A/N: Ditto.

Update: Made random checks and changes, and SOUPRICE is supposed to be surprise for those who don't get it.

(This takes place about an hour before the previous chapter)

Dream Sequence

A teenage girl is walking down a street of a suburban neighborhood. She wore a red flannel shirt over a black tank top. She wore a black skirt with black leggings and wore blue sneakers. She wore small rectangular-like glasses, and had her black hair in a ponytail.

"I know Mom," she said to her phone. "I'll come home before 10, would you stop worrying? I'm seventeen for crying out loud!" She paused as her mother talked back. "Ok, love you too," she roiled her eyes as she hung up.

She looked at her watch, which was on her left wrist. "Oh shoot! I'm late already," she said as she quickened her pace.

The suburbia was next to a large city, about a thirty-minute walk, but it was faster to catch a bus. The girl tried to hurry to the bus stop, but found it already leaving.

"Oh you gotta be kidding me," she said panting. "I guess I have to walk then,"

It was getting dark, but however, the streets were said to be safe. The girl walked along the sidewalk as the sun started to dip below the horizon. The girl walked with an absence of fear, as she often walked during these hours. She didn't notice that a familiar sedan was following her.

She paid no attention to the sedan as it pulled up next to her. She only had time to glance at it before a dart hit her in the neck. And as quickly as the dart came at her, she was out.

The man in the lab coat got out of the car and picked up the girl. He dropped her in the backseat before getting in the car. He drove off, and the girl was never seen around these parts ever again.

Time Skip

When the girl came to she found herself in a lab of some sort. She tried to get up but found herself strapped to an operating table.

"Am I dreaming?" she thought to herself.

"Oh, you are not dreaming, darling," came a voice.

She looked around for where the voice came from and found it coming directly above her. When she looked up she found the face of the man. He was wearing a surgical mask and goggles. She eeked slightly when she found him staring at her. The man chuckled slightly.

"Sorry, I couldn't resist," the man said as he went over to a nearby computer terminal and started to type.

"W-w-where am I?" asked the girl.

"Nowhere in particular," replied the man. "But I assure you, that you are in great hands,"

Just then an android rushed into the room, "Doctor Holidayz, subject W01F is acting up again, what is your plan of action?"

"Just put him in solitary, again," said Holidayz as he continued to type. "Use the stun sticks to paralyze him and carry him to the cages,"

"Yes sir," said the android and hurried out.

"Holidayz? That's your name?" asked the girl.

"Yes of course," said Holidayz.

"So, uh, Doctor, why am I here?"

"She's calmer then most patients," Holidayz thought. "Strange,"

"Well, I'm been doing these… "experiments"," he said. "It involves transferring the human consciousness to a robotic life form, it could change the world, but no!" he slammed his fist on the monitor. "They said I was crazy, it was too "dangerous", it violated every human's rights!"

The girl noticed that the once calm looking doctor was not looking so calm right now.

"But once I finish with you," he pointed to the girl. "They will see the potential of my intellect," he started to walk to the girl. "And you, will be my most prized "invention"," he took a needle out from his coat pocket and jabbed it into the girl.

"Sweet dreams, darling,"

The girl then blacked out once again.

Dream Sequence End

Arachne woke up, expecting to find herself staring at the mad doctor once again, but instead found herself in the living room of RED base. She was on the couch. She took a look around and found Jewel sleeping, not on the ground or on the couch, but she was sleeping standing up, while leaning on the wall, her arms crossed. It appeared that she was not sleeping at all.

Only two people in the family was known to fall asleep standing up like that, Desperado and Jewel, no one really knows how they can fall asleep like that, but when questioned both said that it was an "acquired" skill.

Arachne chuckled at the sight as she used her hand to move her silver hair out of her view of her glasses.

"Wait a second," she thought as she did a double take. She found out, as she looked over herself, that she was human again. She was wearing the same exact clothes she wore before Holidayz knocked her out.

"How am I human again?" she asked herself. "This makes no logical sense,"

'Thud'

Arachne turned and found out that Jewel had tipped over sideways and fell on the ground. Her shock turned to horror as she soon realized that Jewel might not recognize her.

"Ugh, crap," said Jewel as she got up. "What a fucking way to get up," she said as she adjusted her hat. She then noticed the girl on the couch. "Who are you, and why are you sitting where Arachne was sitting?" her voice getting more hostile by the moment.

"Wait, Jewel, I'm Arachne!" said the girl as she tried to back up from the cowgirl.

Jewel picked the girl up by her neck and said, "What did you do to our spider friend you red-eyed bitch?"

"I have red eyes?" Arachne thought as she fought her friend's grip.

Just then a flurry of blue particles appeared next to the girls and a dog-sized robotic spider with blue-lighted eyes appears. It hissed at Jewel before leaping at her.

"What the hell!" said Jewel as she dropped Arachne as the spider latched onto her.

The spider was able to knock over Jewel and barred its fangs at her.

Arachne was still in shock as she saw the spider knock her friend over. "Is that who I think it is?" she thought. "Trevor! NO!" she screamed as she saw one of her constructs was about to bite Jewel.

The spider stopped inches from Jewel before moving back. It took one look at Arachne before looking back at Jewel and hissing at her. Trevor then turned around and scuttled over to Arachne. "Woah," was all Arachne could say as she stroked the spider's metal head.

"Trevor?" said Jewel as she got up. Trevor turned around and hissed at its master's attacker. "Arachne?" she said.

Present

Engi and Wolfshire followed Jewel to the living room where they found a girl playing with a rather large robotic spider.

"Is that who I think it is?" asked Wolfshire.

"Yup, Arachne I don't you're the only one that changed," said Jewel.

"Really? Who else cha- who is that?" said Arachne as she turned around.

"Sup, sis," said Wolfshire as he waved.

Arachne's eyes widened, "Wolfshire?"

"In the flesh, literally," he responded.

The two stood in an awkward silence.

"Um, wow, didn't think you would look so…" he said.

"If you say nerdy, I am going to make Trevor slice you open," she quickly said.

"Nah, I was going to say normal-looking," he responded. "You don't look like the nerd I was picturing of you,"

As the two started to chat on what happened, Scout decided to walk in.

"Hey, who these two, and why does one look like a homeless dude and the other a nerd?"

"Oh crap," said Engi as he facepalmed. "Scout…why?"

Three more robotic spider were summoned in and surrounded Scout.

"You should start running boy," said Arachne with a evil-looking grin.

"Oh this ain't good," said Scout as the circle of spiders closed on him.

A/N: Scout is dead not big SOUPRICE! So yeah, that happened. Never call Arachne a nerd, EVER.

Till next time,

-D.W