Author's note: Double update this time.
Because I have been unable to sleep at night.
Possible typos and formatting… will come back after sleep, whenever that happens

Along Came a Spider

Red Alert was good at Security.

That said, he was now permanently arguing with Bumblebee and Sari about Security, especially security for Sari and her key.

"You are not going anywhere for this Halloween!" Red Alert glared at the two. "There are too many unknowns and risks, especially with two decepticons on planet!"

"It's fun! You dress up and get treats!" Sari informed him.

"And what about these tricks I hear about?!"

"They're like this!" Sari jumped on a pressure pad, and-

Eight legs, venom dripping fangs, where was-

"Optimus!" Elita screeched, hatchets disabling the stuffed spider brutally before she realized what was happening.

"Elita?"

"Prime?"

"Boss Bot?"

Elita froze, all optics on her.

"Are you alright?" Ratchet approached her, servoes where she could see them.

"Who's Optimus?" Bulkhead asked.

"I … I'm sorry." Elita put away the hatchets.

"If Tricks cause panic, I do not want them in the base." Red Alert informed them.

Elita dodged Ratchet, heading to her room, and more importantly, the picture she had there. She was embarrassed and she wanted to hide for a bit.

"Elita? Are you okay?" Chromia had followed her.

"I'm fine. I'll return to the main room in a bit, I just need a moment."

"Okay. We're here if you need us."

"I know."

Prowl waited for Chromia to return to the main room before getting up.

"I want a team of three autobots and check ins every twenty minutes Earth Time!" Red Alert had finally given in to Sari and Bee's begging.

"Yes!"

"Alright! Chromia, want to go trick or treating?"

"I'm in! Ooh, what should my costume be?" Chromia joined the group of trick or treaters.

Prowl vanished into the hallway, but came up short as Elita was exiting her room.

"Prowl, need something?" She greeted looking composed, if not for the grip she had on one arm.

"A partner for patrol tonight. Red Alert wants three to guard Sari during trick or treat."

"And Chromia wants to join them. Okay. Ratchet and Red Alert could use an easy night."

"What a fascinating planet. Mostly useless, but the bits I can use … so many plans so little time." Tarantulas cackled.

Such a variety of species! So many poisons! The variability of both organic and technology meant almost infinite possibilities! Like the bio technology that was reported for the one designated Meltdown.

Nemesis stared at the screen with the autobots. Rage flickering in and out of his side of the mental link.

Tarantulas dismissed it as nothing, Nemesis had been regaining a semblance of a personality, but he didn't defy Tarantulas which was his only concern.

"Now, I think it's time we introduced ourselves. There's something about this small organic they've taken in that intrigues me." And Tarantulas needed a baseline, such as which ones would be likely to betray their comrades, which ones had unique mods … he needed to know which ones were worth his time.

"Fortunately that tracker on Flamewar proved useful after all." He mused.

Nemesis followed Tarantulas as he left their main lair. Tarantulas liked having many decoy labs, and the nearest decoy was an old factory slated for demolition.

"You think Prime's okay?" Bulkhead asked from underneath the fumigation tent he'd appropriated. Sari was definitely going to have to apologize for this.

But it was Halloween, a time for being spooky and a little bit bad! And they were all getting candy, so the night was going well despite calling into Red Alert.

"She can fight decepticons, she's fine. Wonder who that Optimus guy was?" Bumblebee adjusted the cape.

"You guys don't know?" Sari asked. She was a miniature Bulkhead

"We don't know much about her. Elite Guard trainees don't just wash out to be space bridge crews, something had to happen." Chromia explained. She was dressed in a toga.

"Maybe she dropped a wall on someone?" Bulkhead offered.

"This is Prime we're talking about. Maybe something blew up that shouldn't have, or she found out something that she shouldn't." Bumblebee paused to let a group of older kids cross. Trick or treat was starting to wind down, Sari realized, a lot of lights were going out.

"That's a big truck." Chromia noted, directing their attention.

"That looks like a military grade Fire truck, Dad helped upgrade them a while back, but why would it be here?" Sari frowned.

The headlights came on, blinding them.

When they turned off, only Sari and Bumblebee were still standing, Chromia and Bulkhead were gone.

So was the truck.

"Where did they go?" Sari was not expecting Bumblebee to pick her up and transform. He paused only to get the candy they had dropped before starting to drive.

"Boss bot! Red Alert! Also, Red Alert!"

"Bumblebee, what's happening?"

"If something can vanish Bulkhead, we need to get to Prime or Base." Bumblebee kept calling, driving in circles before heading to base.

Red Alert patched up the security system again. It would be easier if his internal scanners hadn't been turned to a lesser setting.

Ratchet was watching some human show, some channel called Hollywood Horror Halloween.

The screams were obnoxious.

Especially from the human femme who walked into an empty room and screamed at nothing before collapsing.

"What was that about?!"

"Apparently she was scared to death? Or the camera was acting like the killer's point of view as they rushed her. Hard to tell with these old human movies."

Red Alert came over after triple checking everything was running and everyone checked in, by then, there was a new movie on.

'Fog Island' was about a human who had been wrongly accused of something and was bitter at being locked away for something he didn't do. As revenge he invited the people who had set him up over to the island.

"He's inviting these people to be near his daughter after they killed his wife?" Red Alert paused. "These people know it's a bad idea! Don't go!"

"Apparently these humans are so greedy they don't have common sense." Ratchet scowled at the screen.

"Ah-ha! First mistake! One of the people is already dead! But why would the guy's son come?" Red Alert did not understand this.

"Apparently he likes the daughter. Huh, I guess the guy isn't just out for revenge, I think he's moved to setting those two up."

"Setting them up?"

"Multiple meanings, in this case, the guy decided that the son of his enemy might be a good bonding match for his daughter so he's leaving the son out of the revenge. These old movies, you root for the potential bond mates to make it."

"She seems upset with him though."

"Near as I can tell, the fact her dad was wrongfully accused and then her mother was murdered is bothering her."

Red Alert acknowledged the check ins before turning back to the movie.

"I get it, these guys are all decepticons and the femme's father is taking advantage of their nature to wipe them out!"

It wasn't too bad for a plot, it lingered on the deaths of the human decepticons a bit too long, and presented the son character as in the right for not telling the daughter character about the gruesome deaths of everyone else, but it wasn't bad.

Red Alert managed to relax as the next movie came on.

He wasn't able to relax for long, however.

"They missed their check in."

"The young bots are distracted."

"I know, I added a five minute grace period to their check ins, but it's Prime and Prowl that haven't checked in."

That made the medic look at him, before calling the Prime.

"Static. Bumblebee, Bulkhead, Chromia, come in." Ratchet shook his head. "More static."

"Somethings wrong, we need to investigate." Red Alert was up and halfway out to the door.

"It better not be Starscream or Flamewar." Ratchet grumbled. Red Alert set the base for a partial lockdown. "Though I don't like that we haven't seen them in a while."

They left, just missing a frantic Bumblebee and Sari.

"Why's the base locked down? Where's Ratchet and Red Alert?!" Bumblebee dropped off his costume and the candy. "What do we do?!"

"We gotta find Prowl and Prime! Uh, the computer can give their last location, right?!" Sari headed over to the security screens.

"This has been a surprisingly slow night, Fanzone implied it was the worst night of the year." Prowl noted. They were in vehicle mode in a section of warehouses on the waterfront.

"Yes. I think we should head back, Red Alert didn't acknowledge the last two check ins."

"Prime!"

She backed up and turned to look at Red Alert, an armored security van, and Ratchet driving up to them.

Elita planned to transform, when there was light, the sound of a horn, and something slammed into her at high speed, sending her skidding across the ground and into the water.

"Prime!" Prowl transformed. The large military looking fire truck cut off his view of Ratchet and Red Alert. Prowl moved to get to the water, only for his feet to be trapped in a weblike substance. "What- oh!"

Something slammed him into the ground and pierced his armor, draining his energon. A giant spider. Prowl rapidly lost the strength to fight what was happening.

The truck transformed, a large mech shot out nets, entangling Red Alert and Ratchet. They were dragged closer to Prowl's position and whoever was draining Prowl stopped, before moving over and biting both Ratchet and Red Alert.

The giant spider transformed, and the large mech collapsed to his knees in pain.

"I wanted to catch that one as well. This is the second time you've gone against me tonight, do not do so a third time."

Prowl flexed a servo, but he couldn't do much more than stare at the damaged Autobot symbol on the shoulder of the large mech that picked him up.

Prowl lost consciousness at that.

"Prime! Prowl! Someone!" Bumblebee came to a stop. "Where did they go? They should be somewhere around here, right?"

Sari was going to answer, only to shriek as something flew past Bumblebee's window. Bumblebee transformed, dropping her on the ground and grabbing something.

"Bee? What-"

"It's Prime's grapple!" He skidded a little, but Elita was pulled up a moment later. "Boss bot?!"

Elita didn't look good, Sari didn't waste time, immediately jabbing forward with her key to patch her up.

"Thanks." Elita straightened.

"Boss Bot, what happened?!"

"I got hit by a truck. Where is everyone?" She stood up.

"We don't know, we got blinded by a huge truck and when the lights went away, they were gone. Ratchet and Red Alert weren't at base!"

"They came here, something was wrong." Elita looked around. "Did your comms cut out for a bit?"

"Yeah."

"Okay. Sari, stay close to Bumblebee." Elita straightened. "We stick together."

It took a while for them to find the warehouse where the others were. They were all trapped in webs. A large mech stood at attention as a gigantic metal spider kept looking over their friends.

"We need to wake them up and get them out… Bumblebee, you and Sari do that."

"What are you going to do?"

"I'm going to get their attention. Wait until they're focused on me. Then get the others."

With that, Elita moved into the warehouse.

Elita was lucky, her one thrown hatchet got one the spider's legs. That made the spider transform into a mech so she wouldn't have to keep seeing a giant spider.

What was not lucky, was that the large mech was the same truck that slammed into her and she was very quickly facing someone like Megatron in terms of strength and skill.

She had gotten lucky against Megatron. Starscream's attack had proved that.

The mech was brutal even with no weapons in his servoes and she was slammed to the ground the instant she slipped on a patch of oil.

"Be more gentle, Nemesis! What's gotten into you lately… Now what do we have here?"

Elita was yanked up and backwards by her arms.

"I'm Elita Prime of the Axalon, let my crew go!" Elita needed to be as demanding as possible to keep the decepticon attention on her.

She would have preferred to not be held by the mech who seemed ready to tear her limbs off for no reason, though, her joints were starting to hurt.

"A pleasure. I am Tarantulas, Elita … Hmm. That name is familiar to me."

"What?" Elita worked space bridges. No one would ever know her name unless she screwed that up.

"Ah, Nemesis! No wonder you're so angry, I had almost forgotten that this was the one who left you for dead."

Elita twisted, ignoring the pain in her arms.

Autobot symbol on the shoulder, damaged. The helmet and battle mask were the same.

"Optimus?" She managed. "You survived?!"

How had the scanners missed him?!

"Survived would be too kind, I had quite a bit of work to do, he fought me at first, but I was able to get him properly reformatted eventually. Reprogramming was harder, but I succeeded." Tarantulas stepped closer. "Nemesis Prime is as complete as he will get. Now I am most curious about that mod of yours …"

Elita ignored him.

"Optimus, I'm sorry. It was my fault-"

Something tiny darted forward, and Nemesis reacted to something it did by throwing Elita into Tarantulas.

The spider mech slammed into the ground with a crack, knocking him out.

Elita felt her spark stutter. Sari was on Nemesis's foot, she had jabbed it with her key, and to her horror the large mech grabbed Sari off him by the back of her dress, lifting the human to his new optic height to stare at her.

The others were up, though not fully functional, Sari must not have finished healing them, Red Alert was leaning against Bulkhead and everyone was frozen.

"Optimus, she's a youngling! Be mad at me for Arachna Seven, but don't hurt her!" Elita had never been scared of Optimus, he was a gentlemech who had been her friend and the one she had felt comfortable leaning against because he had never made a threatening move against her.

She was scared now. Reformatting was one thing, Reprogramming was a nightmare for horror dramas.

"Put her down gently and I won't zap ya!" Bumblebee threatened, way too close.

"Optimus, please!" Elita moved closer. "Bumblebee get back-!"

Nemesis moved, and to her shock and relief it was to put Sari in Bumblebee's arms who had to rapidly disengage his stingers to take her.

The relief was short lived as the next thing that happened was Nemesis pulling his axe and swinging at Elita.

She narrowly avoided it, the axe definitely scrapped her paint.

She shot out the grapple to avoid another swing, but wasn't able to avoid his grapple catching her leg and yanking her back. The support beam she had caught cracked, she let go but it was too late.

"Get out! We broke a support!" Elita used her fire extinguisher to spit foam into his optics.

A metal shuriken hit Nemesis's arm before he retaliated. It was followed by a wrecking ball.

Elita freed her leg as Nemesis redirected the wrecking ball into another support.

"I said get out!" She scrambled over to Prowl.

"Not leaving you!"

Elita froze despite herself. Ratchet yanked her forward with his magnets.

They got out as the warehouse came down. Everyone was okay so she turned back to the wreckage.

"Optimus?!" Elita was not expecting him to surge up out of the wreckage, dragging Tarantulas with him. He stared at them for a moment before transforming and driving off, Tarantulas in tow.

"Who was that?"

"… Someone I left behind." Elita sighed. "C'mon, let's get back to base, I'll tell you the story when we're there."

It didn't take long to get home and patched up. Elita just pulled up a video.

"This is Optimus, personal log-" Optimus started.

"Seriously? You're going to be official in your personal log?" Elita's past self pushed herself into the view of the camera. "How about, 'this is Optimus on the most boring scout trip of his life'? Because it is."

"We're in the academy Elita, and it's going to be boring for a while."

"Says the mech that actually survived the Megatron simulation." Her past self leaned on him. "You're going to have a fun post after academy."

"I could have survived that! It was just luck!"

"Apparently this is not going to be a personal log. Again." Optimus sighed as Sentinel came on screen.

"Hey, if you didn't have us in your life it would be boring!" Sentinel smacked him on the back.

"I wouldn't mind boring, the two of you are going to be the death of me someday." Optimus grumbled.

"You love us."

"Against my better judgement."

"A day later, we convinced him to break the rules and explore an organic world with an energon signature." Elita turned off the video. "Things went wrong, Optimus fell into an exploding cave and scans didn't show his energy signature… we had to report him offline."

"But that wasn't your fault, it was just a mistake!" Prowl said, surprising her.

"Except it was my mod that-"

"Grapples slip. That's not your fault!" Chromia objected.

"… You want to show them?" Ratchet held up an arm.

"Show us?"

"The grapples aren't mine. They're Optimus's. My mod is copying." She demonstrated with Ratchet's magnet. "When things began to explode… I copied his mod. It timed out unexpectedly and I had to recopy it in a hurry… only something went wrong, not only are the mods a permanent copy instead of something that goes away, but the copying hurt him and he fell. Because of that, the academy decided his death was my fault."

She was expecting them to yell. She was not expecting what they yelled.

"Those two bit glitches!"

"That's not your fault!"

"Mods can malfunction under stress!"

"I'm going to fight them!"

"What?" Elita blinked. She wasn't expecting Sari to rush over and hug her leg.

"It wasn't your fault. And he's still alive, so you can still save him, right?"

"Reprogramming is surprisingly easy to deal with, I know a few bots. There's no way to completely erase someone, there will always be a trace of their past self still there." Red Alert admitted.

"And he didn't hurt me or Bee, so maybe he's not all bad now!"

"Yeah, what was up with that? He just ignored us!"

"I'm not going to question it right now." Elita picked up Sari. "But this means we need more training, we can't get attacked like this again. But that can start after we're rested." Everyone agreed, heading to their rooms. Elita hesitated briefly when she realized Ratchet and Red Alert were still in the main room.

"Why didn't Sari's key work on him, though?" Red Alert asked.

"Two guesses, the first is that there's nothing left to fix." Ratchet grumbled. "The other, is there's something wrong that it can't fix."

Elita went straight to her room and gripped her arms. She had to save Optimus, any way she could. Even just a ghost of a chance … she couldn't give up on him again.

Nemesis waited for Tarantulas to wake. He was going to deal with the other's anger when he woke up.

His other half was scared, but Nemesis didn't feel anything but rage. It had abated somewhat, the younglings were innocent so he had no interest in harming them.

'Optimus! I'm sorry! It was my fault!'

Nemesis clenched his servoes into fists.

What did that mean? What was her fault?! He didn't understand and it made him angry, just as angry as staring at her did, or hearing that designation.

Strangely, though, he was feeling better than he had in a long time.

He'd been hurting for so long, he almost didn't know what it was like to not be in pain.

Had the organic youngling fixed him? How?

And how did he keep Tarantulas from targeting her?

Nemesis stood at attention as Tarantulas began to move.

"I see we lost. Never mind, we got what we needed. Our target is the Prime. We shall need containment and protoforms at each location… start by preparing the main base."

Nemesis and his other half obeyed, unable to feel relief that Tarantulas wasn't demanding answers.

Tarantulas had a new target, but eventually he'd rip through their memories to learn what he'd missed. Just because he was distracted now didn't mean Nemesis could relax.

Especially because of the stray thought he had in the middle of the youngling's attack.

'Maybe if it was a longer time I'd finally be free.'

End Note: Elita will get a chance to win against Nemesis. This first meeting was never going to go well, especially since Nemesis is only feeling anger with a side of sadness and curiosity instead of more nuanced feelings.
Getting jabbed with Sari's key a few more times will help.

Nemesis is a bit of a juggernaut, based on the fact that across the many canons of transformers, he goes toe to toe against Megatron as an equal.
In Animated Canon, BlackArachnia is also shown to be quite strong, tossing around Optimus despite being shorter. Flip that and Elita is in trouble.

Next up is Nanosec.