as she heard rocks falling, both femmes looked up and saw Jack approaching. Taking her chance, Airachnid used one of her spider hands to push Arcee off of her.

Arcee stumbles backwards as Airachnid shot More of the sticky web substance, pinning her to the wall. She immediately began struggling but the web was too strong.

"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 shot Airachnid in the chest, and was knocked back, falling unconscious.

"I told you to wait for me!" She yelled at him.

"Well, partners don't ditch partners," he said, before tugging at a particular piece of web only to have it stretch in his hand.

"Get this through your head, you're not my partner, she said. "You're a liability."

"I don't believe you, he said with denial, "I can see it in your eyes. "You're afraid, Arcee, and you're never afraid."


Back on Cybertron, a few centuries ago, Arcee was still captured by Airachnid, "You know for an Autobot, your resilience is quite impressive. In fact, I'm guessing that no matter what I do to you, you'll never crack. Am I right?" Arcee glared at the Decepticon, "that's what I thought."

A door to the room opened, two Vehicons came in dragging an Autobot that was white and had the same body type as Cliffjumper. He was beaten up bad and barely recognizable and yet Arcee still recognized who he was.

"Tailgate?" She said with fear.

Tailgate groaned as the Vehicons dragged him to a spot well within Arcee's peripheral vision. They placed the cuffs on Tailgate's wrist as the electricity sought for the metal. Tailgate groaned in even more pain as he was levitated by the electricity creating a link between Tailgate's cuffs and the roof.

"What have you done to him?'' Arcee demanded with anger.

"Not much...yet," Airachnid said "Just tell me what I want to know, or… Well you're a smart 'bot. I think you can imagine what happens to Tailgate next."

"I don't know the attack coordinates," Arcee said, Airachnid walks away from her, not believing her, "I swear upon the Allspark it's the truth!"

"We shall see," Airachnid said,chuckling as she walks over to the barely functioning Autobot.

"No… Please!" Arcee begged desperately as Airachnid deployed her other three claws, she raised one of the claws and struck him in his spark chamber, killing him, "Tailgate!"


"You're right, Jack," Arcee said, "I am afraid... of losing you." As she said that he stopped tugging at the web.

Airachnid was now awake and approached them with her spider legs, "You sure have trouble hanging onto your partners, don't you? We both know what appears to Tailgate And what could have happened to your Twin, Chromette. But I recently picked up some Decepticon radio chatter regarding the passing of Cliffjumper," Airachnid tormented, causing Arcee to breathe heavily. "At some point you really have to ask yourself, Arcee, 'is it them or is it me?'"

"Do you get it now, Jack? She's not interested in me," Arcee told the human, "She hunts indigenous species, and she's on Earth. That means humans. You! Run!"

Airachnid shot another web at Arcee as Jack began to run away, she laughed at the Autobot "And that's why I now prefer to work alone." She struck her claw at the wall above Arcee, "It's so sad when bad things happen to those close to you. But don't get me wrong, I fully intend to snuff out your spark. And, believe me, I will make it hurt. But that won't compare to the pain you'll feel knowing that I'm adding your human to my collection."

"Jack!" Arcee shouted, with fear, as Airachnid started to chase him.


Jack was running and panting through the forest as Airachnid chased him, he looked back with the corner of his eye and saw her climbing up the hill.

"That's the spirit, Jack." She said, "Play hard to get."


Back with Arcee, she was struggling against the web, when she screamed as she started to have yet another flashback.


Back on Cybertron, a few centuries ago, Arcee just witnessed Airachnid kill her partner, and Airachnid was about to kill her with her claw, when suddenly the door burst open.

Airachnid growled in frustration and made her escape while she still had the chance. Bumblebee ran into the room activating his blasters, Cliffjumper and Chromette followed, while Bumblebee was shooting the Vehicons, while Cliffjumper and Chromette worked to free Arcee.

"It's alright sis," we're here to get you out," Chromette said,knowing that she just lost someone through their split Spark. Bumblebee approached Arcee and the three of them helped her up as they were getting her out of there.

"I couldn't save him. I couldn't save my partner," she sobbed hysterically.

"It'll be alright sis," Chromette said, you'll get through the loss of Tailgate."


"Jack, I'm sorry," Arcee said as she snapped out of her flashback, "I never should have looked back. I should have…" she thought of a plan "kept driving." She began pushing against the wall trying to distance herself from the wall before transforming so she could stretch the web by accelerating.


Back with Jack, he was panting as he continued to run away from Airachnid and jumps over a fallen tree and landed on all four. He then heard a wolf howl in the distance and looked around, he got up and hid under the fallen tree.

Airachnid was nearby and approaches the fallen tree looking for jack, she walked over the fallen tree, Jack held his breath, hoping that she doesn't spot him when suddenly she spots him and had her head looking at him upside down, "Hello, Jack."

He screamed, climbed over the fallen tree and began running away, she hissed and tried to trap him in a web by shooting web from her hand but it hit a tree instead.


Arcee continue to accelerate in her alternate mode, trying to get free from the web, when suddenly the web starts to detach from the wall, grunts before finally getting free from the web. She went to drive away, and find Jack and she drove up the hill.


Jack between trees as Airachnid continues to chase him, he stopped as he reached a cliff of the canyon and began to climb down the cliff while Airachnid continues to chase him.

He climbed upon the other side of the canyon, he stated to run again, as he ran away, she leaped over the canyon with her spider legs.

Eventually he found himself deep in the woods, hid behind a tree, reached to the bag on his pants and took his multi-functional pocket knife out and pulled out all of the blades, he saw that they were all useless against Airachnid, "Oh, who am I kidding?" He began to run again.

"You're making this too easy, Jack," she said "And I do not enjoy being bored." She noticed that he was heading toward her ship. "Now, where did you scamper off to?"

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 shop, "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," he said as he thought of a plan, he took out his magnesium fire starter to ignite a stick to throw at the energon.

"Jack?" Airachnid said from inside her ship and began running out of her ship.

Jack continued to use the magnesium fire starter to ignite the stick, after a few more tries to ignite it he started blowing on it and a fire started and he threw the stick up at the energon from above and began to run away from the cybertronian ship when Airachnid appeared on top of the ship.

"Jack!" She screamed as the energon began to ignite.

The ship exploded, even though Jack ran far from the explosion, the force still knocked him back on top of the hill. He looked and saw as Airachnid's ship go up in flames before his eyes. He sighed in relief, fearing that Airachnid was still alive, he stood up and ran.

He stood next to a tree when he suddenly heard the same sound that came from Airachnid's hand when she shoots webs. He looked down and saw that there was a web over his foot. He smelt something burning, no he smelt someone burning, he looked up and saw Airachnid burning flames from a tree and she shot more Webb at him in the chest, pinning him to the tree and approached him.

Suddenly they heard an engine revving and Arcee appeared from above a hill, she transformed as she jumped off the hill and punched Airachnid in the face, causing her to fly backwards and approached her and karate kicked her, and started to punch her multiple times, she then kicked Airachnid in the chest so hard that sent her flying through the forest, knocking down tons of trees.

Arcee looked back and saw Jack pinned to the tree, approached him, ""Jack, are you okay?" She asked as she removes the web from Jack.

"Yeah, of course," he said and took his multi-functional pocket knife "survival kit."

They suddenly heard Airachnid drilling into the ground with her claws, making her escape, Arcee immediately went after her and tried shooting at her with her blasters but when she reached the hole, she was gone "Airachnid!" She sighs, "So much for closure."

"Now Airachnid's stuck here on Earth," Jack said, "I'm not sure that's such a good thing."

I'm sorry you had to face my demons today," Arcee said looking at him, "You were pretty fearless there, Jack."

"Actually, I was terrified," he said, "Mostly for you."

Arcee activated her commlink, "Ratchet, requesting Ground Bridge." She said as Jack killed a mosquito that landed on his chest. "Need to get my partner far away from over sized insects."

He looked at her, "Partner, huh?"

"Junior partner." She corrected, "I can still pull rank."

Next is sick mind