AN: HOLY SHIT. I really am sorry for not updating this more often. I got laid off so I've been looking for work. That and finishing up classes. What's that you say? I'm making excuses?

DAMN STRAIGHT!

Please review.

This will be the beginning of Airachnids past. Everything that is written in her past time will be written like this in italics.

Everything written in the present time will be written normally like this. Just to clear up the confusion.

Also another thing. All of the events that the Autobots see will be through Airachnids optics. Because they are watching her memories. HOWEVER I will put some scenes in that she won't remember because she wasn't physically there. Only you the reader will see what happened in those scenes. I'll separate the scenes that take place in Airachnids memories starting with the phrase…Inside Airachnid's Memories.

Everything in those memories will be viewed by everyone in the base.

LET'S DO THIS BITCH.

…

A big screen turned on as the chip slowly began the process of uploading its contents into Airachnid's memory banks.

"Wait a sec." Said Jack. "We're going to see her memories as well?"

Ratchet grumbled. "I have to keep an eye on the process until it is completely done. Or else her memory banks might suffer irreparable damage. I would tell you all to leave in order to keep her memories private but… I know your burning curiosities will not get you to leave. Especially you Miko." Said Ratchet.

"Aww Ratchet you know me so well already." Said Miko.

Ratchet grumbled. "Just keep it down."

Jack looked down at his pedes, his faceplates showed sadness.

Arcee noticed this. "Jack?" She asked, worry in her optics

Jack weakly looked up at Arcee and sighed.

"Arcee I…I know what happens." Said Jack.

Everybody looked at Jack.

"He told you after you died?" Asked Ratchet, knowing full well what happens as well because Jack told him earlier.

"He?" Asked Arcee. "Who?"

Jack looked on at the static filled screen. "You'll see Arcee."

"Why did you not bring this up earlier Jack?" Asked Optimus.

"Sorry Optimus. I….just didn't want Airachnid to know about it yet. It's…."

Silenced occurred.

"It's just that some parts won't be pretty to watch."

…

Iacon. Truly a jewel of Cybertron. The buildings towered over the inhabitants as they did their daily commute, some seekers flying to their destinations. The buildings however towered over something else.

A small turbofox was sniffing through the alleyways in the lower grungier sections of Iacon.

Looking for something.

It looked over at a dumpster and its tail perked up.

The turbofox barked and ran to the dumpster.

Inside Airachnid's memories.

A dark slender figure was rummaging through some waste containers next to a restaurant, her spider legs sorting through the trash.

Airachnid.

She put some things of use into a travel container she had as she continued to sort through the junk, however she soon heard a bark and looked over at her companion.

"Downpipe! Did you find something?" She asked as she quickly went over to the Turbofox who was digging through some trash.

Downpipe barked at a container which Airachnid picked up.

"No way." She whispered.

Airachnid opened the container. Her faceplates held a massive grin.

"Rust sticks! A whole case of them!" She said with amazement.

Downpipe happily barked.

"Why would they throw them away?" She asked as she took one out on the container and took a small bite out of the tip.

"They seem to be fine. Just a little hard." Said Airachnid as she smiled at Downpipe.

"We better go home." Said Airachnid as Downpipe jumped into her arms and she transformed into her spider mode and made her way along the buildings to their home, nestled in between two large buildings in the lower section of Iacon.

Airachnid sighed as she entered a small makeshift shack at the back of an ally.

She smiled at Downpipe and gave him a rust stick.

Downpipe began to gnaw on the stick as he rolled around the small shack.

Airachnid laughed a little before going over to a small table and sorting through what she had found.

"Some old data loggers, defective energon locators, and a lot of empty energon cubes."

Airachnid sighed.

"Although I wish there was at least something in them."

She then started to feel hungry.

"(Sigh.) I guess I better find some energon for the night." She mumbled.

Downpipe, who was now finished with the rust stick was now looking at Airachnid with a curious tilted helm.

Airachnid smiled at Downpipe. "Wanna help me find some energon?" Asked Airachnid.

Downpipe barked in conformation as his tail wagged happily.

Outside Airachnid's Memories.

A mech walked out of a supply store carrying a large energon container. He hummed to himself as he walked down a semi busy avenue in the mid-level of Iacon. His waxed brilliant white paint accenting the blue flames he had on his frame, his steps shown confidence as some mechs and femmes stepped out of his way. Many of the femmes looking at him with expressions of affection, even lust. Even a couple of mechs even looked at him like that, but the majority didn't even care.

He turned and went down a small street to the right. But suddenly he stopped and noticed something in the middle of the street.

A small turbofox was sitting on the street with one of its paws in the air in front of it. It was whimpering loudly.

Inside Airachnid's Memories.

The mech got closer to Downpipe as Airachnid looked on. Specifically at the energon he was carrying.

Which was a lot.

Airachnid's mouth began to water. This energon would last them a whole week with no problems.

However she did feel kind of sorry for steeling….but nobody felt sorry for her so it was a tradeoff.

According to her own logic.

The mech set down the container and went closer to Downpipe.

"Are you okay little guy?" Airachnid hears the mech ask.

The container was left alone.

Time to strike.

Airachnid transformed into her spider form and quietly walked up a building before spraying some web and lowering herself, slowly getting closer to the container.

'Just keep him distracted Downpipe. I'll shoot up quietly when I grab the container.' She thought.

"Wait a sec." Said the Mech. "Your paw isn't broken." He said with a raised Optic brow.

The mech suddenly heard a small sound behind him. He quickly turned around and was met with the upside down optics of Airachnid.

Time slowed down for both individuals.

Airachnid couldn't really see the features of the mech that well since the light was behind him. But she could make out the blue flames on his white arms. And of course the piercing blue optics.

The mech noticed Airachnids spider legs first before drawing his gaze to her faceplates. She was dirty and much of her frame had scratches and chips on her paint. Much of her armor was broken around the edges. She looked tired. But her purple optics looked wide awake however.

The mech looked down at Airachnid's servos grabbing his container.

"Uhh-"Began the Mech. Before Downpipe barked loudly, startling the mech, and causing Downpipe to break free from his grasp. Airachnid grabbed the container and shot up towards the building's roof.

The mech reached for the container right after she shot up but only barely managed touch it.

Outside Airachnid's memories.

The mech looked up to where the femme disappeared to. He quickly opened his info center, brought up a map and entered a code. Soon a blinking dot appeared on the map.

'It's a good thing I barely managed to place the transmitter on the container before she was gone for good.' Thought the mech.

The femme looked homeless and used her turbofox as bait so she could get the energon.

Clever.

The Mech smiled at her ingenuity.

He then transformed and began following the dot. 'I better hurry before she finds out about the transmitter.'

AN: Ugh I'll try to update more often. In the meantime, grab a coke and smile. Or at least drink it. Because when I give someone a coke and they just take a sip and then leave it FOREVER.

That brings my piss to a boil.

…So PLEASE REVIEW.