Disclaimer: I do not own Transformers Prime nor anything else for that matter.

The concept for this idea came to me after re-watching the episode "Crisscross". I asked myself the question; what would've happened if Arcee hadn't woken up when she did? This essentially means that, even though there will be key differences, my story will still mainly follow the shows continuity, for the most part. I've planned a few major deviations, like more MECH/Silas involvement and of course a lot more Airachnid. The third season itself will be extended with an entirely new side plot and I even plan to include a revamped storyline of the Transformers Prime video game. One of the biggest changes is the death of a minor character in this chapter.

Though this story is rated T, the description of June's death is graphic. If this bothers you in any way, please feel free to skip it.

Chapter 1: The Fall

"Mom, I'm sorry." Jack gasped weakly as he tried once again to free his hand from Airachnid's webbing. He lowered his head and scrunched up his eyes, trying his hardest not to cry. Even if he did manage to free himself somehow, Airachnid would stop him long before he could get close to his mother. Their only chance at making it out of this alive was if somebody saved them, but even that looked to be impossible.

MECH had Arcee somewhere back in that warehouse, likely still unconscious and tied up. And though he'd managed to alert Agent Fowler, the man had reported to being fifteen minutes away and Jack had no clear grasp on time at the moment. Everything felt like it was either passing too quickly or too slowly. 'Arcee, Agent Fowler, please hurry!'

"No!" Jack's head immediately shot up at his mother's anguished yell. His eyes widened as he saw Airachnid grab her throat, the Con's sharp claws hovering hungrily over her pale skin. Desperate, he stabbed the end of the metal pole he'd been using to pry his hand free into a puddle of Airachnid's still melting acidic spit. Once the bottom of it was heavily coated, steam hissing and rising into the air, he quickly jabbed it at the webbing holding him down. Jack let out a grunt of pain as he felt the burning acid bite into his flesh, but he clenched his jaw and bore through it.

All the while he could hear his mom's growing protests; the hitches in her breathing that were growing louder as she held back the screams she no doubt wanted to unleash.

Too soon and yet not quickly enough, Jack felt the webbing loosen and immediately tugged his hand free with a victorious shout. Not wasting a second, he pushed himself up onto his feet, determined to save his mother. After only a handful of stumbling steps, he froze at the sight that greeted him, one that would haunt his dreams for the rest of his life.

Airachnid was staring at him avidly, trails of acid dripping from her chin, a clawed finger dragging lazily across his mom's cheek, leaving behind a crooked line of blood. Jack felt his heart plummet as her eyes landed on him, raw tears spilling down her face. He wanted to say that everything was going to be alright, that they were going to be saved, but the lump that suddenly formed in his throat left him too choked up to speak.

"Well now, I think it's time we end this little game. Wouldn't you agree, Jack?" Airachnid said sinisterly as she caressed his mother's face with the back of her hand.

"Jack!" His legs shook uncontrollably at his mom's hoarse scream, his breaths quickening as his hands trembled at his sides. He'd never felt so scared before and Jack wished more than anything that he could be somewhere else at that moment.

He wanted to be home, being yelled at for missing curfew again. He wanted to be at the dinner table, forcing down another meal of organic tofu under his mom's watchful gaze. He wanted back the lazy Saturday mornings of watching cartoons, his mother's voice coming from the other room, telling him not to sit too close to the screen. He wanted back the too few days spent at the local playground, where she had pushed the back of his swing, her laughter filling the air at his demands to go higher. He wanted this to be a bad dream, to be woken up with her gently rubbing his back, her soft warm voice telling him it wasn't real.

But this was real, a horrible living nightmare that he couldn't wake up from.

Jack dropped to his knees, unsure if his legs had just given out or if he'd meant for them to cave. It didn't matter anyway. Begging wasn't something he considered below him, not when his mother's life was on the line. If he could appeal to Airachnid's sadistic nature, then maybe he could buy more time for Arcee to show up. His hunch seemed to pay off as Airachnid's violet eyes seemed to gleam a bit brighter, her mouth stretching into a vile smile as she watched him gleefully.

"Please, don't hurt her! She has nothing to do with this! I was the one who blew up your ship! Let her go and you can have me! I-I won't fight you, I'll do whatever you want!" Jack shouted, his voice breaking at the end of his sentence. Airachnid tilted her head in mock thought, her face showing nothing but amusement.

"As tempting as that offer is Jack, I'm going to have to say no deal." She replied calmly, her claw returning to its position back on his mom's cheek, retracing the cut she'd made. He flinched as his mother let out a loud sob. "You see, you made a fool out of me during our last encounter and this is my revenge against you." Her smirk gave way to a glare. "And after I break you, I'm going to kill you in front of Arcee, slowly, painfully." She paused before shrugging her shoulders. "Well, if MECH kept their end of the deal and she's still alive, that is." She turned her attention back to his mom and gave a victorious laugh. "Say goodbye, Jack!" With that Airachnid released a mouthful of acid onto the webbing that held his mom in place, simultaneously leaping into the darkness and out of his sight.

The hiss of melting webbing blared through the air and Jack raced forwards, getting as close to the edge as possible as he slid downwards in one clumsy motion, while his left hand grabbed a nearby bar to anchor him to the walkway. He reached downwards just as the webbing snapped, the small distance between his fingers and the white threading was mere inches before the gap widened instantly. His breath caught, the upper half of his torso hanging dangerously past the steel crating, his right arm hopelessly stretching out for her.

"Mom!" He yelled, eyes widening in horror.

Too fast and too slow. Jack could only watch as his mother fell, screaming his name all the way down. He tried to make eye contact one last time before he saw her smash into the hard, unforgiving earth. In the future, he would always wonder if he'd simply imagined her tearstained face looking back just for a split second.

There was a loud splat-like noise, mom's screams came to an abrupt stop, and everything became unnaturally silent.

It was with a slow set of blinks that his mind began to register the scene below him. He could easily make out the sickly white of Airachnid's webbing as it practically glowed silver in the moon's light. The cocoon she'd been wrapped in had stayed together for the most part, but she was too far away to see much besides the growing puddle of red.

Jack looked up only when he heard the distant sound of a helicopter blades chopping through the air. 'Agent Fowler must be here.' He realized after a moment, spotting three rapidly approaching black aircrafts in the sky. It didn't matter anymore though; they were too late to save mom. A chuckle from behind him made Jack go still. He turned around slowly, eyes locking onto Airachnid. Her smile, fanged and twisted as it was, paled in comparison to the hungry look in her malicious magenta eyes. It was almost as if she were waiting for his reaction, savoring the moment.

Jack's head pounded painfully, his jaw ached from how hard he was gritting his teeth, and his body shook not with fear, but with something he'd never really felt until now. He'd been angry before, but never this intensely. It was strangely empowering, giving him the strength to glower up at the monster that by all rights should have him cowering. His right hand, the one that hadn't been able to reach his mom in time, clenched into a fist, and he hissed in pain as the acidic wound seemed to burn into him even worse than before. He didn't even spare the glowing gash a glance.

For first time in his life, Jack wished for the ability to truly hurt someone. 'No, hurting her isn't good enough. She deserves worse.' He wanted to make her bleed, scream, cry, and beg. To make her feel as hopeless and as terrified as his mother must have felt.

He wanted her dead.

Airachnid opened her mouth, his entire body tensed in preparation for whatever cutting remarks she had planned, when she was suddenly hit by an uppercut that threw her off the walkway. Jack visibly paused in confusion, feeling as if his whole world had been turned on its axis as the target of his rage vanished from view. A flash of cobalt blue caught his eye as Arcee's nimble form leapt after the fallen spider-bot. Much as he wanted to see his partner tear the Con apart, he didn't watch the Cybertronians fight, but instead turned his attention to the ladder at the end of the walkway.

He needed to see his mom. Maybe she was still–

Too quickly and yet not soon enough, he reached the ground and took rushed, unsteady steps towards her, eyes stuck on the cocoon. Jack stopped once he reached the large pool of blood, dread sinking into his stomach at seeing just how much there was. The overpowering smell was so thick that it left a coppery aftertaste in his mouth, only adding to his growing nausea.

Walking around the webbing, he collapsed to his knees for a second time at seeing what Airachnid had done. The back of his mom's head was smashed open. Bloody bone fragments, and what could only be brain matter, were painted across the concrete in a spray of gore. Born from a desperate sense of denial and hope, Jack tentatively pressed his shaking fingers against her twisted neck. A sinking, all-consuming wave of grief flooded his mind as he felt no pulse underneath her blood-soaked skin.

Devastated, Jack could only sit beside his mother, oblivious to the warm blood he was drenching himself in.

He lost track of everything after that. The muted sounds of helicopter blades, gunfire, and yells were background noise to him. His vision was fuzzy at the edges, barely leaving him able to stare unblinkingly at the morbid display in front of him. His thoughts were blessedly blank, devoid of turmoil. However, his body felt like a myriad of contradictions; stiff and limp, warm but cold, pained yet numb.

"Jack! Jack, where are you?!" Arcee's panicked shouts were what pulled him out of his daze, making him aware of the tremors wracking his body. He didn't respond, not because he didn't want to, but because his throat felt too clogged up to even muster a sound. He was suddenly very thankful for the ability to close his eyes, because it was likely the only thing preventing him from crying.

Jack took a deep breath, which was shuddery and weak. 'Not here, I can't breakdown here.' He told himself before taking another breath, this one being a bit stronger than the first. He kept repeating the motion until the ache in his chest eased up a little. No matter how much he tried though, he couldn't stop the shaking.

"Sweet lady liberty! Jack…? Is that–" He heard Agent Fowler gasp from behind him and mustered a rigid nod in response, not daring to open his mouth just yet. Fowler sounded speechless, a rarity if Jack ever saw one. Even when he was facing alien robots that stood at thirty feet tall, Fowler had never run out of things to say. Now the agent seemed lost, unable to do anything besides guiding Jack away from his mother, and keeping a stiff hand on his still shivering shoulder that felt more awkward than comforting.

Fowler did recover his demeanor after a few minutes though, where he spoke in short, and likely rehearsed, sentences. They were hollow reassurances, the kind Jack had heard a thousand times before in movies or on TV. "We'll get the ones responsible for this, I promise." and, "Everything will be okay." or Jack's favorite, "It wasn't your fault, son." He said nothing in response, not even reacting as the man wrapped a thick blanket around his shoulders. When Fowler turned to a nearby soldier, muttering that he was in shock, Jack just blinked, thinking that he was probably right. Fortunately for Fowler, his trance was broken by the roar of Arcee's engine. The teenager lifted his head, turning to see the cobalt Autobot driving towards them.

"Jack! Thank the All-Spark! I thought that Airachnid– She said that she–" Whatever Airachnid had said would likely forever stay a mystery to Jack as Arcee cut herself off, and quickly pulled him into a tight embrace. He was too surprised to react at first. Arcee wasn't a touchy-feely kind of Bot, not like Bulkhead and Bumblebee who doted on Miko and Raf. She preferred to keep her distance, and whether that was because of her past or not, Jack had respected those boundaries. As such, it took him a moment to return the hug, flinching slightly when he felt pain radiate from his hand, traveling up his arm.

Over Arcee's shoulder, he stared down at his partially melted flesh as the remains of Airachnid's acid dissolved deeper into the wound. Jack briefly wondered if the acid was spreading, but found that he really didn't care if it was. It was only once Arcee pulled away from him, gently putting him back on the ground, that she finally noticed the blood on the legs of his pants, sleeves, and hands. Her eyes widened, her face twisting into an expression of horror before shutting her eyes. He watched as she tilted her head back, clearly spotting his mother.

"…Is that your mom?" She asked in a hoarse whisper. Jack tried to look past her, but Arcee instantly shifted, leaning over him as if she were protecting him from the sight. "No Jack, don't look." Again, she spoke in a low tone, her voice shuddering a little. She must have realized that he'd already seen his mom though, so he didn't understand the gesture. Still, he turned to stare up at her instead, quickly finding that the edges and curves to her body were becoming blurry to his eyes.

"Yeah. It was Airachnid. She– Mom–" He began in clipped, whispered sentences before stopping abruptly, trembling even harder as Arcee pulled him into another hug. "She k-killed her, Arcee."

His mom was dead. Her warm hugs, the way she'd place her hands on her hips when she was upset with him, how she'd smile and say how proud she was of him when he came home with good grades; hearing her say I love you– He'd never have that again. Jack blinked his burning eyes rapidly to keep the tears at bay, and just barely succeeding. Her last words, her screams for him, echoed in Jack's ears. A curdling sensation grew in the pit of his stomach, eating away at something inside of him. He bit the inside of his cheek to keep from sobbing, and instead buried his face into Arcee's neck, the metal plating oddly warm against his cold skin.

"…Did Airachnid get away?" He managed to ask after a few minutes, and Arcee stiffened, which was answer enough.

"It's okay, partner. It'll be okay." She said instead, her arms tightening around him.

But it wasn't okay, he wanted to argue. His mom was dead.

"Let's move it men. We need to be gone before any of the Fowler's lackeys, or more Transformers, show up." Silas ordered as he moved to the military-grade helicopter at the edge of the construction site that was waiting for him. Two soldiers marched on either side, their rifles at the ready as they scanned over the area. He paid them little attention, knowing that they still had a little time before anyone came after them.

Civilians were always the first priority.

The image of Jack Darby came to him, envisioning the moment the boy must have taken his radio without him noticing. He still couldn't believe that he'd been outmaneuvered by a teenager. And while a part of him hated to admit it, Silas was a in fact somewhat impressed with Jack's cleverness. The boy had managed to escape Airachnid's wrath, which was a remarkable feat considering the odds of his survival. Despite how things turned out, a smirk made its way onto Silas's scarred face. Yes, he was resourceful, the man would give Jack that much, but the boy had still lost his mother in the end.

MECH wasn't an innocent organization by any means. They've had to get rid of many people in the past, innocent or otherwise, but they had been killed in the name of their cause. June Darby's death had been the sole result of petty vengeance brought about by the actions of a mere child. It wasn't MECH's style, but Silas admittedly found himself to be indifferent to the situation all in all. Rather he commended Airachnid for how painful and decisive her ploy had been.

Besides, tonight hadn't been a total loss for MECH. They'd been able to open up the Transformer's chest cavity and had analyzed Arcee's 'heart'. A fascinating discovery, really. Silas had openly stared at it in awe. Wires and cables had surrounded it, a glowing light blue orb about the size of a basketball, pulsing with life and energy. It was thanks to Airachnid that they'd also gained a firsthand look at how the aliens were able to transform into vehicles and aircrafts.

However, with the new knowledge they'd gathered, Silas realized that he had grossly underestimated the Transformers. They were far more complicated than he'd originally given them credit for. What he had first believed to be incredibly advanced machinery, he now saw that they were dealing with so much more. Despite their robotic appearance, the Transformers were not so different from humans.

It was a bit satisfying, in his opinion, to know that even these metallic titans were not that far beyond his grasp. It did, however, mean that his previous plans needed to be revised. Before he had meant to build his own Transformer, but now he understood that he could never duplicate or recreate anything that matched a Transformer's heart. Not if he wanted a true warrior instead of an empty shell.

Silas shook his head, dismissing those thoughts for now as he climbed into the helicopter and signaled for the pilot to take off.

He needed more information and the only way to do that was to get his hands on another Transformer. He knew it was going to have to be someone that neither Autobot nor Decepticon would miss. He narrowed his eyes in thought. Perhaps one of the duplicated grunts that Decepticons seemed to have no end of…

The leader of MECH glanced out the window, where a flash of blue caught his eye. The Autobot Arcee was crouched protectively next to Jack, who appeared to be staring back at him. Even with the distance, he could see the blood that covered the boy, his dead mother still trapped in Airachnid's cocoon some few yards behind them. Silas had little doubt that he had made an enemy in Jack Darby today, and as amusing as that thought was, he was also a little intrigued. Jack had shown great promise, and with the boy's connection to the Autobots, the man couldn't help but think that the teenager could prove to be very useful in the future.

"I want a full report on Darby, his family, and any other information that can be gathered on him." Silas said to the MECH soldiers in the copter. He received a chorus of "yes sir" and smirked as ideas began to take shape in his mind.

Jack glared after MECH's retreating helicopter, anger swelling up as the man responsible for kidnapping his mother in the first place escaped. A series of noises nearby caught his attention and he turned around to see his mom, still trapped in Arachnid's webbing, being transferred into a large body bag by some soldiers. Jack could only watch them mutely, unintentionally catching the eye one of the men, who grimaced and instantly lowered his gaze.

"We can't get her out of this stuff." The man offered weakly. "We tried cutting it, but–" The soldier stopped abruptly and bent down to help lift the body bag up.

"...What now, Arcee?" Jack asked tonelessly, as he stared after the soldiers. The shock that Fowler had mentioned had yet to fully fade, leaving Jack feeling a bit blank. It was a small reprieve that he was thankful for, as it had helped him recover his composure, stopping the tears before they could fall. He would grieve later, but right now he just wanted the numbness that seemed to stop him from feeling anything. A stabbing pain in his hand reminded him that he wasn't completely numb, but he welcomed this physical pain over the emotional kind. It hurt a lot less in his opinion.

Arcee sighed from beside him, a habit she'd once complained she'd picked up from Ratchet, and he vaguely wondered if she'd ever been in this type of situation before. There were no Autobots involved, but rather a human victim who hadn't been able to fight back. Was this just a casualty of war? Would there be more? The very idea caused a surge of wild panic to spring up in his chest.

'What if it was Raf or Miko next time?' Jack did his hardest to push that thought away, reassuring himself that the Bots wouldn't let that happen and didn't allow himself to think that they hadn't been much help this time. Thankfully Arcee spoke, reclaiming his attention before anymore doubts could grow.

"I'm so sorry, Jack. Had I gotten here sooner, I could have…" She trailed off bitterly, glaring at the ground. Normally he would've tried to comfort her, but the soldiers were placing the body bag it into an ambulance that had somehow arrived without him noticing. A ridiculous thought hit him, and Jack wondered if the ambulance was actually Ratchet in disguise, before he shook his head tiredly.

"...It wasn't your fault Arcee." He muttered back after a minute, shoulders slumping. "It was Airachnid's and MECH's." 'And mine.' Jack added quietly to himself. 'I should've caught her; my hand was inches away. I should've gotten there sooner. I should've–' "They were prepared for us. We're lucky to be alive." He continued lowly, his throat feeling painfully scratchy and dry. He finally looked up at Arcee, seeing that his reassurances had worked about as well as Fowler's had on him.

"Lucky? It's only thanks to your quick thinking that we're here, Jack." The agent announced in a subdued tone as he walked towards them. The older man sighed as he placed another stiff hand on his shoulder. The gesture was not unappreciated, but Jack still wanted to shake him off. He didn't want to be touched right now, not by Fowler, not by Arcee, not by anyone. "Listen to me son, the government will take care of the expenses for her funeral, but we can't give out the true reason for her death. Prime and his men–"

"I know, I know, they don't exist." Jack interrupted tiredly as he gave into temptation and shrugged Fowler's hand off. That phrase had never sat well with the teen. Those words had first been spoken to him as a threat by Arcee and he'd later used them on her before leaving the Bots. Now they just left a sour taste in his mouth, because it meant that the way his mom died didn't exist. The sentiment felt strangely upsetting, as if he were being denied something important.

"Do you have any next of kin I can call for you?" Fowler asked, his voice coming out low and full of sympathy. It was such an odd tone to hear coming from the man, since he'd always spoken in an irritated or bold manner in the past. Jack wearily shook his head and looked up at the stars.

"No, it's always been just mom and me. Dad died when I was six and I don't know if he had any family, but mom was an orphan. We were all we had." They stood in silence for a few minutes before Jack noticed a small blue light coming out of a small hole at the bottom of Arcee's chest. "Arcee, your chest is glowing." He muttered flatly, eyes focusing on the small flash of light. The Autobot looked down and quickly covered the open piece of armor with her left hand.

"Silas opened up my chassis while I was out, but my system scans say that my spark is undamaged." She spoke quietly, focusing on a point just the left of him. Jack didn't ask that she look at him, he couldn't bring himself to meet her gaze either.

"Spark?" He repeated tiredly, his sights once again drifting towards the ambulance parked not too far away. Was it ironic for that the emergency vehicle belonged to the hospital his mom worked?

"It's... sort of like our heart." She replied slowly, her voice coming out ever softer than before, and Jack quickly whirled back to her in worry. Her stare was still trained to the side of him though.

"Wait, what?! You're sure you're okay, right? They didn't do anything to your spark?" He asked frantically, concern and panic bleeding into his words. 'I just lost mom, I can't lose anybody else!'

"I'm fine." She answered shortly before turning to Fowler. "I'm going to take Jack back to the base." Although Jack was a little annoyed with how Arcee brushed him off, her casualness about her situation eased his worries greatly. The sudden alarm he'd felt faded and was again, thankfully, replaced with that earlier numbness. Fowler rubbed his eyes, looking every bit his age as he turned away from them.

"At this point of time, I think that's for the best. Since MECH knows where he lives, the base will be the safest place for him." He sighed heavily. "However, there are other issues that'll need to be addressed soon. I'll stop by tomorrow to go over them with you son." He patted Jack's shoulder one last time before he moved away to talk to a few of his men. The tired teenager grimaced, a sense of hopelessness swallowing as he realized what the agent meant.

Social services. It wasn't even something he wanted to think about at the moment.

"What did he mean? What issues need to be addressed?" Arcee asked suspiciously as she transformed into her motorcycle form. Jack simply shrugged as he got on, too rung out to explain. She and the others would probably find out tomorrow anyways. Jack looked back just in time to see the ambulance disappear from his line of sight, destined for the hospital his mother used to work at.

"I'm so sorry, mom." He whispered as he put on the helmet that she'd demanded he wear whenever he rode Arcee.

"Ratchet, I need a Groundbridge at my location." Arcee stated solemnly.

"Opening Groundbridge. Is everything alright Arcee? My scanners show that you're not at Jack's house." The teenager barely heard Ratchet ask over the comlink.

"I'll tell you when we're back on base. Gather everyone, even the kids." She replied as her engine came to life with a gentle purr and he leaned down, loosely grabbing her handle bars as his chest pressed down against her frame almost uncomfortably. The hum of her engine was soothing though, calming even, and Jack suddenly wished that he could stay like this forever.

"Wake the children, at this time of the night? It's nearly midnight Arcee." Ratchet responded with his usual grouchiness. "And did you say we? Why is Jack with you?"

"Look it's important, so just do it!" She snapped back. He heard the medic huff in reply before the Groundbridge appeared in front of them. Arcee drove in at slow speed, and yet, as Jack glanced backwards, catching a glimpse of blood staining the ground, he felt as if they were moving much too quickly.

Optimus Prime, who'd been reviewing the latest strategies to be implemented against the Decepticons in the next battle, stood at attention near the terminal. He had overheard Arcee's request for a Groundbridge and could tell from her tone that something was not right. Silently, he watched as his second-in-command pulled in, confused as to why her human charge was with her. He was aware that children were all to be home at a certain time, with Jack's curfew being the latest as he was the eldest. Focusing on the human youth, his optics widened in alarm as he saw the state of their oldest charge.

"By the All-Spark, what happened?" Ratchet demanded as he rushed forwards, scans already activated. Arcee transformed, quickly stepping into the medic's way, while Jack took purchase behind her, removing his helmet and staring down at the ground. Optimus followed his gaze, spotting something marring the floor just in front of the boy, which turned out to be a set of small, misshapen, red footprints. "Really Arcee, I need to scan Jack for injuries. Just look at him!" Ratchet growled before sighing in frustration, a human trait that he had long since embraced, when the smaller Autobot refused to move. Arcee made to respond, but it was Jack who spoke up first.

"I'm fine, Ratchet. This isn't my blood, I wasn't the one–" He stopped abruptly, inhalation hitching in obvious distress as his gaze dropped towards the floor again. Arcee stilled before stepping away from Jack, wrapping her arms around herself as she too stared at the ground. Optimus shifted slightly, the only outward sign of his building unease. He had not witnessed Arcee react in such a manner since the news of Cliffjumper's demise. He stepped forward, past Ratchet who had only grown more agitated at the pair's silence, and knelt down in front of Jack.

"Whose blood is it, Jack?" He asked somberly, glancing briefly at Arcee as she turned away, visibly ashamed. His optics lingered on the small patches of blood that marred different parts of her armor. Jack looked up and Optimus saw the pained expression in his wet, blue eyes. The Prime knew that countenance all too well, the toll and devastation of losing a loved one due to the tragedies of the war. He had just never expected to see such emotions on the face of one of their charges.

"My mom's, Airachnid k-killed her." Jack answered in a raspy voice. The boy quickly lowered his head again, shoulders shaking slightly. Optimus shuttered his optics and tried to keep a clear processor, but it was difficult with all the guilt and anger that suddenly consumed his spark. He heard Ratchet gasp from behind him, but didn't turn to look at his old friend. Instead he leaned down even closer to young human, stopping when he was a human's arm length away. He did not wish to tower over the grieving child at this moment. Jack hesitantly returned his gaze, his demeanor well beyond the point of exhaustion.

"Jack, there is no apology that I could give you that would convey my remorse." He began, hearing Ratchet move towards the terminal. "We have failed you and your mother–" He paused, studying the boy intently, and for the first time in centuries, the Prime felt unsure. Jack was not a soldier. He knew how to console his men, but he had never before expressed his condolences in a situation like this. "I know that there is nothing that I can offer to will make up for your loss, but–" Optimus fell silent as the Groundbridge activated, allowing the others passage into the base.

"Optimus…" Jack uttered, his voice barely audible to his receptors over Bulkhead's revving engine. "I-I don't blame you or any of the Autobots for what happened to my mom. That was Airachnid's fault, MECH's... and m-mine." The Prime studied the boy, frowning in disagreement. He could distantly hear Arcee and Ratchet beginning to explain the situation to Bulkhead, Bumblebee, Miko, and Rafael. "I knew that hanging around with you guys would be dangerous, but I... couldn't resist being a part of something so amazing. My decision to stay, my involvement, this– t-this is my fault." Jack continued, sounding more like a weary veteran than a child. It made Optimus feel their failure even more keenly. "Airachnid k-killed mom and MECH were the ones that kidnapped her, but it was my connection with all of you that led to this. Maybe if I hadn't blown up Airachnid's ship– If I had just gotten there sooner–"

"Jack, you are not to blame for you mother's passing." He interrupted firmly, gently placing a digit under the boy's chin to make him look up. "It was our duty to guard you and your mother. We are the ones who failed." The youth shook his head and turned to Rafael and Miko before the Prime could continue. Optimus took a few steps back as he watched the children interact. Miko was noticeably distressed and Rafael was crying.

Optimus remembered the first time he'd witnessed that particular human phenomenon; it had only been a week after they'd met the children. Rafael had fallen down the last few steps of the staircase, scrapping his elbow as a result. The boy's fall and subsequent shout had immediately drawn everyone's attention, where they had received their first sight of human tears and blood.

Ratchet, with his severely limited knowledge of human biology and medicine, could only watch in a rare moment of helplessness. Bumblebee had been worse, voicing his distress as he anxiously hovered over his charge, afraid to touch him in case he just caused more harm. It had been Jack who'd taken control of the situation. He had calmed Rafael down in a matter of moments, and cleaned the wound while simultaneously explaining to them that a human's life blood was red. And that leaking from the eyes was a common response for when a human was injured, upset, or frightened.

Rafael ran to Jack, wrapping his arms around the older boy and burying his face into his gray shirt. Heavy sobs came from their youngest charge and Jack was quick to comfort him, whispering gentle words as he patted the boy's back. Miko approached the two at a slower pace, downcast and lacking her usual bravado. Jack looked up from Rafael, his eyes noticeable dry in comparison to his friends, and held out an arm for her. To most of the Autobots' surprise, Miko burst into tears and copied young Rafael as she ran over to quickly embrace Jack as well.

Bumblebee shifted nervously from behind the humans, with Bulkhead behaving in a similar manner. Understandable as neither had ever seen their charges in such a state. Turning to Ratchet, Optimus saw that his old friend was now standing idle by the terminal, visibly uncertain of how to handle the situation. Optics moving to the corner of the room, he frowned as he spotted Arcee hunched over by the medical bay, leaning against the crates and pointedly looking away from their grieving charges. Jack's voice steadily grew as he comforted the other children, his words echoing in the silence that had descended upon Omega Outpost One.

"It's okay guys. Everything will be okay." Optimus bowed his helm sadly, feeling the Matrix of Leadership pulsing in his chassis heavily.

Jack sighed as he watched the blood-stained water go down the drain. He was back at home, having realized earlier that he needed a shower and a change of clothes. Ratchet had opened up a Groundbridge in the garage so that he could avoid running into anyone. Not that Jack expected to meet any curious neighbors at one in the morning. But after what MECH had done, Optimus wasn't taking any chances. The Prime himself was currently parked along the street outside his house, standing guard. Arcee had wanted to come too, but she was currently in Ratchet's med bay being checked over.

Jack had still been trying to calm Raf down when he'd head Optimus ask Arcee what happened. He'd listened to her with half an ear, only interrupting when she'd tried to skip over what MECH had done to her. Still a little concerned for his partner, Jack had told Ratchet about how MECH had managed to get a look at her spark, which had greatly alarmed the Autobots. Arcee had tried to brush it off like usual, but finally had to submit after Optimus ordered for her to let Ratchet run a diagnostic scan.

Miko and Raf had returned to their homes a few minutes before he'd left, both still looking very upset. Raf seemed to be taking it the worst as he had cried himself into an exhausted sleep and Miko, after her initial breakdown, had become painfully silent. Before leaving, Bulkhead had offered his sympathies, which were short heartfelt words, while Bumblebee beeped at him with a soothing tone that he couldn't understand, but Jack had appreciated it all the same. Left in the base with Optimus standing over him and Arcee being scanned in the corner by Ratchet, he'd quietly pointed out the need to get clean.

Absentmindedly, Jack scratched at the hand that had been partially melted by Airachnid's acid, pausing as he noticed that the wound had sealed over, not even leaving a scar behind. He carefully looked his hand over intently, and for a second, he felt a bit of uneasiness fill the back of his mind. He was too tired to hang onto the feeling though, too tired to care, and much too tired to question why the injury was now healed. He brushed the whole thing aside and shut off the shower, leaning against the wall for a long moment before grabbing a towel.

His house felt very empty and he had never been so aware of the silence before.

Glancing at the bathroom mirror, Jack stumbled back in shock when he saw his eyes flash a bright glowing green. The same kind of color that matched Airachnid's acid. Nearly tripping over the toilet, he caught himself and shook his head before straightening to look back at the mirror. Wide bloodshot blue eyes stared back at him. 'I'm tired. I'm just seeing things.' He reassured himself as his heartrate slowed, leaving him even more exhausted.

Passing off the moment as sleep deprivation, Jack put on clean clothes, pulled a duffle bag out from underneath his bed, and started rooting around his drawers for clothes to pack. A part of him just wanted to lie down, to fall asleep and wake up tomorrow morning and find that this had all been a bad dream. Instead he forced himself to keep moving, never slowing down as his mind constantly pointed out that Optimus was outside waiting for him. Jack packed only the necessities, leaving behind books and the few handheld games he owned.

He paused in the doorway of his bedroom, stared at it for a long moment, and wondered if this would be the last time he'd see it.

Entering in the hallway, Jack hesitated before heading to the open doorway across from his. With heavy steps, he walked into his mom's bedroom, which wasn't much bigger than his own. A queen-sized bed took up most of the space, with two matching nightstands on each side. The one on the right was empty and had been for years. On the left, there was a pair of well-used reading glasses, an empty glass, and an old picture frame. Jack approached the bed, barely able to remember the few times when he was little and had climbed into it to get away from the monster in his closet. With an aching heart, he picked up the picture frame, looking at it briefly before stuffing it into his bag.

Peering out the window, he spotted Optimus in the moonlight and pulled out his cell phone.

"Uh, h-hey Optimus, I'm heading back to base now." He stuttered as he left the room and made his way to the garage. Even after three months of being around the Bots, he still felt nervous whenever addressing the Prime directly.

"Understood Jack." Optimus replied lowly, his even baritone somehow making Jack's tense shoulders relax a little. "I will see you there."

"Okay, b-bye." Jack replied awkwardly before hanging up and contacted the base. "Ratchet, I'm good to go here." A second later the familiar vortex appeared just inches away from the garage door and he shuffled back into the Autobot base. A quick look around the room showed that Ratchet must've just finished looking over Arcee before he called. Jack caught her eye and felt unsure of what he should say to her. What was the right way to act after what they'd just been through? Her eyes burrowed into him for a moment before she sharply turned on her heel and marched towards the exit.

"Arcee? Where are you going?!" Ratchet asked as he quickly stepped away from the computer, as if to chase after her.

"Out. I need a drive." She answered tersely before transforming and racing out of the base.

Jack stared after her, too taken off guard by her sudden departure to react. 'She… left?' Honestly, a part of Jack wasn't surprised by this. Arcee had a habit of doing things on her own, even grieving.

After sharing a worried look with Ratchet, the Autobot simply shook his head and returned to the terminal, muttering under his breath. Yawning and feeling much too tired to stay awake any longer, Jack decided he would talk with Arcee tomorrow. With sluggish steps, he reached the second landing that the Bots had setup for him, Miko, and Raf, and collapsed on the old couch. With a muttered goodnight to Ratchet, who actually responded after a few seconds, Jack buried his face into a lumpy cushion. He fell asleep just as Optimus returned to base.

Okay my cute little readers, those of you familiar with this story might have noticed the slight changes I put in here. It wasn't anything too big, just expanding on some scenes and helping it flow a little better. The major change was that Optimus got a bigger part and that Arcee is "handling" June's death in her usual way. I hope Arcee's leaving doesn't make too many of you mad, but I honestly think such a reaction is true to her character. It's just how she deals with loss. After Tailgate died, she distanced herself from others and worked solo before Cliffjumper showed up. After Cliff died, she took off into town, meeting Jack, whom she kept at a distance until Airachnid showed up.

The major shift here in the storyline is that Arcee didn't wake up as quickly as she had in the show. This change resulted in three major ramifications:

1) With no Arcee to fight off Airachnid, Jack became more desperate to save his mom, hence the acidic injury which will clearly lead into something bigger later on.

2) MECH was actually able to get a look at a Transformer's spark. In the show, when Silas ordered his men to take Arcee's heart, I believe he was expecting something along the lines of a car battery or something. Once seeing a ball of some sort of glowing, unknown energy, they would likely feel inclined to rethink a few things.

3) Perhaps the most obvious result is that June dies. The changes this has on the continuity's plotline is pretty much nonexistent, however it does affect the characters directly on an emotional and mental level. Jack, being the one to suffer the most, now harbors a deep hatred for Airachnid, now has a personal stake in the war, and has had his first taste of some truly dark emotions.