Author's note. Finally have exams and all reports out of the way which means I'm done for this year. I'll be graduating University in June, can't believe it's over. Anyway, I hope everyone likes this chapter, sorry for the wait.

Suggestions are welcome.

Enjoy and please review.

"We can't find Valour!"

Those words pounded and echoed through Optimus's processor as he raced to the area his team was in. He could not believe what he was hearing; one of his worst fears was coming true. Valour was lost and no one had any idea what had happened to him, he just seemed to have disappeared off the street without a trace.

"Primus," he begged as he sped to the scene. "Please, please let him be okay."

Blackarachnia POV

Blackarachnia smirked as she cradled Valour to her chest; he was currently sucking on a rust stick. She had given him the treat to distract him while they waited for his daddy to arrive. Below, the other Autobots were frantically searching for Valour but both of them were way out of sight. She'd assured the little Sparkling that it was all a game and that he didn't need to worry about a thing.

Since he was a Sparkling, he readily believed her although he did look a little upset at how worried his uncles were. But again, she assured him that they would all see the funny side of things afterwards so that thought kept him settled. She glanced to one side and spotted a fast approaching vehicle and smirked. Unless he missed her guess, that was Optimus currently speeding towards them.

"Is that your daddy?" she cooed to the Sparkling who nodded.

"Uh huh, that's him," Valour replied thickly, his mouth full of rust stick.

"Hold on," she cautioned the young bot. "Let's go and meet him."

Tightly holding the Sparkling, she leapt to a slightly lower building so that she could watch Optimus pull up and transform. She watched as he started angrily gesturing to his team who were shaking madly with worry. Optimus held up a hand and barked out a command, sending them all in different directions to look. He himself surveyed the area before looking like he was going to rush off as well.

Well, she couldn't have that.

"Call out to your daddy, let's play the game," she whispered to Valour who eagerly yelled out.

"Daddy...up here!"

Optimus came to a screeching halt, turning and staring up in horror at the shadowy figure who was holding his son aloft. Valour offered his daddy a wave, not quite able to make out the terrified expression on his father's face. Blackarachnia smirked as she saw Optimus's fists clench and he bellowed.

"Who are you and what do you want?"

"Come and find out," she called back, shooting out a web and suddenly swinging away.

Valour squealed with delight as Optimus let out a snarl and charged after them. Blackarachnia laughed as they were chased, she knew that soon Optimus would start using his grappling hook but she had a pretty good head start on him. Although she was careful not to go too fast, she did not make it easy for the Prime, especially when he finally did take to the air.

"Where are we going?" Valour squealed and Blackarachnia replied.

"Not far, little one, just hold on tight."

"Okay...eee," he yelped as they suddenly shot upwards.

As she leapt, Blackarachnia spun a safety web net around Valour before attaching him to her back as she transformed. She heard a muffled oath of shock from down below and felt irritation and brief shame flare across her Spark. But she ignored the feeling and continued up a very tall building, going much faster in her spider form.

"You're a spider," Valour gasped as he clung onto her but she didn't bother to answer.

Instead she concentrated on reaching the top, to make time to compose herself. She would not allow herself to appear flustered in front of her old friend. She still didn't know what she was going to do but she what she did want to do was talk to him. Finally, she reached the top of the building and quickly scuttled over.

"Whoa," Valour gasped as she plucked him from her back and transformed.

Carefully tucking him against her shoulder, she waited for the Prime to finally catch up with them.

"Daddy doesn't like spiders," Valour mumbled to himself as she glanced down at him.

"Really?" she said in a neutral tone.

"Yeah, I don't know why," he replied with a shrug. "He just really doesn't like them."

He paused and then said.

"But you're not a real spider, I'm sure he'll like you."

"Oh, I'm sure," she said softly, trying not to sound cold.

At long last, Optimus hauled himself over the edge of the building and he stood there, fury and worry rolling off him. Blackarachnia smiled at him, giving him a good flash of her fangs as she held Valour to her breast.

"Put him down now," Optimus growled, taking a step forward.

"Now why would I want to do that?" she asked, lifting Valour up so that she could give him a kiss. "He's such a cute Sparkling, I could just...eat him all up."

While Valour didn't react to this, Optimus flinched violently. She wondered if he was thinking of the planet where Elita One had been lost but didn't dwell on it. Still smiling widely, she purred.

"You're rather handsome for an Autobot, maybe we could go out for a drink sometime?"

Optimus stared at her in disbelief as Valour looked delighted. He seemed to collect himself and then said coldly.

"I don't think so; I don't go out with Decepticons."

He shot the purple insignia a dark look before looking back into her face. Mind you, he did actually have a good reason for not liking Decepticons, she had to give him that. Unlike many of the other Autobots who'd never even seen a real Con, Optimus had experienced them first hand and said experience...obviously wasn't a good one. This meant she didn't feel as angry as she might have done, she understood what it felt like to be betrayed and hurt.

"Ah, what a shame," she said with a mock disappointed sigh.

"Daddy...daddy...daddy," Valour cut in eagerly. "The spider lady says she'll go out with you, you should go."

With an expression of deep suffering, Optimus said in a voice of forced.

"Valour, that's something I'll do for myself, you can't ask ladybots for me."

"Oh don't be mad," Blackarachnia purred, stroking Valour's back. "He's just looking out for your best interests, he's such a sweetie."

"Yes, he is," Optimus said slowly. "Although I'm sure if you and your friends had their way, he wouldn't be."

As Valour looked confused about this, Blackarachnia replied calmly.

"And what friends would those be?"

"You know who I mean," Optimus retorted and she really did smile now.

"Ah but you don't know who my friends are Optimus," she said softly. "For all you know, I have some Autobots as my friends."

"I doubt that," Optimus sneered with surprising venom.

There was a pause and then Blackarachnia said quietly.

"So...you don't consider yourself my friend anymore?"

"What are you talking about?" he demanded, after a moment's confusion. "We've never met before."

"You're very certain of that," she said as she started to prowl around him, still keeping Valour against her chest. "And yet I know things only a friend would know."

"Like what?" he asked suspiciously.

"Well," she began silkily. "I know that you and some others used to make a game of placing stickers on a certain Prime's chin...that is until you became overly serious about things. I know that one of your favourite places to get away from things was on the observation tower where barely anyone else went. You enjoy the works of Pepperpot and Blackspot but not those by Dious and Pride."

Optimus snorted.

"Any could find that out," he pointed out."

"Maybe," she conceded. "But how many bots have you told that you didn't want to just be a Prime. You wanted to go to new worlds, to meet more beings and if they needed it, offer them help. But more than that, you just wanted to have a family that would be proud of you. A mate to love, honour and protect and some Sparklings to watch grow up."

Optimus's jaw had slowly fallen open and his optics were wide with shock and perhaps a hint of anger.

"I...I've only told a single bot that," he whispered hoarsely. "And she died a long time ago...how could you know that?"

"Because," Blackarachnia said bitterly. "I didn't die; I was merely transformed into a freak!"

"Huh, what's going on?" Valour piped up, very confused now as Optimus's knees trembled and he fell onto them.

"Elita?" he whispered as though he couldn't believe it.

Blackarachnia didn't reply, she just glared at him, her expression one of pain and bitter resentment.

The silence was interrupted by Valour piping up.

"Wait...you're Elita One?"

"I was," the Femme replied, still sounding very bitter. "But that was a long time ago, little one, when I was still an Autobot and a real transformer. Now, I am Blackarachnia, Decepticon and Techno-Organic freak."

"You're not a freak," Valour exclaimed. "What makes you a freak?"

"I'm half spider, half bot," she spat. "Even being fully organic would be better than this but I can't do anything about it."

"I...I thought you were dead," Optimus whispered. "I couldn't detect your Spark..."

"The rocks blocked it," Blackarachnia growled. "You left me there and I was overwhelmed by those spiders. They bit me...they injected me with their venom and I turned into this...abomination. And I remained on that planet for solar cycles before I was picked up by anyone. And it wasn't Autobots Optimus, no Autobot would go near that damn planet."

"I...we didn't want anyone to meet the same fate," Optimus choked out, his optics bright with grief. "That whole planet was too dangerous, we shouldn't have gone there."

"No, if only we'd listened to you," Blackarachnia said with bitter irony. "If only we hadn't been greedy, then we'd probably be where all three of us wanted to be."

"And I wouldn't have met Megatron," Optimus added quietly and Blackarachnia flinched as she remembered that Optimus had suffered to.

Valour was looking doubly confused now and even a little worried. But then Optimus gave a small smile and said.

"But then again, if I hadn't left Cybertron, I never would have had my son Valour. And he is the best thing in my life."

Valour flushed and nuzzled himself against Blackarachnia's chest. Before she could say anything, Optimus suddenly moved forward on his knees with surprising speed. Once he reached her, he suddenly grabbed her free hand and held it to his lips.

"Elita, neither of us can change the past," he began softly as she stared at him utterly shocked. "All we can do is move forward, no matter how hard that may be."

"I...," she began but Optimus continued.

"I can never make it up to you what happened but I hope you can see there's one innocent in all this."

He indicated the little Sparkling before saying.

"Please Elita...do whatever you want to me but don't tell Megatron about this planet...about us. If he knows about us, then you know what will happen to my beloved and many others. You know Elita."

Having said his piece, he bowed his head, Blackarachnia's hand still pressed against his face. Her mouth was dry, what was she meant to say to that? She had been so angry at Optimus, because she had trusted him, because he had almost saved her...because he was the one who warned against going to that planet. But he had also suffered, suffered greatly and had only just managed to get his life back together.

And she could destroy it all.

"I don't understand, what's happening?" Valour said, sounding upset because he didn't understand what was going on.

"It's alright," she said quickly, giving him a little kiss. "You're daddy and I are just discussing a few things, it's okay little one."

"You're Elita One, daddy's best friend?" Valour mumbled, clutching tightly to her.

"I...I was," she admitted softly. "But...I'm not that Femme anymore little one, too much as happened to me."

"Because you're a spiderlady?" Valour questioned and she replied.

"In part."

"Daddy's missed you," Valour stated solemnly. "He's always sad on Halloween because he loves you."

"I didn't know that," she said softly as she stared down at the Sparkling who looked at her with wide optics. He'd never hurt her and didn't even seem disgusted by her appearance. If she gave up Optimus, then she'd also have to give up Valour. Even if the little Sparkling was hidden away, he'd be separated from his daddy for reasons he wouldn't be able to understand.

"Well he does," Valour said firmly. "I'd be really sad if something happened to my best friend Sari. I don't know what happened with you and daddy but we can make it better."

"How would you make it better?" she questioned.

"We could look after you," Valour suggested. "And maybe...maybe we can help you, the Professor's really clever and Ratchet's a doctor."

"Medic," Optimus murmured against Blackarachnia's hand.

"Yeah medic," Valour agreed as Blackarachnia smiled sadly.

"I'm a scientist little one, I've tried everything."

"Doesn't mean you should give up," he pointed out optimistically. "I mean, Sari's Key might be able to do something."

"Key?" she repeated.

"Valour," Optimus said warningly before saying. "If you did stay, we could do as Valour's suggested but I cannot allow you to leave with any information if it's going to be sold to the Decepticons."

"Is that so?" she said softly as Optimus said.

"I'll do anything to keep Valour safe, anything."

She paused to digest this; she knew he meant every word. If she threatened Valour, then she was his enemy but if she did nothing to put the Sparkling in danger, then she needn't worry. The former Autobot wasn't sure what she should do but she was intrigued by Valour's mention of a 'key'. What did that mean and how could it help her?

"Well," she began slowly. "He is such a sweet little Sparkling...be a shame to mix him with all those uncouth brutes, wouldn't it?"

"It would," Optimus agreed but that was all he said. He was clearly waiting for a definite answer.

"I...I won't tell anyone about this planet...or about you and Valour. But I'm not saying we're even, not by a long shot."

Optimus barely seemed to be listening; he had risen to his feet so fast that she didn't have time to react. Just as she was opening her mouth to ask what he was doing, he'd taken her in his arms and kissed her right on the mouth. Valour squealed and started giggling as Optimus continued the kiss, even bending her backwards slightly.

Blackarachnia's optics widened in shock, she could barely remember being kissed, let alone being kissed like this. Unbelievably, she started to melt into the kiss, even making a soft moaning sound. Maybe the little Sparkling had softened her up, maybe she just felt sorry for her former friend but she didn't attack him or even try to push him away.

Finally, Optimus finished and just held her, smiling down at her.

"Thank you," he said softly as Valour squirmed upwards so he could nuzzle his daddy. "For doing the right thing Elita."

"It's Blackarachnia," she corrected and Optimus shrugged.

"You'll always be Elita One to me," he said softly and she could swear she felt her Spark flutter before she clamped down on the emotion.

"I'd better get going," she said shortly as she pressed Valour into Optimus's arms. "It's been a tiring cycle."

"Do you want to come back to the base?" Optimus asked gently.

"No," she started to say before feeling a slight pain on her stomach and felt her senses start to reel.

As she swayed, Optimus held her close and whispered.

"I'd rather keep you close for now, Elita, I'm sorry but I really can't take any risks."

"You...," she slurred as her vision began to blur, who knew the slagger kept sedatives with him? And what was worse, if they were designed for normal robots, they were twice as powerful when used on her.

"We will try and help you," Optimus assured her as her limbs failed her and he scooped her up in his arms. Valour was now snuggled against her chest again, sucking on a treat as he stared wide eyed at her.

"But I have to insist you stay with us for now, we'll take later."

She couldn't even manage to scowl at him, she was sinking further and further into the drug induced warmness.

"S-sla-a-a...ger...," she choked out before she was finally out for the count.

"Did you put her to sleep, daddy?" Valour asked and Optimus nodded as he headed towards a stairwell.

"Yes but she'll be alright," Optimus said gently as he called the others on the comm. to let them know everything was alright. "Things are very complicated between us Valour but she's angry with me. I can't risk her getting mad and doing something rash before we've talked properly."

"But what could she do?" Valour questioned. "And what does it have to do with the Decepticons?"

"I did something which angered their leader," Optimus said simply. "Now he wants revenge and that's why we can't let any of the Decepticons know we're here. Because he would want to lock me up and I couldn't take care of you."

"What did you do?" the Sparkling asked and Optimus paused as he considered.

"I helped to free an innocent being, one that the leader was going to hurt," he said softly. "But he considered this being his property and is furious at me. I'll explain more when you're older, okay."

"Okay," Valour said, wrinkling his nose. He didn't like 'when you're older' answers but he sensed his daddy needed a break. So he simply cuddled against both his daddy and his brand new mummy.

Author's note. How does the rest of the team react to Blackarachnia? How does she react to being held at the Autobot base? Find out next time, until then.