A/N:  I just want everyone to know that there will be a lot of changes in the main timeline of Transformers Prime, so expect a lot of changes.
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It was Days after rescuing Donut and Breakdown from the terrorist organization MECH, things have changed for both of them.

For Breakdown when he returned unharmed, Megatron berated him for being defeated by creatures inferior to him. It didn't help that Felix even mocks him for a consistent amount of time.

Meanwhile, at the Autobot Base, Donut is being healed by Doc and Ratchet after the event that transpired from the base. Unfortunately, due to not having any spare optics at the base or the resources to have. Ratchet and with the help of Doc, they both have made a makeshift optic as a replacement for his missing optic.

Needless to say, Donut is okay with the appendage he has acquired. His new optic has a built-in energon scanner and enhances his perception.

In another location, it was in the dead of night as Silas and three MECH soldiers are searching through a wooded area for a Cybertronian.

They search through the woods in caution as they have their guns at the ready while distinct insect chirping is heard.

As they search, Silas relays to his comrades, "Suppression Fire only, we'll take this one alive."

Then one MECH Soldier asks, "What if we encounter the pink one?"

Silas stops for a moment so did the rest of the soldiers, and they could swear they heard someone from a very far shouting 'It's Lightish-Red!'

The MECH Leader remembers the annoying talk he has to endure during that operation and let's say Donut spoke to one of Silas' scientists, who was about drill his optic out, for at least an hour! Which annoyed Silas to an extent, and he can't believe he has to listen to Donut's annoying talk.

He quickly replies, "If we encounter the Pink-"

Another distinct shout is heard from the distance, 'IT'S LIGHTISH RED!'

"SHUT UP!!" Silas snaps in the direction of the shout before he turns back to his men and continues, "...if we encounter him again shoot him with lethal rounds."

The MECH Soldiers nodded in acknowledgment before moving on with the search.

Then out suddenly something sprinted behind them, they instinctively turned and Silas fired the first shot which misses the Cybertronian. The rest of his squad follow suit and fired on it but the transformer was able to dodge all the incoming shots, they were only hitting the trees and debris around them.

Silas fired another shot but the Cybertronian dodges and it hits the tree behind it before it collapses.

They saw where the Cybertronain ran to and they pursue to catch themselves a Transformer.

But their pursuit stops when they come across a ravine. While his soldiers surveying the ravine for the Cybertronian, Silas sees something in the ravine and activates his goggles. His scans picked up a web-like of the substance of sorts.

It didn't take long for him to deduce this is where unknown Cybertronian ran off too.

He looks at his men and orders, "Tight Formation. You too as well Joanes."

"Yes sir, but my name is Jo-Annis," Jo-Annis stated before Silas and the rest of the MECH Soldiers jumped into the ravine.

They walk through the web-shrouded ravine, Silas' goggles picked up on the Cybertronian's location. As they come closer, it stops detecting the Cybertronian. Silas looks around for where it could be but by surprise three of the soldiers are snatched from the ground.

Silas looks up to find his soldiers stuck on one of the webs. He was stunned by this sudden turn of events, and he hears the distinct hiss of the Cybertronian.

Silas feels some bits of rubbles falling under him, and he instantly looks up to find Cybertronian above him, which is revealed to the infamous Airachnid herself.

Silas takes a shot at her, but he was grabbed is promptly thrown against a rock wall, and webbed. He grunts and tries to break free from the web Airachnid approaches him and states close up to his face.

"Don't tell me MECH never considered that an open distress signal from an injured Decepticon might be a trap." She stated with a smirk.

Silas glares behind his goggles and retorts, "I'll hear that in mind next time."

Airachnid laughs at this, "Next time? Decepticon radio chatter is all abuzz about the work you gave nearly gave to Breakdown, though it was clarified that a Pink-"

'IT'S LIGHTISH-RED!' 'Donut, who are you even yelling at?!' Two distinct shouts are heard from the distance again...somehow.

Airachnid looks where the sound came from before looking back at Silas and he continues her vocalization, "...Vehicon that took most of the work you gave him. As an ex-con myself, I really should eviscerate you for that."

Silas says nothing but stares back at the Cybertronian undeterred by her threat.

"But an old acquaintance and her nasty, little human along with that Adorable Blue Triple-Changer Vehicon destroyed my ship and skinned my knee."

'Adorable Blue Triple-Changing what?' Silas thought by her last mention.

"I mean to pay them back, all of them." She leans in close to Silas' face, "You see, I make it in and out of places most Decepticons can't, but I'm still learning to navigate this planet."

"What's in it for MECH?" Silas demanded.

"I'll let you live and since you came to collect a Transformer, was it?" Airachnid amused.

Then unexpectedly, one of his soldiers decided to interject.

"It was the best name we can think of!" Jo-Annis said from his position on the web, "...I suggested the name 'Transmorphers' but my friends said it was stupid."

"Because it is stupid!" One of the MECH Soldiers stated, still stuck in the web.

"You guys never go with my suggestion!"

Silas shouted, "Private Joanes, will you please be quiet! I'm trying to banter with the Decepticon."

"It's Jo-Annis!"

Silas sighs before looking back at an amused Airachnid, "...please continue."

She smirks and states, "I'll throw what is left of Arcee after I've broken her."

Silas remembers subtle detail from Airachnid's statement, "What of the Blue Triple-changing Vehicon you mentioned?"

"Oh~ him?" Airachnid said as light-blue blush appears on her face remembering the Blue Triple Changer, she grins with a sadistic smile, "...I'll decide what to do to him~"

Silas looks perplexed by her statement, then again it's not his business to dwell into Airachnid's desire.

"Guys, I think we're dealing with a Yandere!"

"Joanes please shut up!"

~Location: Darby Residence~

At Darby's residence, Jack is seen arriving with Arcee as he parks her outside of the drive-way at the garage.

"Thanks for walking me back home Jack, you're a real gentleman." Arcee jokingly said.

"I don't want you to revved up before bedtime." Jack jokes back before he walks towards the garage door and lifted it open as he continues to speak, unaware of the angry mother behind the door, "Mom's a light sleeper, and I don't think she'd understand about-"

"Understand what, Jack?" His Mother, June Darby, demanded angrily. Jack yelps in fright, he spun around to see his mother glaring at him disappointed, "You breaking curfew for the third time this month?"

"Mom." Jack takes a step back.

"Or why your boss called about you missing another shift at work?" She says as she approaches him, "Or maybe the E-mail I received from your art history teacher, who's been concerned that you've been falling asleep in class. Or the time he heard you singing tiredly in your sleep."

"Singing? I wasn't singing in my sleep." Jack denies this accusation, obviously confused.

June looks at him unamused, she pulls out her phone and plays the audio of him singing when he fell asleep in class. When Jack, and Arcee, heard it he was mortified what he is hearing.

Jack Darby
"/🎶Let me blow you... away
...You won't believe your...*snores* eyes and ears today
You are...*snores* in for a surprise
...*snores* When you look into my eyes
You won't be able to deny my gaze~*snores*/"🎶

"/What the fuck, did I just hear from you Mr. Darby?/."

Arcee thought in horror, 'He... he sang Donut the Musical? What the scrap, he like that song?'

Jack sputters in surprise before stating, "Okay, nevermind that. And, two words, mom 'Art' and 'History'."

June anger shifts from anger to concern, "Tell me the rumors aren't true, Jack. Tell you're not racing that motorcycle."

"No, no. What, what? Where did you hear that?" Jack asked stunned.

"Small town, people talk." June stated, "I've worked in an emergency room, Jack, I've seen what can happen."

She sighs before replying in concern, "So, please tell me you haven't fallen in with a bad crowd."

"What? N-no. No, no, no." Jack denies it before quickly saying, "Friends are the good crowd. Seriously good."

"I let you have that bike because you convinced me you were mature enough to handle it. But I think you may need a gentle reminder." June decided.

"Message received, mom. Loud and clear. I'm glad we had this talk." Jack said walking to the garage.

"I meant let's see if a few weeks without the distraction of your bike will do the trick." June clarifies, to which Jack is upset.

"But..."

"No buts. You're grounded from everything but school and work. And if you need a ride to somewhere, you'll pedal!" She gestured to the bicycle, making Jack's eyes widened.

"Serious face, Jack! If I see that bike out of the house..." She finished before kissing Jack on the head. "Now go wash up and get some sleep. I love you." She said as she walked towards the door, she remembers something and stops at the doorway and glances over her shoulder.

"By the way, there was this other rumor it's so extravagant to believe." She remarked to her son

"...and that is?" Jack asked his mother.

"That you and Miko were riding around on an Experimental Tank on the deserts of Nevada. I find it hard to believe that."

"What!? Where did you hear that?!" Jack asked in surprise by the accusation. His reaction did catch June off-guard but responded.

"An accident occurred on the road." June stated, much to Jack's growing nervousness, "...it was reported that the man survived a life-death experience and he saw you and Miko riding on an odd tank from a distance before a tank shell hits him and crashed on the side of the road. Though doctors think he was being delusional.

Jack zones out at that explanation.

~Flashback: Two Weeks ago~

In the outskirts of Nevada, a Blue Scorpion tank is seen driving across the desert planes in full speed as a dust cloud appears behind him. And his current occupant is an excited Miko and a frightened Jack Darby.

"Wooohooo! Faster Caboose!" Miko shouted as holding on to the side of the turret with the soft breeze hitting her face.

"Okay!" He increases his acceleration, while Jack screamed.

"Miko! Why did you think it's a good idea to drive around with Caboose without anyone with us!?" Jack shouted at Miko.

"Come on Jack, Caboose isn't going to hurt us or anything." Miko stated, "...besides it's not like something bad is going to happen."

"Am I doing good or bad?" Caboose asks the duo of friends.

"You're doing great, Caboose!" She answered to the Blue Vehicon.

"Yay!" Caboose cheers and he 'accidentally' fires his main Cannon in a random direction.

And the sound of an explosion is heard followed next by a car alarm from the distance.

"Caboose!" Jack shouted disapprovingly at the Blue Idiot.

"Tucker did it!"

"He's not even here!"

~Flashback ends~

June stares at Jack for any explanation after he finishes recalling that memory in his mind before denying it.

"No no no no!" He denies this rumor as well, "...of course not! Besides, how could Miko and I, afford military hardware?"

June thinks about it before answering, "Fair point."

She closes the into the living room, leaving Jack and Arcee to themselves.

"I'll miss you while you're grounded," Arcee said as she moved next to the garage.

"But don't worry, Arcee. I'll visit you here every day." Jack said, "Maybe I could have Caboose in the comms to speak to you."

"Uh...Jack, I won't be here." Arcee said though she did blush from the last statement as Jack knows her interest in the Blue Idiot, "...Sitting on my back tires for two weeks is not an option, even with Caboose's company."

"No, no, no. You saw mom's serious face!" Jack stated, clearly terrified which is understandable to anyone who experienced angry parents, "...Look, Arcee, I feel bad enough that I have to lie to her all this time. But if you're not here, she's gonna think I'm blowing her off!"

"Deep breaths, Jack. Your mom works late nights. I'll try to be back in the garage before she gets home. But no promises." Arcee swore.

Jack says nothing but a panicked look on his face before nodding in agreement. He walks, towards the door and he could before he could reach it Arcee asks.

"By the way... did you sing 'Donut The Musical'?" Arcee asked, clearly amused.

"Uh... Good Night!" Jack quickly closes the door, much to Arcee's surprise.

~Next Day~

It was afternoon and has Jack finished with his shift at the KO Restaurant, and he approaches a familiar brown Warthog on the parking lot. You all know who it is.

"Thanks, Lopez for giving me a ride here," Jack said gratefully as he gets into the driver seat.

"Prefiero pelear con mis aliados mecánicos que ser un chico de recados para ti, pero como eres respetuoso como Raf, de nada." Lopez replies.

[Translation: I'd rather fight with my mechanical allies than be an errand boy for you, but since you're respectful like Raf, you're welcome.]

Jack just looks at the warthog confusingly, not understanding a single word from him. He hears Lopez sigh, "Ojalá entendieras español como Raf."

[Translation: I wish you understood Spanish like Raf.]

Jack hears a ring from his pocket, "Uh, hold that thought, Lopez."

"Vale." Lopez said.

[Translation: Okay]

Jack picked up his phone and answer it,

"Hey, ma." He greeted.

"/Jack, I hope you are not planning to eat take-out tonight. I took my break early, so I can cook my grounded son a wholesome dinner./" June remarked from the other side of the phone.

"Organic tofu. Awesome! Hey, the car beats ten-speed. I'll be home soon. Love you, bye." Jack replied nervously before hanging up and looks at Lopez's dashboard.

"Lopez, tell me Arcee is not at the Autobot base!"

He could feel Lopez deadpanning at his words, "No puedes entenderme, idiota."

[Translation: You cannot understand me, you idiot.]

Jack realizes who he is talking to, "Oh I forgot I can't understand Spanish!" He quickly tries to call Arcee, before saying to Lopez, "Drive!!"

With that said, Lopez drove out of the KO Restaurant's parking lot. As he drove on the road while Jack is desperately trying to call Arcee.

"Come on. Pick up, pick up, pick up!"

~Location: Energon Mine~

Inside the energon mine, the Autobots are seen fighting off Decepticon's Vehicons. The Autobots in this mission are Arcee, Caboose, Bumblebee, Bulkhead, Tucker, Carolina, and Washington.

"Bee! Watch your left!" Carolina warns the yellow Scout. Bee turns to his left and fired, killing off the Vehicon that was about to pounce on him.

"Thank Carolina!" Bee thanks her before firing a few more shots at the Decepticons.

Carolina dodges an energon blast and replies, "You're welcome." She then kicks the Vehicon in the face before firing another round.

In the background of the fight, Caboose is seen running around the mine beating down Vehicons by either shooting them, punching them, slashing at them, or even using an unfortunate Vehicon as a blunt weapon.

"YOU!"

He activates his energy sword and cuts a Vehicon in half.

"HURT!"

He dropkicks another Vehicon on the chest,

"MY!"

He then grabs a huge Boulder and chucks it at a group of Vehicons, like a bowling ball.

"FRIEND!"

Tucker is seen slashing his energy sword at the Vehicons, cutting them like down, and also fired a few pop shots a few times.

"Swish!" Tucker swings his energy sword at a Vehicon before spinning around stabbing him on the chest, "Stab!"

Washington provides covering fire with precision and accuracy, killing any Vehicons on sight, while also providing his allies some assistance. He spins around and roundhouse kicks a Vehicon behind him, who was about to pounce on him.

As this fight continues, Arcee receives a call from Jack. She accepts it while she's fighting against a few Decepticons.

"/Arcee, you wouldn't be at the garage right now?/"

"Negative, Jack. Can we talk about this later?" Arcee said in the middle of a battle dodging Energon blaster bolts.

"/No! Mom's on her way home! If you don't race back there right now, I will be grounded for life! And mom will make me sell you for parts/" Jack panicking shouted.

"Guys, can you handle it?" Arcee asked the rest of her comrades.

"I think we can." Bumblebee said

"Ratchet, I need a bridge." Arcee requested through the com-link while the others eliminated the remaining Vehicons.

"Bye Arcee!" Caboose waves happily while he holds a Vehicon in a chokehold.

She waves briefly waves back at him before running into the Groundbridge.

~Back with Jack~

Jack then hung up the phone as Lopez drove as fast as he could to his house so he could beat his mother there while avoiding to crash into any cars ahead of him.

Unfortunately for Jack, his mother is already there. When she arrived she parks her car, she decides to check if Jack's motorcycle was somewhere there, when she checked... let's say she's now in very angry mom mode.

When Jack, and Lopez, finally arrived at his house...

"JACK!" June shouted from inside the garage.

Jack stiffens in fear while Lopez replies to him quietly, "Bueno... es bueno conocerte, Jack."

[Translation: Well... it's nice knowing you, Jack.]

Jack ignores him and hops off the Brown Warthog while his mother walked in front of him angered.

"Jack, I can't believe you disobeyed me." June shouted angrily, "Where is the motorcycle-"

She stops mid-sentence when she notices the brown warthog behind him.

"Jack..." She gazes on the brown warthog in suspicion, "...where did you get this car?! Did you buy a new vehicle after I grounded you from using your motorcycle? How much money did you spend!?"

Lopez felt insulted by June's statement and he is so close to talks back to her, which would blow his cover so he persisted from even talking back.

Before Jack would respond, he noticed a green light on his house's garden to which he deduces Arcee has returned.

"Okay, I didn't buy this car. A friend of mine allowed me to borrow it for work, not for racing. Also, I didn't use my bike, it is right where I left her!" Jack gestures to his mom where the bike was in the same spot.

"Did you get one of your crew to sneak it in? Or did you just walk it up again? Or was it your so-called friend that brought it in?" She immediately asked.

Jack sighed, knowing that he couldn't hide that from her forever. "Ok, mom. Do you want to know? Fasten your seatbelts. My motorcycle is a sentient robotic organism from a distant planet, part of a team stationed on Earth fighting a secret war. And I spend most of my time after school hanging with her crew."

"Jack." June began, not believing what her son was saying. As her son approaches the motorcycle.

"And the coolest thing: this isn't even her actual form. She's a giant robot who can transform into a vehicle." Jack explained, Lopez on the other hand just sees this exchange and felt like wanting to facepalm at this.

"Enough, Jack," June demanded.

"It's okay, Arcee. Show yourself." Jack said, earning no response. "She's shy. Arcee, really, no more hiding, no more lies."

He pleaded again, still earning no response. "Oh come on, rise already!" He said kicking her, earning no response whatsoever.

Jack looks at the brown car and says, "Lopez! Uh, help!"

June looks at the brown warthog with a raised eyebrow, who just didn't respond. As much Lopez would love to respond he knew revealing himself in an obvious neighborhood is a huge risk.

"Oh come on, Lopez!"

June turns to her son disapprovingly.

"So, hum, the bad crowd you have been hanging out with is a science fiction club?" She asked, but Jack didn't respond. "I have to get back to work. We'll continue this when I get home." June said before approaching her car.

Before she entered she added, "Jack make sure you return that car to your friend, otherwise I will have to sell it for scrap."

Lopez did a daring move and said to June, "¡Vete a la mierda!"

[Translation: Fuck you!]

Jack and Arcee tense at this. June looks back at her son, thinking it was him who said it. "What was that?"

"Oh..uh... I said... okay!" Jack said nervously. June looks at her son quizzically before stating.

"Huh..." She said, "...I could have sworn you spoke in Spanish or something."

After she got in her car, she drove away. When she was out of sight Jack sarcastically says.

"Thanks for the support, partner."

"Don't blame me. Remember." Arcee reminded Jack.

"I know, I know. You don't exist." Jack mumbled, he then looks at brown warthog, "Really, Lopez? Really? You responded at the time she says she's gonna sell you far scraps?"

"¡Fue ofensivo para mí!"

[Translation: It was offensive to me!]

~Meanwhile at a hidden MECH~

In a hidden MECH base, Silas and Airachnid are looking over the footage of her encounter with Jack Darby.

"Your ship's black box sustained serious damage in the explosion." Silas stated, "But our software was able to reconstruct a few frames of the security feed."

"That's him. My Jack." Airachnid said with her servo clenched.

"Our facial recognition algorithm will send Jack's image across the web. Another kind of web." Silas informed her, then beeping is heard from the monitor,

He looks back and grins, "Ah, the mother lode."

"Government Database?" Airachnid questioned.

"Social networking page." Silas corrected before continuing, "Everything worth knowing about Jack Darby is right here."

He then listed the information, "Age: 16. Jasper, Nevada. Mother: June Darby, a nurse."

~Timeskip, Location: Hospital~

At the hospital, June had just finished her shift and walked towards her car in the night. As June walks back to her car as she reflects on her interaction with her son,

"Maybe I'm being too hard on Jack." June reflected, "...But he lied, and the only way he's going to learn is if I stick to my..."

She wasn't able to finish when the van suddenly stops next to her. She turns around and sees the door of the van slide open, revealing a MECH Soldier with his gun aimed at him.

June gasp in fright but before she could even react, she was shot unconscious by the MECH Solder.

~Location: Darby Residence~

It was late at night, Jack Darby is seen riding back from his shift at KO Restaurant. But instead of Lopez, it was in a form of...
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Michael J. Caboose. He's in his tank Alt mode.

"Dee dee dee, I am a tank. Dit dee dit dee, I am a tank." Caboose sang as he drove on the road.

Now you dear viewers may be wondering why Caboose is driving Jack home instead of the others? Oh Caboose insisted he drives Jack home every night so he hid in alley way while Jack does his shift.

"Okay, Caboose." Jack said carefully, "Do not shoot or trample anything okay? We have to keep things quiet and not cause trouble, we're in a neighborhood!"

"Okay!"

For some miracle, didn't fire any random shots with his main cannon or trampled any vehicles on the way. They arrived back at Jack's house in one piece and no damage done.

Jack hops off the tank and says, "Thanks, Caboose."

"You're welcome!"

Jack opens the garage door up, revealing Arcee in her motorcycle mode.

"Caboose?" She says, surprises to see the Blue Vehicon here, in his scorpion tank mode at the dead of night of all things.

"Hi, Arcee! I come to bring Jack home, and say hi to you..." Caboose said and there some silence.
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"Hello!"

Arcee just giggles at Caboose's childish behavior before Jack asks, "Arcee, is mom home yet? I didn't see her car."

"Don't know." She admitted, "I just bridged from base to beat her here."

"Maybe she's somewhere secret! Or maybe playing a game of hiding and don't seek!" Caboose suggested.

Arcee deadpans at his words, "I doubt that's the case, Caboose... oh, and Jack there's a packaged for you."

Jack sees the orange envelope and opens it, what comes out is a communicator of some sort.

"Hello, Jack." The familiar voice of Silas greeted from the other side of the communicator.

Immediately Arcee and Caboose transformed into their bipedal modes. Caboose is indeed an idiot to heart, but when he hears the voice of the man who removed Donut's optic is serious business.

"Silas..." Arcee growled as she knelt.

"What is it? What's going on?" Jack asks nervously.

"MECH..." Arcee sneers.

Caboose, also unhappy to hear the voice of the leader MECH, says with his optics flickering from Blue to Red, "I do not like him."

Jack widened his eyes in horror, "They know where I live?!"

Communicator continues, "We know things about your family that even you don't know. For example, do you know where your mother is?"

"What did you-"

"/Understand, Jack. We have no intention of hurting her. We'd like to reunite the two of you as soon as possible. I just need you, Arcee, and Caboose to follow the GPS coordinates programmed into this communicator. It'll lead you to the temporary facility I've set up./" Silas explained.

"Ratchet," Arcee whispered through her com-link, but suddenly she clutched her head in pain and screamed.

"Arcee!" Both Jack and Caboose exclaims in concern. Jack runs to her side while Caboose doesn't care for the damage he will cause so enters the garage to Arcee's side, while causing some damage to the garage's ceiling.

"/Did I not mention our communicator scrambles the signal and your brains? Any break in communication and attempt to reach the other Autobots and Ms. Darby...well, I wouldn't want to feel responsible for the outcome./" Silas warned.

Jack and Arcee, who recovered, glares at the communicator while Caboose who was always the cheerful Blue Member of the Reds and Blues, and would always see the good in every, also glares.

His optics glow red in rage at thought of hurting a family member of his friend. Let's say, Caboose's mind is now filled with qualities that would make him...

...a Decepticon.

~Small timeskip~

Jack went with Arcee accelerating across Jasper as he followed the GPS coordinates. He was scared, oh wait that's an understatement, basically horrified as to what MECH might do to his mom.

"If anything happens to her because of my connection to all of this, I..." Jack trailed off, his voice cracking.

"Jack, MECH is only interested in Caboose and I. Once they get what they want, they'll let your mom go." Arcee said, trying to comfort him.

"Yeah! What she said!" Caboose added, trying to comfort his friend, "After all, friends help friends no matter what! Even against mean soldiers!"

"That's not exactly reassuring guys. You're both families too." Jack said to them.

"Yay!" Caboose cheers at that statement.

It didn't take long before they arrived at their destination; an abandoned facility of some sorts. When they entered the factory when Jack put the GPS in his back pocket a whole squad of MECH Soldiers has their guns trained on the trio.

Despite this, Jack asks Arcee, 'So what's the plan?"

"The usual." She replies. Caboose said nothing but is nonetheless prepared to fire at will.

Silas and the rest of his soldiers slowly approach the trio with their weapons trained on them. Silas smirks at this and unexpectedly, Arcee then shouts.

"Caboose, now!"

Silas looks at the Blue Idiot to see his main Cannon aimed at the squad of MECH Soldiers, who were standing on top of the containers, before firing at them. The explosion knocks or killed a few MECH Soldiers before Arcee and Jack drives in to save June.

Caboose follows suit and drives through the MECH Soldiers while he fires his machine gun at them, but they jump out of the way.

They went inside the warehouse and Jack got off Arcee.

"Mom?!" Jack called out.

Then there's an unexpected presence from the ceiling of the warehouse.

"Looking for June?" A feminine voice said from the ceiling, her presence averts their attention to her, revealing to Airachnid, "She's hanging around here somewhere."

"Airachnid!" Arcee growled as she and Caboose transformed.

"Hi mean scary pretty spider lady!" Caboose waves kindly at her, to which Arcee looks at him deadpanned for greeting to an obvious enemy, while Airachnid though surprised by his mannerisms nonetheless grins at his behavior before waving back at the Blue Idiot.

Arcee shook off from Caboose's obviousness before looking back at her nemesis.

Before She would take her initiative, Airachnid fires a couple of webs at her and Caboose trapping them. Arcee tried to get free but the webs were too strong, while Caboose just stared at the web in wonder.

"Ooooh..." Caboose said before trying to break out, "It's very sticky."

"Caboose!" Arcee exclaims, "Now is not the time!"

"What she's doing here?" Jack demanded as Airachnid and MECH Operatives walked in.

"Maybe she is playing a game!"

"Caboose! It's not a game!" Jack said to him, as Airachnid and MECH approaches them.

"Help them, please. They are not part of our conflict. You can't let Airachnid..." Arcee pleaded to Silas.

"A few human lives are a small price to pay for a miracle of science, like yourself," Silas said, he gestures to Jo-Annis to which he understand.

Jo-Annis firing an electric shot at her, making her screamed in pain as she fell to the ground unconscious.

"Arcee," Jack said sadly going by her side.

Caboose happy immediately drops upon seeing his friend, or love interest, getting hurt and shouts in concern, "ARCEE!!"

He tries to break desperately free to save her, he was close to breaking out of the web due to his strength but stops struggling when a purple metal servo forces him to look at Airachnid. Their faceplates are close to each other. She removes his battle-mask revealing his faceplate, who looks at her with wonder and curiosity instead of anger.

"You and I will have a private session later, my sweet Blue Vehicon~" Airachnid smirked, as a small blush is seen on her faceplate.

Silas looks at this with a raised eyebrow while a few MECH Soldiers look at her a bit uncomfortable with the interaction.

"I knew she was a Yandere!"

"Shut up, Joanes."

Even though it is obvious that Airachnid is trying to kill Arcee, Caboose can't be mad at her.

Because when he looks into her optics, deep down in her core he sees something in Airachnid that her sadistic exterior is not what she is it's just a mask to hide the emotional pain she has, to Caboose he feels inside she is someone who lost someone dear to her which cause her to go down in this path.

Since he has some experience with losing someone close to him, he felt the urge to help her overcome such trauma or maybe change her path.

Airachnid webs him at the wall as she states, "But first I'm going to talk a private talk with your little friend here."

She looks at Jack as Silas says to his men.

"Gentlemen." MECH Soldiers appear Jack with their guns still trained on him as they pull out the GPS and his phone from his pocket.

"I'll still learning about humankind," Airachnid kneels to his level, "But one is clear to me, Jack you people care deeply about family. Therefore, the sweetest revenge I could devise would be to make you wat h as I take your family apart."

She finishes after clenching her claws.

"Now that isn't very nice-"

"I wasn't talking to you." Airachnid glances at Caboose before looking back at Jack Darby, who glares at her.

"If you hurt my mother-" Jack glares.

"I should inform you how much I enjoy sport." She then gestures to Caboose "He is aware of it, don't you agree Caboose?"

"Oh yes! I remember we were playing hide and seek in the woods!" Caboose replied joyfully referring to their first encounter with Airachnid, "But I think you were trying to hurt me..."

Silas and the MECH Soldiers look at Caboose with a deadpanned expression by his response. One of the MECH Soldier look at his comrades, "Is this guy retarded?"

Airachnid looks back at Jack, "Since you now know, I'll allow you to save your mother. I've stashed her close by."

Jack looks at LCD Showing the time is 11:53:00

"If you can rescue her before the stroke of 12:00, I will let both of you go unharmed." Airachnid grins, "Deal?"

Jack ponders and looks back at her, "I can't?"

"What did you think?" Airachnid retorted as she rose.

Caboose interjects, "Oh! Maybe you should do a fun challenging game where Jack doesn't know where his mom is!"

"Caboose!" Jack exclaims at the Blue Triple-Changer Vehicon's suggestion.

"Like what?" Airachnid asks the Blue Idiot.

"What's nine times eight?" Caboose says to them.

"Seventy-Two." Jack, Airachnid, Silas, and many MECH Soldiers responded to the Blue Idiot, in a deadpanned voice at the obvious easy question.

"Oh my gosh, Jack wins! Or um...mean Scary Spider Lady and mean soldier wins! Yay!" Caboose cheers.

"That doesn't count," Airachnid says to him.

"Awww..."

Jack looks at Silas, "Please! Don't let her do this! You can let us go! We won't tell anyone!" He begs as he runs at him

"Enough!" He said pushing him to the ground, Jack stands back up after that.

"Yes, Jack. Man up already. Six minutes." Airachnid said looking at the timer.

Jack bit his lips before he ran out of the warehouse to look for his mom.

"Mom?! Mom!" He shouted as ran.

"Don't worry Jack, I'll be cheering for you!" Caboose shouts at Jack from his position.

"Thanks for the voice of confidence Caboose!" Jack shouts back to him as he searches through the facility for his mother.

Back at the warehouse, Airachnid has already left in surveying her little sport while Silas and his operatives watch the event play out via LCD screens. Silas' looks on with a serious expression, pondering what he should do next.

"Now I know we promised the Spider Bot that she would have the first crack at you then take that Blue Vehicon with her."

"Hello!" Caboose says from his position.

Silas ignores him as he has enough dealing with idiots, "...But something tells me she plans to turn our mutual crisscross into a double-cross."

"Silas we don't have the means of transporting it right now." One of his men stated, holding what seems to be a chainsaw.

"We'll have to cut and run." Silas says.

Caboose snaps their attention to Silas when he heard what he laid out. Much to Caboose's horror, the sound of the chainsaw whirring to life puts him in high alert as they approach Arcee, intending to dismantle her right infront of him.

"ARCEE!!" He cries out in horror.

Meanwhile with Jack, time is at the essence as he ran around the compound desperately searching for his mother. Time is running out as Airachnid watches in sadistic glee at the sight of the poor human running.

Jack stops a bit to get know his bearing but he spots Airachnid not to far watching him. She grins and paints behind her. He follows at the direction her finger pointing and to surprise, his mother was hanging from a high platform covered in webs.

"Mom!" Jack exclaims and runs to her location. He ran and he keeps calling out to her, "MOM!"

June starts to regain consciousness as she lightly groans, her eyes flutters open to find herself hanging from the high platform and looks down to see Jack below her.

"JACK!?" She exclaims in surprise.

Jack quickly ran to the ladder and began to climb it to reach her. Airachnid smirked before she jumped towards their location.

"Jack! What are you doing here? Who are these people? How did I get in this...stuff?" June asked terrified as Jack ran to her.

"Don't worry, mom. I'm going to get you out." Jack promised.

There was a sudden collision on the other infrastructure as June saw Airachnid hiss at at her before she climbs up the water tower.

"Jack? The robots are real?" June gasped in shock, that her son wasn't lying at all.

Jack wasn't deterred by this and glares at Airachnid.

"I beat your deadline!" He yelled.

"Afraid not, Jack! The task wasn't for you to find your mother by midnight. You had to rescue her!" Airachnid smirks evilly.

Just like that time, time is up!

"...And time's up." Airachnid grins.

I literally just narrated that -_-.

"Now..." Airachnid fires her web from her palm, thus pinning Jack to floor. He tries to move he is unable to.

"Take a seat, sit back, and enjoy the horror show." She says to the humans.

Meanwhile with MECH, Silas is still watching everything unfold before looking at one of his operatives.

"Make haste, Gentlemen. And don't worry about making a mess." Silas informed.

Unknowingly to him, Caboose continues to watch as MECH Operatives continue to cut the web open just so they could cut one part from her. This doesn't bode well with Caboose as his slowly flicker to red.

Back with Jack he was still trying to get free.

"You know, Jack." Airachnid begins, "She is your mom. Why should I have all the fun? So you get to choose. Agonizing or excruciating?"

She spits some acid at him, which hit the metal platform and bar causing terror on June Darby.

"No, no!" June says in dread.

Fortunately, due to the acid Jack was able ripped off a metal bar and began to pry himself free.

As this was going on, back on the warehouse MECH Operatives continue to cut the web with his chainsaw as anger continues to build up in Caboose.

"/Jack, your mother wants to know. Don't leave her dangling./" Airachnid said through the screen.

Arcee opened one optic to see what was going on outside.

"/You monster! Stop this!/" June demanded, while Silas continues to watch the event unfold.

She gasped in horror before closing her optics again. When the MECH Operatives were able to remove the web, Silas turned and stated.

"We only have time to take one part. Go straight for the heart." Silas instructed.

One of MECH Operatives took control of a drill and slowly aimed it to Arcee's chest. Before Drill even makes contact or even Arcee could make her move.

A sudden roar of anger ceases their actions. Silas and men turned, opens one optic to see what's going on. She sees Caboose now desperately trying to break free from Web, his optics flickered to blood red. Arcee knew what was about to go down.

"Sir, the prisoner is getting agitated!" One of MECH Operatives pointed out as he takes a step back.

"LEAVE HER ALONE!!" Caboose roared, his voice deepens in a dark me menacing tone as they slowly break away.

Silas sees this and orders, "Restrain him!"

A couple of MECH Soldiers runs up the enrage Blue Idiot and aims their weapons at them him. It didn't take long before the webs break and Caboose is free. Arcee took advantage of this, before knocking the drill away and the MECH Operatives.

"Arcee!" Caboose said, happy to see her alright.

MECH Operatives then fired on both of them, Caboose grabs her and puts her behind him as he absorbs of most bullets. Arcee takes one look of Caboose, whom nods for her to go to which she transforms and drives out of the warehouse.

While She deals with Airachnid, Caboose on the other hand will deal with MECH. He glares at them as their bullets did nothing to dent him. Silas knew he would be trouble so he decides to call in some reinforcements.

Back with Jack, he was still trying to get free while Airachnid approaches him.

"Well Jack, if you won't decide, I guess its ladies choice." She said as she has her claws ready to kill her.

"Mom, I'm sorry." Jack said, as his voice cracked at his failure.

"No!" June screamed.

Before any harm could be done they of heard a familiar engine and they tuned see Driving up on the conveyer belt in her alt form. She transformed and kicked Airachnid away from June, while Jack took advantage to get his hand free and grab the webs where his mom was trapped.

"Jack, your motorcycle?" June begins

"I can explain, mom. Wait, I already did." Jack said as he tries to save his mother.

Arcee did a couple of back flips on the conveyer belt as Airachnid tried to hit her. After gaining some distance, Arcee and Airachnid stared at each other with intention to kill each other. Arcee is at the low ground, while Airachnid is on the...high ground.

"The MECH lost Breakdown and your Pink-"

'IT'S LIGHTISH RED!' 'Donut, shut up! Who are you even yelling at!?' Two loud distinct voice is heard from a far.

Both stared where the direction of the voice came from before Airachnid continues, "As I was saying, what were the odds they could hold onto you?"

She then lunges Arcee but the two-wheeler manages to jump out of the way as Airachnid's spider legs stabs at the ground where Arcee stood. Unfortunately for our Autobot Bike, Airachnid uses her spider legs to pull Arcee back before swiping her claws at her.

Arcee thinking fast she raise her forearms to defend herself as she was knocked back and skids across the conveyer belt. Arcee recovers and charges at her before getting a few jabs on Airachnid knocking her back.

But their fight was interrupted when the walls of warehouse was broken down by a very angry Blue Vehicon!

Many MECH Operatives came to subdue or even kill the Enrage Blue Vehicon as have their weapons trained him while Silas manages remain unscathed as his men are distracting him from being target by the Blue Idiot. He continues to watch the fight between Airachnid and Arcee as Caboose deals with his troops.

"MY NAME IS MICHAEL J. CABOOSE!"

Caboose shouted in a deep hostile voice and his visor blood red, sending chills down the MECH Soldiers' spine.

"AND I!" 

Without warning he transforms his servo into blaster mode and shoots it on a group of MECH Soldiers, killing them. Which shocks them since they thought the Autobots would be more restrained in killing their kind. They responded by firing back at him at him.

"HATE!" 

A MECH Soldier fires a continuous burst of bullets on Caboose but the bullets merely just bounce off the Blue Vehicon's armor before he grabs the MECH Soldier shooting at him, who screams in terror, and crushes him mercilessly with servo like he is just a tomato.

He picks a MECH Car and chucks it at the group of MECH soldiers, which kills them.

"MEAN SOLDIERS!"

Caboose yells out angrily.

"FRECKLES; EAT OUT THEIR HAPPINESS!" He orders as Freckles hops off his chest compartment.

"Target acquired; Engaging!" Freckles transforms into his Mantis Alt mode before firing upon the MECH like the terror Mantis he is.

Caboose and his Minicon continues his rampage on the MECH Soldiers, firing his weapons or even crushing them as if there ants. As if he's like doom slayer himself while the MECH soldiers are the demons from hell.

Arcee and Airachnid both cease their fight and looked at Blue Idiot in shock by his rampage on the MECH Soldiers.

They both have varied expressions; Arcee is shocked and horrified by the sight of her crush, who looks like won't hurt a fly, turn violent. Then again, she reminded herself of Caboose's rampage during the Arctic against the Vehicons and remembered from the words of Sarge, 'Violence and Recklessness is where the Reds and Blues excel.' Though those are quality traits of a Decepticon, they are also some quality traits of a Wrecker. She disapproves of the idea of killing humans since it's a part of Optimus' order for humans not to be harmed but since Caboose used to be human, he isn't restrained from those rules though Optimus wish for the casualties to be placed at a minimum. But it seems it's not happening right here.

Airachnid stared at the Blue Vehicon in shock at his brutality on the MECH Soldiers. Especially said Blue Vehicon is an Autobot, a very idiotic and violent Autobot Vehicon to be exact. She speculates since this is a Vehicon who just defected to the Autobot she believes he has the qualities of an Autobot in him.

For some reason, she finds it hot on her optics to see this naive-looking Vehicon going ballistic on these humans which causes a blush to appear on her faceplate.

But that didn't distract them from their fight as Arcee turned to her opponent and sent a roundhouse kick, knowing her to the other platform below. Arcee pursue her opponent and attempts kick again, but she misses and lands on the platform

Airachnid did kick hers off the platform to the ground. Arcee ro all's around on the ground before recovering and then dodges as Airachnid spider legs struck on where the Two-wheeler stood. Both glares at each other before Arcee climbs up on the frame of the building and Airachnid pursue and she too climbs up. Arcee kicks her and Airachnid retaliates back by striking her spider legs at her nemesis, but Arcee manages to evade it on time and stop on top of the platform.

Airachnid began to fire Energon blaster projectiles at her, but Arcee managed to evade all of them. Unfortunately one of the projectiles hit the platform where June was on, causing it to break and bend. Jack grabbed the ledge of the platform before he fell over as June screamed.

"Mom!" Jack called out.

"Jack!" June screamed as Airachnid attempted to grab June again, but Arcee punched her and threw at another platform.

On background, Caboose and Freckles is still seen going on a rampage on the MECH Soldiers. Their rounds did nothing to dent the armor of the blue Vehicon.

"I WILL EAT OUT YOUR HAPPINESS!"

Though from all this chaos, Silas is still inside the warehouse watching both fights from Caboose and Arcee in the LCD screen.

Arcee managed to climb up from the railing while Airachnid climbed on the side of the water tower before striking Arcee with her spider legs, but she manages to evade them.

Back with Jack he managed to climb up to the platform and he accidentally pushed a lever, activating the conveyer belts and the factor as begins concrete to fall into a cement truck. Airachnid jumped and kicked Arcee in the face, causing her to fall over. But she grabbed the edge and climbed back up. She dodged a couple of attacks before she jumped into the air to kick Airachnid into a concrete container, before Arcee landed on a pipe.

Jack looked at Arcee whom nod her head. Knowing she means he pulled on of the lever down and concrete began to flow into the pipe, while Arcee kicked the pipe above Airachnid, who is recovering. Before Airachnid could register what was happening, concrete spilled all over her. She got up and screamed, trying to get the concrete off, but she was frozen solid form the concrete.

"Ah! Jack!" June screamed.

Arcee went to help June and unknown to her Airachnid began to break the concrete to get free.

"Hang on, June." Arcee said before she begins climbing at her.

But then, Arcee was then grabbed by the web Airachnid and was pulled to the ground, and also webbed once more.

Airachnid chuckled as she was about to kill Arcee with her blasters trained on her, but then she heard a chopping sound. Everyone, including Caboose, looked up to see three helicopters have arrived. Inside one of them was agent Fowler.

"Yay!" Caboose cheers, after killing another MECH Soldier, "Help is here!"

Back with Fowler, he then orders to his troops.

"Aim for the creepy Crawly." Folwer ordered.

The three helicopters then fires at Arcee, who tries to protect herself by raising her forearms infront of her as the bullets hit her.

Back with Silas he continues to watch the screen of helicopters firing upon Airachnid.

"How did they find us?" Silas wondered. Until a moment if realization hits him and reaches for his walkie talkie, only to find it missing. It was then Silas deduced when Jack approached him, he grabbed his communicator without notice after pushing him.

Silas frowns at his mistake.

Back with our heroes, Helicopers continues to rain down a hail fire of bullets on Airachnid. Jack smiles and spoke to the stolen walkie talkei.

"Thanks for coming, Agent Fowler." Jack says.

"/If I'd known 'cons were involved, I would have called in Prime./" Folwer said from the other side of the walkie talkie.

"That might have been too much for mom to handle in one night." Jack informs him gesturing to his mom.

Fowler nodded his head in understanding as they continue firing upon the spider 'con while Caboose go to Arcee side.

After some time they cease firing on Airachnid as they let the dust settle.

Airachnid takes the chance when the dust cleared as her eyes turned green and she scanned a Folwer's helicopter.

"Ah not again!" Folwer says in annoyance when Airachnid Scans his helicopter.

Meanwhile with Cabosoe and Arcee.

"Whoa." Caboose said in awe, "That is amazing!"

"Caboose!" Arcee says, "Help?"

"Oh okay!" Caboose then activates his energy sword as he begins to cut the web open.

Airachnid glared at the Helicopters before transforming into a her helicopter Alt mode and flew away.

After Caboose frees Arcee, it was already to late as Airachnid is out fo reach.

"No!" Arcee says, while Caboose just stared where Airachnid is going.

Back in the waarehouse, Silas and what's left of his operatives watch as Airachnid left. They have seen how Cybertronians are able to transform, and now he sees how they were able to acquire said transformation.

He turns the LCD Screen off and says, "So that's how it's done. Genius."

"Sir, Private Joanes is dead."

"Well, at least it is less of the idiots I have to deal with today." He snaps his fingers and the light turned off.

Moments later, the helicopters are on the ground as Jack comforted his mom who wrapped herself in a blanket. Right then, Agent Fowler reunited with them.

"Ms. Darby, I'm special Agent Fowler. Its time you knew the truth. For the past several months, Jack has been...interning for me at the agency." Fowler tries explained.

Emphasis on the key word, "tries" because June Darby ain't buying it!

"Agent Fowler, mom's not gonna buy it." Jack remarked.

"He's got that right." June said as she glared at Fowler.

"Agent Fowler." A soldier called out.

"Let me guess, they go away." Fowler guessed, earning a nod from the soldier. "Maybe next time."

He said before walking back with the soldier.

Jack and June turned to see Arcee walking towards them.

"And she would be your..." June trailed off.

"Motorcycle, guardian, Autobot, friend." Jack said as Arcee knelt down.

"Call me, Arcee." She introduced.

June smiled as she got up from the crate. "Thank you, Arcee."

June then looks at Caboose, "What about him?"

"Oh, him? That's Caboose, Autobot, friend." Jack gestures to the Blue Vehicon who still stood on the same spot after Airachnid left, "Caboose, this is my mom!"

Surprisingly to Arcee and Jack, didn't even say anything back or replies. He just continues to stare at where Airachnid left.

"Caboose?" Arcee says as she approaches Caboose from behind.

He didn't say anything back but continues to look at the direction where Airachnid left. Seeing that his friends are now safe, he decides to confront Airachnid with her emotional trouble.

"I think she needs a friend." Cabose said suddenly.

"What?" Arcee questioned, but that answer was given when Caboose then transformed into his UNSC Falcon Mode and starts to ascend from ground, leaving behind Arcee, Jack, June and Freckles.

He soon flew towards the direction where Airachnid went.

"Hey, where's Caboose going?" Fowler asks Freckles as he watch him soar to the air.

"Reason: Unknown." Freckles responded.

Arcee didn't say anything as she stared where Caboose is going. She reflects on his words, 'I think she needs a friend.' Who is he referring to? It's not like June needs to some friends right now. It didn't take long before Arcee's optics widen in dread, it dawns to her what the Blue Vehicon is about to do.

"No..." she says in horror. She transforms into Alt mode before she drives away to wards the direction Caboose went.

"Where are they going?" June asks Jack who looks confused at the reaction of both Arcee and Caboose. Jack became quite concerned, so he'd cued to call Optimus.

"/Mr. Jackson?/"

"Hey, Optimus. I think there might be something wrong."

~meanwhile with Caboose~

Caboose is soars across the sky, flying to the same direction where Airachnid could have gone. It didn't take long before he finds ahead forest deducing she might be in a forest to take refuge he flies towards it.

He survey the area, until, he finds what seems to be ravine shrouded with webs. He flies that location before transforms into his bipedal mode and lands on the ground.

"Hello!" Caboose calls out, "Scary Spider Lady! Are you here!

He hears a branch snap and he looks at the direction of where sound came from, and approaches it.

"Scary Pretty Spider Lady Are you there?" He asks before stopping a nod shouting, "HELLO!?"

His voice echoe across the forest, "HELLO!?"

"Oh! that was just me. That was so stupid." Caboose then shouts back, "HAVE A NICE DAY!"

"THANKS YOU TOO!" His echo... says back. How is that even possible?

"Well, I'm a very pleasant person." Caboose said, until someone spoke.

"You're an odd fellow aren't you." Feminine voice said from behind. Caboose spun around behind him and sees Airachnid.

She just smirks and states, "You have some nerve to come here in find me, all by yourself. You didn't even bother bring that two-wheeler with you. Not even concerned of your own safety."

"Yeah..." Caboose says, his tone still cheerful, "I get that a lot. Main from Arcee."

She then says, "...since you're alone, you really put yourself in so much trouble. I wonder how long it's going to take to make you scream."

She says as she approaches Caboose, who just replies "Before you do mean things to me, I've got a question."

Airachnid stops, "A question? Then what is that?"

What he said, really catches her off-guard.

"Why are you sad?"

Caboose asked as he started at her for any answers. She just stood there in silence.

"I... I don't understand what you mean. What do you mean why am I sad?" Airachnid demanded.

"Well..." Caboose says, "I feel something inside of you... something like depression, and loneliness."

"W-what does this have to me?" Airachnid demands, she narrows her optics at Caboose.

"You were sad and you were doing means things just to feel better because what happened." Caboose explained, "..maybe that's why you like being mean others. Because others were mean to you."

"W-what?" Airachnid takes a step back from his word.

"Maybe... because they did something bad to you, you want to hurt them. Maybe even hurt others. Is that why you're being mean?" Caboose says to Airachnid.

She just stood there, she now glares at the Blue Idiot at those words.

"Maybe you were lonely, and you need some company." Caboose approaching her.

"...shut up..."

"Maybe perhaps... you need a friend!"

"SHUT UP!" Airachnid roar at him, "I DON'T A FRIEND OR ANY COMPANY!!"

"...Then why do sound a sad?" Caboose asked the angry Airachnid, "Church once said he didn't need friends company... then he was sad... angry and sometimes a bit mean, but what he needs is a friend or someone they can talk to!"

Airachnid reponded, though her voice slightly cracks.

"Y-you... you don't understand, do you!? You're just a Vehicon! A mindless drone! And that's it! You don't understand what happened to me!"

"Oh, but I do! Or maybe I don't..." Caboose said, "...but maybe what happened to you is what happened to me..."

"And what's that?" Airachnid her optics glaring on the Blue Idiot.

Caboose's cheerful attitude then shifts to sadness, "...losing someone you care about. Not in... a friendship... but someone you really consider your only family. Until they disappear... forever."

He then says, "When you tried to hurt Jack's mommy, you wanted him to be sad, tear a family alert. So he can feel the sadness you feel, the depression and loneliness."

Airachnid was taken back by this and her optics widen at that claim.

"I felt sad... sad... sad, very sad when I lost my best friend, Church. I don't even know who my real family was..." Caboose said, sounding solemn, "...sometimes, you will lose a friend... sometimes, even your best friend or a family..."

He finishes, remembering Church's last entry to them...

'Hey guys... if you're hearing this then it means you did it. You won. You kicked the shit out of Hargrove's forces. I knew you could. But this is my last stop. See, when I came into this world, I was really just a collection of somebody else's memories.'

'But with your help, these memories... they-they took form! They became my voice, my personality. And, after a while, I... I began to make brand new memories of my own. All of these things are what make me who I am... but they're also holding me back. I can't run this suit as Epsilon, but if I erase my memories, if I... deconstruct myself, the fragments I'll leave behind will have the strength to get you through this. I believe that.'

'I wish that there was another way. But I'm leaving this message, as well as others, in the hopes that you'll understand why I have to go this time...hehe, it was actually Doyle who made me realize something that I've never thought of before. There are so many stories where some brave hero decides to give their life to save the day, and because of their sacrifice, the good guys win, the survivors all cheer, and everybody lives happily ever after.'

'But the hero... never gets to see that ending. They'll never know if their sacrifice actually made a difference. They'll never know if the day was really saved. In the end, they just have to have faith.'

'Ain't that a bitch.'

Caboose looks on sadly at that redoing, he looks at Airachnid and continues, "...Maybe you grew apart... maybe you get into a fight, maybe they got destroyed in an electromagnetic pulse... these things happen. It's just a sad, sad, sad, sad, saaaaaaaaaaaaaad, sad, sad, part of life..."

The Rogue Decepticon continues to listen to Caboose's words as more emotions continue to flow through her.

He continues, "...and you know? I think the very best thing about friends..." he slowly walks forward towards Airachnid, she did not move when Caboose approaches her.

"...well, the thing most people forget about anyway, is that no matter how many friends you lose, you can always make more. Despite losses, you learn to move on but still remember and cherish every moment we have with them. Be it friends or family. And... I think that's pretty neat." Caboose smiles behind his mask.

Airachnid growls in anger as some enegron tears can be seen flowing down her cheek, 'Why? Why does he remind me of HIM?!'

She thought angrily as a memory of someone that Caboose reminds her of appears in her head, he reminds her of her deceased little brother, Arachne.

Before Airachnid became who she now, she once had a little brother. Her brother was kind loving and caring, even sometimes very clumsy and somewhat idiotic, and he was the only family Airachnid has ever since their Sire and Carrier died from unknown circumstances. They've always had each other's back even at rough times.

Until... he was executed by the hands of the Autobots Enforcer for a crime he never committed. Even before the war of Cybertron, she lost it and has changed for the worst. For millennia of being sadistic Decepticon, she wants the others to suffer so they could feel her pain. When she finds someone that almost resembles her brother's personality and attitude makes her upset, angry, and sad.

"...and I think you need is a friend and comfort. After all, being mean doesn't make things better for you." Caboose said.

Filled with sadness and blind rage thinking about the resemblance of her deceased Brother to this Blue Triple-Changer Vehicon, and without thought, "SHUT!! UP!!!"

She transforms into her spider mode and rears her spider limb at Caboose to strike, as he is was visibly stunned by this.

Not far from their location, Arcee is seen speeding across the forest to find the Blue Vehicon, and when she arrives she looked in horror and shock as the event unfolded in front of her.
.
.
.
.
.
.
Airachnid's blade went right through Caboose's chassis as he gasps in pain.

"AAAH!" He gasped out in pain.

Arcee stood there in horror by what she had witnessed, her body stood frozen by the events that happened to the Blue Vehicon, as tears slowly flow down her faceplate.

"No..."

Meanwhile, with Airachnid, she panted heavily with her helm down after what she did, her spider limb blade still embedded through Caboose's chassis, who is doing his best not fall over from his injury. Her blind rage soon turned to shock and horror.

When she snaps her helm back at him and lets out a gasp of horror, her spider limb still stabbed through Caboose's chassis.

"By the Allspark... what have I done?" Airachnid mutters in horror.

She quickly then pulls her spider limb out of Caboose, causing him to cry out in pain as he falls on his knees while clutching where the pain was.

Airachnid just stood there, looking in horror at the action she just committed.

While she indeed something similar to her other victims; mutilating, and killing them in horrendous ways and she basks at their suffering, but just seeing Caboose kneeling on all fours ground clutching his wound reminds her of how her little brother perished, how he died by the hands of Autobot Enforcers back in Cybertron.

Worst, in her optics imagery of Caboose briefly shifts to Arachne before shifting back to Blue Idiot.

Caboose coughs out a few bits of energon, breaking her out of her thoughts.

"C-Caboose... I'm sorry! I-I didn't mean t-to! I-!" Airachnid stammered as she changes back in her bipedal form, and kneels to Caboose.

The Blue Vehicon looks up at her and weakly said, smiling weakly behind his battle mask, "I-it's okay... I f-forgive you..."

He soon falls on his side on the ground, laying on his pool of enegron, and eventually passes out. His visor dims until it darkens.

Airachnid gasped in horror, her vision imagining Caboose as her brother, Arachne, "N-no! No! No! NO!!"

She quickly transforms into her spider mode and she quickly used the webbing to patch his wounds to prevent more energon to be spilled as she whispers, unintentionally calling him by her brother's name.

"Come on Arachne! Please be alright! Don't die on me!! Not again!"

However, her procedure was interrupted by the sound of screams of anger.

She looks in the direction of the scream only to be met with a fist colliding onto her faceplate, knocking her back a few feet as she falls on the ground disoriented.

The attacker is revealed to be Arcee who looks at her Nemesis with pure hatred, she looks down at the downed Blue Vehicon and kneels to him and cradles his helm, "Caboose! Are you alright?! Say something! PLEASE!"

The Two-Wheeler begged, and cradled Caboose's head as she cried. Unfortunately, the Blue Vehicon gave no response, he continues to lay motionless.

"N-no... Caboose... p-please... not again!" Arcee sobs and lets her tears flow down her faceplate as she presses her for helm on Caboose's.

Her sadness and fear soon turned to that of pure hate and anger. She looks back at Airachnid, who just recovered from the punch.

The Two-wheeler growled hatefully and gently places Caboose on the ground before she faces her Nemesis and approaches her in a hostile manner with killing intent.

She activated her blades, "Y-you... YOU FUCKNG BITCH!! I'M GOING TO SNUFF YOUR SPARK!!!"

Arcee charged as she lets out a war cry, she slashes her blades at her Nemesis who in turn parries each attack with her spider legs.

"Arcee wait!" Airachnid tried to reason, as she blocks another strike from the enraged Two-wheeler, "I-I know you're angry! But Arach- Caboose requires help!"

"And I'm supposed to believe that!?" Arcee yells back at her, losing all common sense of her reasons, "First you took Tailgate away, AND NOW YOU TOOK CABOOSE AWAY FROM ME!!!"

"He's still alive!" Airachnid retorted, she blocks another slash before pushing her back, "If you want him to live then call help and stop fighting me!"

"I'LL CALL HELP WHEN YOU ARE DEAD!!!" The Two-Wheeler roared, she then transforms her servos into blasters and fired.

Airachnid dodged each energon blast before going into the offensive, she strikes at her with her spider limbs as Arcee dodge and evades each of them before sending a roundhouse kick at her opponent, knocking her back as lands on the ground beside the motionless Caboose.

Airachnid pushes herself from the ground looks at Arcee before looking at Caboose. Aware that the Blue Vehicon is really in need of Medical Attention she quickly crawls towards him to check on his condition, but an energon blast nearly hitting her stops on her tracks, and looks to see Arcee's blasters aimed at her.

"STAY AWAY FROM HIM!!!" Arcee threatens as her blasters primed.

"Arcee, listen! Caboose is dying!" Airachnid tried to reason.

"He's dying because of you! YOU FUCKING SADIST!" Arcee fired her blasters at her as she dodges her attacks again.

Not too far from the fight, a Groundbridge opens up as Optimus, Ratchet, Bulkhead, Bumblebee, Wash, Carolina and Doc exits the Groundbridge and transforms into their bipedal mode.

Optimus looks at his Autobots.

"Ratchet, is this where Arcee and Caboose pursued Airachnid?"

"Yes, the Scanner detected their life-signal to be near around this, they should not be far however the scanners shows one life signal is faint." Ratchet informs, the last part of his sentence got everyone worried.

The sound of blaster fire caught their attention, as they turn their attention to the forest as they can some blue light illuminating, not too far.

"Looks like we found them!" Carolina stated.

"Yeah, no shit!" Wash said, as the Autobots and the members of the Reds and Blues hurriedly made their way to the forest.

As they got closer they witness the event unfold infront of them, they watch Arcee and Airachnid fight but it's more of Arcee attacking her than Airachnid, while she defends herself from the enrage two-wheeler. They eventually have a look of horror when they see Caboose, laying down motionless on the ground on his own pool of enegron.

"Caboose!!" Bulkhead, Wash, Doc and Carolina exclaims in horror, while Optimus and Ratchet has a look of shock presented on their faceplate.

Doc and Ratchet quickly made their way to the down Blue Vehicon with others following behind, while Arcee and Airachnid didn't notice them as they preoccupied with their fight.

"Doc! Is he alright?!" Wash exclaims, concerned over the Blue Vehicon.

Doc scans pulse and looks them, "He's alright for now, but it's faint!"

Ratchet scans him, "He has leaked a lot of enegron..." he reported, but he notices the webbing that patch up his wound, "But it would seem that Airachnid must have used her webs to patch the wound and prevent energon from spilling, though it's temporarily..."

They hear a loud thud, and turn to Arcee pin Airachnid down with her blade close to the Ex-Con's neck cables.

Airachnid tried to get out of her grip, but the blade close to her neck cables prevented her from moving any further. Arcee glared down at her Arch-nemesis as she snarled.

Airachnid could sworn Arcee's eyes briefly turned red. 

"Say hi to Tailgate for me in the Allspark, bitch..." Arcee rears her blade as Airachnid an only look in horror and close her optics for the incoming end. It's ironic to her that she dies in the hands of Arcee, who briefly acted how a Decepticon would act.

As Arcee is about the to give the final blow, Optimus grabs her blade preventing her from doing so. Arcee and Airachnid, who opened her optics, sees that he saved her.

"Arcee! That's enough! She's already weakened!" Optimus scolded.

Arcee snapped, "Y-you YOU CAN'T BE SERIOUS, OPTIMUS! BECAUSE OF HER, CABOOSE IS DEAD!"

"He's not dead!" Ratchet shouted, bringing her attention, including Airachnid, to the Autobot Medic. Both femmes looks hopeful.

Arcee quickly runs to Caboose's side as Airachnid was being restrained by Optimus. She made no effort to escape nor did she even look like she wants to.

"Can you fix him?!"

"I will do my best with my abilities, fortunately Airachnid's webbing has prevent more energon from leaking..." Ratchet explained as he and Donut starts carrying the unconscious injured Blue Vehicon.

"Will he be alright?" Tucker asked, worried for his brother-in-arms.

Ratchet gave a him a solemn look, "I-I... I don't know know, his wounds are severe and he is fortunate Airachnid didn't hit his spark chamber, and if she did he would be dead."

Airachnid wince at that statement.

"What about her?" Arcee sneers, referring to Airachnid.

Optimus calmly states, "We will decide what we will do with her, but for now... she's a prisoner of war." He turns to Bulkhead, "Bulkhead."

Bulkhead nodded and pulls out a retraining cuff and places them over Airachnid's wirst.

Not too far from the forest, an Aqua-Eradicon with a red visor is seen observing them when they restrained Airachnid and start tending with the unconscious and injured Caboose.

He then com.links his leader, "Sir, do you copy..."

The voice from the other side of the transmission replies, not after signing irritatedly.

"/Yes I can fucking hear you dumbass! So did you spot them?/"

"In fact, Yes I did, it's them alright! It's the Reds and Blues, and they are allied with Autoshits!

"/The Autobots? Fuck! If only this could be easier.../"

"What's your plan now?"

"/Hmm... I have a plan, get back here in the double, I'm planning to have make an... arrangement with this Terrorist Organization; MECH. After all, we need some help in order to kill them all./"

"Then shall I attack them while they are unaware of us?" The Eradicon asked, still observing the Reds and Blues and their Autobot allies.

"/No! Don't! We need to keep our existence hidden from them before we reveal ourselves! We still have the element of surprise on our hand, now get back to base!/"

With that his leader cuts off transmission. The Aura-Eradicon continues watch to Autobots, the Red and Blues leave the area and enter the Groundbridge before the vortex disappears.

The Eradicon soon lets out a sadistic laugh, "Hahaha! I'll get you soon, Tucker! Once the Reds and Blues along with the Autobots are dead! I'm going to violate their corpses!"

He then transforms into a UNSC Hawk and flies off, not before saying;
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"Boom-Chika Wah Wah!"

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To be continued

Well this Chapter is done, I hope you all enjoy this and stay tuned for the next chapter. And boy this took me a while to finish. I hope you all enjoy this.

A/N: And before anyone asks, yes, Airachnid will be an Autobot but it will take time for her to adapt to her new position as an Autobot, but not to worry she has Caboose to keep her in company.