(Hi... I know some of you might have given up on me after how long it's been, and... I don't blame you... especially since I wasn't able to fully come back writing for a long time...

I hope that this chapter can help with that because like the last two this is a my take on Airachnid's life was like before she joined the Decepticons during the war. Especially how closely related she is to her Remnantian Partner Tyrian Callows.

TO answer some questions: (Apologies for the delay)
Guest who reviewed at July 20, 2020: I thought about it and spoke to Ryujudge and the answer is in his story "Transformers RWBY: Flames of Redemption"
Guest who reviewed at July 24, 2020: It's not like that, you see, before that moment Shockwave has never felt anything inside his armor before he didn't have a reason to since as you saw in Starscream's prologue that they were changed, but it was up to them on how much they explore their new organic shapes. So in a way it is like Darth Vader, but only until he got used to life outside of his armor. Especially after I found out more about Shockwave's life in the G1 continuity, and thought the same thing happened to him in the Aligned Continuity too. - Like how Alignedfan20 said in their review.
RonaldM40196867 at May 16, 2022: during the events of Predacon Rising I think that something in his mind broke and he began to feel emotions which is why he acted so impulsively to punish Starscream for what happened to Darksteel and Skylynx.

This is another story relating to Transformers RWBY that was started by Ryujudge6614, if you read this but do not know about anything else I ask you to read "Transformers RWBY: Flames of Redemption" by RyuJudge6614 and "Transformers RWBY: Light of Hope" by myself to help fill in the blanks of this story.

Disclaimer: I do not own anything of Transformers Prime and RWBY they are the property of their respective owners.

"Talking"
'Thought'
"COMPUTER SPEAKING"
/Memory images/
"BENEFACTOR SPEAKING IN MEMORY."

Now please Read, Review, and Enjoy)

A week had passed since Shockwave's little… 'temper tantrum' against Starscream, but Shockwave did not offer any excuses as he stated that he could not control what he was feeling and his body moved in an attempt to get vengeance on Starsccream for what he had done to two of his creations. Shockwave hope to re-inhibit his emotions for the duration of his time in Remnant as the Grimm were drawn to negativity, or negative emotions. Which Salem allowed if it would allow him to keep working on his experiments which were leaps and bounds more advance than Watts could dream of. An inter-dimensional portal system, a

This appointment involves the sadistic poacher of the heralds, Airachnid. A curious specimen that Shockwave had no knowledge about, except for when she joined the Decepticons, not because she believed in Megatron's dream or saw the logic in a change. No, she joined for the pleasure of killing and causing torture to her victims. And it had become more of a threat when Shockwave learned that the outbreak of these "Ghoul" creatures that Starscream had inadvertently created by mixing Dark Energon with the incomplete Synthetic Energon formula that Knockout had previously experimented with by using the human who uses the corpse of Breakdown as a form of exosuit for him to fill his vanity of being above his species. There was a probability of her being infected before Soundwave banished her to the third moon of Cybertron, the most barren of all the moons.

Shockwave had finished with his contaminant protocols when the doors open and Airachnid arrived. She was not as happy as he was for her to be here.

"Must you call me here while I am busy feeding?" Airachnid asked, annoyed.

Shockwave states, "It is imperative for the success that not only do I recondition your cybernetic appendages for your new electrical impulses that I make a copy of your memories."

Airachnid hissed. Obviously, from what he observed, that Shockwave deduced that Airachnid is prepared to strike and drain him of his lifeblood. Only for Shockwave to raise his cannon arm faster than she ever seen him and states to the infected, "I would not recommend imploring such an illogical strategy as this. Our Benefactor had warned you about attempting to feed on us when you are supplied a serum to keep yourself from attempting such a thing again…"

Airachnid snarled again, her violet eyes narrowing at him before she calmed and said, "Be quick about it then before I am sent to aid Taurus and Hazel on their mission to meet with the leader of those faunus extremists."

Shockwave, keeping his cannon on the vampiric-decepticon as she went and placed herself on the berth. After the bonds he made to keep her and her metal limbs from lashing out, Shockwave typed in a few commands and a syringe connected to multiple variants of this planet's unique resource of Dust, in liquefied form comes down from the large ceiling of his quarters. Certain quantities of the dust were added to his own formula before they reached the main vial connected to the syringe and it goes to her neck, injecting into her as she gave a painful hiss.

He finishes as he goes over to put the Patch connected to her as he begins the procedure on the downloading a digital copy of the sadistic spider's memories.

"You may begin when you are ready." Shockwave informed her after opening a data file which he designated, "Sadistic Poacher" in Cybertronian script. He then became silent as he watches as Airachnid's expression became solemn.

"I am one of the rare sub-species of Cybertronian who come from one of the primary colony worlds. The planet of which I hail from, Eukaris, is where those with beast modes as you call them were common." Airachnid spoke, while the memory began playing on the screen nearby.

/ Shows an image of a lush green planet full nature that seems to work well with numerous, small, advanced cities on the planet. Shows an image of an organic creature changes forms to that of a Cybertronian bipedal form. The only thing technological was the main city of Chile itself. /

"I come from a rare number of them that holds an arachnoid-like appearance but lack of a full beast form which made me sort of an outcast to my clan of Arachnicons." She admitted.

/ Shows how others with spider-based beast forms were an exclusive number and she, due to her having an incomplete alternate form compare to the others was seen as an outcast. She narrows her optics and hisses. /

She then smirked, that usual sadistic smirk of hers, "Since I could not be like the others of my clan, I found my true calling, hunting prey and ending their miserable existence. It made my spark shiver when I see the look of fear in their optics as I snuff the spark from their lives. Especially when it allowed me to feel more alive than ever."

/ Shows from her point of view as she uses her innate ability and her beast form qualities to help her stalk her prey and end them in the most painful way possible. She sees from their optics how much she enjoys seeing how much pain she inflicts on them. /

"Then came the war and the Decepticons put my talents of torture and infiltration to great effect, especially getting information from my targets. Or just because of how she wanted to hunt down prey. Such as Arcee's last partner, Tailgate." She added, her smirk became what humans would call a "slasher smile", in reference to their horror films, as she remembered that particular bit of her life.

/ Shows Airachnid on Cybertron as the war had just started. She spies on both factions before showcasing her talents and becoming a Decepticon, which allows her to torture and maim any that they send to her for information, or when she goes out to find prey for her own pleasures of killing. Scene shift to when Airachnid is surveying the ruins of a Cybertron City, until she found the Autobot she has been sent to find. The recently blue paint Autobot female Arcee. Airachnid uses all of her stealth as she stalks her prey, listens into half the conversation that the bot is having with her friend before she strikes. Sending a thick and strong amount of webbing to keep her to the wall as Airachnid got close and sent a web shot at Arcee's face, knocking her out. In an image montage, shows every conceivable torture that Airachnid employs to get the information from the strong-willed Autobot. That is… before she decides to use a different tactic, and has her soldiers bring Arcee's friend in Airachnid's interrogation chamber. She gave Arcee an ultimatum, give her the coordinates or Tailgate dies. The fear on the female autobot's face is so exquisite to Airachnid, however, she has her orders and needs those attack coordinates. Seeing that Arcee is not telling her what she wants to know, she goes and snuffed Tailgate's spark as Arcee cried out Tailgate's name, spark broken. Which makes Airachnid smile in pleasure./

"But after that her cohorts came and took her away before I could anything else whether it was the information or pleasure by making Arcee perish with her friend." Airachnid sighed as she looked disappointed, "After that I went through my missions and completed them, and found the war and the Decepticons to lack the thrill I had discovered when I joined so I simply left after the Great Exodus, took a ship and began a new hobby, collecting the heads of indigenous lifeforms throughout the universe."

/ Shows Airachnid is about to end Arcee's life before her base's doors blew off and in rushed two Autobots, the scout that Megatron has previously made mute BUmblebee, and Cliffjumper. After that she is shown completing her missions and finds it becoming boring for her. Scene changes to show the ships left Cybertron during the Great Exodus, Airachnid took a ship and flew away as she smirked in dark satisfaction as she looked at the planet she was heading towards and the species inhabiting it. A part of her ship began to show how every time she lands on a planet the head that belonged to one of its inhabitants becomes a trophy on her walls. Airachnid remembers all the how much pleasure she felt down to the smallest detail when she hunted down those indigenous lifeforms and made them all suffer in all the most excrusiating pain she could think of before ending their lives, making each species of the planets she visited endangered. /

Airachnid then said, "That was a good collection growing… that is before I landed on that wretched planet, Earth and… you know the rest…"

/ Shows a series of images of Airachnid landing on earth, reuniting with the one victim of hers that got away. Being defeated by Arcee, and her ship destroyed by the autobot's human, Jack Darby. Working with Cilas, gaining a new Alternate Form based on the Earthling's helicopter. Her run-in with Breakdown, fighting him for the Polarity Gauntlet, then been brought before Megatron after the polarity of herself and Breakdown forced them to get stuck together and had no choice but to rejoin the Decepticons. Noticing Breakdown watching her with a look that annoys her. Working with the Decepticons to help put a giant Cybertronian that was found in a giant asteroid of Dark Energon, back together. Her backstabbing Starscream to get the Immobilizer, her using the immobilizer on most of the Autobots she encountered and losing the weapon, and getting yelled at by Megatron for letting Starscream to being lost to what he believes to be in Autobot custody. She even attempts to take the Decepticons away from Megatron after his life sign disappears, only for Soundwave to put a halt in her plans. Airachnid never forgot the humiliation she is dealt by the hands of Soundwave, and his pet…

Scene changes to after said take over failed, Dreadwing and Breakdown attempting to silence her, separating the two as she eviscerates Breakdown into body parts. Sensing an Insecticon and using a newly discovered connection between herself and the drone, she made it serve as her personal servant. Re-meeting Starscream who attempts to form an alliance in an attempt to kill Megatron and take over the Decepticons, however she has other plans and sent her servant after Starscream who ran screaming. Scene changes to when she has her champion attack Megatron. Before she could see how the bout ended, Arcee attacked her and the two left to fighting their own battle. As she fought Arcee she felt something through her mental connection that the Insecticon that she had under control had been terminated. She drills herself out of the underground passage to the surface of Earth and entraps Arcee. Just as she is about to finish rival off, she is attacked by a missile sent by Starscream who came to the Autobot's rescue. She then escapes by drilling underground, just as she begins to plot her revenge, she detects a sensation, similar to the one that occurred when she met the Insecticon, but much stronger. She follows the signal until she reaches a tunnel that had been previously carved through by claws, going into the tunnel she discovers Insecticons, hundreds and hundreds of them. They were in stasis lock within their pods, giving her the army that she needs to kill Megatron.

After her wounds healed, Airachnid finds the current location of Megatron's warship, The Nemesis, and began to command the Insecticons to kill Megatron. That is before the Autobots arrived. Even though she was capable of splitting her attention in three ways: directing the majority of the swarm to attack the Decepticons, having a few attack the Autobots, and fighting Arcee herself. Airachnid found the ordeal to be troubling, as it causes her to make a mistake and become overconfident as she has stepped into a deactivated Insecticon Stasis-pod which enclosed around her. The next thing she remembers was coming out of stasis and finds what appears to be a worse for wear, and undead, Breakdown that began to attack her. When he holds her down, Airachnid distinctively remember her neck being grazed by something before she went on the offensive. This time forcing Breakdown's chassis open and finds Silas, looking even worse than when she last met him. The former human perishes, thanking her for freeing him. Finding herself free now, Airachnid commanded the Insecticons and went to head towards Megatron as the hive joins her.

As she issues the following orders, "Loyal servants! The time is now! Lay waste to all Decepticons, leave no trace of them in your wake!"

Before they could do as she commands, Airachnid sees the familiar form of Soundwave walking at the other end of the corridor, causing her and her thrall to halt. "Soundwave!"

Soundwave remains steadfast. Airachnid remembers anger and the humiliation of being defeated by Soundwave bubble up in her as she vowing, "I swear on this day, the world will hear the sound of your scream!"

She then leads the charge, only for Soundwave to use his relocation trick on her, sending her and her swarm to the farthest, largest, and least inhabited moon that orbits Cybertron. After realizing her situation, and her defeat, Airachnid screams, "NNOOOOO!" /

"I had heard of your exile to the third moon of Cybertron. A logical conclusion as it prevented you from flying anywhere, given the distance of the moon and its gravity well itself." Shockwave stated as he turned to her, "However, I still inquire as to how it is your infection with the same pathogen CY.L.A.S. had in his veins took hold of you and where you proceeded to convert the hive into the Terrorcons you have with you."

Airachnid was silent before she answered, "It began when I developed a sensation that was not like anything Cybertronians had experienced before. A sensation that is common amongst the organics. I believe that Salem's prized Maiden called it a 'hunger in the pit of your stomach'."

"Fascinating… tell me how it differs from regular Cybertronians need to refuel." Shockwave stated, his scientific curiosity getting the better of him in his new form.

"It was like the main fuel pack had been ignited and the reserves in my body had drained itself and become… spent faster… and then I felt this burning sensation growing and before I knew what happened, I began to order my subjects before me and began to drain them with the same tubule that Silas had before I ended his existence. That was when I met our benefactor again." Airachnid explained as she delved into experiencing the memories once more.

/ Before she begins to think of another means to get to Cybertron, Airachnid begins to feel a sensation that she never felt before. Something that she heard humans call hunger. She wonders what could have changed. She then remembers the subtle pain in her neck and placed a hand over it as she withdrew and sees a violet substance in her hand.

"Curse you, Silas. Whatever the Decepticons did to you, you have passed it to me." Airachnid hisses as the new second of the Hive, Bombshock, approaches.

Kneeling before her, he speaks, "Your Majesty, what is ailing you?"

Before Airachnid could answer, she felt the hunger burning throughout her body as she began to groan as it turned into a moan and she lungs at him. She feels her mouth separating as a tubule similar to Cylas' came out and inserts itself into Bombshock's neck. He screams as she drains him of his Energon. After she finishes she looks at what she did with shock, however that shock was short lived as Bombshock got up again and hisses. Seeing what she had done, not to mention how he stood there awaiting her orders. Airachnid grins savagely as she orders, "Loyal servants, come before me. Single file."

All of the Insecticons came as ordered and form a line towards her as they all spoke as one, "Your majesty, We await your command."

Airachnid sat on the highest rise of rock on the third moon as she said, "Come. Approach your queen."

The Insecticon approach, as she sensually places her hands on both sides of his face, she leans in, looking as though she plan to kiss before she snarls and unfolding her face to reveal her fangs and began her feeding. For the following lunar cycle Airachnid continues her bloody craving of Energon until the last of her thralls has been drained and converted. /

Coming out of remembering how delightful it was for her to drain the Energon out of her thralls, as well as the screams they made when she fed on them, Airachnid then stated, "That was when our benefactor had come to offer me revenge on Megatron, Soundwave, and those who stood in my way. I chose to accept as anything was better than being confined to that Unicron forbidden rock."

/Airachnid sighs in pleasure before she heard lighting striking the moon and saw the shape of some being that she thought she would never see. A being as dark and as threatening as Unicron standing about half the height of a Titan like Trypticon. It has a golden face and wings that look segmented compared to those of other flyers like Starscream, the Insecticons, and Dreadwing.

"I am Thunderwing, proud servant of Unicron and I have kept an optic on you since I felt your connection through the Dark Energon." The entity declares as threatening as he is straight to the point, "And I have come to liberate you from your exile."/

Shockwave paused in his typing when he heard that. It would appear that Airachnid's condition has already affected her mind. For, even though she was never as much of a believer of Primus and Unicron as many Cybertronians were before the war, she began to swear in Unicron's name. Shockwave watched as she said, "You can imagine my surprise when I saw I had to work with you AND Starscream again."

/"If you want my allegiance, fine. I'll be your instrument of destruction so long as I can have my revenge." Airachnid hisses looking at the phantom before her and her undead swarm.

Thunderwing Looked and exhaled, "Very well."

He then went and sent a bolt of Dark Energon at her causing her to feel her body become numb before she lost consciousness.

Opening her optics as she finds himself in a place that resembles what the ancient religious text says where all those who submit themselves to chaos and Unicron go when their sparks are extinguished, the Pit or the Inferno. She had never been much of a believer, but the evidence has been apparent, only… the moon above looked as though it was broken. She couldn't believe that she was free from that accursed moon and is on another planet. Soon she hears the familiar voice groan, "Oh no… not you two…"

Airachnd turns to see Shockwave and Starscream sitting up as the scientist states, "You are not what I was hoping to find on this mission either Starscream."

Airachnid chuckles, feeling an urge to feed immediately, "My, my. I was hoping to see you again Starscream. You as well Shockwave. I am feeling quite parched."

She sprints forward on her spider form when an arm grabs her by her neck and tosses her to the wall in a voice that sounds similar to Megatron's, "ENOUGH!"

She, Starscream, and Shockwave turns and sees a figure there. A figure in armor similar in style and date as Alpha Trion standing there. His armor was dark and his optics narrow in a glare of utter hate. Airachnid looks at his face and sees red optics, unlike the Decepticons, they seem to literally burn into the spark of anyone who sees.

"I care not of thy personal issues with each other. However, should thou be worthy of my quest to reunite with my beloved then I shall not end you this day." The figure states speaking in a dialect of Cybertronian that no one has heard since before recorded history of Cybertron and after the Great Cataclysm.

Shockwave then points out, "It would appear we are going through changes to suit our needs on this planet and mission."

She and the others look and find themselves glowing violet and red energy, shrinking and looking less mechanical. Becoming organic until they reach human height and shape. Airachnid examining herself intrigued by the change as she hears Starscream out a cry of disgust at what he became. Airachnid turns to see Shockwave examining himself as well, though unlike herself his new organic appearance seems to be having his armor covering his human body. The figure himself was glaring at his new form, "What devilry is this?!"

Airachnid looks at herself and muses, "Fascinating…"

She has been thwarted by humans in the past she never think she was gonna be given the chance to take on a form similar to theirs, especially with her legs remaining metallic. It also looks like her arms became gauntlets with blaster like weapons at the palm of her hands./

Shockwave remembered that as Airachnid spoke, "And that's when we met them…"

/"Well now… this is something unexpected."

The four Cybertronians turn to see a several figures approaching, they appear human, except for one of them that appears to be having a tail that was classified as a Scorpion tail. The woman before them, the one in black, she had deathly pale skin, black eyes red irises and her white hair arranged in a manner to make herself look higher class.

"Who are you and how have you come to my domain?" The woman asked, her red irises shining through the black of her sclera and pupils.

Before any of them could speak, Starscream spat, "Oh great… we're back on that organic planet Earth…"

The woman with the bone white skin raised her brow, while the man with the mustache scuffed, "Oh joy… we have more insane people with us, and I thought Tyrian was enough for Remnant…"

Tyran remained silent not even acknowledging the insult before he asks, the gauntlets on his wrists extending blades, as was his tail, "My Queen, can I slay them for you?"

This 'queen' stared at them with her black and red eyes as she stated, "No. I wish to speak with them."

She then approaches them while Starscream raises his arms, his missiles getting ready to fire, "Don't take another step you… you… human!"

The woman stood unafraid as Starscream's weapons, or Shockwave's cannon. Airachnid her palm blasters.

The humans, and scorpion-tailed man, readied their weapons aimed at the Decepticons, while the man with the mustache and the pistol, is amazed by the technology that these people have, just by a glance Airachnid can see he is interested in their Cybertronian technology.

Before anyone can fire, a violet bolt of lightning hit between them revealing a titanic metallic creature that made the woman in black surprise. Especially the wings when the voice demands, "ENOUGH!" /

The shock of seeing their benefactor was too much for the machine to handle as it ejected Airachnid out from her memory trip making her gasp in shock.

Immediately the doors slam open as Tyrian, the psychotic supporter of Salem came running in, "Airachnid. What's happened to you my deadly architect?"

"It's nothing Tyrian, Shockwave's machine couldn't handle the strain of our benefactor's power…" Airachnid assured getting off the table. With a tenderness that would surprise someone with emotions, Tyrian helped Airachnid up. Though she could've gotten up herself, she would not deny being attended.

Shockwave watched as Airachnid joined Tyrian and surprisingly the two Psychotics leave together, giving him a chill down his metallic spine…

(What did you think? Was I accurate to how Airachnid's life was before the war? And also how closely relating she's become to Tyrian at this point? Especially since I see the two of them being the pair that works closely together during the Heralds of Chaos' time on Remnant.

I'm gonna take a break from the prologues to get the main story to show something that will help us catch up to the main story on the Heralds of Chaos' side. Especially their new assignments from Salem.)