Suddenly Arachnid sprung forward to attack Knock Out and Arcee. Luckily they both moved out of the way in time to avoid being bitten. Arcee quickly dodge by dropping to the floor while Knock Out rolled himself off the berth.

Arcee and Knock Out worked together to push the berth over on Arachnid pinning her to the floor. Tarantulaus started helping his sister out from under the heavy berth. And while the two spiders were busy Arcee and Knock Out got out of there knowing they couldn't take on both spider bots with out a plan.

Arcee and Knock Out took off down the hallway trying to plan their next move. But Arcee noticed Knock Out was moving slower then he normally did and his optics looked tired. Then she realized he hadn't fully healed yet. And it was to soon for him to be put through this kind of action. Knock Out noticed it too.

"You have to focus on beating Arachnid and Tarantulaus don't worry about me." Knock Out told her. "I'll be fine just focus on not getting bitten." "Don't try to protect me I'll only slow you down."

"No I'm not going to abandon you." Arcee told him. "Your an Autobot now we don't just leave our friends behind." "Your family now Knock Out and we'll find a way to beat them together."

"But I might end up getting us both kill." Knock Out told her. "I can't lose another friend."

"Your not going to." Arcee said to him. "I know what it's like to lose a partner and friend because I've been through the something." "And I don't want to lose anymore friends either."

"Oh how touching to bad you both have to die now." Said Arachnid who had caught up with them. "Tarantulaus will be here shortly we split up to make sure you two didn't escape." "A shame because now if my brother doesn't hurry he'll miss all the fun."

"Now who should I scrap first?" Arachnid hissed as she looked to both Arcee and Knock Out. "Arcee." She said as she shot webs at the blue femme. But Knock Out jumped in the way and got webbed instead.

"Knock Out!" Yelled Arcee in horror as Arachnid pulled the red mech to her using the webs to spite his struggles.

"Willing to sacrifice your own spark for another how noble but incredibly stupid." Arachnid mocked as she slammed Knock Out hard into the floor using her webs. Arcee started to run over and help him. But Arachnid webbed her to the wall.

"Looks like you get to witness another friend die today Arcee." Arachnid said with an evil smirk.

"You don't know how wrong you are." Knock Out choked out as he managed to free himself by using his saw. Then used it to slice off one of Arachnid's eight legs. "That was for Breakdown."

Knock Out started to use his saw to finish her. But Arachnid quickly used her webs to trap his arms above him making it impossible to use his weapon and trapping him at the same time. "Now I'll teach you a lesson for messing with me." Arachnid told Knock Out as she used her acid to burn part of his cheek making the red medic cry out in pain.

"And speaking of Breakdown instead of sucking your energon I think I'll show you how I killed him as I reunite you with him." Said Arachnid as she stabbed one of her legs into Knock Out's midsection and another into his shoulder. Making energon spill out of him.

"Noo!" Yelled Arcee who managed to get free right when Knock Out was stabbed in two places at one. Then he slumped forward as his optics stopped glowing and his body went limp. Then Arachnid stopped and pulled both her legs out of him.

"A pity Breakdown lasted several minutes longer but of course a light weight frame type like his can't survive as much punishment." Said Arachnid in a mocking tone. "And Knock Out always was one of the weakest in the Decepticon ranks and I can see he wasn't any better as an Autobot."

That did it Arcee was mad and tore into Arachnid with everything she had. Arachnid actually had to retreat underground but Arcee wasn't letting her off that easy after she killed Tailgate then Breakdown and now Knock Out.

"Arcee I was hoping you'd follow me so I could kill you." Arachnid said to the two wheeler as they continued to go at it. "To bad about Knock Out but don't worry I'll let you join him Breakdown, Tailgate and Cliffjumper in the Allspark."

"Don't you say any of their names you monster." Arcee yelled as she blasted Arachnid with several shots from her arm cannon then impelled Arachnid right through the spark chamber. Killing her and ending the fight.

"Noo!" Yelled Tarantulaus who had gotten there in time to see his sister's spark extinguished. And then started attacking Arcee.

He came at her trying to get his fangs into her to suck her energon. But Arcee was fast and kept dodging. But she was running out of room to dodge since they were still in the hole Arachnid had made.

At one point Tarantulaus did manage to knock her down and was just about to suck her energon. When suddenly a drill went through his spark chamber from behind. Tarantulaus's optics went dull as he went offline and his spark went out.

Arcee look to see who had just killed Tarantulaus and saved her life. And was surprised by who she saw.

"Knock Out." Said Arcee as she saw him standing there with his drill out which he then change back into his servo. Energon was leaking from both his wounds. And she could tell he'd been hurt badly.

Knock Out just looked at her then gave a weak smile before he collapsed from his injuries. She quickly ran to his side.

Arcee saw that Knock Out was unconscious but alive and she quickly half dragged half carried him to the med bay.

"Come on Knock Out please just hold on till Ratchet gets back." Arcee begged her unconscious friend.
_                                                       

Luckily the others had just gotten back when she got to the med bay with Knock Out because the Insecticons had all took off after Arachnid and Tarantulaus were defeated. And Ratchet got to work as soon as she told him what the situation was.

Everyone went to the waiting room while Ratchet did everything in his power to save Knock Out.

A few hours later he came out and said Knock Out would be fine. The damage looked a lot worse then it actually was both places Arachnid stabbed him turned out to just be mesh wounds and not fatal. And he hadn't been bitten. And his other injuries from what Tarantulaus had done to him before were also next thing to healed. Which everyone was glad to hear. And Arcee went in to see him after Ratchet said it was OK.

He had regained consciousness and look a lot better.

"Ratchet says I can get back to work tomorrow evening." Knock Out told her. "Thanks for getting me to the med bay so fast you save my life."

"You saved mine too." Arcee told him. "Tarantulaus was about to end me."

"Well when Arachnid impelled me I played possum because I knew unless she thought I was dead I wasn't getting out of that alive." He explained. "And that way I could try to attack her when her guard was down." "But I was losing so much energon it was a fight staying online." Then Arcee slapped him across the face.

"Hey what was that for?" Asked Knock Out putting his hand on the spot where she smacked him.

"For scaring me." Said Arcee. "Don't ever do that again." Then she hugged him.

"Don't worry I won't I promise." He told her.

"I'm just glad your OK and we don't have to worry about Arachnid and Tarantulaus ever again." Said Arcee who was glad she wouldn't have to worry about Arachnid or Tarantulaus hurting anyone ever again.

Then she and Knock Out said goodnight to each other and she left so he could get some rest. And went to her room to do the same because they were both worn out from the day they just had.
_                                                         

Meanwhile Bumblebee and Bulkhead were in the main room were a transmission came in. They answered it just as Optimus Prime walked in. It was an unknown frequency.

"Who is this?" Asked Bumblebee who had answered the call.

"Bumblebee!" "You have to help us we're under attack and he may be dying." Bumblebee instantly recognized the voice on the other end of the transmission.

"Steeljaw?" "Why are you calling us for help and who may be dying?" "And Who or what is attacking you?" Asked Bumblebee looking at Optimus and Bulkhead completely confused by this.

"He came they turned on us." "Now it's attacking us." "And Starscream might not make it if we don't get help soon." "Please help us!" Steeljaw almost screamed over the com-link.

"We are tracking your location and will be there as soon as we can." Optimus said over the com-link.

Then they heard a boom on the other end and were cut off.

"This is probably a trap." Said Bulkhead.

"I don't know I've never heard Steeljaw sound that panicked before I think it's the real deal." Bumblebee explained.

"We will go help them but we will proceed with cushion." Optimus told them. Then they went through the ground bridge to Steeljaw's cornets and saw Steeljaw hiding in a small cave positioned over an unconscious Starscream.

And Predaking trying to get to them under the rocks that made up the small cave that he was just to big to get inside of so he was bereaving flames at them. And with the way they were positioned the flames kept going right over them.

"We have to help them." Said Bumblebee not even Steeljaw and Starscream deserve that."

"Predaking stop this whatever their crimes are let us take them to justice for it." Optimus Reasoned.

"The Seeker killed my brotheren." Roared Predaking. "Now I will do the same to him." "And if you stand in my way you will share his fate."

"Even if they are Decepticons I will not let you kill them." Optimus told him.

Then Predaking attacked them but was suddenly fired on from behind.

The three Autobots looked to see who had shot at Predaking and were surprised to see none other then Megatron. What was he doing there was he going to aid them or was he here for a more sinister reason?
_                                                        

Meanwhile back at base Arcee was about to get some recharge when she felt a sore spot on her leg and when she looked she was horror stricken to see there were bite marks on the back of her leg.

Tarantulaus had bitten her before Knock Out killed him and now she could have the Terrorcon virus and may put the whole team and all her friends at risk.

"No what am I gonna do?" She thought now terrified.

To Be Continued.

Yet another cliffhanger for all of you. Feel free to send feedback.