"Now that Maxie-Bolt is in the team again, let's see the Preds stack up to their aerial superiority now!" Warpath cheered.

"They still got Inferno and Waspinator, and heck, Megatron can fly too." corrected Air Raid.

"Yeah, and Primal's got Cheetor and Silverbolt's grandkid in the mix. I'd say that's even!" replied Bulkhead.

"Even indeed. Omega Scion, if you may..."

"Alright, everyone take your seats."

They already took their seats as the Orb revealed another viewing counting down to three...

Languished in boredom, the Predacons' leader, Megatron then called forth his 'most trusted subordinates' as he considered...

"Ah my happy little band... Eager to begin another glorious Predacon day are we?"

Tarantulas arrived. "Why have you called me here Megatron? I am engaged in important research on our new Transmetal forms!"

"Yess, I have no doubt you are." Megatron retorted cooly. "But I have more important duties for you. I've detected a large store of Energon cubes in Grid Arakis." He ordered "You will build a refueling station there. Blackarachnia and Quickstrike will assist you."

The scorpion Fuzor arrived at the mention of his name "Don't trust tall, dark, and creepy to handle things himself, eh? If I gets th' chance t' kick me some Maximal butt 'long the way, who cares?"

"And how may I serve you, Royalty?" Inferno arrived with Waspinator.

"Yes, what Waspinator do?"

"You two will construct a jamming tower at these coordinates, disrupting Maximal communications." Megatron ordered.

"What precisely are you doing?" Blackarachnia asked.

"Planning for the future. Now go." Megatron said, dismissing his minions to carry out their orders.

"Something tells me the Maxies are gonna find out what they're doing." said Wheeljack.

"Betcha their plans are gonna get toasted!" teased Warpath.

"Provided the Maximals get rid of that jamming tower. No way they can communicate when their communications are blocked." Ultra Magnus pointed out.

"On our way, Boss-Bot." Quickstrike responded to his orders.

"As you command, my Queen." Inferno departed with Waspinator.

"I do wish he'd stop calling me that." Megatron cringed.

"What did you prefer for him anyway? Call him 'My Master'?" Predaking asked.

"So Megatron means to persist in his madness?" Tarantulas wondered as he left his lord's company. Elsewhere, him,  Quickstrike and Blackarachnia carried out a menial task of lifting heavy materials required for the construction of the recharge station, much to the former's displeasure.

"Tar...Tarna..." grunted Quickstrike as he struggles with the heavy lifting of a I-beam.

"I cannot believe... Megatron expects me to carry out such a menial task." Tarantulas groused having to carry heavy loads to prepare building the Energon recharge station.

"Stop griping and start lifting!" Blackarachnia snapped. "Now, I've divided the load into equal shares for transport." She then turned to Quickstrike seductively. "Though I'm sure a big, strong bot like you could carry more than anyone, hmmmm?"

Arcee scoffed. She remembered Airachnid even trying to seduce Smokescreen for information about the location of the last three Primes prior to the Katraga Incident.

"Think so, huh?" Quickstrike replied, falling for Blackarachnia's charms. "Sugar-bot, no stronger Pred in town. What say you just pile it on heavy-like?"

"Well... if you insist..."

Tarantulas groaned.

"While spider-bots argue, Waspinator and Inferno finish job. Megatron will be pleased." Waspinator then lifted the loads for the jamming tower upward, leaving the Darksyde.

"And we do live to please Megatron. But perhaps the Maximals can throw a little hitch into Megatron's plans." Tarantulas whispered insidiously.

"Ohhh... you mean you're going to sabotage the operation by letting the Maximals know? That's so loyal of you, spider!" Breakdown spat out sarcastically.

"Least we know that Megatron's minions aren't exactly that loyal to him." Barricade stated.

"Well then, 'partner', let's head 'em up and move 'em out." Quickstrike griped as Tarantulas transformed, hooked himself up to a truckload of the construction materials and rode out.

Meanwhile, with the Maximals, about the Transmetals were testing upon their new bodies.

"Any progress Rhinox?" Primal asked.

"Despite my tests, we still don't know what limits these new Transmetal states may have." Rhinox said. "Perhaps this new biogen scan will-" the plug in caused the scan to short out, knocking Rhinox a foot away and harming Primal. "Or perhaps not." then passed out.

"Hate to interrupt your fun, big-bot, but I'm pickin' up a weird signal." Cheetor interrupted. "It's a Pred code but it's on a Maximal frequency."

"Location?" Primal asked upon leaving the testing chamber.

"Can't get a fix. It keeps... moving." Cheetor replied.

"That must be Tarantulas. He's trying to sabotage Megatron's operation." Ultra Magnus commented.

"Mostly for his personal agenda, I believe." Jetfire stated.

"Who's closest?" Primal asked.

"Rattrap, Silverbolt! You guys busy?" Cheetor hailed both of his comrades. As both were wandering around.

"Yeah, skycat, I'm gettin' my spankin' new armor polished. Whaddaya want?" Rattrap responded.

"We're pickin' up a Pred signal on vector 8-4-7." Cheetor relayed "Optimus says Track and Identify."

"We'll get on it immediately, Cheetor." Silverbolt replied, cutting off comms.

"Hey, sounds like just another wild Pred chase t' me." Rattrap stated cynically.

"Perhaps so,but our leader has charged us to learn the truth, my friend... ...And Silverbolt, for one, shall prove worthy of his trust." and thus, the Maximal Fuzor departed by flight, leaving Rattrap in the dust.

"Man, I just hate it when he does that." Rattrap spat out.

"I'd say let it! If that's what he wants to believe, so be it." Silverbolt spat out.

"Maxie-Bolt's never gonna give up on the 'shiny knight in armor' routine, is he?" asked Sideswipe.

"Nah, that'd be because he'd be late at knight!" Cliffjumper joked.

"Primus darn it, Cliffjumper!" cursed his partner and closest friends.

Elsewhere, Quickstrike and Blackarachia were hauling materials FAR behind Tarantulas due to not having vehicle forms themselves. In Beast Form no less.

"How ya holdin' up there, widder-gal?" Quickstrike asked.

"Oh well I...I'm...managing, thank you, Quickstrike." Blackarachnia replied.

"Well, if that load becomes too much fer ya, Sugar-Bot, you just lemme know, hear?" he asked.

"All right, sweetie." once Quickstrike was away from her, she felt Tarantulas' presence cloud her mind again. "What a gullible fool he is."

"Tarantulas?" she asked.

"Forgotten our mental cyberlink, she-spider? Well, I haven't." He taunted wickedly.

"Looks like Tarantulas is up to his tricks again to torment Widow Gal there." quipped Swindle.

"Probably to toy with her or something else." Vortex mumbled.

"What do you want, quasar brain?" she asked disdainfully.

"Just to give you a quick reminder. Play whatever games you wish with him,but dare to cross me... And you will suffer for your treachery." Tarantulas then laughed sadistically, causing Blackarachnia to suffer a load dropped on her.

Arcee chuckled.

"Sometimes, seeing her suffer reminds me of what I should have done to Airachnid." Megatron commented.

"Sugar-Bot!" Quickstrike transformed and attempted to pull Blackarachnia out of the mess she's in. But surprisingly she did that herself. "Hey now, I tol' ya to lemme help wit' that." he tried to help.

"Oh, back off robo-rube!" Blackarachnia snapped.

"There just ain't no figgerin' a female." Quickstrike muttered.

"A fact of life, Fuzor." Tarantulas pointed out then departed.

"Laugh while you can, ground crawler." Blackarachnia silently cursed. "I'll free myself from your control... And then you'll pay."

"I'm counting on that myself, witch! And when I do... I'll make you kneel to me again!" Vortex said mimicking Tarantulas' voice ending with his signature cackling.

"How the heck can you do that, Vortex?" asked Brawl.

"Simple, my brawny friend. I asked Shockwave to modify my vocal cords to speak the voices of the Predacons!"

"He can do that?!" Brawl asked with astonishment.

"Only once, he said. I don't think he has vocal modification modules at the moment." Vortex chuckled, leaving Brawl deflated.

They managed to make their construction site inside a cave. An

"This here's the right spot, alright." Quickstrike then turned to Blackarachnia "Once we're dug in here, little lady, ain't nothin' gonna bother us." Amidst preparations for the construction of the recharge station...

"Megatron chose wisely. I won't be needing the Maximals after all." Tarantulas whispered. He called on a drone telekinetically, carrying forth the Maximal frequency to his side and crushed it beneath his foot. "This area is indeed a perfect location...for my new lair!" and cackled manically.

"AH HA! SO YOU WERE USING THE MAXIMALS FOR YOUR TWISTED SCHEMES YOU EVIL DOER!" Warpath said, wearing the sterotypical detective wear with a fake mustache.

"What are you wearing, Path?" asked Grimlock.

"A gift from Omega Scion himself, my friend!"

Ironhide ripped out his fake mustache, prompting Warpath to squeal in pain rubbing his mouthplate soothingly.

Elsewhere, as Silverbolt and Rattrap were nearing on the frequency, it was lost.

"Where'd it go?" Rattrap asked in surprise as he lost the frequency."We lost the signal." 

Silverbolt stopped.

"So whadda we s'posed t' do now?" Rattrap asked.

"Follow our noses of course."

"Well, considering the honkers we got, it's worth a shot." Rattrap decides to go along with Silverbolt's suggestion to use their smell to follow the lost Maximal frequency.

"Oh yes, smell the signal like cheese, come to us, Rattrap! We have garbage and cheese!" Swindle joked.

His fellow Combaticons, Breakdown and Barricade laughed.

"Only thing wrong with t'day so far... ain't had me a chance t' whup nuthin'." Quickstrike hissed.

"You know, properly defended, this cavern would make an almost perfect fortress." Blackarachnia susgested.

"Yes I suppose it would..." Tartantulas wondered then he walked to the side of the cave where fresh contained Energon can be found "this much energon could sustain a frugal Predaconfor quite some time, but..."

Blackrachnia interrupted catching up with him. "Something's percolating in that devious brain of yours."

"You're right about this place. It would make a perfect new lair... For all of us." Tarantulas suggested.

"You mean for yourself? You didn't plan to share the lair with anyone, let alone your lord." Onslaught pointed out.

"Look, I know you're upset about your old lair being destroyed in the Big Burn..." but she stopped to realize "What do you mean "all of us"?"

"You, me and perhaps the Fuzor as well. An arachnid trio allied against Megatron and Maximals alike." he continued his suggestion.

"Side with you against Megatron?" Blackarachnia then spat out in disgust "You're out of your mind, Webs!"

"And inside yours, remember?" Tarantulas reminded. "So you really have no choice now, do you?"

"Hmph! For what end do you intend to plan against your leader, Tarantulas? I never saw you capable of leading the Predacons!" Breakdown spat out.

"Maybe..." Blackarachnia said reluctantly.

"Even you can't lead a squad of Vehicons to battle." Arcee jeered.

"Hey! I gotta do all the work around here?" Quickstrike spat out stepping in between both spider Predacons.

"Tell me Quickstrike, how do you feel toward Megatron?" Tarantulas asked.

"Boss-Bot? He's done okay leadin' us so far." Quickstrike earnestly replied. "'Fact, my only complaint is not havin' enough keisters t' whale on regular-like."

"Commendable. At least your loyalty to my 'descendant' proves you are worthy in his table." Megatron commented.

"Much like Scorponok." Dreadwing said.

"At least Quickstrike's loyalty isn't so discarded easily, brother." Skyquake assured.

"Side with me against him, Fuzor, and you'll have ample opportunity to prove how tough you are." Tarantulas offered.

"I will, huh?" Quickstrike had a short moment of contemplation and agreed. "Sounds good. De-struction is better than con-struction if you get my drift. Still Megatron's pretty tough."

"Hmph, yes he is. How would Tarantulas fare against Megatron if he couldn't overwhelm Inferno by himself?" Skyquake challenged.

"Quickstrike alone may not be enough against Megatron." Breakdown stated.

"I see. You fear him." Tarantulas surmised.

"There's nothing crawls, walks, flies or swims that I'm afraid of." Quickstrike pointed out. "Count me in. But if yer lyin', spider-bot, yers'll be the first keister I dropkick." he said threateningly at Tarantulas.

"Now there is nothing to stop me." Tarantulas commented as Quickstrike left his company.

"Pah! There's always another fool to stop you, spider!" spat out Skyquake.

But as Rattrap and Silverbolt were closing in to the location where the signal was last found...

"Have you found something my friend?" Silverbolt asked.

"Take a whiff." Rattrap replied. Silverbolt followed suit in sniffing the scent. He growled realizing 

"The Spiders... And Quickstrike, I think. The scent is faint..." Silverbolt walked to the direction of the recently paved trail. 

"Rattrap, here!" Silverbolt called. Rattrap came to him and found the paved ground.

"Three of them alright. Carrying heavy equipment of some kind I would say."

"Yeah, with my luck it'll be a megablaster." Rattrap guessed.

"You hadn't found them yet, Rattrap." Arcee reminded.

"Let us hope he can. That recharge station may prove an obstacle for the Maximals if completed." Prime assured.

"Whatever comes, we shall face it. Let us track them down." Silverbolt marched forth to the trail.

"Man, and I thought Optimus's speeches were bad!" Rattrap whined and followed the Maximal Fuzor.

"I thought the same thing when he started over this Prime gig." commented Smokescreen. Prime just shook his head pretending to ignore it.

"Oh boy..." Blackarachnia muttered while digging in a chest full of equipment. "Laugh while you can, spider-boy. When the time is right, that datatrax I downloaded will mean the end of...

"Something on your mind?" Tarantulas interrupted.

"Me? Wh-whatever do you mean?" Blackarachnia lied, attempting to play dumb. But Tarantulas would not fall for it.

"Don't play coy with me." Tarantulas spat out. "I'll scan your mind for the answers if I have-" he then began to tighten his psychic grip on Blackarachnia, scanning her mind for anything she held out on him. "Remarkable! A section of your circuits has been blocked to me!"

"Don't know..." Blackarachnia tried to lie futilely. "what you're...talking about!" while suffering under Tarantulas' control over her.

"Open your mind to me." When Blackarachnia refused, he demanded "OPEN IT! NOW!"

But the black widow Predacon instead threw a piece of equipment she was holding at Tarantulas, breaking out of the psychic grip then transformed to Beast Form and skittered away.

"Of course, you realize this means war." Tarantulas cursed.

"It certainly does, Tarantulas Bunny." Knockout quipped.

"You know you've done bad, Cliff, when Knockout's quips are better than your jokes." Wheeljack pointed out.

"Hey! My jokes can make people laugh!"

"Yeah... make a crowd of ghosts laugh." muttered Sideswipe.

Meanwhile, while Megatron was relaxing in his private tub in the Darksyde...

"Job all done, Megatron." Waspinator reported. "Waspinator and firebug be back soon." as the construction of the jamming tower has been completed.

"You have done well, Insect, yes." Megatron replied, appeased with the success of his pathetic minion. "I wonder how the others are faring." He attempted to hail his minions in charge of the recharge station. "Tarantulas, come in. Tarantulas? Blackarachnia? Quickstrike? Anyone?" He cursed aloud. "Blast those arachnids! What are they up to now?!"

"You should have left Waspinator in charge of the recharge station, you lazy waste of scrap." derided Dreadwing.

Tarantulas walked in the caverns to look for Blackarachnia. "You can run, she-spider, but you can never hide. When I get my claws on you, I'll..." which was cut off when Blackarachnia appeared at his side brandishing a knife reassembling a kris blade.

"And just what do you think you're doing?" he asked after cackling. 

Blackarachnia then kicked a contained Energon cube to her other hand. She attached the cube to the knife as the blades began to squeeze the cube. "I'm tired of being your slave. Either terminate the link between us, or I'll crack this cube, and you know what will happen then." she demanded.

"Oh yes, do that, and then pass away of contamination as you will, spider. I doubt you can while Tarantulas can control you." spat out Skyquake.

"You don't have the nerve." Tarantulas taunted. "Besides, I can stop you with a single thought."

"Maybe." Blackarachnia replied. "But I'm betting the energon radiation will interfere with our link."

"Will it? Let's find out." Tarantulas began to tighten his psychic grip on Blackarachnia. While the black widow Predacon suffered mental distress from him, she struggled to resist his grip to spit out "I... warned... you..." and pressed the knife, using the Energon to counter his psychic grip, harming Tarantulas mentally in the process.

"Demon! What have you done?" Tarantulas hissed under the same mental distress he delivered unto Blackarachnia. "Stop this insanity, she-spider! Throw the cube away!" he demanded.

"N-n-never...!" she refused. "I will be free, one way or another!"

Some of the Renegatrons and some of the Autobots gasped.

"Is she trying to blow herself up?!" asked Warpath.

"She said she would want to be free even if she would be deactivated trying." said Perceptor. "She's trying to share the pain with Tarantulas to force him to cut off his psychic link over her."

"That's a dangerous gamble that spider's betting..." muttered Ironhide.

"But hey, she didn't want to be Tarantulas' plaything anymore, and so there she is, risking her own Spark to be free of him." Jazz said.

"Fine then. Go ahead and delete yourself for all I..." Tarantulas suffered under heavy mental pressure when Blackarachnia overloads the link between him and her. "No! Cyberlink works... both ways! I share... your pain..."

"Then sever... the link... Tarantulas...!" Blackarachnia demanded while suffering from the