Hey everyone! I'm back and with part 2 of Spider's Web. I hope you like it. Sorry for any grammar errors.

Transformers Prime: The Medic's Assistant

Chapter 44: Spider's Web Part 2

Disclaimer: I don't own Transformers Prime

The two cybertronians continued following the energon trail through the forest, keeping their optics open for any sign of Airachnid. As they walked, Stormracer looked at Knock Out who was in front of her. Though she couldn't see his face, she could feel his anger radiating off of him. After a moment, she broke the silence.

"I'm... I'm sorry about Breakdown."

Knock Out glanced over his shoulder at her before bringing his attention forward again.

"I know what it's like to lose a friend," she continued, "if you wanna talk, I'm-"

"Don't."

Stormracer looked at him. "What?"

"Don't try and make this a therapy session. That's the last thing I need right now."

"I just thought talking might help you feel better."

"The only thing that will make me feel better is separating that spider's head from her body," Knock Out growled as he balled his servo into a fist.

"Will it though?" Stormracer asked, "will it really make you feel better?"

"Oh, right, I forgot. You Autobots are the forgive and forget type."

"I'm just saying-"

He stopped and faced her, making her bump into him. Immediately she took a step back as he frowned at her.

"I know what you're trying to say," he told her, "And I say Airachnids going to get what's coming to her. And not you or anyone else is going to convince me otherwise."

"Don't you think maybe that's what Airachnid wants? That she wants you to go after her? What's happening now just seems like a game to her. And if you're not careful, she could offline you."

"And why do you care?"

"Because I understand what you're going through. I know what it feels like to lose someone. You want justice. But revenge isn't justice. It only hurts you and everyone you care about."

"The only bot I cared about is gone! Even if I cared about anyone else, nobody even cares about me!"

Stormracer looked him in the optics. "There's always someone who cares."

Knock Out's frown softened as his red optics locked with her blue ones. After a moment, he let out a huff before continuing on with the hunt.

Stormracer let out a vent but still followed behind.

They walked for another five minutes before coming to a halt. The energon trail stopped, but they saw nothing. Both the decepticon and autobot had their weapons ready as they looked around.

"Do you see her?" Stormracer whispered.

"I was going to ask you the same thing," Knock Out said.

Stormracer then noticed something off to the side. "What the...?" Keeping her guard up, she walked over to a trail. There she saw a metallic substance spread out on the ground.

"What is that?" Knock Out asked as he walked over to her.

Stormracer soon noticed what was left of a tire sticking out plus half a grill. "I... I think it's a car. Or was a car."

"I doubt it melted from being in the sun too long," Knock Out said as he looked around.

Stormracer poked the metal with a stick, realizing it was still in a liquid state. "This was recent." She looked over at the side view mirror sticking out, showing the trees' reflection. Her optics soon widened when she saw something else in the mirror. "Look out!" she yelled as she leaped up and tackled Knock Out away. Both landed with a thud as a ray struck the ground where Knock Out stood. Immediately they looked up to see Airachnid up in the trees with the relic aimed at them.

She gave them a sadistic grin. "Hello."

The two rolled out of the way before she could hit them with another attack.

Taking her digit off the trigger, Airachnid leaped down to another tree as they got back on their pedes. "Aww, don't you two make a cute couple," she said, "I see you didn't waste any time replacing Breakdown, Doctor."

Knock Out only glared at her.

"Airachnid, hand over the relic," Stormracer said, "no one has to get hurt."

Airachnid only laughed at the autobot. "That's cute. But no. I think I'll keep it. But lucky for you, you two will be the first to feel its heat." She then fired at them again, making them leap out of the way.

Stormracer found herself running as the ray chased after her. Immediately she ducked behind a rock, the ray missing her by an inch. She watched in horror as the ray burned a hole into the tree in front of her, causing it to fall forward. Immediately she tucked and rolled out of the way before she could get crushed, but now she was back in the open. A shriek escaped her mouth as the ray fired near her. Immediately she ran for cover, dodging Airachnid's attacks. She soon became grateful for the dodging lessons Arcee gave her. At the same time, she knew Airachnid was only toying with her. It was only a matter of time before the 'fun' was over.

Airachnid was having a blast as she had the ray chase after Knock Out next. The medic ducked from tree to tree as he fired his energon staff at her. Airachnid dodged before firing a web back at him. Seeing the web coming fast, Knock Out was able to dodge it, making it hit a tree instead as he took cover behind a rock.

Stormracer fired her EMP, the pulse missing each time as Airachnid kept moving. The spider femme then fired a web at her arm, covering the EMP completely. "Scrap!" she exclaimed as she tried pulling the sticky web off. But it was cut short when she found herself leaping out of the ray's way again.

Seeing Airachnid near the ground, Knock Out tried getting closer, only for the arachnicon to notice him. Immediately the ray was turned to him, making the doctor jump back as the ray grazed his arm. He let out a cry as he hid behind a rock. Venting heavily, he looked at his wound. The armor was already singed as it stung. He hissed at the pain, but soon realized he had dropped his staff. Looking over, he saw it laying on the ground away from him. He was about to retrieve it before Airachnid fired the ray, missing him by inches. Having to leave his weapon behind, he swore to himself as he kept moving. Soon he and Stormracer regrouped behind a larger rock, both of their sparks beating loudly as they kept their heads down.

"This isn't going well," Stormracer said.

"Oh gee, what gave you that notion?" Knock Out asked with a frown.

"We need a plan. One that involves not dying."

"I like it so far."

Hearing Airachnid approaching, they pressed themselves against their hiding spot.

"Come out you two," the spider femme sang, "I promise to make it quick."

They had to think fast. Getting an idea, Stormracer opened her compartment.

Airachnid gleefully hissed as she readied the heat ray. It wasn't long before Stormracer got up and ran for it. The relic was fired, missing the femme as she ducked behind another rock. Knock Out then leaped out and ran another way, bringing her attention to him. Stormracer ran for it again, making her fire at her. Both were constantly dodging as she tried to hit them. At least she believed it was them.

Still hiding behind the same rock, Knock Out watched as Stormracer used her hologram projector to distract Airachnid.

"Nice one," he complimented.

"This won't fool her for long," she said.

Knock Out looked over, seeing his staff further away. "I have to get my staff. Can you distract her long enough?"

"I'll try. Hurry!"

Waiting for the right moment, Knock Out snuck out of their hiding spot and quietly made his way over to his weapon.

Stormracer continued trying to distract the arachnicon who was growing frustrated. Just then her optics widened in horror as the hologram projector started acting up. Soon the holograms disappeared.

"Nononono, not now!" Stormracer said as she whacked the projector.

Airachnid looked around in confusion. "What the-" she said as she was about to turn around.

Knock Out looked over and immediately ducked down as the arachnicon looked his way.

Not wanting her to see Knock Out, Stormracer immediately jumped out from her hiding spot and waved her arms. "HEY, OVER HERE!" she shouted at the arachnicon, gaining her attention. She was already running as Airachnid fired the ray at her. She tucked and rolled behind a rock before desperately trying to get the web off her EMP. She then let out a gasp as Airachnid leaped over and landed in front of her. Stormracer pressed herself against the rock as the ex-con aimed the relic at her and laughed. But before Airachnid could fire, she let out a shriek as a blast hit her, making her drop the relic and fly backwards onto her back. Seeing Airachnid down, Stormracer looked over to see Knock Out with his energon staff in hand. She let out a vent of relief. "Thanks for the save."

"Just trying to even the score," he said as he got beside her. He looked at Airachnid, still stunned from the attack as she laid there on the ground. He glanced over at the relic. Why not use the weapon she tried scrapping him with? Evilly grinning, he picked it up and walked over to her. This was his chance. Charging it up, he aimed it at the spider femme. But before he could fire, a teal servo was placed onto it, making him look over to see Stormracer standing there, her optics pleading him not to pull the trigger.

"Stand back," he told her.

"I know you're angry, and you have every right to be," she said calmly, "but this won't help you."

"Easy for you to say!" he snapped, "she didn't rid you of a partner!"

"You think I never lost someone close to me?" she asked with a frown, "I lost my best friend to Starscream!"

"Let me guess, all you needed was an apology and then you went off on your merry way?"

Her frown deepened. "What's that supposed to mean?"

"It means you're too soft to even the score! You couldn't do it even if you wanted to! I doubt you even have a bad bolt in your body!"

She quietly looked at him before letting out a vent. "You're wrong."

He raised his optical ridge at her.

"When we took Starscream prisoner, Arcee and I were assigned to guard him while the team went to complete the mission. During then, he let slip that he... that he took Cliffjumper from us. Arcee was ready to terminate him. He looked at me and begged me to stop her. But I just looked at him. I wanted Arcee to do it. I wanted her to end him at that moment for what he did. Scrap, even I wanted to do it!" She released a vent to calm herself. "I had to fight myself to finally tell her to stop. So yeah. I do understand. I know what it's like to want payback. But how are we any different if we do the same to them?"

Knock Out's frown slowly disappeared as he looked at her. He then heard a laugh, making him and Stormracer look to see Airachnid getting back up. His frown returning, he brought his arm around to move Stormracer behind him.

"Are you really going to listen to her, Knock Out?" Airachnid asked as she stood up straight. "Don't you want to know what I did to poor Breakdown?" She grinned. "Once I figured Megatron's true intention, it didn't take long for me to set off Breakdown. He always did have that short temper of his, didn't he?"

Knock Out's glare deepened as she continued.

"He gave chase, had me cornered. A shame he was more fixated on me and not on the little trap I set for him... it only took ten seconds to cut him down to pieces."

That did it! Knock Out let out an angry roar as he fired the relic. But Airachnid leaped into the air and got behind him and Stormracer. Soon, both were individually webbed up as Stormracer fell to the ground and Knock Out flew back against the rock. The heat ray had fallen from the red con's grasp as it laid there far out of his reach.

Airachnid picked up the relic and sadly vented. "That was so easy it's just sad."

Stormracer struggled to free her arms as Airachnid approached Knock Out. Quickly thinking, she looked at the device still in her servo and fumbled with it.

Knock Out growled as he struggled to free himself, but the web restrained him to the rock, limiting his movement. He glared up at the ex-con. "At least tell me this. What did you do to his remains? What use did you have for them?!"

Airachnid only shrugged. "Don't know what you mean. I have no use for junk." She then charged up the heat ray. "But don't worry. You'll see him very soon."

Knock Out's optics widened in horror as she turned on the weapon. The ray hit the rock and was slowly making its way towards his neck cables. He tried his best to push himself away, but the web kept him from going any farther. He soon shut his optics as the ray got closer.

"Airachnid!"

Hearing the voice, Airachnid deactivated the ray and turned around. There stood Arcee with her blades out and ready.

"Arcee," Airachnid said with a grin, "come to watch me snuff your teammate? I will gladly give you a show."

Arcee charged as Airachnid fired at her, only for the two wheeler to dodge her attack.

Hissing at her foe, Airachnid activated her spider legs and lunged at her. Arcee dodged again, but still had her blades up each time she dodged.

"What? Not going to strike back?" Airachnid asked the two wheeler. "That's not like you."

With Airachnid busy, Knock Out looked over at Stormracer. His optics widened when he saw her using her hologram projector with her free servo. He looked at Arcee, realizing it was just another one of Stormracer's holograms. He couldn't help but smirk as he looked back at Stormracer. "Psst!" he said to her. "Over here."

Making sure the hologram would still by some time, Stormracer set the projector down before rolling over towards the decepticon medic. She got beside him and forced herself into a sitting position. "You okay?"

"Peachy," he muttered, "Think you can free my arm so I can slice my way out of here?"

Making sure Airachnid was still distracted, the teal femme leaned over and pulled on the web near his arm. "Please don't slice my digits off," she told him.

Airachnid hissed in frustration as Arcee dodged again and got into a battle stance. She was beginning to notice a pattern with the two wheeler's movement, not to mention she never once struck a blow or said a word. Something wasn't right. Airachnid studied the blue autobot carefully. Knowing which way the two wheeler would go, she fired the ray... only for it to go right through Arcee. Airachnid's optics widened as the hologram began glitching before disappearing completely. "A hologram." Realizing it was a distraction, she turned around to see Stormracer trying to free Knock Out.

Stormracer let out a grunt as she pulled part of the web off. "Almost got it."

Realizing all was quiet, Knock Out looked up and gasped. "Look out!"

Stormracer looked up and shrieked as the ray hit near her head, making her fall onto her back.

Airachnid laughed as she approached her on her spider legs. "Nice trick. Too bad it didn't last long enough."

Stormracer used her legs to scoot away as Airachnid got closer, her spider legs making her look creepier as she gleefully hissed. Stormracer soon bumped into her hologram projector, causing it to turn on again. But instead of Arcee, it showed a hologram of Sierra standing right beside her. She looked at it, thinking she may never see her friend again as the hologram looked back at her.

Airachnid looked at the image and grinned. "Is that your human?"

Stormracer's optics widened as she looked up at the arachnicon.

"She's a pretty one. Perhaps once we're finished here, I'll pay her a visit." Using one of her spider legs, Airachnid pierced the small hologram before it flickered out of sight.

Stormracer fearfully looked up as Airachnid activated the heat ray.

"Too bad her guardian won't be there to protect her," the ex-con said.

"Even if I'm not there, the others will protect her from you," Stormracer said, trying to sound brave.

"We shall see." Airachnid then turned on the heat ray, hitting Stormracer's side. The teal femme let out a scream as she felt the heat cutting through the web and melting her armor. Airachnid grinned, intending on making her demise as slow as possible. Just then her arm was pulled back, moving the ray away from the femme. But before she could comprehend what was happening, she let out a grunt as a fist made contact with her face, sending her flying back a good distance away.

With the spider femme down, Knock Out cut the web off of Stormracer before taking a look at her wound. The autobot winced as he looked at it. Besides needing armor replacement, he didn't see anything life threatening. She was going to be alright.

He brought his attention back to Airachnid, seeing she was getting back up with the relic laying on the ground right between them. Both made a run for it as Airachnid fired a web at the doctor, only for him to slice it with his buzzsaw. The two ended up clashing into each other as both tried to grab the relic. Airachnid lashed out at Knock Out with her spider legs, scratching his armor. This only angered him more as he swung his buzzsaw at her, cutting her arm. Letting out a painful yell, she angrily hissed before spitting acid at him.

Knock Out let out a yell as the acid hit his face, burning into his cheek as he tried to wipe it off. This unfortunately gave Airachnid the distraction she needed as she fired a shot at him, hitting him in the chest and sending him falling to the ground with a thud. Grinning over her victory, Airachnid approached him, her spider appendages spinning around on her back.

Knock Out groaned in pain before looking up to see Airachnid standing there as she maliciously chuckled at him.

"Say hi to Breakdown for me." Raising up her spider appendage, she brought it down towards his spark.

It all happened so fast. One moment Knock Out saw the spike coming down at him. But he soon gasped at what he saw next.

Not long after she got between Knock Out and Airachnid, a wide eyed Stormracer stood there in shock with the spider limb impaling her in the mid-section. Soon as the leg was pulled out, she gasped as she fell to the ground.

Knock Out's optics widened as energon pooled underneath her. He could hear her whimpering as she tried to vent through the pain. His energon began boiling as Airachnid towered over her.

Airachnid chuckled at the teal femme laying helpless before her. "I'll be sure to send whatever's left of you to Arcee." Lifting the spider leg up again, she prepared to finish her off. Just then she let out a scream as a buzzsaw sliced her spider leg clean off. Staggering back with energon dripping from her wound, she looked up to see Knock Out back on his pedes, looking angrier than before.

Knock Out let out a furious roar as he tackled the arachnicon away from Stormracer. The two rolled around as they tried to overpower each other. Airachnid scratched his armor, but he didn't care. He was too angry to care. He gave her a good punch across her jaw before she sliced his face in return. Knock Out soon found himself on his back, dodging Airachnid's remaining spider limbs as they tried to impale his head. He was able to grab one before it could, trying to hold it back as much as possible while the other legs pinned him down.

Seeing the relic not too far away, Airachnid fired a web and yanked the weapon back into her possession. "You should have used this when you had the chance."

Knock Out watched as she charged it up. Looking at the spider leg in his grasp, he twisted it with all his might before snapping it into two. Airachnid let out a blood curdling scream as the medic jammed the sharp severed limb into the relic, causing it to spark. He then crawled away as the ex-con staggered back before regaining herself.

Furious at the doctor, Airachnid went to fire the heat ray, but soon realized the damage done to it as it only sparked.

"Allow me," Knock Out said as he pulled out his staff. "This is for Breakdown!" Firing a blast, he hit the gun, causing it to explode in Airachnid's face. The spider femme screamed in agony as smoke engulfed her. Knock Out had his weapon up as the screaming died down, wondering if that was it. He then jumped in horror when Airachnid leaped out of the smoke. Her face was half melted nearly off, horrifically disfiguring her. Letting out an angry roar, she lunged at him, only for the red con to instantly fire at her in the chest.

Airachnid flew back and fell to the ground, weakened from the shot. Realizing she wouldn't win the battle, she hissed at him. "You'll pay for this, Knock Out!" Using her remaining spider legs, she drilled her way underground.

Knock Out tried to shoot her, but missed each time as she fled. He cursed to himself, wanting to go after her. Remembering Stormracer, he turned around to see her trying to put pressure on her wound, but she was growing too weak. Immediately he ran over to her aid. "Try not to move," he said as he put pressure on the wound while activating his welder.

Stormracer let out a whimper as the welder stung her. She felt herself going dizzy from the energon loss. Knock Out tried to work as fast as possible, but her optics began growing heavy. She could barely keep them open as her sight faded in and out.

"No, you have to stay awake!" he told her urgently, "come on, come on! Stay with me!"

Stormracer tried but was struggling. Soon his talking turned to murmurs. Next thing she knew; everything went black.

(Time skip)

Beep beep... Beep beep... Beep beep...

The first thing Stormracer heard was a spark monitor. Slowly opening her optics, she found herself staring up at a familiar ceiling. She was back at base. She blinked a few times as she slowly remembered what happened.

"Storm?"

Hearing her name, Stormracer glanced over to see Sierra standing beside her.

"H-hey," she said weakly.

Tears filled the girl's eyes as she hugged her friend. "Don't ever scare me like that again!"

"Stormracer!" she heard Ratchet say as he rushed over to her other side. "Thank the Allspark!"

Soon the others rushed over to Stormracer, all relieved to see she was awake.

"Scrap, you scared us!" Bumblebee bleeped.

"Wh-what happened?" Stormracer asked.

"Soon as we were in range, we got Sierra's call," Ratchet said, "we hurried to your location and found you in stasis lock. You lost a lot of energon."

"What were you thinking?!" Arcee scolded her, "going against Airachnid?! We could have lost you! Don't you ever do that again!"

"I'm... I'm sorry," Stormracer said, "I thought... I thought I could help by going."

"While it was unwise for you to go on your own, we too are at fault for being out of range as long as we were," Optimus said. "We are just glad that you're still with us."

"Sierra also mentioned you and Knock Out teamed up," Bulkhead said as he folded his arms, "the con was nowhere in sight when we arrived." He huffed. "Probably fled to save his own paint job."

"N-no," Stormracer said, "he... he helped m..." Stormracer found it hard to speak as she let her head down.

"You can tell us everything later," Ratchet told her, "Right now you need to rest."

Stormracer vented but was too tired to argue. Sierra stayed by her side as she shut her optics.

While she rested, Ratchet pulled Optimus to the side.

"She was already patched up when we found her," Ratchet said, "I may have taught her how to do repairs, but I doubt she did it to herself."

"You suspect Knock Out may have had something to do with it?" Optimus asked.

"But it doesn't make sense!" Ratchet said, "Knock Out only cares about himself. Why would he help Stormracer?"

Both looked over at Stormracer, resting peacefully on the medical berth with Sierra keeping watch over her.

"Perhaps in time, we will learn the answer," Optimus said.

Ratchet vented but agreed. Right now, his assistant's well-being was more important.

(Time skip)

The next day, Stormracer felt much better. However, it would still be sometime before she could leave base. She had told everyone what had happened, though they were still sceptic of Knock Out, despite her saying he helped her.

Back in her hangar, she looked at her torso. Though the spot was still tender, Ratchet had done a great job sealing the hole. And Knock Out... she wouldn't be there if it wasn't for him. She stretched her arms up before hearing a clanking sound. Confused, she opened her arm compartment to see her hologram projector inside. She was surprised to see it, thinking she had left it back in the woods.

"I don't remember putting you in there," she said as she pulled the device out. She looked at it and vented. At least it came in handy for a short while. Still, it was probably best for her to fix it before bringing it out into the field again. She flipped it over and then paused. Scratched into the back of the projector was writing. A set of coordinates with a time and date. And a message.

Meet me if you can. Knock Out.

And that was Spider's Web Part 2! I hope you all liked it. Next chapter is called Memorial and yes, it's another SR/KO chapter. Until then, thanks for reading and hopefully I will post again soon. Until next time! God bless!