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"Try to relax," Arcee had said moments before arriving at the set of fifteen warehouses and the huge gravel lot surrounding them. "Once they have me, they'll let your mom and the team go."

"No, they won't." There was a time when he might've believed it, not that long ago, but not now, not after the things he'd witnessed. "When Silas realized he couldn't steal the Dingus, he tried to destroy it; he won't leave any loose ends this time, either."

A few seconds had passed before she spoke again. "You're right. Sorry. I didn't mean to sound patronizing."

"Don't worry about it. You were just trying to make me feel better. But you're part of my family, too, and I couldn't bear to lose you any more than I could handle losing my mom."

"You won't lose either of us. I won't let it happen."

"Got a plan, then?"

"Not. . .as such. But I'll figure something out."

And moments after arriving, she was unconscious and he was running from the same MECH bastards who'd stunned Arcee, certain that Airachnid would soon be pursuing him if she wasn't already, and knowing the crunch of his boots on the gravel gave away his position with every step.

He stopped behind one of the warehouses and scanned it with his helmet cameras. His armor's software detected no heat signatures, so the building was empty. Unless MECH had developed armor that could mask its wearers' body heat.

Screw it. I've got to get off the gravel and under some sort of cover or I'm dead. He ran to the door, opened it and threw himself inside. He gave the interior a quick sweep as he closed the door gently behind him, and let out a slow sigh when he saw that the lights had been left off. He switched his cameras to light-amp mode so he could avoid tripping over something and alerting his pursuers. He crept across the floor, thankful that his black armor blended in with the darkness.

He reached up, pulled the assault rifle from his back, and held it in his shaking hands. Christ. I shouldn't even be in this situation. I've got no business even carrying one of these things--and here I am, getting ready to kill people with it. If I can even bring myself to use it.

He took a deep breath, let it out slowly. Well, I have to. And I will. For Mom, and for Arcee, I'll do what needs to be done.

The sound of crunching gravel reached him, starting faint and growing louder--closer. He looked around; the cavernous room contained large stacks of pallets and crates. He darted between them, heading for the center, well away from the windows, and then toward the back, hoping his own footsteps weren't loud enough to be heard outside.

He crouched behind a stack of pallets in the corner, and switched out of light-amp mode to avoid being blinded if the enemy troops entered the warehouse. He aimed the rifle at the door and tried not to contemplate what he was about to do.

Shit. I've got to be out of my mind.

#

Scraping sounds echoed through the interior, making June's heart lurch. She looked to the left, and a few seconds later Airachnid appeared, now in her bipedal mode, dragging Arcee into the pool of light cast by the monitors and control panels.

June gasped. No. . .

Arcee was encased in webbing--an entire cocoon of it, just like June and the med team and the still-unconscious man stuck to the wall beside her. Only her head was visible.

Her eyes were closed.

June's heart pounded and she struggled to keep her breathing steady.

The man at the console raised an eyebrow. "You couldn't wrap her up even more thoroughly?"

"The last time I captured Arcee, I used just enough webbing to pin her to a hillside. I won't make that mistake again." Airachnid left Arcee in the middle of the floor and turned away. "Don't worry, Silas, I'll unwrap her for you soon enough. But first--"

"Yes, 'your' Jack." Silas pointed at one of the screens. "One of the cameras caught him slipping into Building G. I'll have my men keep him pinned down until you get there."

"Oh, that wouldn't be any fun at all. Tell your men to leave him. I'd like to give him one more chance to make things interesting before I finish him off."

Silas stared at her for a moment and sighed--though it seemed more out of annoyance than concern for a human child. He leaned over the console and said, "Break off. Our guest wants to play with her new toy for a while."

"Understood, sir. We're standing down."

"Much appreciated." Chuckling, Airachnid shifted into her semi-spider mode and skittered away.

Bitch! June resumed her struggling against the cocoon. You so much as bruise him and I'll. . .I'll. . .

She sobbed. Oh, who am I kidding? What the hell could I possibly do against that fucking monstrosity?

Silas waited until Airachnid was well on her way, then he touched a control and a half-dozen lights in the middle of the room came on, illuminating Arcee's body and the webbing covering it. He touched another control.

"Enter."

Another door opened and a small team of people in MECH uniforms appeared, pushing carts loaded with an assortment of power tools--including saws, torches, and other cutting devices.

"Wait until the guards return," Silas said. "Then remove that webbing and cut the robot open."

#

What the hell? Jack frowned at the sound of crunching footsteps receding. They'd been almost on top of him. Why had they suddenly left?

Oh, shit, Airachnid's coming! He didn't know her as well as Arcee did, but his last encounter with the spider-bitch had taught him enough. Whatever deal she'd made with Silas, it had to be motivated by revenge--and she probably intended to take her sweet time with him.

He holstered the assault rifle and drew the EMP gun, and took deep breaths, trying to keep his pulse from racing out of control. He snarled, trying to psych himself up for the inevitable appearance of the only 'Con so terrifying that she'd given him nightmares for weeks after that night in the forest.

Come on, you bitch. Bring it. Even if you kill me, I'll make it hurt_!_

He risked a glance out one of the windows on the left. The MECH troops jogged past, heading back to the spot where they'd taken Arcee down. The gravel crunches faded away, leaving him in silence for nearly a full minute.

Suddenly, the shriek of metal tearing overwhelmed him--it seemed to come from every direction at once--and he screamed and snapped his head back and forth, panicking, trying to see what the hell was going on.

Light washed over him and rain splattered the top of his helmet. He looked up--and there was Airachnid, peeling the roof off the building and flinging it over her shoulder.

"Jack! How nice to see you again!" Grinning, she shoved her right hand toward him.

He stumbled backward and bumped into a crate. Before he could figure out which direction to run, Airachnid swatted the pallets in front of him aside and pinned him to the crate with her palm. The impact jolted the EMP gun from his hands. His heart slammed against his ribs and his lungs seized up.

"Well, that was disappointing. After our last encounter, I was hoping you'd keep me entertained for a while."

He forced himself to breathe and glared up at her, refusing to give her the satisfaction of seeing him flinch. But if this really was the end. . .

I love you, Arcee. If only I could say goodbye.

"Still. . ." Airachnid leaned closer to him. "There's something I'm curious about." She smirked. "I've had my eye on you two ever since you discovered my new hunting grounds. I recently came into possession of a few floater cameras; similar to your UAVs, but much smaller. Small enough not to be noticed by you or your new friends."

She traced a razor-sharp fingertip down the side of his helmet, leaned even closer, closed her eyes, and said in a mocking tone, "I love you. Now, let's go."

The breath caught in his throat again. That had been the last thing he'd said to Arcee before they headed out of town and waited for Silas to contact them. What else had Airachnid seen?

"What sorts of kinky things has Arcee been up to?" Airachnid chuckled, purred, and looked him over carefully. "I just might like a sample of it. Take off your armor."

"What?"

"Take off your armor, or I'll go straight back to the prisoners and pull your mother's head off like you'd pick a grape."

What--Jesus! He held his hands up. "Alright, alright! Just. . .don't hurt her!" He fumbled with the latches on his helmet, finally unlocked them, and lifted it off.

Airachnid smiled and stroked his cheek. Then, before his brain could process what was happening, she thrust her head toward him and pressed her mouth against his.

What the fuck? He tried to push away from her, but the crate behind him prevented him from budging.

"Mmm," Airachnid purred as she pulled back and looked him over again. "You're not the first guy I've kissed, but you're definitely the most intriguing. Possibly because of your connection with Arcee. I might just have to keep you around. . .as a pet."

His jaw dropped. That's fucked-up, even for you.

"Who knows," she continued, "I may be able to give you something Arcee can't. I've heard comm chatter about a colony of Pretenders here. I never had a need for that sort of technology before, but once I get my hands on one of them, I'll be able to have all kinds of fun with you. And it would drive Arcee insane."

Jack's stomach churned. Kiss me again and I might puke right down your throat.

Airachnid tapped his chest plate. "Well, hurry up, get out of that armor. I want to see what could've given Arcee such an extreme case of meat fever."

Keep it together. Wait for your chance. He held his free hand up and glanced at her finger. "Uh, okay, but I don't think I can take this off with you pinning me down like this."

"Of course. I'm not unreasonable." She pulled her hand back, but kept it close enough to grab him if he tried to run.

Okay. Here goes nothing. Moving slowly, he leaned over to place his helmet on the floor--in a spot a few inches away from his EMP rifle. He grabbed it, threw himself to the right, rolled, and fired blindly.

Airachnid grunted and slumped over, sprawling across the pallets and crates. Her spider legs twitched as her systems tried to recover.

"Whah duh fuh?" she mumbled.

Jack stumbled and fell. He sat up, raised the gun and emped her again, and this time she went limp. He let the gun recharge and zapped her again, just to be sure.

Then sheer panic took over, and he grabbed his helmet and ran for the door.

#

"Pitiful." Silas smirked and shook his head at the image on the main screen. He'd just watched Jack take down an alien robot the size of a building with minimal effort--and June had seen the whole thing from her cocoon high on the wall.

She let out a sigh of relief. Way to go, Jack! She hadn't entirely believed it until now, but he really could take care of himself.

But what the hell was with Airachnid kissing him? From what he and Arcee had already told June about Airachnid, the rogue Decepticon seemed to have some sort of twisted infatuation with him, but none of them had guessed it went that far.

A soft grunt from the right caught her attention. She turned her head and found the civilian beginning to wake up. He winced, shook his head, forced his eyes open, and looked around slowly. He sighed and stared straight ahead in a sort of resigned, detached manner.

"Hey," June whispered, and the guy twitched and jerked his head toward her.

"Oh," he said hoarsely, and glanced at the rest of her team. "They brought her a new batch, eh?"

Now that he was looking straight at her, she could see that the right side of his face was covered with dried blood and three of his upper front teeth had been knocked out.

"Guess so. How long have you been here?"

"Dunno. Days, feels like. I headed up into the woods to take some pictures--I'm an amateur photographer, just trying to find some scenery that I hadn't already shot several hundred times. And look where it got me. Wasn't in the forest five minutes before a couple guys came running through the trees, with this huge spider-robot thing chasing them."

"Yeah, I know her. Well, my son ran into her a couple times." June nodded at the screen. "You just missed him knocking her ass out."

"Really?" He looked at the screen and laughed. "Good for him." He looked down and raised an eyebrow. "Huh. Another one."

"She's with us, actually."

"Ah. Explains why she's all tied up." He looked back at the screens just as Airachnid rebooted and pushed herself up to her hands and knees. "Hope the kid keeps running. That bitch is fucked up."

"Yeah, I know."

"I mean, seriously fucked in the head. She caught one of the guys I mentioned a minute ago--speared him through the chest with one of those spider legs, right in front of me. Horrifying enough, but the thing that really made me shit myself--she kissed him before he died. I mean, while he was dying."

"What?" June shuddered.

"Yeah. I don't know, must be some sort of disturbing sexual thing--if a giant robot can even have something like that. Or, hell, for all I know, she believes she's capturing her victims' last breath or absorbing their souls or some stupid shit like that."

Shut up. Shut up! June shivered and tried not to think about the kiss she'd just witnessed. Jack had probably been a split-second away from being butchered right in front of her.

Down on the floor, Silas looked up at them, and a cold sensation rushed through her guts. Silas returned his attention to Arcee without changing his expression. And then, before she realized what was happening, she burst into tears.

"Hey," the guy said, "sorry if I upset you. Been here so long without eating or drinking anything, I guess I'm starting to lose it. Or maybe it's from being pistol-whipped by one of those chucklefucks down there. And since I was never in very good shape to begin with, the spider-bot caught up with me before I even made it back to my car. Dumped me in here with a few others." He glanced to the right and saw the empty cocoons. "Oh. Guess I'm next, then. Dunno why she didn't just get it over with in the forest, though."

"From what I've heard, she gets off on hunting people." June sniffed and drew in a deep breath. "Likes to play with them first."

"Oh, lovely." He shook his head. "Yeah, major mental case."

"Yeah," June muttered, keeping her eyes on Arcee. Come on, wake up! Wake up and keep my son alive!

The door opened and the troops filed in. Silas pointed at Arcee. "You keep your weapons on her at all times." He turned to the men who'd been waiting and said, "You start cutting through the webbing. Once it's removed, open the chest and go straight for the heart."

#

Got to get back to Arcee. That had been the only thought in Jack's mind since he'd escaped from Airachnid--mainly because, if he let anything else cross his mind, his thoughts might drift back to the gut-churning seconds before he emped her and ran like hell.

The problem was, Airachnid was between him and Arcee, so the only direction he could go was farther away from her.

Got to find a way to circle around. Or something. He darted into another warehouse, eased the door shut, and took a look around. This one was packed with Humvees, other vehicles, shelves and workbenches packed with tools and spare parts.

Why didn't I shoot the bitch? He sighed and darted past the Hummers. If he'd taken just a second to pull out his assault rifle and drill Airachnid through the eye socket, he could've ended it right then. The bullets would've punched through her optics and ripped her CPU--or whatever the hell was in there--into tiny pieces. But no, he'd panicked and run instead, and now she was still chasing him.

She could kill him, his mother, and the love of his life--all because he couldn't pull the trigger.

Don't think about it. Just don't. He crouched as he slipped between the vehicles, awaiting the sound of those spiky spider legs stabbing into the gravel outside, hoping he'd even be able to hear it over the roar of rain slamming into the metal roof. The drizzle of a few minutes ago had turned into a downpour, the rain coming down so thick and hard, it was like the sky was vomiting on him.

If we live through this, I want to get back to someplace hot and sunny as soon as possible. Poor Arcee might start to rust if we're stuck here much longer.

His helmet cams caught something on the floor off to the right, and a block of text popped up at the edge of his HUD. He stopped, turned, and stared.

Duffel bags packed with C-4. Hot damn. He had no idea why they'd been left there--maybe one of the MECH pricks was about to load it into a Humvee but got distracted by something--but he didn't care. It would be a hell of a lot better than using a small stream of energon and a burning stick. Oh, yeah. If you've done anything to Mom or Arcee, I'm gonna blow your ass to hell.

He grabbed the two bags, slung them over his left shoulder, and crept up to the rear door. He strained his ears, but heard only the cold, pissing rain. He took a slow breath, let it out, and opened the door.

If we live through this, I should see about getting Miko's stealth gear added to my armor. He looked around and almost groaned. He'd emerged from the last warehouse in the row. Ahead of him was several yards of gravel lot and a lake or part of a river beyond it.

Come on, think, damn it! For a moment, he considered using a C-4 charge to blow up this warehouse and move around with a little more freedom while everyone's attention was on the fireworks. But then, that'd bring Airachnid and an assload of Silas's troops running straight at him.

Besides, I'd probably just blow myself up because I don't know what the hell I'm doing. He sighed and headed for the lake, skidding down the slope toward the water until he was out of sight. Then he made his way across to the next row of buildings. Maybe there'd at least be something useful in one of them, and if he could work his way around to the front of the lot and find Arcee. . .

He poked his head up over the edge long enough to catch a glimpse of Airachnid--looking considerably less amused now--skittering from one warehouse to the next, peeking into the windows. He ducked back out of sight.

She'd catch up to him in only a few seconds.

He looked around again for something--anything--he could use against her. The only thing in sight was a pile of rubble beside the nearest building. Chunks of concrete, some cinder blocks, a few scraps of metal. Maybe part of a parking lot or a building that had been demolished.

He turned and looked out at the lake. Turned back to the rubble and found a sufficiently large chunk of concrete.

Oh. Lightbulb.

He crawled over to the pile--carefully, slowly, hoping with everything in him that Airachnid couldn't hear the sounds of his hands and feet on the gravel over the sounds of her own multiple footsteps.

He reached the pile and picked up the concrete, thankful that the servos in his armor gave him enough strength to lift it. He spun and flung it out over the lake, and dived for cover around the warehouse's corner. Then he held his breath and waited as the chunk of rubble plunged into the lake.

Airachnid scampered into view, stopping at the edge of the lake and cocking her head.

"Oh, going for a swim, are we?" She chuckled.

Jack let himself relax ever so slightly. Go on. Go for it, you bitch. Yeah, I'm swimming away--go find me! He held absolutely still, not making the slightest sound. Just a few more seconds and--

She pivoted suddenly and stared straight at him.

His heart nearly launched through his ribs and a cold fist clenched around his guts.

Airachnid grinned, baring her long, sharp, metal fangs.

He screamed, turned, and ran--but her hand clamped onto his right ankle, yanking him off his feet and slamming him face-first into the gravel. He flailed, panic overtaking him again--but he froze when her voice came from a point inches away from the back of his head.

"Nice try."