Disclaimer: I do not own Transformers Prime. It is the rightful property of Hasbro. My only claim is the plot to this fanfiction.

A/N: I thought to try something a little different. In a strange twist of events what if Jack somehow ended up with his archnemesis Airachnid? I've seen some very promising fanfics in which Jack ends up with Arcee, and the few that are out are entertaining, the writer in me can't help but think…what if? So here's the result of my twisted imagination warping the Transformers Prime-verse…I warn you now, this is M-rated for a very good reason as it carries adult material, heavy violence, crude language, so if you are underage or this is not your type of fanfiction, then stop now and find one that is more to your likening and more appropriate for you. Now with that all said and done, let's spin this tale of darkness…

xXx

Rise of the Predacons

Chapter 1

He was there again. Staring up at the stasis pod that contained one of the universes most deadly and vicious beings to ever exist. By all rights he should keep far away from this creature as much as possible, for he knew that if she ever escaped; his life would be the first she would seek out. She was his arch-enemy by every sense of the word since she first came to earth to hunt down his species like wild animals for her sick pleasure. He proved to be more of a challenge to her when she tried hunting him. It cost her the destruction of her vessel as he himself blew it up in hopes of catching her in the blast to end her Spark. Sadly, it did not work as well as he'd hope and gained only her eternal wrath upon his life.

This same being tried to avenger her wounded pride when she sought out his mother and used her as bait to lure him and his Autobot partner into a trap she concocted just to get at him. He had every reason to despise her existence and even feel justified if it came down to ending her life. He knew his family, his friends, and his partner would all be safe if she did not exist in his life anymore.

That was why Jack Darby could not understand why he had been spending so much time watching her frozen status within her stasis pod. The look of panic had frozen over her face just as she was locked in stasis after accidentally letting herself get trapped in the pod during her fight with his partner, Arcee. He was the first to admit he felt very much relieved that she was out of the picture, at least for the time being. She wasn't roaming out there somewhere plotting her next course of revenge on his or his mother's life. But something about the look in her optics made him wander about this psychotic spider-bot.

He didn't have to worry about being caught right at this moment. Everyone was too concerned about Bulkhead's recovery after his mission to retrieve an artifact that later was revealed to be a vile container for a poison called Tox-En. In the process of his mission he had destroyed it and forever prevented it from falling into the hands of the Decepticons, but overexposure to Tox-En had left him weak and in his return to the base, he was blasted in the back by an Insecticon by the name of Hardshell.

Jack was worried that the ex-Wrecker may not pull completely through after this last mission. He had taken too much punishment and the grim look on the Autobot's Medic, Ratchet, did not feel him with any confidence. He wanted to be there with his friends and help give his support, but Ratchet had ordered everyone, especially Miko, Bulkhead's human partner, to stay away while he operated on the downed Autobot. Miko was in a devastated state right now as she worried over her Autobot guardian. She had shown she deeply cared for Bulkhead's safety and could not stand to see him hurt. In these moments, she was like any other person and cried for the suffering her friend had to bear. It was little to no surprise when she left to grieve, or so everyone thought until Wheeljack returned to the base, damaged some, and with an even grimmer Miko at his side.

No doubt, she took care of the Insecticon that hurt her partner…she could be very scary when she wanted to be. There was no bluffing to her anger and she proved just how serious she really was after the incident with Hardshell. Since then, though, she had fallen silent and would hardly speak to anyone as she sat upon the chest of her guardian, praying that he would regain consciousness soon.

Raf took it pretty well for a boy his age; at least that was how he appeared to Jack. Raf busied himself with his computer and spending time with his Autobot guardian, Bumblebee to help pass the time. His own guardian, Arcee, was out on patrol at the moment, too wound up by the stress to stay still and needed to go for a ride alone to clear her thoughts. He wasn't sure where the leader of the Autobots was. Optimus Prime had a habit of wandering off on his own more than anyone on the team and his thoughts were always his own.

"Hmm, I guess Prime must be grieving in his own way," Jack murmured to the frozen femme Decepticon. "You'd probably be smirking at our suffering if you could or were aware of what was going on, huh?"

"There was a time where she would not and feel as pained as we all do at this time," a powerful, aged voice spoke up, snapping Jack from his musing.

The Prime he had just been thinking about walked into the lab and over to Jack. "I am curious to find you here, Jack."

"I keep telling myself that every time I see her like this…" Jack admitted without hesitation. He had no reason to lie to Optimus as he trusted the alien robot too much after all they've been through. He looked up suddenly at the Prime with a curious expression. "What do you mean there was a time?"

"She, like many of the loyal minions that now wear the badge of the Decepticons…was originally, an Autobot," Optimus Prime said sadly.

Jack fumbled up to his feet and pointed at the deadly spider-bot. "You mean she was good guy before?!"

"Indeed she was, Jack. She was not always the cruel being you know her now as. Her fall into darkness happened eons ago…just after the rise of Megatron and his Decepticon army. She was a promising Cybertronian Academy recruit, the brightest amongst her peers and she went by another name at that time…Elita-1," Optimus Prime explained with the same sorrowful expression. His optics lowered in shame from the stasis pod.

"Her name was…Elita-1? B-But why are you telling me this, Optimus?" Jack asked in wonder.

"Because you seemed to be wondering about her past. I have noticed that you have been sneaking in here to study her, and I can only assume it's because you feel there is more to her than meets the eye," Optimus Prime replied soundly, as he always did with any given situation.

"I guess that's true. Don't tell Arcee, okay? If she felt I was in the slightest bit curious about Airachnid, she's tan my hide!" Jack pleaded with the Autobot leader.

Optimus nodded. "I will not tell her, Jack, you have my word."

"O-Optimus…how…how did Airachnid become a Decepticon?" Jack asked curiously.

"…She was betrayed…by her fellow Autobots," Optimus Primus said stoically, his optics now averting away from the stasis pod and then he suddenly started to depart.

"W-What?! Why?" Jack exclaimed in shock.

He did not receive an answer as the Prime continued his silent match away from the lab, leaving as quietly as he entered.

Jack just stared at the back of the Prime. He could not believe his ears. She became a Decepticon because she was betrayed by her comrades? By other Autobots? That was just a bit too much for him to coop with, but then again he had to remember that he only met a handful of Autobots and all of them may not be as good as he once thought. It oddly made him wonder even more about the spider-bot and why she was the way she is now. He looked up at her and for a moment, he could have sworn he saw rage flare in her blank optics.

"It must of have been a traumatic experience for you, huh, Airachnid? To be betrayed by your own friends like that…it's no wonder you always want to be alone," Jack remarked to himself as he walked up to the pod and touched it. "I'm not saying this out of pity and you can't hear me anyway because you're shut down, but maybe if you hadn't been betrayed…you and I could have become friends or something like that…If you were, I'd never would let anyone betray you."

He started to get tired then and felt it was time he should be heading home. There had been a lot of stress for everyone and he knew his mom would start worrying if he wasn't home soon. He looked up once more at the frozen Decepticon and once again thought he saw something reflect in her optics, only to shrug it off as a trick of his tired mind and turned away from her to leave.

It took little time for him to get back home after he called Arcee back to base for a ride home, during which he had been oddly silent. It worried her that he seemed so deep in thought and could not guess what was troubling her partner. Whatever was on his mean, she knew he would sooner or later tell her, and if he didn't, she'd drag it out of him if she felt it was becoming a serious issue. So she drove him home and respected his silence, wishing him a good night as she parked herself in the garage and settled herself for another quiet, dull night.

Jack quickly got himself ready for bed and crashed as soon as his head hit the pillow, feeling relieved that he could finally get some rest.

xXx

He was awoken by his mother suddenly. She stormed into his room and shook him awake. "Jack! Jack! You need to wake up! There's been an emergency!"

Even in his hazy state, Jack bolted awake and looked up at her. "Why? What's happening, mom?"

"It's that robot spider woman! The one that kidnapped me to get to you…she escaped!" June quivered in fear.

All the blood ran out of Jack's face. "…H-How?!"

"I don't know! Optimus just called me and said that she somehow got free of her prison and got out of the base! What's more, she now knows the Autobot's location!" June exclaimed in fright.

"Was anyone hurt!?" Jack asked in panic.

"No. Strangely, she left without causing any harm to anyone," June said, sounding as surprised as he was about the news. "They found her stasis pod open and she was nowhere in sight."

"B-But how could she have gotten loose? There's no way she could have unless someone actively set her free," Jack remarked, hoping out of bed. "Is Arcee still here?"

"No, she left to go help the Autobots in case she was still around and waiting to attack them. So far, nothing. But because she knows their location, Agent Fowler is already working on setting up a new base for them before they're attacked," June explained.

"Humph, wouldn't be surprised at that. She would take advantage of that bit of knowledge and use it to get back at them, especially at Arcee," Jack murmured mostly to himself.

"And you, Jack…remember, she's got a grudge against you," June reminded her son. She still could not forget that night she was used as bait to trick her son to risk his life. The nightmares of that night were only now starting to fade away.

"Right now, she's got an even bigger grudge against Megatron for trying to scrap her," Jack retorted, sitting back down on the bed.

"Whatever the case, you need to lay low until the Autobots finish setting up their new base. I think its best that you just got back to your normal routine anyway. You need this time to grow up normally, Jack," June said.

"There's nothing normal if Megatron ever wins the war, mom. But…you're right. There's nothing I can do until Arcee comes and gets me anyway, so there isn't much else I can do," Jack relented.

"That's more like it. You're thinking with better sense now," June smiled, happy to hear her son finally was starting to understand he was better off away from his alien friends. It was just too dangerous to be around them and she nearly died of a heart attack when he was sent off to Cybertron to collect from the whatever they called it to restore Optimus Prime's memory. The screams of that Insecticon only gave her new nightmares to dream about. She shuddered some but tried to keep from showing it to her son. "Okay, kiddo. Time to get back to bed. You've got school tomorrow and I don't want you to be too tired."

"All right, mom. Goodnight," Jack replied with a smile that really didn't reach his eyes.

She apparently didn't notice as she was too happy that he wouldn't be wandering off to that cold, dangerous base anymore; at least for some time the disappointed look in her son's eye. He might think he was ready to fight in war, but she knew better. He was too young, naïve to the world, he needed to grow up more to realize he didn't belong in a war with transforming robots. If her luck held out, he might never get to go to this new one they were building. She wondered if she could talk to Agent Fowler and get him to help her with that. She kissed his forehead and said her good nights and left his room.

Jack sighed in grief and laid back down on his bed. He knew his mother worried about him and he understood her reason, but it got on his nerves some as she was just a little too overprotective. She saw this as a great opportunity for him, but all he saw from this was the trouble that would no doubt follow.

How did she escape that pod? Jack thought to himself.

It left him worried how she may have gotten out and it quickly dawned on him that once again he would have to watch his back, more so than he had when he first learned about the Decepticons. There was simply no telling what would happen now that she was free again…

He was so wrapped up in his thoughts that he never saw the silhouette that danced over his window. A familiar horn-crested shadow leaned down to gaze into the window as a pair of purple-glowing optics bore down on him with a strange, curious gleam in them.

"Found you…" she smiled to herself, exposing the metallic fangs that she possessed.

Jack snapped is head to the window to see Airachnid staring right at him. He did not have much time to scream when her hand broke through the window and snatched him up.

"Shush, my Jack…this'll all be over soon," she said huskily at him as she pulled him out of his room and jabbed the side of his neck with one of her scalpel-like fingers and injected him with a chemical compound to render him unconscious and easy for her to handle. He only got out a short scream of pain before he blacked out.

The scream must have been loud enough as June came storming back into his room, only to find the broken window and the femme Decepticon looking back at her before she winked.

"Bye-bye, dear mom," Airachnid chuckled darkly as she transformed herself into her silent helicopter mode, having stuffed Jack into the cock-pit of her vehicle mode when she did, and then flew off into the night.

June ran to the ruined window frame and screamed out for her son. "JAAAACCCCKKKK!"

xXx

Something stirred him awake from the dreamless slumber that was forced on him. He had no idea what was going on, feeling dizzy and restricted by something all around him. Then his frizzled mind started to remind him of what had happened to him and he shot his eyes up wide and scared as he looked around to see he was in foreign surroundings. He tried to move but all that did was alert him that he had been tied up in a web-like substance that he was all too familiar with.

"Ah, scrap…" Jack groaned as he swung around helpless in the cocoon of webbing.

He was hanging from a ceiling and almost his entire body was wrapped up in the constricting webbing, only his head was free to move around and what he was able to see only made him shudder. He was in a cavern, a deep, dark one if he had to guess as there were no signs of an exit of the outside, just a cavern with tunnels that stretched out to who-knows-where. He did quickly note that the cavern was full of energon crystals and their dim glow provided him with some source of light, which was what aided him in showing him where he was.

"Ah, I see you're finally awake, my Jack…excellent."

"Oh, man..." Jack moaned as he looked up to see Airachnid hovering over him on a thread of her own webbing, looking straight down at him and smiling evilly.

"What, not happy to see me?" Airachnid teased as she brushed a few stray locks of his hair back with one of her spider-like appendages.

That must have been what had woken him up he deduced and cringed that he had been that vulnerable to her. "Let's not kid ourselves. Last time we saw each other wasn't a good time for either of us."

"You hit the mark on that, my sweet," Airachnid smiled as she lowered herself and turned right-side up with the remaining spider-legs she possessed. Two of them had been damaged and sliced off just before her final capture. It appeared that not much time had gone by if those two legs had yet to be repaired.

He wondered if anyone knew where he was and if they were coming to rescue him. Without Arcee he was as good as dead before his arch-nemesis. "So this is where you finally settle your score with me?" Jack said bluntly, feeling that maybe he can buy some time if he stalled her with idle chatting.

"If you are referring to me taking your head!" Airachnid hissed, rising one of her spider-legs up to his throat, only to giggle and pull it back after he flinched slightly from the blade at the end of her leg. "…Not quite what I had in mind for you, my sweet, dear Jack."

"Well, if you're not gonna take my head, then what do you want with me?" Jack asked, already berating himself for asking such a stupid question. He could guess easily what she had planned for him and it ended with him bleeding all over the place and being left for worse after she was done.

"A fair question, Jack. One that I will soon explain," Airachnid said as she leaned in close and he could have sworn he heard her sniff him. "Mmm, has Arcee ever told you that you have a delicious scent, Jack? No? Well you do…and it's very alluring."

It was then that Jack noticed something that he never expected to see in her eyes: attraction.

"J-Just what are you up to, Airachnid?" Jack growled at her but his voice didn't carry the strength as he had wanted.

"Quite simple, Jack…I want you to be…mine," Airachnid said huskily as she pulled his cocooned frame up against her chestplate.

"W-Whoa! Wait a minute! What's the deal here?!" Jack freaked out saying.

"You…intrigued me, Jack. Ever since I first laid my optics on you. At first, you seemed a fun way to once more hurt that annoying Autobot, Arcee. But then you made me angry when you destroyed my only means of getting off the wretched dirt ball, along with some of my favorite trophies. I won't lie that I wanted to hurt you and make you suffer for the humiliation you put me through, but then…that all changed after you started talking to me," Airachnid revealed as she started petting his hair tenderly.

"Talked? We never talked," Jack said firmly as he looked right into her glowing optics.

"Oh, but we did. It was one-sided, of course, but we did talk, Jack…every time you came and visited me in my stasis-pod," Airachnid purred as she continued to stroke his hair. "Such fine material this hair of yours is. I never would have imagined it would feel so soft."

"Hold on! You…You heard everything I said?" Jack said worriedly.

"Every…single…word," Airachnid said, tapping him on the nose with each word.

"How's that possible? You were in stasis and by all accounts should have been shut down," Jack shouted in disbelief.

"That is true…were I completely inorganic, but a part of me isn't, Jack. Some of my structure is made up of techno-organic material and even when frozen, I have ways of being aware of my surroundings, so I did indeed hear you, my sweet," Airachnid explained simply.

"Uh, okay…and would you stop petting me? It's really freaking me out," Jack replied.

"Hmm, would this be more comfortable for you?" she said as she cut him loose from the one strand of webbing he was hanging from and laid his cocooned body on top hers as she laid down on her back.

"Okay…officially getting more and more freaked out now," Jack mumbled under his breathe.

Airachnid laughed deeply. "You are amusing, Jack, and it is very hard to make me laugh like this. It's just one of the qualities of why I've chosen you to me mine…and only mine."

"I feel so honored," Jack barked sarcastically, but then he looked up at her with puzzled, angry eyes. "So I'm gonna be some sort of pet for you, eh? A trophy to wag in front of Arcee's face."

Airachnid flared some at the mention of his partner's name. "That femme bot is clueless to what Autobots really are like! And to your first question, my Jack. No, you aren't going to be just a pet. You have too much potential to be wasted. Potential that was going unnoticed by everyone around you."

"Oh yeah? What makes you say that?" Jack said.

"Just our previous encounters alone have proven that you are more of a bot than any of them ever could, and being such a pure organic creature, you have done more than they could ever have hoped to achieve," Airachnid answered, her hand once again petting his hair. "You've managed to become a constant thorn to all your enemies and none of them have ever been able to get rid of you."

"Until now…" Jack reminded.

"You still don't understand what's going on here yet do you?" Airachnid said with some impatience.

"Look, whenever we've talked, it's always with you threatening to kill me or hurting those that I care about. The fact that I'm not dead yet has clued me in that you are keeping me alive for a reason, but whether it is good for my health or anyone I know hasn't been determined yet. For all I know right now, you could be just toying with me while waiting for the Autobots to show up so you can kill me in front of them, mainly to break Arcee again. So forgive me if I'm not able to pick up on any other clues here, lady!" Jack practically shouted at her.

He expected to be impaled right there and now after his outburst. At the very least cause him suffering for being so defiant. All she did was look at him seriously and sighed before grinning some.

"How in this messed up universe have I come to have fallen for such a frustrating little creature like you?" Airachnid said to herself and acted out dramatically as she tilted her head back and placed the back of her hand on her forehead.

"F-Fallen?!" Jack blurted out.

"Heh, yes Jack. I've found you wanting and now I wish to make you my partner…my only partner," Airachnid said huskily. Her hand stroked his cheek with odd tenderness. "You came to visit me every chance you got, and each time I heard more and more about the real you. But it was that last thing you said…how you'd never let anyone betray me. That was the trigger that set my spark flaring for you!"

Jack did not expect to find himself looking away from her in embarrassment. He hated to admit it but he meant every single word he said and even right now still meant them. "I-I just felt it was wrong and that shouldn't have happened to you, not by your own friends."

"They were never my friends! I was just cannon fodder for them when it was convenient! I…" Airachnid hissed angrily then caught herself and started to re-compose herself. "That was a long time ago, but it made me stronger, Jack. It made me a survivor and I've always been better off alone…or I did until now."

"But what do you want with me? I mean, okay, I'm glad you're not going to kill me and want me to be your partner…but, I'm also guessing you aren't gonna start helping out the Autobots either," Jack surmised clearly on that last bit.

"Primus, no! I'd rather yank out my own spark-chamber before I ever wear their symbol again," Airachnid said with pure venom in her words. She sat up some and pulled Jack up to her faceplate and gazed into his eyes. "What I want from you, Jack, is exactly what you have wasted with that wretched Arcee: a bond."

"Airachnid?" Jack uttered her name, not sure what else to say.

She trailed her finger around the outline of his face, very careful not to cut his fragile skin with her bladed digit. "You don't know what the Autobots were like when the war first started, my Jack. They were just as corrupted as the Decepticons that admit to being evil today. Arcee never told you much about her first partner, Tailgate, did she?"

"Only that you killed him," Jack said curtly.

"I can only imagine that she would make it out as such a drama from her point of view. But I can't really say I blame her, she didn't know the REAL Tailgate like I did," Airachnid replied bitterly, her optics flaring brightly.

"Just what happened to you, Airachnid?" Jack found his mouth saying before his brain kicked in.

"I will tell you and maybe this will let you see that not all Autobots are as honorable as they make themselves out to be. I had just finished my trials in the Cybertron Academy before Megatron started up his petty war, just as Optimus revealed to you, but what he did not finish telling you was that he sent me out on a mission to start depositing energon just in case the war went badly for the Autobots. I was sent with a scouting team with a cargo of energon to seed a planet that looked habitable enough for us to use. At first, it was all going well, but then we were attacked…but insectoid-like robots that lived on the planet. They weren't Insecticons but they were the creatures that Megatron and one of his most loyal scientists, a Decepticon by the name of Shockwave, had used to create them from," Airachnid said. She busied her idle hands with stroking his head and running it along his side, almost fawning over him.

"Tailgate and his scouting brothers were the first to see the danger…but I was off in a far sector with my cargo. I did not receive a warning signal and was surprised when I was ambushed by the insectoid creatures. I managed to escape the first wave of them and started making it back to our shuttle…only to see my 'comrades' working on getting off the planet. Tailgate was blasting the creatures off the ship while the three other Autobots were working on getting the ship's engines online. I ran over to help but then one of the things bit me and injected some kind of virus into my system. Tailgate saw me go down. I saw him look right at me and then he turned his back to finish blasting off the last few creatures from the ship. He never looked back, even after I was screaming for help. He just ignored my pleas as did the rest and they flew off back to Cybertron. I…I was left for dead with not even a bit of help!" Airachnid screamed out in rage up at the cavern ceiling. Her spider-legged appendages shaking with fury.

"I was dragged away to a nest of the creatures…there to become food for them for later, but the virus had fully coursed through my systems, and I could feel myself changing from within. So I did the only thing I could to survive…I embraced it and found that it had mutated my T-Cog, allowing me to assimilate their nature and become one of them. Later on, I was seen as their queen until a Decepticon scouting party found me and I was welcomed into their ranks after I revealed my…abilities to Megatron."

"Arcee's partner…did that to you?" Jack gasped in horror.

"He and I never got along before the mission. He thought I was too young and too eager to take anything serious, but I believed he was just jealous of my intellect and skills that easily outdid his own. I did my best, Jack…I really tried to fit in with them, but they kept treating me like an outcast and then when they finally saw an opportunity to get rid of me, they took it! I learned from that day on that I could never trust another Spark save my own. I needed no one! That is…until now." She inched her faceplate right up to Jack and much to his surprise, she pressed her metallic lips over his and kissed him deeply.

He did not expect such an action and was completely off guard as she continued to kiss him. It was forceful and even with his limited experience with kissing he could tell she was pouring passion into it. It amazed him how she hadn't crushed his skull from the intimate action. He did though start to feel his lungs burning as she continued to kiss him and started groaning in protest when his vision started blurring. Picking up on his noises, the femme Decepticon pulled back and smirked as he gasped for much needed air and started at her in total amazement.

"Mmm, did Arcee ever kiss you like that, my sweet?" Airachnid teased with a giggle.

"N-No! I never kissed her…I didn't think Cybertronians did those things," Jack said honestly after he started to recover from the kiss.

He never kissed anyone in fact, not counting the times he's kissed his mom on the cheek. That was his first kiss in his entire life and it was with someone that was once out for his blood.

"That pleases me," Airachnid said silkily, leaning in to kiss him again, only this time letting him have enough time to catch his breath when needed.

Jack was too overwhelmed with the affection he was receiving from the psycho Cybertronian. He half expected at any moment she was going to ripping his face right off and start eating him like a real spider would. But what really frightened him the most was how much he was enjoying it. It was electrifying to say the least and he found himself leaning into it after a point when she started to nip at his lower lip. She must have been glad to see that he was becoming responsive to her ministrations as she let him explore the contents of her mouth after retracting her poisonous fangs so he did not accidentally poison himself.

Then reality kicked back into Jack's teenage, hormonal state of mind, he started to withdraw from it, shaking his head vehemently. "What the hell am I doing?!"

"Enjoying the moment from my point of view," Airachnid jeered playfully.

"Let's just slow down for a second…this is getting out of hand here," Jack said hastily, his heart pounding fast and hard against his ribcage.

"Did you not like it? Would you have if it was Arcee kissing you right now?" Airachnid said bitterly and hissing out her rival's name.

"No! I…I never saw myself ever kissing Arcee or doing anything like this with her! She's my partner…and I'm just her human charge, I don't think…she'd see me like that," Jack admitted.

"But you do have feelings for her? You can feel like that for a Cybertronian, even though we are vastly different?" Airachnid mused.

Jack was silent for a while as he evaluated his feelings. He never was in a relationship, being too busy with work and trying to make a decent living. No one wanted to be around a guy who worked at a burger station after school, not when they could be partying with the cool, rich group. Arcee was the first person to see him as somebody more. She treated him like an equal and over time they came to realize they made good partners, but that was all he could hope for. She was pure metal and would live thousands of years after he had grown old and died. Could she even consider something more from a human like him?

"I take it from your silence that I'm correct," Airachnid said, jeering him out of his private thoughts. "Although I hate that you feel anything toward Arcee, I know I'll just have to work on making you see me in that same light as her."

"Airachnid, I'm flattered, but why? You wanted to hunt me down and take my head off, remember?" Jack replied with a serious tone. He wanted to know the real truth of what had caused this change in the Decepticon.

"You intrigued me, Jack. You made me wonder what if you and I had met under other terms, and that last part you said: Becoming friends or something like that. And then the outrage you had when Prime told you that even Autobots could be traitorous. Ah, it was that look on your face, Jack! That bitter anger you showed toward the idea that made me rethink my opinion of you," Airachnid finally revealed. "It was then that I knew…I had something special in you and I had to have you all to myself."

Jack sighed. "Look, this is overwhelming…but…but it just can't be. I'm a human to start and you're a raving, species killing Deception. It just doesn't add up right."

"True you are human and that is a quality that slightly puts me off about you. You're small and weak and it would take hardly any effort from my part to kill you in so many ways. But my sweet, dear Jack. There is so much more to you and I want to see it grow," Airachnid said sensually as she hugged him close to her frame. She held up a finger and the digit opened up to reveal a needle with some strange kind of purple fluid leaking out of it. "I've already worked on making you mine, Jack."

"W-What have you done?!" Jack screamed out in fear as he started looking at the needle.

"Remember that virus that was injected into me? Well, my Jack, I've experimented on it and found a way to make it work on organic life-forms; a pet project at the time when I was bored and flying aimlessly in space looking for Energon…and a species to add to my collection." She chuckled evilly. "It will have the reverse effect on an organic creature such as yourself and start turning you into a techno-organic being, like myself. This patch, I made special for you after I got you away from that mother of yours in that pathetic shelter you humans like to dwell in. This strand of the virus will make you into something far more than you are right now. You will be just like me, my dear Jack…and you will fully belong to me."

"I don't want this! You had no right! I'm human, damnit! I want to stay that way!" Jack screamed at her in pure rage, forgetting all about making her angry and thus leading her to actually decide and kill him. He was so angry that she had injected him with some kind of mutating virus, there was no telling what would happen to him now and he was scared enough to wish she just killed him, at least then he'd die as Jack Darby and not turn into some freak show for her entertainment.

"Jack, Jack!" Airachnid whispered at him, cradling him affectionately. "You will thank me after it is done. Trust me, you will. I have given you something that your kind could only hope to replicate, a chance to becoming a new life-form, and the perfect partner for our kind."

"Our k-kind? What do you mean?" Jack shuddered in fear.

"We do not have a name yet. I have been the only one of our kind, but now with you at my side, we will build an empire! I will make you a king, my Jack…and I will never betray you," Airachnid said devotedly. "All I ask is that you keep your promise…that you will never betray this trust I'm giving you."

It was all too much for him to take. Either he was finally starting to feel the effects of the virus she had injected him with, or his body could no longer handle the stress with the situation. Whatever it was, it had forced him to pass out and lay limp against Airachnid. She smiled and stroked his back after he did, sitting up and then hanging him back up as she had before. After she had done that, she took the needle and injected him with another dose of the virus right into his neck. He didn't need to know that she had to administer it in small doses and that he would need at least ten more shots before the virus could fully transform him from the weak, frail fleshling into a powerful techno-organic like herself. Already there were signs that the virus was taking its course. His skin was starting to shine with a greyish metallic gleam and his eyes the entire time he had awoken had been glowing with a soft purple color, like her own optics.

She had to keep him hidden until he his transformation was complete. The virus was experimental in nature and she did not want to run the risk of the Autobots finding him and creating an anti-virus to fix it. She theorized that the virus would be permanent once it had taken over every cell in his body, as it had done to her, and become impossible to remove. She had tried at first to remove the organic-like components to her structure, but the virus had proven tenacious in nature and would not yield to any kind of operation. The best that she could do was limit just how much it affected her body just enough to appear like her fellow, fully inorganic Cybertronians. Since she was infecting a pure organic life-form, she wasn't too sure that it would hold as it did with her, so she had to keep injecting him with enough of the virus at safe levels to make sure it bonded with his DNA perfectly.

Once the procedure was complete, he would be exactly like her and belong to only her. The thought of what they could do together made her spark-chamber send a surge throughout her body.

"We are going to accomplish so many things, my Jack. I keep my promises and I will make you a king…and I, heh heh, after a few modifications to my form, I'll make myself the perfect queen for you," Airachnid whispered to the sleeping teenager, petting his hardening skin lovingly.

xXx

A/N: Ah, it's nice to post a new fic and it was fun writing it, too. I hope you all enjoy what is to come and I look forward to your replies. Till Then…