"That being said and all, it was pretty funny that the Predacon's master plan has failed because of a protohuman girl." Knockout laughed. "Typical."

"Which is a lesson why underestimating anyone is a grave consequence that I hope you all do not forget." Megatron snapped to his subjects.

They all nodded in understanding.

"That aside, what about that transmetal thing Blackarachnia had with her? She was planning to turn herself to a Transmetal, right?" 

"Though the risk of that is dangerous, it's what she's willing to take regardless. Omega Scion?" Prime turned to the latter.

"Very well, in three...two...one..."

In a not-so secret lair, Blackarachnia stands before her very own Transmetal device; nearly the same device that created Dinobot II.

"Energy grids holding." she placed the Transmetal Driver as a core component.

"Now what is she doing?" Arcee glared.

"That very device; almost like what Megatron did with the protoform to create Dinobot II... she's going to upgrade to a Transmetal II." Perceptor pointed out.

"It's no quantum surge, but it should do the trick." with the transmetal fuser device ready so was the transmetal driver. "Online!", as she sealed herself inside the device and activated the machine.

Worried about his beloved, Silverbolt went out airborne to look for her.

[Energy surge detected at vector 0-1-0.] believing her to be in danger again, he flew to the coordinates.

When he arrived, Blackarachnia dared "Hit me... with your best shot!" as she activated the transmetal process. Yet he showed up horrified "Blackarachnia!"

"Wait, Maxie-Bolt! Don't stop her! It's not a Predacon trap!" Jazz yelled.

"Silverbolt! NO! You..." she tried to stop him, yet-

The knightly Fuzor, believing his fair lady to be endangered by a Predacon device, charged in and interrupted the transmetal process by striking away the driver, causing the device to impode. When the smoke clears, Blackarachnia survived, yet completely despondent.

"Way to go, bowser. You just blew a decacycle of hard work, and I'm still the same old me." Blackarachnia derided, obviously angry.

"Why?! WHY?! WHY?! You could have killed her!" Jazz whined slamming his head to the armrests.

Arcee laughed.

"What in the name of the Matrix are you doing?" Silverbolt questioned.

"Going Transmetal." she confessed. "And if you hadn't disrupted the energy flow from that alien gizmo, it might have worked!"

"Are you mad? You could have damaged yourself! Or worse!" Silverbolt replied.

"I figured if Megatron could use it to create the transmetal, so could I." Blackarachnia argued. "It's not like I haven't... AAARGH!" yet she was cut short by well shorting out on her systems.

"Blackarachnia! What's wrong?" no reply, she passed out, prompting Silverbolt to take her to Maximal Base for analysis.

"Seems like she hasn't prepared much of the Transmetal process, so it may have affected her severely programming-wise." Perceptor continued.

"What is it, Rhinox?" Silverbolt asked, deathly worried about Blackarachnia.

"The Pred shell program they implanted is deteriorating." Rhinox replied. "If it continues, it will infect her Maximal core consiousness."

"Interesting..." Perceptor began rubbing his chin. "That would mean that it would require certain precautions to become a Transmetal. Blackarachnia may not have prepared for it entirely."

"Sounds... serious." she woke up, groaning.

"Blackarachnia..." yet Silverbolt's hand was rebuffed.

"Guess using the Transmetal driver on myself wasn't such a good idea." she mulled.

"I thought you were smarter than that. And how did you get the driver?" Primal interrogated.

"I... kind of... borrowed it." Blackarachnia replied.

"Yeah, from Depth Charge when he was about to get rid of the thing." Sideswipe pointed out.

"Why?" Rhinox interrogated next.

"Transmetals have more power." she replied bitterly. "I wanted it."

"Then you should have told us. We could have helped." Silverbolt replied.

Blackarachnia scoffed "Oh yeah, sure. Like you were gonna help the Pred get more powerful." she replied sarcastically.

"Maximal or Predacon, you're one of us. You should know that by now." Primal reprimanded.

"Technically, considering that Megatron nearly destroyed her." Ultra Magnus pointed out.

"Enough!" Silverbolt interrupted "Our only concern now is Blackarachnia's well-being."

"You're right." Primal turned "Rhinox?"

"I can't stop the deterioration." Rhinox replied. "But I could try severing the Pred shell program from her core consciousness. The only problem is... it's never been done before." he clarified.

"You mean to tell me you have never tried severing the shell programming before?" Ratchet replied suspiciously.

"He's a science officer, not a medical officer, Ratchet. Don't look down on it too badly." Prime assured.

"Wait, what does he mean severing the shell programming?" Bumblebee asked.

"He's going to cut off her Pred programming which may alter her into a Maximal permanently, Silver Bee." Knockout clarified. "But he said he's never done it before, so he's likely going to slip up."

"And if we don't try?"

"She'll go insane, and eventually, her entire core will be wiped." Rhinox answered for Primal. "She'll be a blank."

"So the option there is-"

"Remove the shell programming." Ratchet said cutting off Bumblebee's question.

"But that will also make her mindless! She wouldn't know what to think!" Starscream pointed out.

"Definitely, but hope that they may have a way to replace the shell programming." Knockout pointed out.

"Great choice." Blackarachnia facepalmed "Be a Maximal, or drool oil for the rest of my life."

"They want to save your life." Silverbolt reassured.

"Spare me the pity and end her life already." Arcee spat out bitterly.

"Arcee, please." Smokescreen calmed her down.

"It will take a little time to get the probe ready." Rhinox announced.

"We'll let you know when we're ready." Primal stated.

Once that was assured, Blackarachnia mulled by herself, with Silverbolt catching up.

"Are you alright?" Silverbolt questioned.

"I always figured if anyone survived the Beast Wars, it'd be me." Blackarachnia replied. "Looks like I was wrong."

"You mustn't say such things." Silverbolt dissuaded. "Rhinox will find a way. Trust in him."

"Trust isn't easy for a Predacon." she spat out, lightly disdained.

"You're only a Predacon because of Tarantulas." Silverbolt pointed out. "Inside you're a Maximal. When this is over, you'll be one again. As you were meant to be." he said sincerely.

"Easy for you to say." she shook her head. "You enjoy this hero stuff. Me? I'm a bad girl at heart."

Silverbolt gagged. "Why would the universe curse my descendant with this- this backstabber?"

"It's not a curse, Bolt. It's a blessing!" Jazz replied optimistically.

"Save it, Jazz!" he yelled.

"Oh, I know your heart. And when I look into it I see no evil... only love." he replied, moving in closely with his beloved widow.

"Sappy as always." Blackarachnia groused. "What did I ever see in you anyway?" then she began to realize. "Oh yeah... I remember."

"Don't you... dare!" Silverbolt hissed, but he was silenced by Cliffjumper.

"We get it! You don't like Blackarachnia, but you don't have to, you just have to trust her!" he said.

Yet before she would share a kiss, her deteriorated state aggravated, sending her out cold again.

"NO!!!" Silverbolt yelled as he carried her back to the table.

Later, as Blackarachnia woke up...

"How do you feel?" Rhinox asked.

"Like someone's been playing 'squash the spider' with an energon ball." she replied.

"Then we better start. Are you ready?" Primal asked.

"Aren't you forgetting something?" Prime reminded.

"All except for one thing." Blackarachnia commanded her systems "Decrypt datatrax Widow's Edge. Prepare for direct download." which she clarified to Primal "The Ark's access codes. I figure you have the best chance of keeping them away from Mega-Ego." and through her vision, she began uploading the codes to Primal.

"I knew you couldn't." Prime smiled.

"She's giving Primal access to the Ark. Smart move." stated Ratchet.

"You couldn't pay me to let that spider inside MY processor." Rattrap whined.

"Shut up, Rattrap!" Cheetor snapped.

"Listen to him, rat, if you value your spark." Silverbolt threatened.

"Was... that a threat?"

"Count on it."

Rattrap left abruptly.

"At least he knows better when to keep his mouth shut." Arcee commented.

Once the upload has been completed, Primal thanked "Thanks for all your help."

"Spare me the Maximal mush and let's get the ball bearing rolling." Blackarachnia spat out. Once the shell programming process begins, she was sealed inside.

"See ya soon, boys... If you're lucky." she replied in mock flirtation.

"Engage remote network." Rhinox initiated the process. "Lock down." Blackarachnai powered down. "Power up transmission warp." as the drone began the process of removing the deteriorating shell programming.

"Here goes nothing..." muttered Bulkhead.

"The Predacons are going to find out, Optimus." Ratchet pointed out.

"Hope that the Maximals can hold them off until the process is complete, old friend." he reassured.

"Return to me soon, beloved." Silverbolt whispered.

"She will, Maxie-Bolt." Grimlock commented.

"Shut down on my mark..." after a while, Rhinox called "Mark."

Blackarachnia shuts down.

"Stasis lock disabled... the power feeding the programming shuts down.

"Beginning program removal..."

But the Predacons catch wind when Tarantulas found out in his computer.

"Told ya." Ratchet stated.

[Attention. Attention. Attention. Shell program T70 in jeopardy.]

"Blackarachnia?" Tarantulas then called "Tarantulas to Megatron."

"Ah, Lieutenant. What news?" Megatron asked.

"I've just learned the Maximals are tampering with Blackarachnia's shell program."

"Impossible! They wouldn't chance that, unless..."

"Unless she's passed the access codes onto someone else." Tarantulas suggested.

"Optimus, no doubt. Of course. Which fits in nicely with our little plan for him." Megatron realized.

"But what of Blackarachnia?" Megatron asked.

"She'll never survive the attempt. The shell I implanted in her has certain... 'safeguards'." Tarantulas stated.

"Excellent. But just to be on the safe side, I believe we'll give the Maximals something else to worry about, yesss." Megatron suggested.

"And what would that be?" Brawl asked.

"A diversionary attack. Since Blackarachnia had given Primal the access codes to the Ark, he would likely send his minions to assault the Maximal Base so that they can reach Primal to have access to the Ark themselves." Megatron stated.

"How would you know?" Prime asked.

"If there is anything I had taught my descendant, Optimus, is to always take victory in the most viable methods rather than blind recklessness." Megatron replied.

That frightened the Autobots. But also earned admiration from his subjects.

"And that's why I favor you the most in regards to your divine thoughts, my god!" Thunderblast cooed.

Back in the Maximal Base, while the removal of the Predacon shell programming was nearly completed, an alarm sounded off in the sealed pod where Blackarachnia was confined in.

"Slag! This is Tarantulas's work." Rhinox cursed as Tarantulas' safeguards in Blackarachnia's shell programming began to take effect. "We have to intercept it before it reaches her core consciousness."

The drone managed to intercept the safeguard before it reached Blackarachnia's core consciousness.

"Phew!" Jazz breathed out in relief. He was seriously panicking throughout the whole interval.

"Not too shabby." Rhinox commented. Until then, the base was shaken up by an attack.

"What the slaggin'-"

[Alert. Power disruption. Systems: destabilizing.] as Blackarachnia began to weaken and slip away...

"NO!" Jazz yelled.

"Without power, the process is interrupted. Blackarachnia could pass to the All-Spark." Wheeljack pointed out.

"How did you know?" Bulkhead asked.

"I served Ratch as one of his volunteers before I took up the sword!" Wheeljack explained.

"Rhinox, do something!" Silverbolt yelled.

"Quit yelling and man the lab console. I need back-up." Rhinox retorted as Silverbolt went to the console to give back-up power.

"Rattrap, report!" Primal replied.

"Oh, we got Preds poppin' up from under every rock!" Rattrap replied as the Predacon assault was upon their base. "I'm bringing the autoguns online." and went to work on the console.

Thunderblast laughed "YES! YES! SEE TO THE TRAITOR'S DEMISE AND END HER RIGHT NOW!"

The Predacons continue to intensify their attack.

"GET THOSE GUNS RUNNING RATTRAP!" Warpath yelled.

"Increase emergency power flow to 9.6." Rhinox ordered.

Silverbolt desparately complied "Yes... yes, it's done."

"Rattrap?" Primal asked.

"I can't get a good bead on them with the autoguns." Rattrap replied. "They're shooting from cover and... as far as I can tell, they're aiming at the walls."

"Brilliant. Just brilliant." Grimlock facepalmed.

"They're trying to disrupt our power. Somehow they know what we're doing. We've got to engage them. Optimus Primal, maximize!" he transformed and flew out of the base, firing at the invading Predacons.

"Spread out! Draw their fire away from the base." Primal ordered Cheetor and Rattrap.

"Ignore the Maximals, continue to target the base." Megatron ordered.

"Foolishness. The Maximals would have easier reason to attack them. Risky, as more damages can cause the base to power down, making the safeguards easier to reach the core consciousness." Megatron replied.

"Which means that the Predacons are all-deck to ensure Blackarachnia's demise. Impressive." Onslaught said.

Now Jazz was much more frightened.

"Systems are stable. Keep the power level up." as another of Tarantulas' safeguards was intercepted by the drone while the removal is ninety percent complete.

"You can rely on me." Silverbolt assured.

"This is more fun than strippin' a Maximal's circuits!" Quickstrike gleefully said.

"Fun's over, slime-bucket!" Cheetor rammed Quickstrike off the cliff.

While Rattrap eagerly awaits Rampage coming in "Here, tankie, tankie, tankie, Pop goes the..." once Rampage fell for the trap which was an explosive at his rear that detonated and overturned him, Rattrap quipped "...crab-cake."

Knockout snickered "Impressive!" as he applauded.

"Let the traitor be destroyed!" Inferno yelled as he continued pounding the Maximal Base with more firepower, and dodged retaliating fire from Primal "Your power is useless against the royalty, fool!"

Yet that was not Primal's intention.

[Target acquired.] 

"Huh?" Inferno was blasted off by one of the base's turrets.

"Who's the fool now?!" taunted Starscream as he laughed wickedly.

"This is the last one." Rhinox assessed. One last Predacon programming stalk remained. "Keep the power steady."

"Steady..." Silverbolt wearily complied.

"Uh oh, we got trouble." Rhinox directed the drone to intercept.

"Yes, yes please, just hold on, you're gonna be a-" Jazz was cut off with what happened next.

"Good bye, my treacherous creation." Tarantulas then readied a rocket launcher and fired at the Maximal Base.

"Gotcha now-" the base took a heavy hit just as the drone neared to intercept, causing the safeguard to reach Blackarachnia's core consciousness.

"YES!" Thunderblast yelled, delighted.

[System disruption.]

"NO!!!!!!!" Jazz yelled.

For someone who was meant to look obviously satisfied, Arcee felt the opposite when her face showed in shock.

Grimlock was much, much infuriated.

"What happened?!"

The power eventually shortened out.

"I've got to get back in, before... NO!"

"Rhinox, what happened?"

[Reprogramming aborted.] the process apparently kills Blackarachnia. Keyword: apparently.

Grimlock could not get any more angrier than that. "First Dinobot... then Blackarachnia who was about to redeem herself.... No more... no more reasons, no more fragging games! PredaTron and his goons WILL ALL DIE FOR THIS!"

"Too late. I'm... sorry." Rhinox sympathized.

"Blackarachnia?" Silverbolt looked, horrified at the belief that his beloved had... died.

Tarantulas cackled at his success.

"I'll let Optimus know."

"Tarantulas!" Silverbolt's Spark now fills with fury.

"DON'T STAND AROUND THERE! GET OUT AND TEAR THAT SPIDER'S HEAD OFF HIS SHOULDERS, MAXIE-BOLT!" Grimlock shouted.

"The traitor is done for..." 

"Back to base!"

The Predacons retreated from battle.

"OH NO YOU DON'T YOU COWARDLY WRETCHES! YOU'RE ALL GOING TO PAY! ALL OF YOU!" Grimlock angrily shouted.

"GET THEM MAXIE-BOLT! RIP OUT THEIR LEGS!" Warpath said in bloodthirsty anger.

"Hold your fire." Primal commanded. "They're withdrawing."

"WOO HOO! Rattrap cheered. "Did we whipped their tails or what?"

"Tell me about it!"

"No, something is wrong." Primal replied, noticing something was definitely wrong. "Rhinox?"

The Maximals convened around Blackarachnia's corpse.

Jazz sobbed seeing Blackarachnia dead. "It was the start of a beautiful relationship..." as he was comforted by Cliffjumper and Jetfire.

"I never thought I'd say it, but, uh... I'm gonna miss her." Rattrap admitted. "Just like I missed Chopper- Dinobot."

"I know I will. She was something special." Cheetor admitted.

"We should have trusted her more." Primal expressed regretfully.

"You couldn't have known." Prime stated.

"If only because Silverbolt loved her."

"Yeah... Where is the bird-dog anyway?" Rattrap asked.

"He couldn't have... Oh no." Primal realized.

The Maximals rush out to stop Silverbolt, unbeknownst of the Transmetal Driver flickering to life again.

"That... Transmetal Driver.. is it going to-" Jazz said between sobs.

"Resurrect Blackarachnia? Maybe, but that chance is low."

"It did with Primal, did it Ratch?" Bulkhead pointed out.

"Fair point, Bulk." the old medic admitted.

"Tarantulas... she's gone..." Silverbolt replied, furiously. "and it's all because of you! Silverbolt, MAXIMIZE!" and transformed, intercepting the fleeing Tarantulas by firing