It's been weeks after the incident with the Fake-WheelJack, and right now there things that are quite shocking, after Agent Fowler ask the Autobots help to escort a dangerous device known as D.N.G.S, they agreed to help...but they have one problem and it involves a blue idiot.

"Autobots! Prepare to Rollout!" Optimus declares as the Autobots are about to Transform, but they see Caboose crouch down in all fours, making them looks at him confuse.

"Caboose, um what are you doing?" Arcee asked confuse by his actions.

"I'm rolling out!" Caboose said happily making them more confuse.

"Dude, Shouldn't you transform like the others?" Miko pointed out.

"Oh...umm...how do I do that?" Caboose asked, making them look at Caboose shock at this revelation.

"Wait?! You can't transform?!" Ratchet exclaims in shock as well the Autobots and Humans.

"I don't know what you mean, but I'm going to nod and say yes..." there was short silence until. "Yes"

"Hm...it's seems Caboose will not join us on mission where he needs to transform and remain hidden." Optimus said.

"But Optimus, shouldn't we be worried?" Arcee said, concerned for the Blue Vehicon.

"We will worry about this later, we need to focus on the task in hand." Optimus said as they transform and head to their mission with Caboose, the children and Ratchet left behind the base.
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"Let's play a Game!"

"Not now Caboose!" Ratchet exclaims in annoyance.

~timeskip~

Soon after they escorted the D.N.G.S also encountering a terrorist-organization called MECH led by Silas, they returned back to base safely, but with their existence discovered by MECH, they will remain cautious for future attacks.

Earlier today, Ratchet had managed to pick up an energon signal coming from the mountains on the northern east coast. Optimus sent Arcee, Jack and Caboose, despite his disadvantages, to investigate.

Immediately as soon as they hit their destination. In Arcee's servo was an Energon scanner, used for detecting even the slightest of Energon signatures and at the moment there indefinitely was a trace. Following behind the Autobot femme, was Jack was comically swiping away the mosquitos with Caboose Tagging along.

"I'd really wished I packed some bug spray. The mosquitoes on this recon are the size of vampire bats, and they drink about as much blood" Jack said as he squashed a bug on his arm.

"Quite the outdoors man, aren't you Jack?" Arcee said

"You wouldn't be making fun of my survival kit."

"Maybe" Arcee smiled at her partner.

"I'm may not have stinger proof metal skin like you or Caboose, but in pinch I can use my multi-function pocket knife, and magnesium fire starter, to cook up some freeze dried mac n cheese" he replied.

"Why didn't you guys tell me that this is a camping trip!" Caboose said happily. "Arcee! Arcee! Arcee! Can we make s'mores!? Please!? Please!? PLEASE!?" Caboose questioned as he jumps up and down.

Arcee and Jack stood there surprise and confused by Caboose's statement when he asked from 's'mores' since it's a human food, not Cybertronian.

"Caboose, you're a Cybertronian... not human..." Arcee pointed out.

"Oh...I forgot..." Caboose admitted, he looks to the right and sees some flyer flies, "OH LOOK! FLYER FLIES!" Caboose exclaims excitedly and runs to where it's located.

"Caboose, Wait!" Arcee calls, unfortunately Caboose is already playing with the flyer flies, as she sighs and gives out a small smile. "...oh Caboose, he never stops seeing things he enjoys seeing." Arcee said amused.

"Yep..." Jack said, but there's something in his mind. "...hey Arcee..." Jack said gaining her attention.

"Yes?"

"Did you notice something weird about Caboose... besides him being a bit childish and stuff?" Jack said, as Arcee narrows her eyes.

"What do you mean?" Arcee asked curiously.

"Well, it's not that I don't trust him or think he is a Decepticon, no....it's just there's something suspicious about Caboose..." Jack said.

"Such as...?" Arcee pressed further.

"Remember the incident with a con that acted as Wheeljack?" Jack said as Arcee nods and Jack continues. "When Caboose engaged the Fake-Wheeljack, He said his name, like his full name, like a human name..." Jack pointed out, as Arcee remembers the incident with Caboose saying his name.

"Yeah... I remember that..." Arcee said.

~Flashback~

"MY NAME IS MICHAEL J. CABOOSE! AND I..." Caboose charges at Makeshift as he tries to grab his katanas only be punch in stomach. "...HATE!!!" He knees him in the guts and uppercuts him sending him flying across the room. "DECEPTICONS!!!"

~Flashback ends~

"...and also Caboose's disadvantaged of transformering, and his statement about eating s'mores, something doesn't add up." Jack pointed out more of Caboose's weird behavior as Arcee puts the pieces together and her optics widen.

"....Wait, you're saying that-"

Before Arcee could finish, she was cut off by the Energon scanner started beeping louder. Arcee examined it and was a bit taken back by the results given by the device.

"That's odd. Ratchet's satellite scans were accurate, but sub-terrain Energon deposits don't cause this kind of surge." Arcee elaborated.

The blue Autobot proceeded forward with Jack and Caboose, who finish playing with the flyer flies and follows them, right behind her. A minute later, the trio reached the top of a hill and was shocked at what they saw. On the valley floor below was a humongous scar that cut through the earth and the forest. The ground was black from ashes and there was still grey smoke billowing from the gorge.

"What happened here?" asked Jack asked.

"Crash landing. Stay behind me, low and close" She replied as she jogged off to the crash site with her blaster readied, with Caboose and Jack tagging along.

"Do you think it's Aliens?!" Caboose said to Jack.

"Uh...maybe..." Jack said unsure to say and turns his attention to Arcee.

"Is it Bot or Con?" Jack asked.

"Can't tell" She said as she readied her blaster and ran to the ship, she moved silently to the opining of the ship as Caboose and Jack stayed and watch. They saw Arcee walk into the unknown ship. It took all of 10 seconds until she came out, with her hand on the ship looking down as if she saw a ghost.

"Arcee..." Jack said in shock as he and Caboose rushed over to see Arcee, she looked up into the distance with the look of fear in her eyes with a horrible vision being played back in her mind. It wasn't until Jack and Caboose snapped her back into reality.

"Arcee whats wrong..." Jack asked with concern

"I know whose ship this belongs to..." She replied with a frown and she hears Caboose gasp dramatically.

"Is it Aliens!!? I knew it!!" Caboose exclaims in shock.

"No Caboose, much worse..." she brought up to digits to her coms. "Arcee to base I need a bridge ASAP." Arcee asked, but received nothing but static

"What, Why? Whose ship is this?" Jack asked.

"Base do you read." there was still static. "Scrap! Com links dead."She said in frustration. "The ships gotta be transmitting a high frequency scrambler pulse" She said as she started to walk. The boys rushed a little to catch up.

"Jack...I'm getting scared..." Caboose whimpered a bit in fear.

"Me too Caboose..." Jack admitted and looks at Arcee "...Arcee? O-ok you're kind of freaking me and Caboose out here" Jack said as he caught up. Arcee stopped.

"Wait here." She said as she walked again as the Caboose and Jack took a glance at each other before compiling. Arcee noticed strange scratch marks on all the trees she passed, as if something had marked their location. Arcee then noticed some type of tracks on the dirt the seemed to run off into the forest.

But these tracks were unusual, the size was too small for a cybertronian, or that of a human foot, the tracks seemed to be made by something very sharp. As she took one final look at the tracks, the painful memory hit her again, but harder, with a familiar face and smile.

'No, please, anything but her' she thought to herself, she stared out again in fear with her mouth agape, only again for Caboose to put his servo on her should pad bringing her back to reality.

"Arcee?" Caboose said as Arcee looked at him and Caboose whispered to Jack. "I think I broke her..."

"Caboose, I don't think you did..." Jack pointed out.

She looked at he duo, only to transform into her alt mode.

"Climb on" she told Jack firmly as Jack and Caboose looked at each other before Jack got on.

"Wait, what about Caboose? He can't- woah!!!"

Jack didn't get to finish his sentence as Arcee drove as fast as she can, swerving between trees and rocks also leaving Caboose behind.

"WAIT FOR ME!" Caboose runs after them.

Arcee continues to drive faster as Jack hanged on for dear life, and soon Arcee jumped over a pit and came to a sudden stop.

"Was that really necessary!? " Jack asked in anger of his partner's actions. "...also you left Caboose behind, you do realized that Caboose can't transform!" Jack ranted, unfortunately, Arcee was too busy trying to contact base.

"Arcee to base" she commed base, but the only response was static again. "Scarp" she muttered in frustration. And fortunately enough Caboose was able to catch up with them.

"Hey guys! I'm here!" Caboose said as he stops behind Jack, "...what did I miss?"

"Nothing..." Jack said and looks at Arcee "Look, I've seen danger before, but I don't know about Caboose, but anyways what's the bi-"

"Wait here, I mean it this time" she ordered. Jack sighed

"Ok, first you shut us out and now you're ditching us?" Jack asked in frustration. Arcee took a moment to transform, and looked at the Blue Vehicon and human.

"And I thought Caboose and I are you're partner..." Jack argued.

"Yeah! I thought I am your best friend!" Caboose argued for no reason as usual.

"What?" Jack said confuse by what Caboose said.

"No Jack, You're a KID, you are only here because this was supposed to be 'No Risk'. And Caboose, I'm NOT your best friend, and please wait here! I mean it! Got It?" She responded sternly before she transformed and drove away, leaving the two behind.

There was awkward silence between the two before Caboose broke it.

"...Arcee reminds me of Tex or Coralina... or maybe Agent Washington... except he's male..." Caboose said for no particular reason.

Jack looks at Caboose quizzillly, he would ask Caboose that later, but there's important matters at hand. "Okay we can talk about that later, but right now lets go find her."

"Okay!" Caboose said excitedly as he grabs Jack and places him on his shoulder and goes to Arcee's direction.

~Somewhere in the forest.~

A lone camper had just finish setting up his tent, with that he decided to retire to inside his tent and prepare dinner. Little did he know, a pair of eyes were watching him.

As the unknown femme got within close range, she pounced into air and was about to kill the human, unfortunately out of nowhere Arcee tackled her out of mid-air with lots of force that they both ended rolling down a hill trying to get a grip on the other, once they came to the bottom of the hill, they keeped rolling until they crashed into a rock wall. Arcee was slammed into the wall while the black, purple, and gold femme bounce off of her and landed a few feet away. She slow got back up on her spider like limbs and approached Arcee

"Arcee~" she sang "Small universe." The femme smiled.

"Too small Airachnid." Arcee spat back.

"You're still holding a grudge? The war been over for Mega-cycles." Airachnid said. Starting to circle around Arcee.

"Tell that to the Decepticons." Arcee replied getting into a fighting position.

"These days I travel solo in pursuit of my new hobby" She smiled, while Arcee was disgusted. By her words.

"I got a look at your Souvenir Case." Arcee spat in disgust.

"You mean my trophies." Airachnid corrected her. "I collect endangered species. Of course they aren't real in danger, until they meet me. And I have a slot reserve for a HUMAN." Airachnid smiled sadistically.

"Not gonna happen." Arcee quickly tackled Airachnid to the ground. Arcee was about to punch her but Airachnid used her spider limbs on her and pushed Arcee off of her with enough force to smash her back into the rock wall. As she got up, Arcee opened fire using both her blasters.

Airachnid jump up between two trees and used her web blaster. It wrap around Arcee's arms preventing her from usage. Arcee pulled with all her might to knock down Airachnid from the tree. She used that time to cut the webbing off of her by using her knee spike and resumed firing.

Airachnid started to return blaster fire on Arcee by using hers. Arcee dodge her blasts heading straight towards her. She jumped up in a tree and used to a branch to swing into another tree, she was right above her. She jumped down landing right on top of her with her foot on her chest. She pointed her blasters right at her, about to end her war nemesis once and for all. Arcee's nightmare was about to end.

...until a Blue Idiot and Human ruined it.

"WE'RE HERE TO SAVE YOU ARCEE!!!"

Both femmes looked behind them where the voice came from and saw rocks rolling down the hill. Arcee looked up to see Jack and Caboose sliding down the hill.

"Hold on for a second! We are almost there!" Caboose shouted

"Caboose slow down!" Jack said a gripped on Caboose as they slid down.

Airachnid took the opportunity to strike Arcee across the face with her limb as she sadistically smiled. Arcee stumbled back try to regain her composer. But Airachnid use her webs to pin her against the wall.

"Arcee!" Jack and Caboose called out.

She looked to see the two run at her. Airachnid turned around to sees the Vehicon and Human, and she gets ready to strike them. Arcee managed to use her wrist blade to cut her left arm free and fire a straight shot at her knocking her back and in between the Vehicon and the Human, until final coming to a stop, lying on her back, but that hit made her take a short time to repair herself, while Arcee was webbed.

"I told you to wait for me!" Arcee yelled. As the boys ran up to her.

"Well partners don't ditch partners" Jack argued trying to remove the webs with Caboose helping.

"And Best Friends don't leave Best Friends!" Caboose argued aswell.

"Get this through both of your heads, you're not my partner you're a liability" Arcee replied in frustration and looks at Caboose. "Caboose, for the last time I'm NOT your best friend! You're just a Vehicon! A Canon Fodder!"

Jack looked hurt by what Arcee said, but was shock on what she said to Caboose, though he can cannot tell from the mask blocking Caboose's face, but he tell that Caboose felt offended.

And for the first time in Jack and Arcee's life, the action Caboose did, they didn't expect Caboose would do...
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*SLAP*
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Caboose slapped her, as Arcee and Jack are shocked by his actions, even with his mask on they can tell that Caboose is glaring at her.

"I don't know what gotten to you, Arcee! You're afraid Arcee, I can see it in your eyes...or face, but you better figure out the difference between your enemies, and your friends!" Caboose reasoned. "...think that's how Wash said it..."

Unbeknownst to him, his words snapped Arcee out of her anger and back into another memory, but much more vivid.

~Flashback~

"You know, for an Autobot your resilience is quite impressive." Airachnid stated as she circled Arcee.

Arcee remained silent, in hopes that she would just leave.

"In fact, I'm guessing no matter what I do to you, you'll never crack. Am I right?" Airachnid smiled sadistically.

Arcee looked at her with anger.

"That's what I thought?

The doors opened to two Vehicons dragging in a heavily beaten and damaged Autobot that was all to familiar with Arcee.

"Tailgate?" Arcee whispered. Arcee first partner that she had grown on since the time she was partnered up with. She had consider him to be a great friend and ally during the war, and now she was afraid of what will happen to him
The drones chained him up, in the similar way Arcee was.

"What have you done to him?" Arcee asked in anger.

"Not much, yet." Airachnid smiled sadistically. "Just tell me what I want to know. Or, ell...You're a smart bot. I think you can imagine what happens to Tailgate next" Airachnid finished.

"I don't know the attack coordinates" Arcee quickly replied, hoping that they would by their bluff.

Airachnid didn't believe a single word, She walked off.

"I swear upon the Allspark it's the truth." she said trying to break free from her restraints.

"We shall see" Airachnid said as she walked up to Tailgate

"No... Please..." she begged as enerhon tears began to run from her optics. Arcee watched as Airachnid positioned her spider limb right in front of Tailgate. More Energon tears fell through as she watched as the sharp end of Airachnid limb pierced right through his frame, into his spark chamber, killing him as the energon blood sprayed the walls.

"TAILGATE" She screamed.

~Flashback~

Arcee snapped back into reality

"You're right Caboose I am afraid, of losing you!" Arcee said looking at him and looked at Jack. "Both of you!" She said with a sad expression. Caboose and Jack looked right back at her with worry.

"You sure have trouble holding onto your partners don't you." Airachnid said as she grabbed everyone's attention. She was now repaired and walking in her spider alt up to the group. "We both know what happened to Tailgate. But I've recently picked up some Decepticon radio chatter regarding the passing of CliffJumper" She smiled, she then turned her attention to Caboose.

"And this is a surprise... A Vehicon helping the Autobots, a triple changer too... interesting~"

Arcee showed only fear. She vented heavily in and out.

"At some point you really have to ask yourself Arcee, is it them, or is it me." She said smiling all innocently.

"I think she is crazy..." Caboose wishpered loudly to Arcee, but she ignored it.

"Do you get it now guys, she not interested in me she hunts indigenous species, and she's on earth...that means humans... you...RUN!" Arcee yelled as she got covered in more webbing.

Jack, ran as fast as he could back up the hill. Airachnid watch Jack run away and back up the hill, but she turned her attention to Caboose who was still standing there.

"HEY BIG MEAN SCARY LADY JERK FACE! WHY WON'T YOU PICK UP SOMEONE YOUR OWN SIZE!" Caboose shouts at her.

Airachnid smirks at this. "With pleasure~" She said as Caboose starts running in the other away, trying to get Airachnid to chase him. While Arcee watches in shock what Caboose is doing.

"CABOOSE! What are you doing!?" Arcee shouts in worry seeing the Blue Idiot trying to get her nemesis attention.

"I am Caboose! ARCEE'S BESTEST FRIEND!" Caboose calls out as he continues running.

Airachnid smirks grew wider and looks at Arcee, "And that's why I now prefer to work alone." She dug her spider limbs into the rock and held Arcee's chin with her single digit. "It's so sad when bad things happen to those close to you. But don't get me wrong. I fully intend to snuff out your spark, and believe me, I WILL make it hurt." She said facing Arcee upside.

"But that won't compare to the pain you'll feel knowing I'm adding your human... to my collection. But first...maybe I should snuff the spark of the Little Triple Changing Vehicon instead of your human pet, he will be the first Triple Changer to be apart of my collection, say goodbye for your... oh what did he call you? Best friend~?..." she smirked sadistically and turns around chases after Caboose.

"NOOOO!!!" Arcee yelled out as Energon tears begins to come out of her optics and she yells out.

"JACK! CABOOSE!!!"

~with Caboose~

"Running... Running... Running..." Caboose looks behind him and sees Airachnid coming over the hill, behind his tailpipe. He kept running for awhile, until he looks behind him to see Airachnid no where there and stop running, and he called out for her.

"Uh Hello? Mean Scary Spider Lady? Are you there?" Caboose said as he slowly started walking backwards and when he turned around he sees Airachnid, in front of his face hanging upside down.

"Hello Caboose~" She cooed.

Caboose screamed as he starts running again while Airachnid smirks and chases him in her spider alt mode.

~Back Arcee~

Arcee continued to struggle against the webbing, trying desperately to break free. She had to get free, she had to protect her partner and Caboose, or best friend. She had already been through too much for her to let Airachnid get her sick servos on them.

She let out frustrated yell as the memories returned once more.

Flashback

Arcee watched as her partner was killed by Airachnid's spider limb, she was frozen in fear not being able to move as tears rolled down her face. Airachnid slowly brought the blade to her face. Just when see thought it was over the doors blasted open, Airachnid knew rescue would come so, she made her escape. Bumblebee slide in a shot the drones dead, a red mech named CliffJumper came in and helped Arcee down from her cuffs both mech helped her walked out of the place..

"I couldn't save him, I couldn't save my partner." She said as the tears flow down her face again.

End of flashback

Energon tears continues to come out her optics, but soon a thought of Caboose being killed by Airachnid with his spark snuffed by her nemesis makes her look in horror and fear for the Blue Idiot's life.

"Guys I'm sorry, I never should have looked back, I should have- kept driving." She said regaining her courage she pushed against the web that she was trapped behind, when she go far enough she transformed into her bike and hit the accelerator hoping the force of the bike will break her free.

Eventually the webbing broke and Arcee drove as fast as she can

'I hope I can save them'

~with Caboose~

Caboose was running through the forest and hid behind a rock as Airachnid is looking for him.

"Caboose~ where did you go? Come out Caboose, all we wanna do is rip your spark!" Airachnid said sadistically as she looks off the Blue Idiot.

"Don't listen to them, it's a trick!" Caboose said whispered loudly, unfortunately Airachnid heard him.

"Found you!"

"Uh oh!"

Caboose ran again and hwhen he ran in between to trees that looked like an dead end.

"Uh oh..." Caboose said and quickly turned around to get out only to stop instantly stop dead in his tracks, Because Airachnid was standing right in front of him looking him dead in the optics smiling sadistically.

"Going somewhere" She said seductively.

"Um...no... I'm not going anywhere, I'm just um... playing a game! Yes! I'm playing a game... do you want to play?"

"You want to play game? Here's game... it's called, Kill the Little Vehicon" She said sadistically with her spider limbs ready to strike the Blue Idiot.

"Um that doesn't sound fun!" Caboose said as he starts walking back in fear until he hits the wall behind him stopping his advance.

As Airachnid was about strike when an explosion was hear all thought the forest they looked towards to sound which way coming from the entrance. Which means Jack had manage to blow up Airachnid ship.

"NO!" Airachnid yells out.

"FIREWORKS! THIS IS AWESOME!" Caboose said happily completely forgetting that Airachnid was still there.

Airachnid looks at Caboose with a angry expression which cuts Caboose's celebrations about the 'fireworks'.

"Oh...um...not my fault!" Caboose said, unfortunately Airachnid shot him with her web getting him pinned on the rock wall. As he struggles to get out.

"No matter, at least I get to snuff someone's spark, Arcee will lose another partner, or best friend in that matter." She smirked again, "I wonder how long it's going to take to make you scream." She leaned in close to his audio receptor. "Because nobody is coming to get you"

Caboose was silent before saying. "Okay..."

Airachnid then puts her spider limb close to his neck cables ready to slice his helm off.

"Get comfortable, you're going to be here for a while." She reaches out and grabs Caboose's mask, revealing his frighten face.

"Oh~" Airachnid cooed on what she's seeing and a small blush could be seen "Well aren't you good looking, too bad I have to to snuff your spark."

As Airachnid was about to deliver the final blow, ready to end the Caboose's life, a blue motorcycle came out of nowhere and tackled Airachnid. Caboose then see Arcee delivering punches and kicks to the Airachnid, finally knocking her down. She turns to Caboose.

"Caboose! Are you okay!?" She said with concern as she rips the webbing and she helps him up.

"Yes! I am! The scary spider lady was kinda nice and mean, like Tex!" Caboose said happily as Jack come up to them. They turned around to see Airachnid drilling at the ground making her escape

Arcee fires her blaster, but missed as Airachnid escaped.

"AIRACHNID" Arcee shouted down the hole. Arcee sighed "So much for closer" she said

"Now Airachnid stuck here on earth. I'm not sure that's such a good thing." Jack said look down at the hole.

"Yeah... she was very mean..." Caboose said as he walks behind them.

Arcee looks behind her and immediately she hugs Caboose in a tight hug, while Caboose and Jack are surprise by this action.

"I'm happy that you're alright." Arcee said with a few energon tears coming out.

"Yes! I'm alright!" Caboose hugs her back causing Arcee to blush, while Jack just smiled by this, after a few seconds they let go as Arcee requests for a Groundbridge.

"Ratchet requesting ground bridge," Arcee commed the Ratchet. "Need to get Caboose, and my partner away from any over-sized insects."

"Partner huh" Jack smiled

"Junior Partner. I can still pull rank." Arcee said.

"And Best Friends!" Caboose shouts out startling the two.

"Yes... We're Best Friends." Arcee smiled at him.

"YAY!" Caboose exclaims happily.

Caboose, Jack and Arcee looked at each other and smiled.

"Hey guys..." Caboose said gaining their attention, "...have you ever wondered why we're here?" Caboose asked.

Arcee and Jack look at each other before looking back Caboose wondering why he said that, which also got them think 'Why are they here'.

"Well Caboose, I guess it's one of life's greatest mysteries..." Arcee answered as she smiled at Caboose.

"Neat..."

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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.