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

"If it pleases you, Lord Megatron, once Soundwave discovers a mean of decoding the remainder of the Iacon Database, as we know he will, I would suggest the deployment of an underutilized asset," Airachnid suggested as she walked into the bridge of the Nemesis, approaching Megatron as Soundwave decodes the Iacon Database from one of the computers in the room.

"And what asset would that be, Airachnid?" Megatron asked dryly.

"I believe that my superior tracking skills would expedite your quest to recover the remaining relics," Airachnid said as she bowed towards Megatron.

"Noted," Megatron said.

"You are a gracious audience, my lord,"Airachnid smiled before leaving, but not without greeting the Decepticons chief of communications officer, "Soundwave."

"Remind me of her trustworthiness," Megatron requested Soundwave.

"I believe we must consider the possibility of a future without Megatron," Soundwave said, playing a recording of Airachnid of when she attempted mutiny while Megatron was helping the Autobots defeat Unicron.


Dreadwing was examining his personal weapons in his quarters and cocked one of the guns when he got a call from Megatron.

"Dreadwing," Megatron said as he appeared on the screen behind him.

"I am at your beck and call, Lord Megatron," Dreadwing vowed as he bowed slightly.

"I wish to entrust you with a task I would normally reserve for myself. That is, if you wish to prove yourself worthy of becoming my first lieutenant," Megatron said.

"That post belongs to Airachnid," Dreadwing protested with confusion.

"She will be missed," Megatron said.

As the warlord said that Dreadwing realized what Megatron wanted him to do, he wanted him to execute and terminate Airachnid.

"And I suggest you bring backup. She can be a handful, especially when cornered," Megatron added.


Dreadwing decided to choose Breakdown as his backup for the special task. Breakdown was surprised that they were entrusted for the assassination. Normally, Megatron would be performing tasks such as this one personally. Heck. He even took delight in assassinating any traitors within the cause. So…there was nothing they could do but obey and make their master proud. Dreadwing decided to take Airachnid somewhere no one would ever find her. Breakdown suggested that they go into the forest and pretend to be scouting. Dreadwing agreed and the plan worked. Airachnid went with them willingly. However, they knew that she would soon catch on to the real assignment.

"Am I the only one to consider this to be overkill on Lord Megatron's part? I mean, dispatching two of his most proficient warriors to confirm one unconfirmed Energon spike," Airachnid said.

"Megatron knows me and Dreadwing can get the job done," Breakdown retorted.

"Actually, I was referring to Dreadwing and myself," Airachnid corrected with a smirk.

Breakdown snarled and went to charge at Airachnid to get this task over with.

"Breakdown, remain on task. This must be a unified effort," Dreadwing said as he stops Breakdown from attacking her.

"Indeed, Breakdown. I know we've never seen eyes-to-eye. But that doesn't mean we can't patch things up," Airachnid smirked with a wink.

"That's it!" Breakdown roared as he charged at her with angry for bringing up his lack of an optic due to M.E.C.H.

"Don't!" Dreadwing called.

However, this time, Breakdown ignored Dreadwing's warnings as he attacked. Airachnid immediately stood on her spider legs and began her own attack. Her first move was to fire webs at him. The web hit him in the face, blocking his one good eye. In retaliation, Dreadwing began his own fire and chased after her. Airachnid simply jumped from tree to tree, dancing around the forest to avoid fire. Dreadwing wasn't like Breakdown. He was able to avoid the Arachnicon webs. Well…that was until one caught him by surprise and pinned him to a tree. Luckily for him, his last shot knocked Airachnid out of the tree and to the ground below. One of her limbs followed, much to her horror. Managing to remove the web from his face, Breakdown began firing from the gun on his shoulder. Airachnid retreated further into the forest, causing Breakdown to follow, despite Dreadwing's objections.

"Breakdown, don't be a fool! Release me!" Dreadwing pleaded with him.

However, Breakdown ignored Dreadwing's calls as he continued to give chase. Eventually, he slowed down when he saw the puddle of Energon on the floor. This made him delirious in excitement. Airachnid was injured in the attack. There was no way she would be able to fight back or last for much longer. Finally, he would be able to finish what Megatron wanted to finish for ages. Finally, he could kill her.

Breakdown chuckled as he transformed his servo into his hammer and advanced towards her. Airachnid used her arms to push herself far away from him, completely terrified.

"Easy prey," Breakdown chuckled as he raised his arm…

However, to his horror, his arm was caught in a string of web hanging above him. No matter how much he pulled and struggled, he couldn't free his trapped arm. This satisfied Airachnid. She knew Breakdown and Dreadwing were there to terminate her as ordered by Megatron. So…why couldn't she return the favor? Breakdown only realized too late the situation he had just stumbled into.


Dreadwing heard Breakdown's screams from where he was tangled in webs. Immediately, Dreadwing knew what Breakdown's pain-filled screams meant. Freezing in horror, he desperately prayed that it wasn't true.

"Breakdown! What is your status?" Dreadwing asked into his commlink, earning no response, "Breakdown!"


What Dreadwing feared was true, M.E.C.H would later discover in the forest. Breakdown's remains were dismantled and scattered all around the floor. Airachnid had brutally murdered Breakdown by dismantling him part by part. Circuit by circuit. Satisfied with her work, she had left despite her injuries. However, did M. care about the fact that Breakdown was dead and gone? Since they were savages, the answer would be no.

"M.E.C.H 1 to Silas. Our maneuvers have yielded unexpected results, and a familiar face," the M.E.C.H insurgent reported.


Starscream gasped as he struggled to climb up a rocky cliff face. There was a shard of Energon he desperately wanted as his own supplies had run low.

"How is it that I have been reduced to seeking energon scraps merely to survive?" Starscream asked himself, despite knowing the answer.

Starscream suddenly slipped in his footing and fell to the ground below. The tiny Energon shard that was in his hand as he landed on the ground on his back. Groaning, he sat up and grabbed the tiny shard. While it was small, it was better than nothing. Looking up in surprise, he heard stomping and primal growling. Curiosity overcame the former Seeker, who decided to investigate the matter. When he rounded the corner, an unbelievable sight surprised him greatly. Nothing prepared him for seeing an Insecticon beating at a considerably large rock.

"An Insecticon on Earth?" Starscream said with disbelief as he stepped forward to the Insecticon pulling out a cluster of Energon, "You there, scavenger, deliver that energon to me." The insecticon ignored him, "You dare turn your back on a superior lifeform? I am commander Starscream." He slapped the Insecticon's back as he said that and went to attack the former seeker, who scrambled for his life, only to trip and crawl into a cave where the Insecticon wouldn't stop trying to kill him. "Fine! Keep the energon. I hope you choke on it."

The Insecticon suddenly stopped as some kind of telepathy took control of him. With the Energon cluster in his hand, the Insecticon walked towards the person that was controlling him. And that person was Airachnid.

"Yes, minion, approach me. Obey me. Worship me," the Arachnicon said coaxing the Insecticon.

The Insecticon was under Airachnid's control and bowed before her, he held the cluster of energon her so she could use it to refuel.

"You shouldn't have," Airachnid chuckled as she accepted the offer of energon from the Insecticon.

"What?! You reject a Commander but grovel at the feet of that wrench?!" Starscream exclaimed in disbelief as he stepped forward.

"Starscream. Don't get your turbines in a twist. After all, the beast and I are somewhat related. You might even say we are of one mine," Airachnid shrugged.

"Why are you here?" Starscream asked with a sneer, "Decepticons never return to stripped mines."

"You are not the only rogue Decepticon in need of Energon," Airachnid said dryly as she gestured to the leaking Energon from her dismembered spider limb.

"Was it a run-in with the Autobots? Or did Megatron invite you on one of his field trips?" Starscream asked her.

Megatron was otherwise engaged. But you should see his lackey," Airachnid said, referring to what she did to Breakdown moments before.

"You know, Airachnid, as fellow outcasts, we should consider putting aside our this creature under your control, and at our disposal we might employ it to terminate Megatron, allowing us to rule the Decepticons," Starscream suggested.

"Together?" Airachnid asked.

"Simply to lure Megatron here away from his support system so we might catch him," Starscream went on.

"With his guard down? An intriguing proposal… If ruling Decepticons or spending any length of time with you were of the lightest interest to me," She said, causing Starscream to scoff, "Of course, you had me at 'terminate Megatron.' Payback would be sweet."

"However you wish to spin it," Starscream said.

"I would need to ensure my assassin is up to the task," Airachnid went on, "Perhaps a test run is in order."

"What?! I thought we were partners," Starscream cried.

"Eviscerate him," Airachnid instructed.

The Insecticon was eager to please Airachnid and immediately went to work. Starscream screamed in horror as the Insecticon rapidly approached him. Immediately, he knew that after this he would need a medic.


At the Autobot base, Ratchet detected a signal on the cybertronian Computer system.

"What is it?" Bulkhead asked as he stepped forward toward Ratchet.

"A high-frequency signal with an embedded message," Ratchet answered.

"Again?" Bulkhead said, remembering what happened last time.

"Starscream," Ratchet snarled before reading it, "I have obtained information of extreme interest to you. Bring Medical kit."


Starscream decided not to add 'Come alone' to his message like he did last time, knowing that Ratchet wouldn't and bring someone with him for protection. When Starscream reached out to him, Ratchet had brought Bulkhead along. While he lay there with Energon bleeding from his behind, he hoped he'd come. The sound of a Ground Bridge opening provided the answer to his prayers. Bulkhead was the first to jump out of the Ground Bridge portal, heavily armed. Obviously, he was checking the area for threats in case they fell into a trap.

"Clear!" Bulkhead called, causing Ratchet to step out of the portal with his kit.

"Make it fast," Ratchet instructed as he approached the former seeker.

"It would appear that, like myself, Airachnid has gone rouge," Starscream informed them.

"What's it to us?" Ratchet scoffed.

"She is planning to retaliate against Meg- Mankind," Starscream said, telling them a white lie, knowing that they would lose interest if he told them about her plans to terminate Megatron, "I can provide you with her current location."

"I don't believe you," Ratchet said.

"Why wouldn't you?" Starscream asked, "I directed you to the Decepticon Space Bridge so you could rescue Orion Pax, didn't I?"

"Yeah, but then you helped M.E.C.H steal Bumblebee's T-Cog," Bulkhead retorted as he stepped forward menacingly.

"So? He got it back, didn't he?" Starscream whimpered, before pleading as they went to return to base, "I admit aligning myself with those vile humans was a colossal error in judgement, but I am alone. I do what I must to survive. But I have paid the price. I am now the one missing his T-Cog."

"You're grounded?!" Bulkhead said with surprise and disbelief as he and Ratchet turned around back at him.

"Thus of little, if any, threat to you," Starscream promised, "But Airachnid and her Insecticon intend to-"

"An Insecticon?! Here?" Ratchet cried with disbelief.

"How?" Bulkhead asked.

"Well, I would have asked, but I was too busy squeezing through a narrow crevice, trying to keep the vermin from chewing my leg off! While Airachnid watched," Starscream growled.

Ratchet and Bulkhead couldn't believe what they were hearing from Starscream. An Insecticon was here on Earth and – even worse – under Airachnid's control. The only thing that would follow from this arrangement would be chaos.


"The reason for our inability to locate Breakdown's signal is all too clear. But how is it you were unable to uncover his remains?!" Megatron asked Dreadwing within the bridge of the Nemesis when suddenly an alarm went off on one of the computers and turned to Soundwave, "What is it?"

"Heard from Breakdown lately?" Airachnid asked as Soundwave answered the call.

"Trace the communication," Megatron instructed Soundwave.

"Megatron truly. You sent simple henchmen to terminate a high-ranking officer. I thought you reserved that honor for yourself," Airachnid said.

"Is that a challenge?" Megatron asked as his gladiatorial instincts came to light after being hidden away for a million years.

"An invitation," she clarified as Soundwave pinpoints her location, somewhere in South America, "And since Soundwave is no doubt tracing this signal, you know where to find me."

"I'll be back," Megatron declared as he went to leave as he accepted the challenge.

"Allow me to accompany you," Dreadwing pleaded.

"You already had your chance," Megatron snarled before leaving.


At the Autobot base, Ratchet was showing everybody the coordinates of the location of where Airachnid was, which Starscream gave them. It pinpoint a location within South America just like Soundwave showed.

"The Coordinates Starscream provided within are within an abandoned Decepticon mine," Ratchet observed.

"Hold on. You just fixed him up and sent him on his way?" Arcee said with disbelief as she walked with Bumblebee and Chromette, Bumblebee buzzes an indignant whining sound, agreeing with the blue femme.

"Bee's right," Chromette said, "What were you thinking, Ratchet?!"

"What were we supposed to do? Take him back here?" Bulkhead retorted.

"Not that I wouldn't jump at any chance to put Airachnid, but she isn't the only one who robbed me of a partner, but she threatened to kill Chromette here, when she kidnapped me, all those years ago," Arcee said, with anger, ready to slit someone's throat if she had the opportunity.

"You weren't there, Arcee. Starscream was weak, defenseless," Bulkhead said defending himself.

"And learning of the Insecticon could prove highly tactical. Starscream's intel has proved credible in the past," Ratchet added.

"Sure, when he wasn't busy stabbing us in the back!" Arcee snarled.

"I have to agree with Bulk and Ratchet on this one, Arcee," Chromette told her sister, "Revenge will make you no better than the Decepticons."

"Your sister's right, Arcee," Optimus told Arcee as he approached them, "But without the resources we possessed on Cybertron, we lack ready means of capturing and imprisoning our enemies. Nonetheless, I do not condone termination of any defenseless life-form."


As Megatron reached Airachnid's location, he transformed into his robot mode from his Cybertronian Jet form and Airachnid stepped out from behind a rubble of rocks.

"You don't waste time," Airachnid smirked.

"Your stay of execution has come to an end," Megatron decreed as he approached her and went to charge his Fusion cannon, however he didn't get the chance as the Insecticon jumped and clobbered him to the ground, as he attacked Megatron from above. With ease, Megatron threw him off of him and into the rock wall.

"I will leave you two to get acquainted," Airachnid said as she left Megatron and her Insecticon.

"Bow before Megatron, your leader," Megatron demanded the Insecticon. However the Insecticon was too entranced by the Archnicon's control and went to charge at him, "I said bow-" Megatron started, aiming his Fusion Cannon at the Insecticon before getting tackled by the Insecticon to the ground and threw the warlord at a rock wall. However Megatron skidded to a stop, using his servo.

The Insecticon lunged right at him and pinned him to a wall, but unfortunately for Airachnid and the Insecticon, he freed his arm with his Fusion Cannon and fired at the Insecticon, causing the Insecticon to get knocked away and skidded across the ground by several feet. However, the Insecticon wasn't gonna let Megatron keep the upper hand as the Insecticon transformed into his alternate mode and flew towards him. Airachnid assisted in the fight as she webbed Megatron's Fusion Cannon shut, preventing him from being able to shoot. The Insecticon jumped him once again and threw him into the wall multiple times. He was thrown into the air and the Insecticon followed, slicing at his arm. Megatron cried out in pain as his arm burned from pain. The Insecticon then started shooting at him, forcing him onto the ground below. Weakened, but not down for the count, Megatron stood up ready to fight again. Airachnid chuckled as he did this. When he suddenly knocked the Insecticon away.

"You and your beast would do well to remember, I honed my skills in the Pits of Kaon!" Megatron decreed as he unsheathed his sword as he resumed his attack.


Outside the abandoned Decepticon energon mine, away from the ongoing battle between Megatron and the insecticon, a Ground Bridge portal opened with Optimus exiting the portal followed by Bulkhead, Arcee, Chromette and Bumblebee. Lightning struck around them in the atmosphere as they glanced down into the darkened mine.

"Proceed with extreme caution," Optimus warned.


Megatron's sword clashed with the Insecticon's claw and they blocked each other's attack, when the opponents made one. The Insecticon jumped behind Megatron and attacked him, as Megatron when to attack him with his sword, the Insecticon evaded the attack, as he jumped onto a wall behind him and clobbered him.

"Finish him!" Airachnid screamed.

The Autobots arrived above them, none of the Decepticons noticed their arrival.

"Whoa. Scream never mentioned Megatron," Bulkhead said with confusion.

"It would seem Starscream orchestrated this convergence in the hope that all his enemies would destroy each other on his behalf," Optimus surmised, with his battle mask activated.

"And I fell for it," Bulkhead said.

"Or he left out Megatron being here as we wouldn't care if she tried to take out Megatron," Chromette said, giving them her reason why Starscream didn't mention that Megatron would be there as well.

"Good point, Chromette," Optimus said.

"Well, you all can have whatever's left of Megatron. Airachnid's mine," Arcee said before transforming into her alternate mode, drove down the rocky surfaces within their location, as she went for Airachnid.

"Arcee, no!" Optimus and Chromette cried at the same time.

As Arcee approached Airachnid, sitting on her own perch, she transformed and kicked her, knocking her off her pedestal and into the rock wall. Slightly amused, Airachnid stood up as she transformed into her spider legged form and prepared for a fight.

"You," Airachnid sneered at the blue femme, who said nothing but deployed her arm blades and ran towards her a she began to fight her nemesis.


Megatron attacked the Insecticon the way he would if he was battling him in the gladiatorial pits. After kicking him to the wall, Megatron stood in the middle of the ring prepared to claim victory. Then he noticed Optimus, Chromette, Bulkhead and Bumblebee up ahead.

"So many surprises, today," Megatron remarked.

The Insecticon jumped from behind ready to attack him again. However, Megatron never gave it a chance as he swiped the Insecticon with his sword.


As Arcee and Airachnid fought, the two wheeler dodged the Arachnicon's web attack with agility as she fired them at her, before transforming her servos into her blasters and fired them at her. She jumped at her, but missed Airachnid, as the Arachnicon jumped onto another wall and started drilling her way through the wall, Arcee continued to fire at her, before transforming her blasters back into her servos and began crawling through the hole, Airachnid just made.


Megatron grabbed hold of two of the Insecticon's limbs, before kicking him in the chassis, pulling the limbs off and threw them aside before charging at the Insecticon, unsheathed his sword again and decapitated the Insecticon, killing him instantly. The head flew in the air before falling on the ground. The Insecticon's body followed as it fell to the ground beside the head.

"Let that be a warning to anyone who dares cross a gladiator of Kaon, be they Decepticon," Megatron started as the Autobots surrounded him on all sides, aiming their blasters at him, "Or Autobot."

As Megatron stepped forward, ready to attack Optimus, he fell to his knees, his face soon followed. This amazed the Autobots, who finally had the chance to end this once and for all. They have been waiting for this moment since the war began a million years ago. Everyone hoped that Optimus wouldn't pass this up like he always did before.

"it would seem that I am unarmed and at your mercy," Megatron said, staring at Optimus, "So, tell me, Optimus. Do you intend to take me alive? Or end this here and now?"

Bumblebee, Chromette and Bulkhead all looked at each other, while Optimus looked at Megatron, debating on whether he should take him prisoner or kill him, here and now. Optimus made up his mind as he transformed his servo into his blaster and charged it up, when suddenly they were attacked from above, Dreadwing and Jet Vehicons were the ones who were firing upon the Autobots.

"The surprises never cease," Megatron muttered to himself.

Optimus transformed his other servo into a blaster as Dreadwing transformed and landed before Megatron, aiming his cannon at Optimus as the Vehicons landed around the Autobots, surrounding them, causing them to aim their blasters at each other.

"Oh, scrap," Bulkhead muttered to himself.


As Arcee went through the tunnel, Airachnid carved up as she digged her way through the wall, she skidded to a stop, transformed her servos into blasters for a second before turning them back into servos and crawled forward only for her to stop as her hands get caught in Airachnid's sticky webs, she tried to lift her servos and wided her optics in horror as she realises the trap she walked into.

"Scrap!" She cursed.

She was suddenly flung into the air, outside of the mine, wrapped in a cocoon and was completely wrapped in the cocoon up to her arm rotators. She immediately began struggling to free herself. However, the web was stronger this time. Airachnid stood on the tree above her, tightening the web on the branch. This time, she wasn't going to let her escape.

"This may not be the day that I take Megatron's spark, but It will be the day I remove yours and then your sister's spark as well," Airachnid said as she tapped on Arcee's head with one of her spider limbs and tilted her upwards as she climbed down the tree towards her.

Suddenly she was interrupted as a missile flew by the Arachnicon, causing her to be flown backwards as Starscream was slid down a hill and becoming her unsuspected savior.

"How right you were, Airachnid. Payback is sweet," he said, making her eat her own words before firing a missile at her from his other arm, luckily for Airachnid, she quickly drilled her way out before the missile reached her.


"Deliver Megatron to us, and I will allow you to live," Dreadwing promised.

"Never trust a 'Con! Kick Buckethead's bucket!" Bulkhead said, encouraging Optimus as he aimed his blaster at Dreadwing.

"Agreed," Chromette said, aiming her blaster at Dreadwing as well.

Optimus looked at Megatron for a second before looking back at Dreadwing, "Dreadwing do I have your word?"

Dreadwing didn't voice his decision. He used his actions to speak volumes. Stowing away his weapon, he nodded at the Autobot Leader. Knowing that Dreadwing would keep his word, Optimus transformed his blasters back into his servos. Begrudgingly, everyone did the same.

"My liege," Dreadwing said as he helped Megatron to his feet.

Bumblebee and Bulkhead walked towards Optimus and stood either side of him, while Chromette stood in front of the prime. They all knew what was coming next.

"Dreadwing may have given you his word, but I did not," Megatron said before pointing at the Autobots with his digit on his left arm, "Destroy them!"

The Autobots and Decepticons began firing at each other immediately. Now, Optimus was wishing he didn't let Megatron live. They would have ended up like this either way. Megatron and Dreadwing took the chance to make a hasty retreat from the scene.


"You disobeyed my orders in following me here. You will make a fine first lieutenant," Megatron told Dreadwing as they retreated.


The Autobots continued their battle with the Vehicons, until none of the Vehicons were left standing.

"That was intense," Bulkhead remarked.

Now they only had one thing to worry about.


"Now if there's one thing I despise nearly as much as eight-leggers, it's two wheelers," Starscream sneered at Arcee referring to Airachnid, herself and her sister.

"Go on. Get it over with," Arcee growled.

"As I recollect, in a similar predicament, you once allowed me to live," Starscream said as Arcee closed her optics and he cut her down from the branch above her with one of his clawed servos. However, he didn't cut her out of the cocoon.

"Consider us even," Starscream added as he walked away.

"Arcee, what is your status?" Optimus said on her comlink.

"In need of assist, but alive. and so is airachnid," she answered, rolling onto her back.

"At least Megatron took care of the other bug problem," Bulkhead remarked as he, Bumblebee, Chromette and Optimus raced to where Arcee was.


Airachnid retreats as she drills her way into another part of the mine and lands on her spider feet as she stops drilling, needless to say she was mad.

"Starscream, I vow I will have your head," Airachnid vowed before hearing a high pitched sound and went to investigate it.

"So, my warrior was merely a scout," she said as she stumbled into a cave filled with stasis pods in every crevice. Stasis pods that contained hibernating Insecticons that would be at her disposal. This won't be good.

Next is Nemesis Prime and for those who are wondering if there's going to be Wheeljack x Chromette in the future, I'm debating on should I pair her with him or Smokescreen, I'm more inclined on pairing her with Smokescreen.