"Run! Quickly!"

"She's behind us!"

"I know, just run. Don't look behind!"

Mika panted, small body sweating as she ran and cried out at each painful brush of the rock around them. Behind her Arcee ran as well, firing shot after shot behind them at their assailant.

Arachnid.

When Mika, Raf and Bumblebee had disappeared through the portal everyone had panicked. The Autobot's had no idea what to do and the Decepticon's fled the area with their Leader. Now, Megatron did not flee because he lost the relic he so wanted, nope! He left because he had to plan on telling his TIC how his sparkling just up and disappeared all the while trying to figure out how to get the girl back. Arcee had been scouting around the area for their two allies and the traitorous ex friend. She'd been separated from them for quite some time now and cursed to herself as the light of the day began to diminish. She'd thought it best to return and regroup when she'd come across a knocked out Bee and Raf and Mika blubbering nonsense to Ratchet who was in his holoform. She had watched as Mika had a melt down and relayed everything that had happened to her and Raf when the most shocking thing happened.

Ratchet had kissed her.

Arcee was furious with Ratchet for doing such a thing after everything she'd done to him and the others. She would just hurt him once more, but... deep down she'd been happy that Mika was still alive... after all she was her niece. The moment however, did not last as suddenly the appearance of Arachnid and two Insecticon's distracted her before everything turned into a huge battle. She and Mika had gotten separated from the others and cornered into a canyon and now? Now they were running, Mika out of shear terror and Arcee for a deep desire to protect her own.

"Not only will I get one prize." Arachnids voice purred through out the canyon. "But two."

Bumblebee and Ratchet were back where it all began, fighting the Insecticon's while Raf stayed hidden in a small opening of the wall, a mini cave small enough just for him to hide in. Arcee grit her denta as she urged Mika faster. Said girl was terrified, more so then Arcee ever thought she'd be and that was concerning. What had this femme done to the girl to cause such a fear? She thought back to the battle before they ran....

...

...

...

"Arcee!" Ratchet cried out, noting how her attention was fully on Arachnid. "The Children!"

Arcee turned her gaze to the two kids as the Insecticon closed in  but returned to fighting Arachnid, her anger and hatred for the femme  was rising and blinding her of the potential danger.

"Arcee!"

Arachnid laughed as she and Arcee continued their dance, oh she  knew this would happen! Arcee was so blinded by her anger and hatred,  for her thirst for revenge, that she would try and terminate her before  leaving the fight! Arachnid had, in fact, been counting on that and she  laughed in glee as her darling Insecticon pet closed in on her prize.

"ARCEE!!"

Giving a cry of fury, Arcee managed a shocking punch to the  spider's face before flipping away and landing in front of Mika and Raf,  kicking the con away in her anger. If only she didn't have to worry  about these two! Then perhaps she could FINALLY rid the universe of that  accursed spider!

As soon as the Insecticon flew back from the kick, Bumblebee broke  free of the other and attacked while Raf was able to hide in a small  hole of the wall of the cliff side. Mika, who SHOULD have followed,  stood frozen by Arcee's foot practically hyperventilating. She was terrified... oh so terrified... not only because Arachnid was hear, but because her emotions were unstable... Losing the other Verse's friends of hers, her other sire... and now more fighting... more fighting! Mika was so SICK of fighting! She wanted it to stop! She didn't want to lose ANYONE else.... She felt her eye's prick as her body trembled in both fear and the sheer stress... Why? Why?!

..

..

..

"What could you possibly want with Mika?" Arcee demanded to know as she fired and dodged return fire.

"Oh don't fret dear Arcee! That's something you don't need to know right now. After all, isn't she the one who betrayed you and the others? She left you all for the Decepticon's." Arachnid laughed coldly. "Why care for a traitor hm?"

Arcee said nothing but slammed her pede onto a large jutting rock and launched herself at Arachnid, the two falling down into the ground in a tussle filled with Arachnids angered hissing. Arachnid squirmed and fought, slicing and hitting at Arcee as they tussled about while Mika continued to run. But she didn't get far as Arachnid shoved Arcee away and launched her back with a harsh punch. Then, the Decepticon femme jumped up, climbing the canyon walls and quickly maneuvering herself in front of Mika who screamed in terror.

"Hello little fly." Arachnid cooed. "Did you miss me?"

"What do you want with her!?" Arcee hissed.

"The denial of the hunt does urk me so." Arachnid started. "And to think I was denied the joys of my first human trophy by that scrap heap of a bot. At first I didn't get it! What was so special about one insignificant human being? Oh but Then I realized, then I had discovered that it was no mere human... but a filthy HALFBREED! Oh the horrors I had faced of trying to decide to hold out for Jack as my trophy for the humans." She purred while Arcee snarled at her. "Or Mika."

Mika shivered, clutching to Arcee's pede.

"But then I had found she was the creation of an Autobot and a Decepticon, And as disgusting as that mix is it is also a new trophy for me! The only halfling to be in existence! Who also bears the appearance of a flesh bag... I had to have her... I would have gotten away with it too if it were not for Starscream saving her." Arcee hissed. "Now I have my nemesis AND my trophy for the taking! Oh I am so excited!"

"We'll see about that!"

"Oh will we?" Arachnid laughed ruefully. "Look around you Arcee! Where will you go?" As Arcee looked around, she noticed a few Insecticon's had appeared, maneuvering themselves around them and watching... truly there was no where to run...

"How about to the well of Allspark?"

Mika glanced over with a gasp to see- "Breakdown!"

"Breakdown! What a lovely surprise." Arachnid began but he interrupted her.

"You've failed and wronged us for the last time you spider freak." He growled as he summoned his hammer.

"Oh? And what are you going to do? Kill me? My dear Breakdown, your to weak." She laughed.

"Me? Maybe... but him? Not so much." Breakdown smirked and Arachnid looked to the direction he spoke of, only to scream in pain as something winding and purple pierced her chassis, barely missing her spark as a demonic snarl filled the air. Electrical currents raced down the purple appendage that, when following the direction it came from, lead to an infuriated Soundwave.

"S-Soundwave!" Arcee gasped as she picked Mika up and held her close.

"Y-you!" Arachnid gasped and struggled in pain before screaming as the currents shocked her. "I'll destroy you!"

"Soundwave." He pulled her closer to him, his blank visor staring coldly at her making her twitch and squirm. "Will." He tightened his grasp. "Tear." He began viciously ripping at her body. "You." He slammed her against the canyon wall. "APART!"

Arcee covered Mika's eyes in horror, never in her existence had she seen that mech lose his cool, but there before her, he was losing it. And badly.

Soundwave gave a harsh sound as he continuously tore at Arachnids body, taking particular glee in her blood curdling screams and cries. His vision was seeping red in his anger, He had ENOUGH of her trying to harm his sparkling and finally... finally Megatron gave him leave to rid her himself! He used his tentacled to rip her spider like limbs off of her, before using his bare servo's to slam her by the neck against the wall.

"W-wait!" She pleaded. "Wait!"

Soundwave offered no mercy, and raised his free servo. He ignored her plea for him to stop, for him to wait and he slammed it into her chassis and grasped her spark, listening to her sputter and gasp.

"C-C-curse you!" Arachnid roared. "Y-You will r-rue the d-day you messed with me! QUEEN OF THE INSECTICONS!" She cried as he tightened his grasp upon her life force. "INSECTICONS! DESTROY HIM!"

Soundwave half expected the bugs to come after him, but no... it wasn't him that she had pointed to. It was Breakdown who was struggling with a few Insecticon's beside Arachnid, the two offering a silent truce to protect Mika and rid the universe of the spider bot.

"Noooo!"

Arachnid gave a choked laugh at Mika's horrified cry when the Insecticon's charged him, she laughed and choked as Breakdown screamed in pain as her lovely insecticon's tore. Him. apart. BIT BY BIT!! She roared when Soundwave finally... Finally crushed her spark... and Arachnid was no more...

"Breakdown!" Mika reached desperately to him as Arachnids crazed laugh filled her head, watching as her con was tore limb from limb until Soundwave chased the remainder's away. "Arcee! Arcee! Please!" Mika pleaded as the Autobot femme put her down and watched her run to the Decepticon's side. "No, no, no! Breakdown? Break?!"

All that remained was his chassis and head... the rest of him however...

"Breakers?" She called. "Breakdown?"

His optics were cracked but still glowing as he weakly looked at her, taking an a pained electrical intake. "Soulspark..."

"I-Hold on okay? I-I'll get Knock out to-"

"I wont make it." He shook his head. He was done for, damn her... damn that spider. "Don't bother."

"Don't say that." Mika snapped, holding his hand. He'd make it, he would. She wouldn't lose him like the other verse's him. Not again...

"Mika..." She closed her eyes and grit her teeth, this couldn't be happening.

"No." She denied. She didn't want to lose him again. "I can't lose you again Breakers. I don't want to lose you."

"Nah." He held her cheek  his eyes sparking on and off as his voice grew more and more staticy.  "I'll always be with you." his digit poking where her spark was gently.  "Right here."

"Nah." He scoffed, using  his digit to poke her in her heart and an agonized feeling ripped through her.  "I'll always be here."

"No." She wailed, hugging his helm. "Please..."

"Sorry my little squishy..." He crackled again before taking a painful intake. "I know we'll meet again."

"Sorry little squishy..." He crackled again, giving a pained in take. "I'm sure we'll meet again."

"No.. no.... no!" She wailed louder. "Breakdown!"

"I'm sorry." Was all Arcee said before she watched Soundwave's silent approach. The two nodded to each other silently before he tenderly picked her up and brought her to his chassis, crooning through the bond as she clutched to him and then stared down the femme for a moment. He then turned and walked away, summoning forth a bridge before disappearing back to the ship... He had a lot of work to do.

...

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...

I know... I know! I'm sorry but I decided to partially follow the show by Breakdowns termination... only differently but still... It's all apart of a plan... DONT KILL ME BREAKDOWN LOVERS! I LOVE HIM TOO SO Q___Q Anyway... YES I FINALLY UPDATED! Like I've stated in other stories, its very stressful here but I do try to make time for my fics!! I've got LOADS of plans for this story! Tis all coming along SLOWLY but it's coming... anyway... ENJOY!

TUNE IN NEXT TIME ON! TRANSFORMERS; THE UNWANTED!!!!

-working on the next update already-