"Too round, too orange, too normal. Ha! Yeah, that's the one.", Sari exclaimed, as she looked over the pumpkins finding the perfect one. "Here, let me give you a hand with that.", Bulkhead offered, as he picked up the pumpkin and started to hand it to Sari, only to squeeze it to hard and have it smash.

"Oops, my bad.", Bulkhead said. Optimus looked at the humans that wandered around dressed in different costumes.

"So the purpose of this Halloween is to disguise yourself, in order to frighten strangers and extort sugar infused nuggets?", Optimus asked. "You say that like its a bad thing, the most important part of Halloween is picking the right costume. It must make a statement and it must get peoples attention.", Sari told him.

But, Optimus didn't seem to be listening, as he walked over to a fake spider on a web, his mind going back to a different planet. Webs were attached to the sides of the cliffs as Optimus, Serenity, and Elita 1 looked up.

"Beautiful isn't it?", Elita 1 asked Optimus. "Yeah, what is it?", Optimus asked.

"I have no idea.", Elita 1 replied. Serenity walked a little further, looking at a web close to the ground and touching it.

"Well, its sticky. What ever it is.", Serenity said, as she struggled to get the webs off. Optimus and Elita looked up at the webs as Sentinel called from behind.

"Optimus! Elita 1! Princess Serenity! Get your fan belts in gear!", Sentinel shouted out, before he transformed. "Sentinel, ever stop to consider why organic planets are off-limits to Autobots?", Optimus asked.

"Hehe your not getting cold landing pads are you, Optimus, old buddy? Especially in front of the princess.", Sentinel said, placing his arms over Optimus and Elita 1's shoulders. Serenity then came back to the others.

"I'm with Optimus on this one guys, if my parents found out-", Serenity said. "Oh come, Serenity! You said yourself that you were tired of being cooped up in fort maximus. Besides, aren't you the least bit curious to see a real Decepticon ship? Think of the history.", Elita 1 said.

Elita 1 had Serenity there, she would give anything to understand what happen in the great war. "Forget history! Think of the Energon. These bots horded this stuff, we find that ship and we are set for the rest of our lives.", Sentinel said, taking his arm off of Optimus and placing it on Serenity, as he led the girls towards to cavern.

"Which we can end up spending in the cyber stockades, if were caught.", Serenity said, as she lifted Sentinel's arm off her and headed back towards Optimus. "Which would you rather face the cyber stockades, or my parents if THEY catch us?", Serenity continued.

"Fine! We get it if you two are too scared. And Seri, this would be the perfect place for a romantic walk.~", Sentinel said, walking off with Elita 1 and trying to make Serenity jealous. But, Serenity just put her arm through Optimus's and said, "I'll go if you go Optimus."

Optimus looked at Serenity and didn't want to back down in front of her. "Ah, someone has to keep you two walking malfunctions from getting in over your heads.", Optimus said, as him and Serenity followed arms linked.

"We never get in over our heads.", Sentinel said. Just then, the ground below them began to rumble until it gave way and all four bots went tumbling down into a cave.

Optimus was the first one to get and gives Sentinel a glare. "What?", Sentinel challenged.

Just then, they heard something down further in the cave. "You hear that?", Elita 1 asked, quickly getting up.

"Sounds like it came from down that tunnel.", Optimus said, turning on his flashlight. "BOO!", Bulkhead yelled, who had placed a small blanket on top of his head trying to look like a ghost.

Optimus was startled out of his flash back and quickly stepped away. "What's got you so jumpy, boss bot?", Bulkhead asked.

"Just a ghost from my past. I'm going to go find Serenity.", Optimus said, walking away. Bulkhead high five Sari who said, "Nice scare big guy, but your going to need a bigger bed sheet."

Meanwhile Serenity was walking alone, her thoughts going back. "Come on, Elita 1! You can do it! For BFF's, right?", Serenity said.

"What if we get caught?", Elita 1 asked. "I'll take the fall. Besides, we won't go anywhere dangerous, just a quick fly around.", Serenity told her.

Elita 1 seemed to ponder this, then a devious smile crossed her face. "Or, we could go some place better, you know that sector that's off limits because it has organic life?", Elita 1 suggested.

"Yeah...", Serenity answered, slightly worried to where this was heading. "I heard there's a crashed Decepticon ship there. We could see a part of what the Great War was liked.", Elita 1 continued.

"Elita 1! When I said I wanted to get out, I just meant a quick get away. Not risking our sparks!", Serenity told her. "Okay, okay, we can just fly over it, no landing. I'll get Optimus and Sentinel to go with us, it'll be fun.", Elita 1 said.

"And no landing?", Serenity asked her. "No landing.", Elita 1 replied.

"Serenity!", Optimus called out. Serenity jumped a little bit at hearing her name called but sighed in relief when it was Optimus.

"Hey, Optimus!", Serenity greeted, as Optimus walked next to her. "What are doing out here?", Optimus asked.

"Just enjoying the quiet.", Serenity replied. "Ok, I can leave if you-", Optimus said.

"No!", Serenity said, too quickly. "No, please. I don't want to be alone.", Serenity continued.

Optimus and Serenity walked in comfortable silence, but Serenity stopped dead in her tracks when she saw a web with a tiny spider dangling from it from a lamp post. This didn't go unnoticed by Optimus.

"Your thinking about her, aren't you?", Optimus asked. Serenity didn't answer but quickly turned around and started walking back towards the base.

At the base. "Velcome, I'm condracubot, I want to drink your motor oil.", Bumblebee said.

He was pretending in his vampire costume. "Hey guys, I finally found something big enough for my ghost costume.", Bulkhead replied, happily, wearing a large striped cover.

With something weird smelling about it, Sari coughed. "Bulkhead, where did you get that sheet?", Sari asked.

"It was just draped over some house, weird place for a bedsheet, huh?", Bulkhead replied. "That's not a bedsheet! It's a fumigation tent!", Sari said.

"Really, what's a fumigation tent?", Bulkhead asked, confused. "It's something the humans use to get rid of termites, I believe.", Serenity said, walking in with Optimus, who went and stood a few feet away staring off into space.

"Hey, are you going to come with us, Seri?", Sari asked. "I don't know, Sari. I'm kind of out of it today.", Serenity told her.

"How come?", Bulkhead asked, concerned. "It's just one of those days.", Serenity replied.

"Then, this is sure to cheer you up! Come on, Seri. You like to experience different cultures right? This is a earth culture.", Sari said. "But, I don't have a costume.", Serenity said.

"Don't worry, I have the perfect one for you.", Sari stated. "So, where's your costume, Sari?", Bumblebee asked.

"Its a surprise!", Sari said, as all the bots looked at Optimus. "In fact i got a lot of surprises planned.", Sari said, as she walked over to the control panel and inserted her key to where one of the levers appeared in front of Optimus holding a fake spider.

Optimus jumped and gave a slight yell in fear of the spider seeing something from his past rather than stuffed spider, he backed up then used his ax to slice the spider to pieces. Everyone looked at him surprised.

"Whoa! Take it easy, big guy, Its just a little Halloween fun.", Sari said, trying to calm Optimus down, but he only calmed down when Serenity came over. "Optimus, it's fake. No need to worry.", Serenity told him.

Optimus looked at Serenity, as she placed her hand on his shoulder then at Sari's key that was still in the control panel. "Somehow, I think that when the Allspark powered your key, it had something more in mind than 'Halloween fun'. You really shouldn't use it unless its absolutely necessary.", Optimus said, as he approached Sari.

"Hello? How necessary was it to use your ax on a fake spider?", Sari commented, as she grabbed her key and walked off. "Come on, Serenity. Let's get your costume.", Sari continued.

Serenity gave Optimus a encouraging smile as she left with Sari, while Optimus stared at the remains of the stuffed spider. Optimus and Serenity continued ahead of the group, as Sentinel continued his blabbering.

"I got a good feeling about this. Any cycle now were going to be overflowing with rich Allspark infused Energonie goodness.", Sentinel said. "Did you really just say Energonie goodness?", Elita 1 questioned, with a hint of disgust.

As Serenity turned her head back to them and snickered a little giving Elita 1 a small fist bump, when Optimus stopped, causing Serenity to hit the back of him. "Sh, sh, i think i hear something.", Optimus said, as everyone got their guard up.

Something in the shadows hissed at them. "Over here!", Elita 1 said, turning around.

"Where's it coming from?", Optimus questioned. "Over that way!", Sentinel said.

"No, its all around us.", Serenity said, her eyes moving around frantically. Suddenly, it appeared behind them, bigger than autobot spiders.

"Look out!", Optimus yelled, dodging the spider's web, which causing it hit Elita 1 against a wall. "Elita 1!", Serenity yelled. as she tried to get her friend free.

Optimus shot a liquid in the spider's face, as Sentinel made his way over to the girls using his shield to cut Elita 1 free. "I take it back. This stuff isn't so beautiful after all.", Elita 1 said, in disgust, as she threw away part of the web.

"Don't worry, ladies! You never need to fear when Sentinel is here.", Sentinel said. "Behind you!", Elita 1 yelled, as the spider bit Sentinel's chest, knocking him out.

Elita 1 then went to use her absorbing powers, when Optimus used his grapplers to grab the spiders leg. "Forget it, Elita 1! Your absorbing powers won't work on organics!", Optimus said.

"But mine will!", Serenity yelled, using her wand to throw the spider back against the wall only to have it jump up again and come at them pinning Serenity under one of its legs, while Elita quickly absorbs Sentinel's powers and use the shield to block herself from another web. She then saw sharp cones on top of the ceiling.

"Who said anything about my powers?", Elita 1 yelled, as she threw the shield at cone causing it to fall on top of the spider spearing it to the ground, almost hitting Serenity. "Elita 1! What were you thinking? You could have killed Serenity.", Optimus yelled, helping Serenity out.

"But I didn't!", Elita 1 called out. "Besides, Optimus, I trust Elita 1 with my life. She knew what she was doing.", Serenity said, placing a arm around Elita's shoulder, as Elita 1 grabs Sentinel's shield, who was getting up.

"I think we've been official out classed, Sentinel.", Optimus commented, as Elita 1 gave him back his shield. "Yeah, what was that about nothing to fear when Sentinel's near?", Serenity teased, while fist bumping Elita 1.

"I think I'm beginning to see why organic planets are off limits.", Elita 1 said. "No amount of history, or Energon is worth this. Let's go.", Optimus said, as he turned to leave.

"Besides, our original plan was to just take a fly around. Not land.", Serenity said, following after Optimus. "Come on guys! We've come this far. Give me one good reason why we should leave?", Sentinel begged.

Just then, three spiders landed. "How about three?", Optimus said, while Sentinel put up his shield to block them from the spiders.

"Go! I'll cover your retreat!", Optimus said. He then transformed and drove down one tunnel and Serenity and Elita 1 went down another.

"Optimus...", Elita 1 called out. "Optimus!", Sari called out.

He was taken out of his thought when he heard Sari call him. "Check out my costume.", Sari said.

She then arrived wearing a Optimus Prime costume. "Oh, look at me! I'm Optimus Prime. I'm scared of spiders.", Sari said.

Bumblebee and Bulkhead snickered, as they heard their friend pretend to be their leader. Optimus then put his hands over his chest.

"That's not what I sound like that. Is it?", Optimus told her. Sari just simply smiled.

"Hey, where's Serenity?", Optimus asked, looking around. "Oh, she's coming!", Sari said, mischievously.

Then, Serenity came in dressed in (Picture Below)

with a fairy wings on the back. "I don't look like a Decepticon with these wings, do I?", Serenity asked, slightly adjusting her wings.

Optimus and the others suddenly started blushing. "Uh, no. Y-You look great.", Optimus said, immediately regretted his words, as his blush got even darker.

"Last chance to join us, Boss bot.", Bumblebee said, breaking the awkwardness. "Thanks, but I'll pass. Just be careful out there. Alright?", Optimus said, smiling down at his group of friends.

"Don't worry, I'll keep these three out of trouble.", Sari said, before making her voice deeper and saying, "Transform and roll out!". Serenity chuckled at Sari's behavior, but Optimus wasn't that thrilled as he lowered down and gave Sari a glare.

"Couldn't resist.", Sari chuckled, as the group headed out. Serenity then looked over her shoulder at Optimus hoping he would be alright.

"Where do you think he went?", Serenity asked, walking next to Elita 1. "How am I suppose to know?", Elita 1 snapped at Serenity.

"Hey, I was just asking!", Serenity said. Elita 1 then swung around and faced Serenity.

"You know we wouldn't even be in this mess if it wasn't for you.", Elita 1 said. "W-What?", Serenity asked, confused.

"You heard me!", Elita 1 angrily said. She then spun around again and began walking away.

"Hey!", Serenity said. She then quickly grabbed Elita 1's shoulder and spun her around to face her.

"It wasn't my idea to land. You were the one who convinced Sentinel to come down and look around for the Decepticon's ship. After I specifically said that we shouldn't-", Serenity told her. Elita 1 then knocked off Serenity's arm off her.

"And who makes you the boss of me?! You always act this way! Just because your princess of Cybertron doesn't mean you get what you want! You may have Optimus and Sentinel tied around your little servo, but not me!", Elita 1 angrily yelled out. "Elita 1, I never meant to-", Serenity tried to said.

"Shut it! Look at that.", Elita 1 said, as Serenity followed to see the Decepticon warship, and Optimus entering it. "Optimus!", Serenity yelled out, but he didn't hear her.

"Will you be quiet?! If those creatures heard you-", Elita 1 said. "There could be some inside that ship waiting to ambush him, We've got to go help him!", Serenity said.

She then went to move forward, only to get stopped by Elita 1. "No! You've done enough damage! I'll go do the dirty work myself, Your highness.", Elita 1 angrily said.

She then jumped out and made her way over to the ship, leaving a sadden and guilt-ridden Serenity behind. "I-I don't know. It looks kind of... spooky.", Bumblebee commented, as Serenity looked around at the other humans dressed up.

"I know! Isn't it great?", Sari said, motioning around her. Bumblebee just blinked, as he clung to Bulkhead.

"I don't know, Sari. Maybe we should just be careful.", Serenity said, a old expression on her face. "Oh, come on, Seri! Don't be such a fradybot. Just remember it's all pretend.", Bulkhead told her.

But, little did they know, as they walked a giant spider was watching from above. They stopped at the first house, as Sari rang the bell.

"Now remember, as soon as the door opens. You say trick or treat.", Sari said. At that moment, though, a bunch of little kids, dressed as Princess Serenity, came pounding on her legs, asking Serenity who's costume she liked better.

Serenity bent down to their level as she examined each one. Bumblebee was waiting patiently (for once) for the door to open, but then looked up to see a giant spider.

Bumblebee let out a small gasp and quickly climbed on top of Bulkhead. "Bulkhead. B-bulkhead! BULKHEAD!", Bumblebee yelled, accidentally slipping Bulkhead's sheet over his eyes.

"What?", Bulkhead asked. "Big! Black! Fangs! Legs! Lots and lots of legs!", Bumblebee yelled, as he crawled around Bulkhead, pointing upward.

Bulkhead was finally able to see, but when he looked up, the spider was gone. "I don't see anything.", Bulkhead said.

The door to the house open and Sari said trick of treat, but turned around in disappointment. "Hey, you guys forgot to say-! What are you pointing at?", Sari asked them.

"It was all. Then is went.", Bumblebee said, as he gestured crawling across Bulkhead and then appearing behind him again. "There were legs. It was black.", Bumblebee continued.

This caught Serenity's attention. "What was that, Bee? Calm down and tell me what you saw.", Serenity said.

Sari just pushed it all aside as she turned back to the door saying, "First time trick or treating." As they continued to walk, Serenity still hadn't been able to get Bee to form a full sentence.

"I'm telling you I saw some thing. Were being followed.", Bumblebee said, as he jumped from ped to ped. "What a scardybot! Your worse than Optimus and Serenity combined.", Bulkhead said.

"Am not!", Bumblebee said, trying to act brave. "And I'm not scared! And Optimus is just cautious!", Serenity said, placing her hands on her hips.

"Boo!", Sari yelled, causing Bumblebee to scream and then climb behind Bulkhead. Sari then laughed.

"Come on, Serenity! You saw how Optimus jumped at that fake spider.", Bulkhead said. "He has a good reason to be. As do I.", Serenity told him.

"Oh, your just saying that because you have a crush on him.", Sari said. Serenity remain quiet at that, blushing hard.

Meanwhile, Optimus was listening to what was happening with his friends as he waited alone at the base. "B-Besides, I-I know the difference between a fake Halloween decoration and a real giant spider.", Bumblebee said.

This caused an alarm to be set off in both Serenity and Optimus' heads."What?", Serenity asked, now getting really spooked.

Optimus then decided to reply. "Wait! Say again, Bumblebee. What did you see?", Optimus asked.

"A giant spider, you know, eight legs, spins webs, crawls up walls, the whole deal!", Bumblebee replied. He then blinked in realization.

"Hey! Have you been listening on our comlinks this whole time?!", Bumblebee asked. Serenity then blushed even more red at realizing that Optimus heard what they said.

"Stay where you are. I'll be right there.", Optimus ordered, as he ran out of the base. He then rushed through the tunnels and then transformed.

"Serenity! Elita 1! Sentinel!", Optimus called out. He was then taken back by