So it's finally here. The explanation for BlackArachnia. It was edited by squeekafu (thanks so much!) Enjoy. :)

Disclaimer: Hasbro owns transformers

BlackArachnia's head was throbbing with pain, her optics picking up every bit of light as little needles, and her insides felt half cooked. Her throat and lungs were full of phlegm. She smelled burnt and had been running on nothing but rainwater and animal blood for days. And skimpy amounts at that! Her body was frail, her processor fuzzy and weak. She would surely die within another week in these conditions.

But, even with all of this, she felt a genuine sense of happiness and hope as she looked at the scene in front of her. A group of United States soldiers loading a tank onto one of their big carrier planes.

My ticket home... Well, my home on Earth…

Through a few days of careful observation, she'd found that this group was headed back to the U.S. in the morning. If she stowed away, she'd be that much closer to Detroit.

So behind a big overhang under a slope she hid herself, waiting for the humans to turn away from what they were doing long enough for her to slip over the fence and into to the plane. It would be cramped with the tank, but BlackArachnia didn't care. She'd be headed home.

And away from Waspinator…

For the past few months, Waspinator had been her plague. When he'd put himself back together in the jungle they'd landed in (after the big Trans-warp explosion), he'd demanded that she 'fix' him. Meaning change him back to his all bot form. BlackArachnia had told him she couldn't. It was impossible without her lab. But he'd taken that as she wouldn't do it. And it had sent him into a fury. He'd attacked her with kicks and punches, then electricity. It was surprisingly painful. Usually electric pulses would be pleasing, but the organic tissue mixed with her cybernetic parts protested. It was the most horrible pain she'd ever felt. Like being cooked from the inside out.

Somehow, she'd managed to get away from him but he had pursued her. Over the months he'd learned to control the powers the Trans-warp energy had bestowed upon him. He could warp pretty much wherever he wanted, and he seemed to always find her, no matter how well she covered her tracks. She didn't know if he got lucky, or if he had some premonition about where she would be. All she knew was that he was dangerous. He seemed intent on killing her, and she was very afraid of him.

But now I can get away from him. There's no way he can warp from one continent to another… yet…

As if her thoughts were his cue, the all too familiar blue light of transwarp energy glowed above the overhang. Soon Waspinator's shadow formed in front of her. He was standing right above her. BlackArachnia was instantly filled with dread. She flattened to the side of the overhang and hoped she hadn't been spotted. She tried to steady her rasping, and had to put her hand over her mouth and nose to hide the noise. She didn't dare clear her throat, even though the rasp was still slightly audible.

Waspinator's shadow was moving about above her, no doubt still searching. The horrible raspy sound coming from her chest seemed louder than ever. Waspinator stopped and tilted his head to one side. BlackArachnia stopped breathing altogether. Her heart/spark* pounded. She felt tears flowing from her optics.

Stupid organic infection!

The rasp, the tears, the need to breathe. She could no longer be as stealthy as she used to be.

The shadow disappeared, but BlackArachnia still held her breath. She was sure Waspinator was still near. She refused to move. If he caught her again, she'd surely die.

Her weakened body could no longer go without air. She tried to hold on just a bit longer, seeing the blue Trans-warp light beginning to form, but she couldn't do it. She inhaled a loud, raspy gasp and promptly clapped both hands over her mouth. Tears flowed freely now. Her body shook with fear.


"I've got you," Waspinator's voice carried a bloodthirsty smile in it.

BlackArachnia forced herself to stay calm. She tried to find any defiance she had left.

If I go out, I go out fighting!

She strengthened her resolve and stepped out from under the overhang. Waspinator glared at her. BlackArachnia shuddered at the hatred in his optics. Then she shook herself, causing her head to throb more, and told herself to stay strong.

"Spider Lady fix Waspinator now?" Waspinator asked menacingly.

"I told you already, I never will," BlackArachnia said firmly; her voice sounded like a frog.

Waspinator narrowed his optics and lunged at her. BlackArachnia stepped back into a fighting stance and, ignoring her body's protests, threw a punch at him as he got close enough. Waspinator grabbed her wrist, stopping the punch, and held it. She kicked him with the foot opposite that hand but it hurt her more than it did him. Her body was too weak. She wondered how Waspinator was still so strong.

He's got electricity flowing through him all the time, and he can warp wherever to get food.

That was most likely the reason. BlackArachnia narrowed her optics. She managed to yank her hand free. She flipped backward into a handstand (rather painfully) and grabbed Waspinator's head with her feet. She managed to throw him onto his back and stand up again. She panted heavily as she tried to regain her breath, but stood ready to defend herself. Waspinator got up quickly and flew at her. He punched her in the face and she landed on her back. She managed to lift her feet and spring up to kick him in the chest. He stumbled backwards but didn't fall. Losing strength, BlackArachnia found herself falling instead. Waspinator caught her and threw her onto her back. This time it knocked what little breath she had out of her.

She lay there gasping for air as Waspinator bombarded her with kicks, the force of each one causing her to roll across the ground. Each time she tried to get up, she exposed another spot for him to kick. She eventually gave that up and focused on trying to breathe. She ended up with a lot of dirt in her mouth instead of air. He stopped for a moment, finally needed to catch his breath, and BlackArachnia forced her aching body up. She tried to hit him but he caught her arms. She tried to pull away but this time he had a firmer grasp. She tried to sting him, to sap some of his energy to fuel her weak body, but his littler arms (the ones that were a byproduct of his transformation into a trans-organic) stopped her stingers, too.

BlackArachnia struggled to break free for a few moments, but it was futile. Waspinator's grip was to strong. He closed his hands tighter around her stingers and wrists, causing pain to flow up and down her body. The pain forced her to her knees, where Waspinator slammed his knee into her jaw twice. The first time he still held her, so she had to take the full force. She bit down a yelp of pain. The second time he let her go, so the force caused her to spin and fly backwards a bit. Warm streams of blood and some kind of oil mixed with her saliva in her mouth. She spat it out with disgust. She tried to get up, but just as she had risen onto her hands and knees, the familiar pain of electricity started in her back and flowed through her. She again bit down the sounds of her pain. She refused to give Waspinator the satisfaction of hearing her scream. So she just shook with pain and tried to cling to consciousness. The pain blocked out everything else, and it seemed to last forever.

When it finally passed, BlackArachnia couldn't hold herself up anymore. Her weak arms gave out and she fell. But instead of hitting the ground, she felt a hand around her neck and the next thing she knew she was in the air. The only thing supporting her was the hand that was tight around her throat, cutting off air. It was almost impossible to breathe now. She lifted her weak hands and tried to pull Waspinator's away, but her attempt was feeble at best. She realized her optics were closed. She opened them and found Waspinator's furious face close to hers.

He's so big…

She'd never noticed before, but he towered over her. He held her optics level with his, and still her feet couldn't find the ground.

She tried to struggle some more, but it seemed to only make Waspinator more angry.

"Spider Lady fix Waspinator now?" he asked again.

BlackArachnia shuddered at the crazed look in his optics. She steeled herself. She refused to let him break her.

"NO!" her voice came out surprisingly clear.

This time she couldn't contain the scream as it rose in her throat. The amount of electricity was just barely below enough to offline her, but most definitely enough to cause an immense amount of pain. And she was directly touching the source of the current.

As he zapped her, Waspinator closed his hand tighter around her neck, turning her scream to something deeper and guttural. She was sure she sounded like one of Megatron's torture victims. Now she understood why the walls to the torture chambers were soundproof. It was a horrible noise. It could drive any bot mad.

Don't say it… Don't say it…

BlackArachnia knew that she could just agree to help him and he would stop. The pain would stop. Tears welled in her eyes. She couldn't even think of how much she hated them because of the pain. So much pain…

She just had to agree to help. That was it. Four simple words. 'I will help you.'

No… don't say it… don't let him break you…

She refused to let him get the better of her. Especially after the way he had treated her.

Waspinator let out his insane laugh.

"Spider Lady should have feared Waspinator from the start! Now Spider Lady does! Now Spider Lady wishes she had fixed Waspinator!" he shouted angrily.

BlackArachnia looked Waspinator straight in the optics and found her courage.

"NO!" her voice sounded terrible, "I… am… not… afraid of… YOU!"

She glared at Waspinator, hatred coursing through her body with the electricity. She'd wasted what little breath she'd had, but she was glad. She didn't mind those being her last words.

Waspinator increased the amount of electricity. BlackArachnia's throat burned with a scream, but not a single sound came out. She felt as though her body was being melted form the inside out. She felt fuses bursting, wires overloading and snapping, and organic tissue shriveling. She felt unconsciousness tugging at the back of her head. Her vision blurred and she couldn't see out of two of her optics. Her body was deteriorating rapidly.

Suddenly, Waspinator stopped everything. He loosened his grip and allowed her to breathe. He pulled her closer and glared into her optics. BlackArachnia felt nothing but hatred for him. She hoped, as she started slipping away, that her hatred and defiance showed in her two remaining optics.

"Spider Lady still doesn't fear Waspinator?" there was a hint of surprise in his voice.

He put a hand on his chin and looked thoughtful for a moment. He still held her neck. Then his optics glowed.

"Waspinator know who you do fear! Waspinator know who all Decepticons fear! Waspinator will get him to make Spider Lady fix Waspinator!"

He let out another crazy laugh, dropped BlackArachnia carelessly, and warped away.

Slightly relieved and slightly confused, BlackArachnia lay in the sand hopelessly.

This is where I'm going to die…

Then, as her mind had made a habit of doing recently, she thought of one bot. Optimus Prime. The bot who seemed destined to be in her life. Before this whole Waspinator mess, he could always be counted on to rescue her from trouble, even if she didn't want it. Except for one crucial time, he had always been there for her. And now she missed him. She missed him more than she missed being all bot.

It was a strange thing, since she'd told herself it would be a while before she ever trusted him again, but she wished he was here to save her now. Or at least to be with her while she died. She wanted to hold his hand and speak to him. She had no clue as to what she would say, but she knew she wanted to hear his voice one more time. Because despite the fact she had been trying to trick him all those months ago, after he'd saved her from Meltdown, by telling him she still had feelings for him, she really did feel that way. She loved him. And as much as she tried to shake it, to put it behind her, to hate him for what he did to her, she just couldn't. And she longed for his company. But it was all just a dream now. An unattainable dream…


Some little voice from the back of her head had managed to escape the claws of unconsciousness and call out. The word echoed in her head. Then BlackArachnia realized something. Something very important. As she lay in the sand, life slowly and painfully draining from her body with the residual electric current, she let the realization sink in and give her hope.

She was not ready to die.

*heart/spark- half spark, half heart. I'm not sure how BlackArachnia's mutation affected her spark, but I think it might be something like that.