Megatron was in Kaon command centre looking for video footage of Optimus Prime in his Powermaster suit.

"Lord Megatron, why do you keep on watching videos of that infidel?" Lugnut asked.

"Because I'm studying my enemy," Megatron replied sternly. "I have underestimated Optimus Prime for too long. Every single one of my plans he interferes with, and I refuse to let it happen again."

"But surely he is no match for your greatness, my liege."

"The gap between us has shrunk considerably; he has gotten stronger while I remained the same. If I wish to defeat him, I also need to get stronger."

"And how are you going to accomplish that, my liege?"

"My plans are already in progress, but they will be useless unless we can find a way to free ourselves from our prison."

Shockwave then entered. "With the resources that the Minicons have managed to acquire, I have indeed found a way for us to escape Kaon."

"Excellent?" Megatron smiled.


Shockwave then escorted them to his little project, and they came face-to-face with what would look like a small Space Bridge.

"I call it a Ground Bridge," said Shockwave. "It is based upon the Autobots' Space Bridge technology, but instead of allowing us to transport through space, it will allow us to transport anywhere on the planet."

"Meaning we can now leave any time we want," Megatron deduced.

"Indeed, my liege, but I should warn you that this is still in the experimental stages. It has yet gone through any kind of testing, but I am confident that it will work."

"Just in time for us to proceed with the next phase of my plan," said Megatron.

"I still have concerns regarding this plan of yours, my liege," said Shockwave. "There is absolutely no guarantee that he will assist us."

"He will assist us whether he likes to or not."

"But Tarantulas has never proven to be fully loyal to our course."

"Sadly, he's the only one that can give me the power boost that I need to face Optimus Prime."

"I would also like to remind you all that while the triple changer technology is revolutionary, there are still major flaws. You could end up like Blitzwing and have multiple personalities, which could easily impair your processor."

"Fool!" Lugnut boomed. "Lord Megatron processes far stronger than that of Blitzwing; he can easily maintain his sanity."

Megatron then raised his hand, making Lugnut silent. "Shockwave, while I am touched about your concern for my well-being, our last battle with the Autobots has proven that they have gotten stronger. If we wish to defeat them, then we ourselves need to be stronger."

"I'm just merely suggesting with more time, we can accomplish this, my liege," said Shockwave. "Plus, putting your life in the servos of likes of Tarantulas is not wise."

"Which is why you will be monitoring him during the procedure; if he does anything that might endanger my life, you will destroy him."

"As you wish, my lord, but I just wish to make it known that I am against this course of action."

"Noted."


At the Autobot base, all the Autobots were looking at the TV and listening to a strange news report.

"Thefts have been perpetrated all across Detroit, and officials are completely baffled who could be behind these robberies," said the anchorman.

"Dad said that a number of his warehouses have been hit as well," said Sari.

"Should we really concern ourselves with these thefts?" Ratchet asked.

"I've been looking into them, and they are unusual," said Moonracer. "No fingerprints or any kind of forced entry. It's almost as if the door is open for them, and they simply grab will be needed and walked out without the alarms being sounded."

"And the police have no clue as to who could be behind this?" Bumblebee asked.

"Captain Fanzone couldn't find any clue," said Elita. "Which makes me believe that humans weren't involved."

"What you mean by that, ma'am?" Ironhide asked.

"I'm saying perhaps Megatron is behind it."

Bumblebee laughed but stopped when he realised she was serious. "But he's trapped in his own little prison, and we've monitored the place every solar cycle. There has been no movement from the Decepticons."

"Which is quite a strange vibe in itself," said Jazz. "No way the cons would just sit back and do nothing. We do know that Soundwave has been following Megatron's orders somehow."

"Which is why we should be a bit more focused on finding him, not these robberies," said Ratchet.

Optimus sighed. "I'm afraid I agree with, Ratchet. Stopping the Decepticons has to be our number one priority. That said, we should try and keep monitoring these robberies as much as we can."

"You got it, OP," said Jazz.

Everyone then left the room, leaving Optimus and Elita alone.

"Have you heard anything from your brother?" Optimus asked.

Elita sighed. "No, he doesn't seem to want to talk. Primal has continued giving me updates though he seems to spend most of his time on the ship. Perhaps I should go and visit. See how he's doing."

"You sure that Ratchet can spare you? We do need Omega Supreme fully operational."

"We are making good progress, and I think he can spare me a few solar cycles. Besides, I don't think I can work effectively so long as my brother is on the processor."

Optimus nodded. "Okay, but do be careful."

"I'll be back, I promise."

Elita then transformed into vehicle mode and drove off.

Sari looked up at Optimus. "Do you really think that she can bring Tarantulas back to our side?"

Optimus looked at her uncertainly. "There was a time when he would never have left, but my decision to leave Elita behind changed all that. That said, if anyone can bring him around, it's her."

"And maybe you should stop blaming yourself over what happened," said Sari. "Like Elita said, she forgave you, and now it's time you forgive yourself."

"I'm not even sure that's possible."

Elita was driving to the Space Bridge, remembering when she last saw Dion before he became Tarantulas.


Elita was still getting used to her new tech organic form and was currently in isolation in Cybertron's medical centre.

She could hear shouting beyond the door and was rather surprised when it opened and Dion entered.

"Elita," he said breathlessly.

Elita's optics widened, all four of them. "Dion? What are you doing here? I'm supposed to be isolated."

"I had to see," he said.

"Dion? What did you do?" Elita asked.

"I had to force my way through," he said, looking on remorseful. "And another about me. I'm here to get you out of here."

"What?" Elita stared.

Dion grabbed her wrist and tried to pull her to the door. "Elita, we don't have any time to argue."

Elita pulled her servo away from him. "Dion, you can't do this."

"And I am not going to let them dissect you in some lab experiment, we divided you together, but first, we need to get out of here. I only got a hand on a shuttle; if we move now, we can get away before they realise that you've gone."

"What about Optimus?" Elita asked.

"What about him?"

"Well, does he know that you're planning this?"

"What do you care? He's the reason you're like this. According to the reports, he left you behind, resulting in your mutation."

"Hey, I'm not quite ready to forgive them either, but I can't let him take full responsibility. I'm also partially to blame for what happened. Besides, we have a better chance of finding a cure here than scavenging on our own."

"They're not going to get your testimony; according to the medical scanners, your processor, which means any testimony that you might give will fall on mute audio sensors. Now enough arguing; we need to go now!"

Elita looked at him apologetically. "I'm sorry, Dion, but I'm staying."

Dion looked at her as if she was crazy. "What?"

"We don't know the extent of my mutations yet; I could be a danger to you. It's better if I stay here isolated from everyone where I can't cause them any."

"You're not dangerous," Dion assured her.

"And the only way for me to prove that is by staying here." They then heard the sound of alarms, and Elita looked at Dion. "You need to go."

Dion made his way to the door and looked back at her. "I'll find a cure, no matter what it takes."

Elita just sat there saddened as she watched her brother leave.

"Oh, Dion," said Elita softly as she continued to make her way to Sumdac Tower. "I sure hope the old you is still in somewhere."


Tarantulas was currently in his lab trying to recreate the data that Optimus' and his team deleted.

"When are you going to give up?" said a voice behind him.

He didn't need a turnaround to know that it was Primal speaking. He entered his lab every few solar cycles, somehow bypassing the patrols of his Predacons.

"And when are you going to give up trying to convince me to stop?" he said without turning around.

"Can't blame a bot for trying," Primal shrugged. "But you're smart enough to know that this is a complete waste of effort. Even if you do manage to recreate the deleted data, it's not going to do you any good."

"If it helps cure my sister, I'll consider time well spent."

"But your sister doesn't want a cure."

Tarantulas slammed his fist against the control panel and turned to face him with his four optics glaring at him viciously.

"You don't know what my sister once! All you are is a failed clone of the bot who failed her!"

"Neither of us was there, so we're in no position to judge Prime."

"Sentinel definitely wanted to blame him for everything."

"Despite the fact that he was the one who orchestrated that little field trip, and he refused to take any kind of responsibility for his actions. Prime, on the other hand, did and has done his best to help your sister."

"I know!" Tarantulas roared.

"Face the facts; the only reason that you wish to blame Prime is because you weren't there to save your sister. You blame yourself; you think if you had joined in with their little expedition, you could have saved her and blaming Prime the whole thing is easier than blaming yourself."

Tarantulas looked as if he was going to argue some more, but then suddenly, they heard noises outside.

"What's that?" Primal asked.

Tarantulas had no idea immediately access the security cameras, but they have been taken out. "Something sticking out the security cameras."

"And it sounds like your precious Predacons are getting overwhelmed," Primal noted.

The sound then stopped, which was a little disconcerting and then they heard what sounded like footsteps approaching them.

"Footsteps," Primal noted.

They looked at the lab door with apprehension waiting for whatever was coming on the other side to emerge. Then suddenly, they heard a terrible sound forcing them to cover their audio sensors, but it was just too loud to drown out. Primal had already collapsed, and Tarantulas fell to his knees, filling himself blacking out.

He looked up to see the lab door open and saw a bot he didn't recognise wearing the Decepticon symbol, and then everything went black.


Tarantulas then began thinking back to when he was still Dion after failing to convince his sister to accompany him. He made his way to Archa Seven and began looking for the giant spiders that had attacked Optimus and the others.

He went through the caves trying to search for them, and one of them suddenly landed directly in front of him. Without hesitation, he immediately grabbed its pincers and began to download its powers.

He howled in pain as he felt his body mutating as the venom began coursing through his system. His entire body began to change, twisting and turning until finely he became Tarantulas. The spiders soon backed away from him, no doubt seeing him as one of their own.

He then made his way to the remains of the Decepticon warship; most of it was completely destroyed due to the Energon explosion Optimus had caused. However, most of the equipment was still intact, and he began setting to work, trying to develop a cure.

Unfortunately, due to his limited resources, he soon reached a dead end. He slammed his fist against the table; if he was to find a cure, he would need a proper science lab and resources.

"What do we have here?" said a voice.

Tarantulas quickly spun around, and his optics widened as they laid upon Megatron. He'd seen enough documentaries to recognise the bot, and his presence did turn his Energon cold.

"I asked you a question," said Megatron.

Tarantulas quickly got a hold of himself and stood up straight. "My name is Tarantulas, and until recently, I was an Autobot."

Megatron looked at him, intrigued. "What do you mean recently? Is it something to do with that mutation of yours?"

"In a way, yes," said Tarantulas. "Suffice it to say I was betrayed, and now I am trying to find a cure for my affliction. Sadly I have very limited resources, so I hit a bit of a dead end."

"I came here hoping to find a cache of Energon," said Megatron as his optics turned to the destroyed warship. "Though it would seem as if there is none left. You would have something to do with that, would you?"

"No," said Tarantulas honestly.

Megatron continued to look at him with curiosity. "Are you a scientist?"

Tarantulas nodded. "I am."

"I am currently looking for a replacement for my science officer, who is on a top-secret mission," said Megatron. "Would you say that your skills are excellent?"

"I was a top graduate."

"Then, if you come with me and prove yourself, I am more than willing to give you all the resources you need to find a cure," Megatron offered. "All that I ask of you is to kneel before me."

Tarantulas did like the idea of kneeling before anyone, but that said, he had set in a dead end, and Megatron was offering him a tantalising deal. He then knelt before him and lowered his head.


Elita had successfully transwarped to the primitive planet and was currently making her way to the crashed warship. However, when she got there, she found the Predacons unconscious.

"Tarantulas!" Elita yelled and quickly rushed into the warship.

She made her way all the way towards the science lab, but all she could find was Primal flat on the ground.

"Primal!" Elita cried as she richly rushed towards him.

Primal opened his optics and looked at her. "Elita?"

"What happened here?"

"I don't know; I never saw our attacker. The last thing I remember was hearing this terrible sound, and everything went black."

Elita's optics widened. "Soundwave."


Tarantulas had just exited the Ground Bridge with Soundwave behind him. He had no idea where they were, but it seemed to be some sort of facility.

"Where are we?" Tarantulas asked.

"We are in Kaon City on Earth," Soundwave answered.

"Kaon?" Tarantulas stared.

"Affirmative."

"Okay, here's another question. Why am I here?"

"That would be because of me," said Megatron as he entered the room.

"Megatron?" Tarantulas stared. "I thought you were destroyed."

"Say me your lies; I know full well that you have been here on Earth for nearly a stellar cycle," said Megatron narrowing his optics. "And in all that time, you never saw fit to rejoin my forces."

"Indeed, you should have joined us as we serve the most glorious leader that is Megatron, like any true loyal Decepticon!" Lugnut roared.

Tarantulas notes Lugnut's severed arm. "If you're so loyal, how come you're missing a servo?"

"I'd gave it gladly for my lord and master!"

"Touching."

"Unlike you, I am a loyal servant of Megatron and joined him the moment he called."

"As if one extra bot would have been able to see me from the thrashing all you got from Optimus Prime and his team," Tarantulas scoffed. "I mean, look at yourselves. You can't defeat a maintenance crew. What chance would you have had with the Elite Guard?"

"With that buffoon, Sentinel Prime is in charge of a very good chance," said Megatron. "However, since I have been constantly bested by Optimus Prime, I saw fit to look him up. Imagine my surprise when he got top marks in the Academy, even praised by Ultra Magnus himself. Then suddenly, he's kicked at the Academy for trespassing on an organic planet, resulting in the horrible mutation of one of his fellow cadets."

"Sounds like he got what he deserved."

"I am more inclined to believe that he had taken full responsibility for another, namely Sentinel Prime, as he to. I also found it interesting that the plank that he trespassed on was the very same planet I found you. Also, one of Optimus Prime's crew mates is also a techno-organic that has been infused with arachnid DNA. Care to explain how that coincidence came about?"

Tarantulas could feel every optic on him. He knew there was no point in lying. "Elita-1 is my sister. Optimus abandoned her to save his own skid plate as well as Sentinel's. He did come back was far too late, and she had been mutated. I then set out on my own to find a cure, and I think the rest, you know."

"So you're saying that you know Optimus Prime very well," said Megatron.

"I thought I did."

"Then what your honest oppression of him?"

"He is a natural manufactured leader who uses unorthodox techniques even if it means disobeying orders, and he deeply cares for his crew. However, that was my impression of him before he abandoned my sister."

"I see," said Megatron.

"Now I get the feeling you didn't drag me all the way here just to give you Optimus' bio. How about you explain why I am here?"

Lugnut looked at him furiously and looked as if he was about to pummel him, but Megatron stopped him.

"You're correct; there is something I need from you."

"And what would that be?"

"Optimus Prime has gotten stronger, he was already powerful with the Magnus Hammer in hand, but now with his Powermaster unit, he's even more powerful. In fact, in our last battle, he nearly overpowered me, and I refuse to allow it to happen a second time."

"And you think I can help you?" said Tarantulas incredulously. "You already have Shockwave assisting you. Why do you need me?"

"Shockwave has been useful; he's only managed to find a workaround for us to escape Kaon. However, I do not wish to show ourselves to the Autobots until we are certain of victory. For that, I need to be stronger than I am currently, and if my memory core serves, you did assist in making Blitzwing stronger."


Tarantulas began to think back to when he was brought upon the Nemesis to prove his usefulness.

"Both me and my sister had been developing a procedure that would allow any Cybertronain the ability to take a third form."

Megatron looked intrigued. "Interesting, but I take this application has not been installed."

"It is still a theory, but I am confident that it will. That said, I cannot guarantee they will not be any side effects."

"What kind?"

"I'm not entirely sure that it might lead to a split personality. However, I cannot be certain until after the procedure."

"If it makes a Decepticon stronger, I think the benefits outweigh any risk. Fortunately, I do have a test subject for you."

Megatron led him to the med bay, where he revealed Blitzwing struck to the table on spark support.

"What happened to him?" Tarantulas asked.

"Blitzwing was severed heavy damage during the Great War and has been in this condition ever since. Do you think that this procedure of yours might restore him?"

"It is possible."

"Then I'll leave you to it."

"And if he goes offline during the operation?"

"Then it will be no big loss; at the very least, if you fail, you can gain viable information regarding your procedure."

Megatron then left the med bay closing the door behind him. Tarantulas looked back at Blitzwing, shocked that Megatron cared so little for his subordinate. Then he remembered that he was Decepticon and the Autobots weren't much better.


Tarantulas returned to the present and looked at Megatron. "Lord Megatron, you know what happened to Blitzwing after the operation. You are the leader of the Decepticons; if you are inflicted with a split personality, that would be disastrous."

"I agree," said Shockwave as he entered the room. "I have been going over Tarantulas research, and while it is very detailed, I believe more experimentation is needed before we can perform the operation upon you, my Lord."

"The Autobots are starting to suspect something," said Soundwave. "I have no doubt they will start to investigate how I managed to transwarp to that organic planet. The most logical solution would be the Space Bridge, and no doubt they are looking into the thefts the Minicons perpetrated."

"Soundwave is right; we don't have time," said Megatron. "Optimus Prime's medic is no doubt almost finished preparing Omega Supreme, and I would rather face them before they get stronger."

"At least let us see we cannot eliminate a majority of the side effects, my Lord," said Shockwave. "After all, I don't believe that you wish to end up like Blitzwing."

"Fine," said Megatron. "You have an orbital cycle at most. In the meantime, Soundwave returned to Detroit's city and began to track down any other Decepticons as well as monitor the Autobots."

"I see with my Lord," Soundwave bowed.

The Ground Bridge activated, and Soundwave walked through it.

Megatron turned to Tarantulas and Shockwave. "I won the two of you to work on this, and I want reports every solar cycle. If it does not seem you are making any progress, we will continue with the operation regardless of the risks. Do I make myself clear?"

"Yes, Lord Megatron," they nodded.

Megatron narrowed his optics at them and then walked away.

"You heard Lord Megatron; get to work!" Lugnut boomed and followed Megatron.

Tarantulas looked at Shockwave. "Is it me, or has Megatron become more unstable since the last time I saw him."

"He has lost a bit of patience," Shockwave admitted. "I suspect that his humiliating defeat at the hands of Optimus Prime has wounded his pride."

"Well, we better get to work before he turns that anger on us."

"Agreed."


Optimus was at the Space Bridge with Ratchet, Jazz and Sari as Elita brought Primal and the Predacons to Earth.

"Man, these bots were hit by some killer vibes," said Jazz.

Ratchet approached Primal and began scanning him. "I don't have much experience when it comes to techno-organics, but as far as I can tell, do not endanger."

Optimus looked at Elita. "And you're saying that Soundwave attacked them?"

"Primal never saw his attacker, but he did remember being hit by some sort of sonic attack, and Soundwave is the only one capable of that."

"But how in the name of the AllSpark did he transwarp to that planet?" Ratchet asked. "We're the only ones with a working Space Bridge on this planet."

Sari was at the terminal. "Well, according to this, it was used prior to Elita's use, and they used Autobots codes."

"Hold up," said Jazz forming a T with his hands. "Are you saying Soundwave somehow accessed the Space Bridge, transwarped to Tarantulas' planet and then abducted him?"

"That seems to be the case," said Sari.

Optimus sighed. "I want a permanent guard on the Space Bridge from now on."

"I'll take Primal and the others to Omega Supreme; I can treat them better there," said Ratchet.

Optimus nodded. "Jazz, go with him."

"You go it, OP."

Elita approached Optimus. "Optimus, this is getting out of hand. Megatron seems to have managed to make contact with Soundwave and somehow access our Space Bridge, and now he's got my brother."

"I know, Elita, and I want to help him; I don't know where to begin," said Optimus. "Ironhide and Bumblebee are still watching Kaon, and they haven't seen any movement. Plus, we can even enter Kaon; right now, the only thing we can do is monitor them."