I don't own RWBY or Transformers Prime they belong to their respective owners. This fanfic is just for fun. Note *this* means that they are thinking so when you *see it* know that it is in their heads. When you see [this] it means Bumblebee is talking. Also, as I said in my past chapters the fanfic is going to be more canon. So when you read things that sounds much like the show don't jump the gun on anything. Again I don't own either RWBY or Transformers Prime this is just a fanfic for fun. And if you recall I had Vector Prime say that they will remember what happened as the show has it and will forget Ruby and what happened to her. So I have to go canon at some point.

Also, once again I'm going to make a reference to a video game in this chapter and I don't own it as well as anime show as well which I had to ask my sister about it first since she more into the anime I never even watched the anime that I'll be comparing Airachnid to. So I don't own that either just using it as a reference.

It has been a few weeks since Jack and Arcee did the street race and the two just got done with the last chores that Optimus had given them for the day. "Finally done."

"I can't believe that Optimus can be so brutal when it comes to punishments."

"Well, I'll take Optimus chores over what ever sick and twisted punishments Megatron could come up with."

The two got to Ratchet when they saw Ruby walking to them with her workout clothes on and a water bottle. "What have you been doing?"

"Well Jack, I just got done with my laps while wearing weights, did some pull-ups, did some weapons practice with both Crescent Rose and Prime Rose..."

"Wait, Prime Rose?"

"Yeah, not my best naming weapons I know. Uncle Qrow said that since the bracelets are based on each member of Team Prime. I should name it after the team. Anyways after I did that I was hitting the punching bag with some moves that Ratchet told me about."

"Oh, I see."

Jack then looks around to see that only the four of them were at the base. "So where is everyone?"

Qrow and Raven wanted to do some training fighting with Bumblebee and Bulkhead so Ratchet sent them somewhere they could fight Miko and Raf went with to watch. While Ironwood went with Optimus on patrol. He wanted to get some tips on how to be a better team player, so nothing like the Fall of Beacon would happen. Or at least not as easily as it had been."

"Got it."

Just then Ratchet detected something. "I just picked up an Energon deposit."

"Great I'll go."

"Oh no you don't, Optimus said you can only leave the base if it is to take Jack to and from the base, school, work, and home. Anything else you'll have to take either another Bot or someone from Remnant with you."

"Then I'll take both Jack and Ruby with."

At hearing that Ratchet just sighed. "Fine, I'll open a bridge."

Later on, Ruby was now in her Huntress wear walking with Jack and Arcee which Jack was going on about the bugs. "These things are the size of vampire bats, and takes as much blood as well."

"I don't see Ruby complaining?"

Ruby looked at Arcee. "Um... Arcee I'm used to being outside, this might be Jack's first time in the woods."

"Hey!"

"Well is it?"

"... Yes."

Arcee just smiled at the two and looked at her scanner which confused her. "That is odd its Energon, but untapped Energon doesn't give this type of energy signature."

The three kept on walking until they saw a ship. "This can't be good."

Jack looked at Ruby to Arcee. "So is it Bot or Con?"

"Don't know, you two stay here."

The two did as they were told and Arcee went in. They waited which every second made Jack more and more worried. Ruby was okay at first since she was trained for this. But that all changed when she saw Acree get out of the ship and saw how shooked up she was. So Ruby called out Crescent Rose in gun mode and looked around with Crescent Rose's scope. This made Jack even more worried. But once Ruby was done looking around she got up and started to walk to Arcee slowly while looking around for trouble. Jack followed Ruby and so the two made it to Arcee which Jack spoke up. "Arcee whats wrong."

At hearing Jacks voice Arcee got out of her flash back to whose ship it was. "I know who this ship belongs to."

Ruby just looked at Arcee for a moment but then put two and two together. Ruby only knew one Bot that could get Arcee like this. "Oh no, don't tell me it's her ship?"

Jack looked at Ruby. "Her? Her who?"

But neither of them answered him instead Arcee tried to get hold of the base. "Arcee to base I need a ground bridge now."

"What?! Why?!"

"Scrap the comlink is down."

Ruby looked at her scroll. "No bars, she must be blocking us."

"Come on you guys who are you two talking about?"

Arcee just looked at the two. "Wait here."

Ruby looked at her in concerned. "Arcee that might not be the best idea. I know about what happened and it might be best if we try and get as far away as we can and try and find a place to call for back up."

But Arcee didn't listen and walked off. "Oh, scrapping dust!"

Jack just looked at her. "Ruby, what is going on? Why you two being like this?!"

Ruby just looked at him. "Before Cliffjumper, Arcee had another partner. And if the ship belongs to who I think it is, then the one who killed him right in front of Arcee is now here on Earth."

Jack just looked at Ruby in shock and Ruby called out the Ice Dust gun and gave it to him. "Stay close, Arcee means well, but the owner of the ship will more than likely come back to her ship and we don't want to be here when she does."

Jack took the gun and the Two went to catch up to Arcee.

By the time the two found her, Arcee lost in her memories. "Arcee."

At hearing her name Arcee got out of her thought and looked at Jack and Ruby before going into her alt mode. "Get on!"

The two did as they were told and Arcee went crazy on the driving and once she stopped the two got off as Arcee tried to call base again. "Arcee to base do you read me?!"

Ruby just gave Arcee a deadpan look. "Arcee we didn't go all that far from the ship. We would need to get a whole lot farther to be able to call the base."

"You two wait here and I mean it."

Ruby gave her the Optimus look. "Arcee, you're not thinking clearly and you're still in trouble for that street race you and Jack did. So Ratchet put me in charge this time remember? And I think it is best that we get much farther from the ship and call for back up."

But Arcee didn't listen and drove off. "She is in so much trouble when we get back to base."

Jack looked at Ruby. "So what now?"

Ruby looked at him. "Give my your Ice gun, I want to give you something else now that we have an idea of who we're up against."

Jack did as he was told and Ruby gave him a slightly bigger gun. "This gun is not only powered by Ice Dust but Fire, Earth, and Wind Dust. the red trigger is to fire when the blue is to change Dust. The color of the tip of the gun tells you which Dust is in use. red is fire, green is the wind, brown is earth, and white is ice. And don't tell Miko I gave you this I don't think she is ready for this type of gun, got it?"

"Got it."

"Good, now let's go find Arcee before she gets herself killed."

And with that, the two went off looking for Arcee.

Meanwhile, Arcee was walking looking for the Con that has been haunting her for so long. Which she finally found her not long after she found some of the Cons acidic which made her think about the fight on Cybertron when she ran through ruined buildings while radioing Delta Team for backup. Traded banter with her first partner Tailgate before asking directions, and stuck to a nearby wall by a glob of webbing. Then found herself chained up, as a prisoner of a Con, who then scratches her face with an acid-emitting talon. When she found the Con only one thing came to mind. "You're not taking any more lives."

And with that Arcee jumped on the Con and the two rolled down a hill. When the two landed they were at different ends. The Con looked up at her and knew who she was right away. "Arcee, small universe."

"Too small Airachnid."

"You're still holding a grudge? The war has been over for mega cycles."

"Tell that to Decepticons."

"These days, I travel solo in pursuit of my new hobby."

"I got a look at your souvenir case."

"You mean my trophies. I collect endangered species. Of course, they aren't really endangered...Until they meet me. And right now I have a slot for Human."

"Not going to happen!"

And with that, the two started to fight. Arcee started to hit Airachnid with some kicks which Airachnid hit back and Arcee then called out her blasters and started to shoot at Airachnid who then used her web to wrap up Arcee's arms together. Which she used that to pull Airachnid and made her fall to the ground. Arcee then got out of the web just when Aircahnid started to use her blasters to shoot at Arcee. Which Arcee runs up to her and then kicks her to the ground. Arcee was about to go for the kill when she heard something. "Arcee where are you?!"

"Jack, if that ship is Airachnid's the last thing you want to do is call out a Bots name!"

"Wait the Con's name is Airachnid? What is she a Spider Bot or something?"

"Yes!"

"Oh..."

"Oh no, Jack, Ruby."

Airachnid took advantage of this and not only got Arcee off of her but used her webs to get Arcee stuck to the cliff wall. Which at that moment Jack and Ruby got there and saw what happened. "Arcee!"

Ruby used some Earth Dust and got Airachnid trapped in it, and then the two ran up to Arcee which then Ruby turned Crescent Rose from gun mode to scythe mode and cut the web. "Arcee are you okay?"

"I thought I told you to stay put?!"

"And I thought Ratchet put me in charge today?!"

At hearing that Arcee optics widened because Arcee knows that if Ruby saw a good reason as to why Arcee didn't listen to her she would let it go. But going out for revenge wasn't one of them. Meaning she was going to get it when she got back to base. "Oh Scrap."

At that moment Airachnid started to laugh and the three looked at her. "So Arcee are you now a Humans pet?"

Ruby looked at Airachnid. "Hey! That is so not true!"

"Well then you two humans must be Arcee new partners then, and something happened where you got put in charge today. Which being partners with Arcee are a bad thing. She and I know what happened to Tailgate and I pick up that Cliffjumper is now one with the Allspark. So is it such a good idea to be near Arcee?"

"Well, I have a living bad luck charm for an Uncle so..."

Airachnid was now trying to get out of the rock she was in when an odd light showed up above her. Which Ruby and Jack knew what it was right away. "Oh no not now!"

Arcee was about to ask them what they meant by that when two small human girls fell out of the odd light. Which the two would have landed on top of Airachnid if Ruby didn't use her semblance and got to them and brought them to where Arcee and Jack were standing at which shocked Airachnid at seeing how fast Ruby can be. Ruby then looked to see who the two from Remnant are which when she looked at the first one her eyes widened. "No way it can't be!"

The first one had red hair in a waist-length ponytail, curled slightly into a loose ringlet, she wore light-green eyeshadow around the far upper corners of her eyes. She was tall and quite muscular compared to most girls. Her top consisted of two layers. The top layer was a light-brown, strapless top split divided vertically with some bronze patterns, the bottom layer is a low bronze V-neck. The girl also wore an elastic, black, A-line mini skirt and brown opera-length gloves on both arms. She wore a red ankle-length drapery that wrapped around her skirt, which was held by a shield and spear emblem that Ruby has seen before. She wore a bronze circlet headpiece that could be seen above her ear and under her bangs. A pair of small, green, teardrop-shaped emeralds hangs from her circlet on thin chains. She also sported a large bronze gorget around her neck and a bronze bracelet on the upper half of her left arm. She had elaborate bronze greaves that start below her mid-thigh, continuing downwards into her boots. She also donned a bronze bracer on top of the sleeve on her left arm, which was able to connect and disconnect from her shield easily. Her high-heeled boots are brown with bronze trim, matching her skirt and sleeves, and reach up to mid-calf. Ruby just looked at the girl for a moment before saying the girl's name. "Pyrrha...?"

At hearing the name shocked Arcee since Ruby told her that Pyrrha was killed. But then the girl who Ruby called Pyrrha opened her vivid green eyes. "Ruby...?"

Ruby smiled and looked at the other girl to which shocked Ruby even more. The other girl had short, rather curly orange hair that came down to her chin, and she wore a pink bow on the back of her head. She wore a whitish-gray old-fashioned blouse with short gray feminine overalls, as well as a black and green collar with a matching pair of stockings, green lines on the side of her stockings also appear to glow at times. She had what appears to be a small and thin backpack. "Penny...?"

At hearing that name shocked Arcee even more since she knew that one Penny was last seen dead and two Penny was the only living Bot in Ruby's time. The girl's opened her bright green eyes. "Ruby...?"

"Oh, my Dust you two are alive!"

Pyrrha looked at Ruby. "Yes but how? I remember Cinder killing me?"

"Primus must have thought that we need you and Penny help to fight Salem."

"Who and who now?"

"Oh right hang on."

Ruby once again placed her hands on Pyrrha and Penny and started to say the words needed for it. "Remember everything that you of this time remembers now, and gain more as time moves on."

Just then the two remembered every thing and Pyrrha groaned. "Oh, Ruby, I'm so sorry for what my past life said to you when he and you first met. You had every right to pin him down that day!"

At hearing that both Ruby's eyes and Arcee's optics widened knowing who Pyrrha was talking about. "Wait, hold up Pyrrha, your past life was Cliffjumper?!"

"Um... Yes."

At that moment Jack spoke up. "If both of you were killed in Ruby's time and you two only showed up now because Airachnid said two dead Bots names then Penny is..."

Everyone looked at Penny who was looking at Airachnid. "Why did we have to show up in front of my past life killer?"

At that moment Arcee lost it. "Tailgate?!"

At hearing her old name Penny nervously smiled at Arcee. "Hey Cee been a while."

At that moment Arcee didn't know what to do. Part of her just wanted to hug them all and cry, a part wanted to pass out, and another part of her wanted to kill Airachnid right away to make sure she didn't kill Tailgate again along with Ruby, Pyrrha, and Jack. Which at the thought of Airachnid Arcee looked at the Con which at that moment shot her with some webbing which the four teens saw this. "Arcee!"

The four were about to go help Arcee but then Airachnid grabbed them with some of her webs and threw them like a sling shot into the forest. Which as soon as that was done Airachnid finally got out of the rock and was smiling at Arcee. "Let's play a game Arcee. It's called find the four Humans If you find them and get them out of this forest you win. But if I find them and kill them you lose also I get a head start. Have fun getting out of my web."

And with that Airachnid left Arcee now looking for the four teens.

Mean while with Jack, Ruby, Penny, and Pyrrha. Ruby was able to cut them out of the web and grabbed Jack and yelled something out to Penny and Pyrrha. "Do your landing strategy's!"

At hearing this confused Jack but the two other girls knew what Ruby meant and did as they were told. Which it didn't take them long to get on to the ground safely after that Penny looked at Ruby. "I don't know what is going on here, I mean I now know about my past life. But why are we in the past?"

"Well, I'll tell you more when we get back to the base. But the short story is Megatron is being possessed and is now known as Salem. So Primus had me reborn since Megatron and I go way back to kill Salem and is having others join in as well."

At hearing that Penny's eyes widened. "Wait, your Optimus Prime's next life?!"

"Yep."

Pyrrha looked at Ruby. "So what do we do now?"

"Well think of this as if it was initiation day but with different rules. Jack is a normal Human of this time frame so he is our relic. We need to keep him safe and either find Arcee or find a place where our scrolls have a signal and call for help back at the base. And we need to keep an eye out for Airachnid."

The two girls nodded their heads at Ruby and Pyrrha called out her weapon and shield. "Right."

Ruby looked at Jack. "Penny, Pyrrha, and I will take a triangle formation. I want you Jack to stand in the middle of us. I might have given you a gun but Airachnid is was above dealing with Scraplets."

At hearing the dreaded vermin the two red head shuttered. And the four began to walk looking for any signs of either Arcee or Arachnid. Pyrrha looked at Ruby. "So, if people from our time is coming to Earth who else is here so far?"

"Well, General Ironwood was the first one to come after me his past life is Agent Fowler."

At hearing that Penny whipped her head to Ruby. "Wait the General is here?!"

Ruby looked at Penny. "Yep and after him Wheeljack next life's came which are both my Uncle Qrow and Aunt Raven who is Yang's real mom. Then you two and that is all we got at the moment."

The two red heads nodded their heads and they kept an eye out for anything that was out there, Jack looked around as well. "Hey, Ruby if Miko was here she would start going on about how this forest looks like something from a scary movie or something like that?"

Ruby then looked around and saw what Jack was getting at and now got something stuck inside her head. "Great, now I have Slender Soundwave in my head again!"

Pyrrha and Penny looked at Ruby in confusion and Pyrrha asked the question. "I'm sorry, what?"

"Oh, Miko another human from this time frame that is now part of Team Prime showed me this video game called Slenderman and Slenderman matches Soundwave perfectly."

Penny was now one to speak. "And what about Airachnid?"

Ruby thought about it for a moment. "I would have to say she's best compared to some anime character called Junko Enoshima. But at the moment this place looks more like something from Slenderman with this fog and that it is getting dark out here. If Soundwave some how shows up with the slender man song playing. I'll..."

Just then the four heard something and all the girls in the group could tell that it was Airachnid. So Penny grabbed Jack and was about to hide but Ruby grab Penny's other hand and whispered. "From what Optimus knows of Airachnid, I know for a fact that even if we hide behind rocks she will see us. She has something in her optics that can show living things that are hiding. Our best bet is me using my semblance to get us out of here."

Penny just looked at her. "But Ruby back in our time you had a hard time running with me because of my metal body's weight there is no way you can take all three of us at the same time."

Ruby smiled. "Penny I've been in this time for some time now and Team Prime has been having me work on my weak points. I can do it now."

The group didn't have much time left because Airachnid was getting too close for comfort so Ruby used her semblance and turned them all into rose petals and zoomed off which Airachnid saw this and tried to stop them with her web but the petals split up and went in five different directions. Which Airachnid didn't know which way she should go at the moment but this just made her smile. "So you're going to make it hard. I like that, I like that a lot. It makes it all the more fun to hunt you down."

Back to where Arcee was at, she was still trying to get out of the web. "I'm Sorry, Jack, Ruby, Pyrrha... Penny. I should never have looked back I should of... kept... driving."

Arcee then went into her alt mode and drove out of the web and started to look for the others. "Hang on, I'm coming."

Meanwhile, with the others Ruby found Airachnid ship and she stopped her semblance looked at her. "Ruby why we back at Airachnid's ship? I thought you said it is a bad idea to be near it before Pyrrha and Penny showed up?"

"That maybe be true but Airachnid's ship wasn't all that far from where we last saw Arcee if we go the same way we did before we first saw Airachnid, we might find Arcee."

"Oh."

Pyrrha looked at Jack. "Also, Airachnid is most likely still trying to figure out which rose petals to follow."

Penny then saw something that she didn't like. "Or she had a really good guess and is heading this way."

Ruby grabbed Jack and started to head to the ship. "Get under the ship, her eyes can't see through that type of metal. Pyrrha when she gets close use you're semblance to move some of the metal in the ship to make her think were inside it."

They did as they were told and soon Airachnid was standing in front of the entrance to her ship. "If you four wanted a tour all you had to do was ask. Did you find the empty slots? It is where your heads will be placed."

The four stayed quiet but they also saw that the ship was leaking Energon which gave Ruby an idea. Ruby used her semblance one more time to get them away from the ship but still close enough to see the Energon leak, Ruby looked at Pyrrha. "Change your weapon into gun mode and start shooting the leak with some Fire Dust bullets."

Ruby then was holding Crescent Rose in gun mode and looked through Crescent Rose's scope, Pyrrha did as she was told and Ruby only said one word. "Fire!"

The two started to shoot at the ship and as soon as Airachnid heard the shots she ran back to the front entrance to her ship but didn't see what was going on so she walked out onto the top of her ship and saw Ruby and Pyrrha shooting and her ship. "What are they up to?"

She ran on her ship and as soon as she got to the end she saw the leak. "Ruby, Jack, Penny, Pyrrha!"

And at that moment the ship exploded, and the four sighed in relief and started to walk away when all of a sudden Jack's foot got caught in some web. Ruby looked at it then where she thought it came from to see Airachnid who is on fire literally. "Oh, come on!"

Airachnid shot more webs at them but Ruby turned Crescent Rose from gun mode to scythe mode and cut the on coming webs. Penny then walked up in front of them all which worried Jack. "Penny wait!"

Penny looked at Jack. "Don't worry Jack."

She then looked at Airachnid. "I'm combat ready!"

Ruby looked at Penny to see that her backpack was now mechanically opening up which made Ruby's eyes widened. "Oh no, Pyrrha get Jack out of here! I don't know how far Penny is going to go. But if she going to fight like she did at the docks and not how she fought at the tournament. It might be best that he is far away from her. Plus your semblance isn't good for Penny so I can't leave you here with her."

Pyrrha nodded her head and turned her weapon on gun mode to sword mode and cut Jack out of the web. And as she grabbed Jacks hand a single sword comes out of the backpack which made Airachnid chuckle. "A sword? Really that is the big bad weapon that your friends are worried a...?"

Arachnid didn't finish her sentence because the sword started to split up into many swords floating in the air and were now heading to Airachnid. "What the?!"

Airachnid started to fight back, but Penny was having the upper hand and soon the swords swirled around together and a green light showed in the middle of all the swords which at the time Arcee showed up and Ruby's eyes widened. "Hit the deck!"

Arcee, Jack, and Pyrrha did as they were told and got down which at that moment a green laser was now heading towards Airachnid, which she jumped out of the way and saw that everything that was hit by it was destroyed and looked at Penny in fear. "Oh, I'm so out of here!"

And with that Airachnid dug her way out of there which Arcee saw. "So much for closure."

Arcee then looked at the four. "Are you all okay."

Ruby nodded her head. "Were fine, but I don't know how long that will last."

At hearing that everyone looked at her and Jack asked the question. "Whys that?"

"I just looked at my scroll and I got many missed calls from, the base, Optimus, Ironwood, Uncle Qrow, and Raven. I don't think they will be all that happy with us not getting a hold of them right away."

"Oh great just what I need, I'll call the base."

Which that was what Arcee did. "Arcee to base do you hear me?"

"We hear you. And what took you so long to call back!?"

"Sorry Ratchet, the Energon signal wasn't untapped Energon but a Con ship that was blocking us so we couldn't call for back up."

At that moment Optimus spoke up. "Are you all okay?"

"Ruby, Jack, the two new humans from Remnant, and I are fine."

Just then Miko cut in. "Two new people cool, who was their Bot selfs?!"

Arcee just smiled. "Cliffjumper and Tailgate."

At that moment Bulkhead cut in. "I thought that something had to happen with their Bot selfs before they could come?! "

"Well, when Airachnid said their names they just showed up."

At that moment all of Bots and people from Remnant all shouted the same thing. "Airachnid?!"

"Look can we get a ground bridge? I just want to get back to base and take Jack home before June grounds him for life."

"Alright hold on."

Ratchet then Opened the ground bridge and the five went in.

When they got back to the base Bulkhead started to laugh. Ha, ha, ha so Cliff does become a girl in his next life."

But Qrow, Raven, and Ironwood just looked at the two new comers. They just looked at them for a while before Ironwood Spoke up. Penny, Pyrrha?"

"Yes, sir."

"Um...hello."

At hearing that all the Bots froze which confused Miko and Raf. "Um... What is going on?"

Jack was the one to tell the two. "Pyrrha and Penny were killed in Ruby's time. But it looks like Primus thinks that Ruby needs Pyrrha and Penny help to fight Salem. So he brought them back to life and in our time."

At that moment Miko lost it. "That is so cool! So which is which?!"

"Well for those who don't know us I'm Pyrrha Nikos my semblance is the ability to control magnetism. But everyone from Team Prime would know me by my past life name Cliffjumper."

"When my name is Penny Polendina and I'm the world's first synthetic person capable of generating an Aura at least in Remnant. To the Bots, I'm known as Tailgate."

"Cool."

Ruby just shook her head. "It has been a long day, I think Jack, Miko, and Raf should go home."

And with that, the three went home when Ruby showed Penny and Pyrrha to their new room.