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: Okay, this one took me longer than it should have. You can blame an anime convention, a few other things for the lateness of this update, but mostly I'm finally finished my first book. It will be published sometime this spring depending on circumstances. Further information will be given at the appropriate time. Forewarning: there is a lemon scene, so if you are offended by such things, please skip it, or avoid reading this chapter all together.


Rise of the Predacons

Chapter 8

There were many things that Jack knew he could not remember, many things that he wished he had a firmer understanding. Right now, he was really wishing he remembered when the hell Starscream could turn into a frecking giant mass of metallic muscle! The armored Decepticon came right at them with a wicked laugh and almost snatched Airachnid up in his bulky hands, but the egomaniac did not take into account his own size and the size of the lab he was in. His head scrapped against the ceiling and jerked his head back some, just enough for Airachnid to jump away and re-fold her spider legs to her back, giving her more maneuvering room. She crotched down on her bipedal legs and pivoted next to Jack, then sent out a mental command to all Insecticons that there was an intruder in their base.

Jack must have known she had done that as he told her quickly. "Tell them to tunnel in here! There's not enough room for any of us to maneuver easily!"

"Oh, that won't be a problem for me, whoever you are! I have no problem leaving a few dents in my base when it comes to squashing some vexatious vermin!" Starscream jeered as he started to stalk over to them.

Jack roared and charged at him and threw a fist back and with all his might he launched it right at Starscream…only for it to be caught by Starscream's massive sized hand, halting his arm in an instant. "Wha…?"

"You can't match the strength this armor provides. If you actually knew what you were dealing with, you should know that you just made a very grave mistake!" Starscream taunted with a sinister smile as he tightened his fist and Jack started to cringe in agony as his hand started to twist and cave in under the crushing grip.

"Jack!" Airachnid screamed and much to her own shock, she leapt without thinking of the danger and landed right on top of Starscream, her spider legs shooting out and stabbing at the arm joints and folds between the plated armor, trying to seek a weak point, her clawed hands scratching at the glass dome protecting the Deception's face.

"What the? Jack?" Starscream uttered, ignoring all of Airachnid's attacks and stared down at the black transformer. "Wait…that's the name of one of the human children that aids the Autobots? It can't be him!"

"Let go of my Jack!" Airachnid hissed madly and doubled her efforts, only to be swatted off with a sharp backhand from Starscream.

He started to chuckle deeply when he saw her crash against the wall and looked to be in pain, but then he stopped when the arm he used to constrict Jack's hand started to move against his will. "What?!"

Jack's optics were blazing with anger and in his fury induced state, he used all his strength to twist Starscream's arm. His servo joints screamed and sparked against the strain as he slowly started to get the arm to turn, shocking the Deception that he was even able to do that. Jack took advantage of his shocked state by quickly twirling in under the arm and letting out another furious roar, he tried his best to toss the bulky juggernaut over his shoulder. By then, Starscream had recovered when he felt his feet starting to actually move off the ground and he snapped his free hand around Jack's head and lifted him with ease off the ground and tossed him aside.

"You're quite the strong one, aren't you?" Starscream growled and started stalking over to where Jack had fallen.

Just as he was halfway to Jack's location, the ceiling above him suddenly peeled back and clawed, metallic hands snapped down and grabbed for Starscream's head and shoulders. Four sets of Insecticon arms had managed to get a grip on the armor frame and started to pull upward, not caring that they were destroying themselves just with the strain alone of lifting the heavy mass. Starscream started to reach up and yank them apart, but the smarter ones grabbed his thick arms after he managed to rip some of their limps off. They grappled around him and continued to lift him up through the roof tunnel they burrowed and soon they were outside of the ship. Kickback appeared out of the mass of Insecticons and with a mighty kick with both his feet, he knocked Starscream off balance and he rolled off the ruin side of the ship.

He thrashed his arms and legs about to try and stop himself, but his oversized weight built up too much momentum for him to stop until he rolled onto the rocky terrain that surrounded the ship. Right as he was getting back up onto his feet, he was blinded by a sudden red beam that slammed right into the face of his armor. Screaming in shock, he fell back and cringed as he wasn't sure what just happened.

His optics readjusted himself to fix his vision. Once he was able to see again, he saw Jack storm out of the ship with his Thermo Cannon, as he had dubbed to call it, pointed right at him.

"Damn, that armors' tough!" Jack exclaimed, having expected his weapon to work on it.

"It's the Apex Armor, my dear Jack. It's completely indestructible…how that coward came across it is a wonder, but it's extremely powerful and that makes Starscream a real threat…for once," Arachnid commented with a snide grin aimed at the Decepticon.

"How I've longed for the day that I could rip out that annoying voice-box of yours, Airachnid!" Starscream cursed.

"The feelings mutual! My minions, attac-!" she was paused from finishing her order when Jack raised his hand.

"If that suit of armor is indeed as powerful as you say, then we'd be wasting our only soldiers on a meaningless fight," Jack said quickly. "We need to find a way around that armor before we just throw ourselves aimlessly at him."

"I—!…You're right. That armor cannot be trifled with. You are wise to point that out, my love," Airachnid hissed somewhat out of frustration. She wasn't mad at him for stopping her, she was just furious that someone like Starscream had actually become a lethal threat. "What do you suggest we do, then?"

"Make the most of that web you love to use," Jack replied with a grin.

Airachnid smirked up at him and rising up on her spider legs, she dashed around Starscream and began firing off streams of her webbing. Starscream had begun talking in his mocking way until the webbing covered his entire vision, causing him to panic and try ripping the stuff off him. Airachnid then started to shoot more webbing at his limbs and held onto them as she ran around him as fast as he could, tying up his legs to limit his movement. Jack smiled at the beauty and skill his partner put into using her favored weapon and took that moment to admire her as she nearly had Starscream cocooned…but then his smile faded from his face when Starscream jerked one arm free and grabbed the strand of webbing Airachnid was using and yanked her close, snatching her up in one hand.

"Got you, you wretched spider!" Starscream exclaimed and the servos in his hands whined loudly as he started to tighten his grip around her body as he finally got some of the webbing off his face after freeing up his other arm. "I'm going to squash you like the insect that you are, Airachnid! Please, do, scream as loudly as you can. I would hate to have missed it, so that I may lull myself to sleep with the memory!"

Airachnid unwillingly did as he wanted. Her voice-box nearly overloaded itself from the piercing scream that came out of her as she threw her head back. Jack ran into action and began charging right at Starscream, only to slide to a halt when the Decepticon placed her right in his path.

"Go ahead, Jack! Try and be a hero. The moment you come any closer to me, I'll snap her right in half!" Starscream threatened with a sinister smile.

"Let her down, Starscream….and I promise you'll get to walk away from this," Jack growled lowly.

"I think not…" Starscream replied and began to slowly crush Airachnid again. "I'd rather see this slagging spider's Spark go offline, and then I plan to do the same to you and all these wretched Insecticons before I do anything you'd want me to do."

Jack screamed in protest and tried to dash up and free Airachnid from her captor. Starscream quickly punched him back and he crashed painfully on his side, some of his already strained servos started sparking more as he tried to move. His rapid-regeneration wasn't healing his injuries fast enough for his liking. He willed whatever caused that process to go faster and he forced himself back up starting to aim his weapon and paused when Starscream once again used Airachnid as a living shield.

"Say good-bye, Airachnid! I'll give you the satisfaction of looking at your partner before I send you to the Pit!" Starscream said and then reared back his head and laughed cruelly.

"…J-Jack…help me…" Airachnid wheezed out, a pool of energon creaked out of her left optic and ran down her face, imitating human tears.

In that moment, Jack felt something switch inside him. The sight of Airachnid dying had pushed Jack's recovering psyche to a place dark and primitive. All his systems suddenly flared up, alerting him that he now had full access to all his functions, but he ignored all that. His rage began to build and without realizing what he was doing, his body began to transform…

"What in the All-Spark?!" Starscream uttered as he witnessed the black transformer begin to change.

He did not see Jack turning into a vehicle. What he saw instead was his body transform into something with wide unfolded wings as they unfurled from his back and his torso started to lengthen upward, giving his body a longer, slender body and his head disappeared into his shoulders as the draconic chestplate on his chest came up and a long, thick neck rose up and extended out a long wide jaw. His arms bent inward as his hands vanished and the talons on them folded out to replace them, leaving huge wicked taloned feet. His legs bent in two places as they curled, staying mostly the same as his feet only bent enough for a better support angle for his legs. His arm-mounted weapon unattached itself and somehow worked its way behind and re-attached itself to his back of his pelvis as it opened up to give his thick back legs a wider spread. It uncoiled like a whip and thrashed back as it became a thick, spiky plated tail and the spear-tip end extended out and spun like a drill as it unfurled into six rows of blades. The dragon head's eyes glowed the same purple optical lighting and the creature that now stood there let out a roar that shook everything around it.

Starscream could not in his wildest dreams suspect such a powerful roar, feeling it shake straight through even the legendary Apex Armor as it forced his body to vibrate from the reverberating force of the roar. "What the slag is that!?"

"Perfection…" Airachnid said weakly as she roamed her optics over the beautiful, fearsome beast her Jack had transformed into, not at all caring that her audio receptors were almost shorting out from the volume of the roar.

The beast that once was Jack dipped his head down and began to growl deeply in its throat. Its transmetallic hide shined like glittering, liquid obsidian against the setting sun that was falling behind the rock cliffs. Its claws dug cleanly through the rocky ground as it started to circle around Starscream. Its reptilian optics narrowed as if in deep contemplation as they studied its prey, leaving the ex-second-in-command of the Decepticons feeling a sense of dread as to what the beast might be thinking.

"S-Stay back! I have a hostage!" Starscream reminded as he thrust Airachnid between him and the beast that kept eying him darkly.

The beast snapped its powerful jaws slightly and its long, thick throat began to coil back and then it let loose another roar, but this one was different from all its others. The roar it let out seemed concentrated and it vibrated through the air like a sonic beam and slammed right into Starscream, knocking Airachnid too, but the force that struck her freed her from Starscream's grip and she flew raggedly through the air. Kickback was suddenly in the air and he caught his queen in mid-air and landed her safely away from the combat zone.

The beast had watched this happen, its deep, piercing gaze followed them until it saw she was out of harm's way, and then it turned its horned head back to Starscream and a deeper growl escaped through razor-sharp fangs.

"You impertinent lower life-form! I'll make you suffer for this disgrace!" Starscream vowed as his wits came back and started to charge his great size right at the beast.

Just as he neared him, the beast's tail whipped around it as it twirled its body. The tail spun like a drill and kicked up a large cloud of dust and hid its frame from sight. Starscream stumbled into the cloud and swung his arms wildly about where he thought the beast was. His fists connected with nothing and he gulped back in fright as he could not see where he was in the dust cloud.

"Come on out, you coward!" Starscream taunted with a shivering voice.

Something struck the back of his left knee servo and he collapse down on that side. Another strike struck him right in the domed face, a trail of hot, red sparks flew where a set of claws would have gouged off his faceplate. Starscream flinched back in fright with a wimpy howl, screeching from his voice-box, and tried throwing his arms around randomly, hoping to land a blow or get a grip on the thing. Once he had a firm grip on the thing, then he could easily start tearing the monster apart with the strength the Apex Armor provided him. If he could just see the blasted creature through the infuriating dust cloud. The thing called Jack was testing him, he knew this, trying to buy time to find some kind of weakness in the Apex Armor to get at him, but he'd never find one. This armor was created by a Prime, thus there were no weaknesses. That fact did not seem to matter to his opponent, though. Claws and bladed tail continued to pummel against his body, growing with more force as Starscream started to feel rattled inside the suit. He wasn't sure when the accursed beast was going to give up and stop whacking at him so meaninglessly; it was only proving to be completely futile.

The dust cloud started to finally dissipate and Starscream sighed in relief as he could now see where he was again. He quickly darted his optics around, trying to find the creature and he found it standing ten feet right in front of him.

"So what now you mindless creature…" Starscream said thickly as he clenched his fists.

The beast snarled back metallic lips to flash its razor sharp teeth at Starscream. It took a fraction of a second for the Decepticon to realize the thing was actually grinning at him.

"Look behind you," the creature spoke, jerking his long head some to where he meant.

Clueless and shocked that the creature could still talk, Starscream glanced over and saw he was standing right at the edge of a very steep cliff. "What the!? When did we…?"

Then it clicked in his processors. All that slashing and smacking around that Jack had done was to lead him right to this spot.

Jack smirked evilly at Starscream. "How are you with heights?"

"Oh…slag it all…" Starscream uttered as his shoulders slumped.

Jack reared back his head as his throat started to expand somewhat, signaling what was about to come. Opening his long maw and expelling a thunderous roar, a blast of concentrated sonic vibrations fired, and like before, it sent Starscream flying and sailing over the edge of the cliff. Starscream could do nothing as he flew helplessly down, just as he did when he was sent down to the bottom of the freezing ocean of the artic, except there was no water to slow his fall. Gravity sent him spiraling out of control down like a rolling boulder, crashing hard at the bottom of cliff. His optics and processors were spinning madly, feeling that the armor hadn't completely absorbed the force of impact, leaving him dazed.

It soon passed and he started to try and sit up while looking up to see Jack glaring down at him. "Was that it? Pushing me off a cliff? You sorely underestimate the power of this armor!"

"You appear to love that suit of armor so much, Starscream. It'll do nicely as our coffin!" Jack shouted down at him.

"What?" Starscream replied in confusion and then widened his optics in terror when he saw he had landed not too far from the edge of the cliff.

Jack started thrashing his tail, beating it as hard as he could against the cliff and started blasting away what he couldn't with his tail with his sonic roar, loosening the rocks and sending them tumbling down. The cliff gave way easy to his violent rage as he backed away when he sent almost the entire side of the cliff down on top of the screaming Decepticon, burying him alive. The suit would keep him functional as he doubted he'd be able to kill him with this landslide, but it would get his point across to Starscream to never underestimate him again. He snarled down as the rocks piled up and roared down at him.

"Never return, Starscream! The suit will not help you forever! I will destroy you the next time I see you, you've been warned!" Jack vowed and with a snout, he turned away and started making his way back to the fallen ship, running on his four limbs to get back to Airachnid, praying she was all right.

He started to gain some distance and remembered that he had wings that worked now. Deciding to give them a try he unfolded the bladed wings and willed himself to start flying. His body replied to his wish and the curved horns on his shoulders and the back of his rear legs opened up to expose thrusters that started to burn with a purple flame. His body started to lift off the ground and his wings caught enough wind support to sail him high up. It took him a moment to stabilize himself as he got up, trying to figure out the best method to control his flight. He bobbed and almost crashed back down, but he soon started to understand how to move his wings to guide him where he wanted and how to use his tail to balance out. Once he got the knack of it, he was soaring quickly back to the Harvester.

A part of him, something of the old Jack that was slowly being lost to the powerful being he had become, awed at the transformation is body had undergone and an ecstatic thrill rushed through him as he flew under his own power. He practiced a few aerial maneuvers as he rushed back to the Harbringer, making great time and seeing the Insecticons hovering around Airachnid protectively as she leaned against a boulder.

Her optics brightened in recognition when she heard her partner roar to announce his return and he landed somewhat roughly at the foot of the Harbringer's mangled entrance, his claws digging deep into the rock and dirt, until his thrusters died down and folded back into their original state. He trotted over to her, not caring that his form had towered over all the Insecticons, who all cowered away from the fierce beast among them, and stood before her and lowered his head down to her.

"You are magnificent, my Jack," Airachnid murmured softly as she reached up to stroke his metallic-scaly nose, receiving a pleasing near-purring sound emitting from him.

"Are you all right?" Jack asked out of concern.

"My systems are still mostly functional. Just a little framework that needs to be dented back into place, but my onboard repair systems are already correcting that," Airachnid replied and continued to pet his head. "What a beast you are, my Jack…what do we call this form?"

"This is what humans call a 'dragon'. It's a fearsome and powerful mythical creature that was said to breathe fire and terrorize the old world," Jack said.

"Then it truly is a perfect form for a king to possess," Airachnid complimented, admiring her own handiwork at creating this techno-organic being of perfection.

"It was also said that dragons loved to take virgin maidens back to their caves and to be devour to appease them from unleashing their rage upon the people," Jack said with a husk tone in his voice-box.

Airachnid raised a non-existing eyebrow as her left optic widen more than her other. "Oh? And just what how would the dragon devour this virgin maiden?"

Jack moved his mouth closer to her and let a forked, metallic-like tongue slither out and lick her neck teasingly. "The good kind of devouring." He purred into her audio-receiver.

Airachnid felt her inner parts shiver.

Jack thought to himself on how to change back to his robot form and felt his body comply as his body began reconfiguring itself to take on the form he was familiar with. He did note that his wings appeared to move as he wished now, extending out or folding back in as he wanted like another pair of arms. He ran a full system analysis, not really sure how he knew how to do that, only that he did. It was faster than he ever expected and he now had a full understanding of how his body worked and he smirked inwardly once he did. He placed a hand on Airachnid's shoulder and gave her a knowing look.

"Third times the charm they say," Jack said suggestively.

"Then by all means…let's not waste any more time. I'm really getting impatient, my love," Airachnid moaned as she pressed her body against his.

No longer caring to say anything, Jack picked up his partner in a bridal-style and carried her once again into what remained of the Harvester. He stalked past the Insecticons, not giving them any mind as they were all too busy trying to make repairs to the damage the skirmish had created. He did not go back to the laboratory, as the room would be no doubt swarmed with Insecticons patching the huge hole that was created to drag Starscream out of, and he did start to feel that that room was jinxed in some manner. So he marched throughout the ship until he found what Airachnid had stated was the captain's personal quarters. Feeling it only felt right to lay claim to the room, Jack entered the quarters and was pleasantly happy to find the room could accommodate his considerable size, letting him actually stand completely upright.

There wasn't that much in decorative sense to the room, but it did have the markings that depicted it from the more common rooms, and the berth that was used for resting was very wide and spacious…perfect for what Jack had in mind. Upon seeing the wide berth herself, Airachnid hissed happily and stroked her soon-to-be mate's broad chestplate.

"Mmm, this is much more to my liking, my dear Jack," Airachnid said approvingly.

"Don't get too cozy with this room as it is. Once we have collected enough Energon, I have plans to make this a more fitting base for our kind's needs," Jack stated as he approached the berth and laid Airachnid down on its flat surface.

It was almost akin to a master-size bed if he thought about it in human terms. It had enough space that maybe could fit four transformers on it, and it only made him wonder just how big the captain of his vessel had to have been to have such a huge resting berth. His resemblance of the berth was strengthened when Airachnid began to crawl on her hands and knees on top of it, much like a human woman could as she began to prowl like a feline on a bed. She swayed her hips and waved her rear-plates up at Jack as she circled around and then wagged one clawed finger at him.

"Come here, my darling and reap your justly earned reward," Arachnid said alluringly, running one hand up and down her inner left thigh.

Jack needed no more encouragement as he moved onto the berth and moved to settle down beside his dark beauty of a bot. She swooned up against him and as she did, her chestplate opened up, letting her new soft assets giggle free from their confinement. Already, the small nubs at the end of her breasts were hard and extending out toward him, showing just how excited she was. Too impatient to take subtle foreplay into account, Jack reached down and grasped one of her breasts and squeezed it roughly. Airachnid gasped sharply and arched her back some as her body was flooded with pleasurable signals coming from the contact. Grinning impishly, she looked right into his optics, daring him with that look to do more.

And more he did.

With a quick flip onto her back, he pinned her down and with one hand, he tied her wrists together and raised her arms over her head. He wasn't sure why he did it, just thought it would be a good idea. Obviously it was as Airachnid began hissing delightfully at the force he was using to make her submissive to him. Both knew that she never would allow herself to be seen in such a vulnerable position were anyone else around to witness. This was her gift to him, to show that she was serious enough with him to allow him to dominate her in this fashion. Now that Jack had her like this, he felt that he was missing something, it was only after a second that he remember the most important thing and what he hoped was what Airachnid had been looking forward to for the longest time.

Gazing down at himself, he let his mind process just how it would work and just by thinking of it, his armor in front of his codpiece began to retract just enough to allow an appendage he was very familiar with to extend out. Its length and width was of considerable size and for a human female, such a tool would be impossible to even attempt the kind of act they were about to commence, but for a transformer of Airachnid's size, her framework would be able to handle it. The end of the rod that began stretching out into the air was very similar to a male human's, as his upgrade appeared to have only increased the size of his original reproductive organ rather than warp it as it did the rest of his body. The pseudo-skin that pulsed around it was surprisingly purple, contrasting his entire black outer shell, much like Airachnid's 'skin' where her armor was a bit thinner. It pulsed brightly as veins of Energon circulated through its length and left the end of it humming with a soft hue of light. Looking down past his glowing rod, he saw that he retained two scrotum-like sacks that hanged freely underneath the rod, pulsing and twitching in anticipation.

Airachnid found the interior of her mouth salivating at the sight of his member. She was very eager to get her hands around it and give it a squeeze to study its texture and function, but Jack's strong grip prevented her from moving them. Sighing somewhat in frustration, she leaned her mouth toward the member, her optics wide with need. Seeing her reaction to his dick, Jack smirked in pride that he had her in such a state just from seeing it.

"Don't worry, my dear…you'll have all the time you care for to play with it," Jack promised.

"Then let me play with it now, my Jack. Please stop teasing me," Airachnid said, almost begging him so.

"Not until I see just how well you can perform with just your mouth on it," Jack replied and started to position himself right above her chestplate, letting it dangle and smack her left breast once to get her revved up more and to hear her whine.

She obliged him with the latter and arched her frame up to let his dick settle in between the crevice of her chest, immediately feeling that it belong right there on her body. Jack started to grind his member between her breasts, his optics expanding widely as the rush of pleasure raced up his body. Obviously his pleasure receptors had been set for a high setting where's his pain receptors were barely noticeable, it just let him know that what he was doing was completely divine. Airachnid watched as patiently as she could as her lover pleasured himself with her new soft appendages, finding she enjoyed the act as much as he apparently was. She did know that he was moving the end of his dick closer to her faceplate with each thrust and her processors replayed a certain part in her databanks of the humans she had observed mating. She understood what Jack wanted to try and with her new tongue and taste sensors, she was all too eager to see what it would be like. Once he was within range, she opened her lips around the tip of him and waited until it slipped further into her mouth. Her tongue must have understood what function needed to be applied as it twirled on its own around the head of his glowing dick, letting her taste him in a whole new way. Her tongue had alerted her that there was some kind of fluid leaking out from the end of his member. She moved her tongue more around the slit of where it was coming out and she almost melted at the delicious taste that sent her sensors tingling.

With her limited knowledge on taste, she knew that this was going to become her favorite flavor and she would see to it that she got a daily dose of it, even if she had to get it by force if necessary. Jack seemed to like what she was doing as a quick glance up after hearing him moan, she saw him rolling his head back and his optic's closing. Smirking at the reaction she was getting from him, she rolled her tongue over the head of him and wrapped her lips tightly around him. He started to rock his pelvis a bit and Airachnid responded by taking more of him into her mouth. It was a strange and oddly thrilling feeling for her to have something as large as his member sliding in and out of her mouth, where's before the only thing that pass through her lips was Energon, now she had something else just as enjoyable working its way into her mouth.

What was even stranger for her was that her mouth was pooling up with saliva that coated her tongue. It was different from her acidic 'drool' she would leak when she got excited during a fresh kill. This new drool coated her entire mouth and around his member, allowing it to slide easier in and out and almost down into her throat. Some of the liquid began pool out of the corners of her mouth, dripping down her neck and somewhat on her bouncing breasts. She purred in her voice-box, not aware that this had an added affect as Jack groaned from the vibration. The sound he made caused her codpiece to quiver in a way she really liked. This caused her to purr more and move her head back and forth as he moved his hips, licking feverishly when only the tip piece of his dick brushed her lips.

"You've done something this before, haven't you?" Jack remarked after thrusting back into her mouth, then slowly pulling it back out.

Airachnid smiled seductively up at him, stopping his process when she gently placed her fangs on his tip, then kissing it lovingly. "I did some studying on human mating…I am a girl that likes to do things right the first time." She then raised a non-existing eyebrow at him. "This isn't your first…what's the human term for this…?"

"A blow job…and yes, I think. I don't remember much but I'm pretty sure that I'd remember someone doing this for me," Jack answered.

Airachnid nipped a bit at his tip. "I better be the first…"

Jack hissed some as she punctured the pseudo-skin, warning him that he was actually pretty sensitive in that area to both pain as well as pleasure. This was easily ignored as his healing factor instantly repaired the tiny holes faster than a neo-second, but it did stimulate him in a way he founding to his liking.

Airachnid caught the reaction and started nipping again at him. "Mmm, someone likes it rough."

Jack licked his fangs as he locked his optics down on her. "Maybe."

She continued to nip and lick and kissing his dick, relishing the taste of Energon from her puncture marks and the juice that continued to leak from the end of his dick, making her taste sensors buzz tantalizingly. This treatment was making his member throb more and he started to feel a pressure starting to build up. He groaned as he bit down on his back teeth as it continued to build. He was familiar with it somehow, guessing that somewhere in his old life he had experienced this feeling before, but he could not remember what he might have done to be this knowledgeable about it.

What he did know was that he needed to warn his lover before it got too much. "Ah…I'm almost there!"

Airachnid paused and looked up at him curiously. "Almost what?"

He groaned when she stopped, disappointed some as he was almost about to release the building load in his scrotum. "I'm about to cum...!" he almost panted.

Airachnid's eyes flickered brighter and she attacked his member with fervor, wanting to see him unleash his genetic material. She kissed and licked at his member at the same time, biting down more to leave tiny puncture marks all along his length before his healing ability repaired the minor damage. The slightly painful and pleasurable sensation finally began taking its toll on him and Jack felt his climax rushing out and catching Airachnid by surprise as he came all over her faceplate, with only some of it squirting into her opened mouth.

She halted as she watched the member continue to coat her faceplate with the strange gooey, slightly-glowing substance shooting out of his dick. It was fascinating to see how his member pulsed even brighter, the veiny trails of Energon pulsing around his dick like glowing webbing. Curious, she moved her tongue over the genetic material that had gotten into her mouth and she found her throat working on swallowing it down. She quickly analyzed the substance as it worked into her system, breaking it down to its basic compounds and finding it had traces of Energon mixed in with the more organic material that now started to work its way through her body, feeling rejuvenated as she did after consuming normal Energon. In response to the new substance, her body began to glow a bright purple around the lining of her armor and her optics, then she felt her lower regions start to leak.

"Oh, P-Primus!" Airachnid moaned as her body rode the sudden energy boost, using her tongue to lick up more of the fluids that was dripping down her faceplate.

"That make you cum already?" Jack said in awe, loving the sight of her glowing, squirming body, releasing her wrists to let her enjoy the moment.

"Mmhmm," Airachnid replied as she used her fingers now that they were free to wipe off what she couldn't with her tongue and then lick them clean, staring at his member in a whole in light. "It seems that stuff you sprayed me with has a very unique affect to my internal systems…it's almost like a supped-up formula of Energon."

"So it's good then?" Jack surmised as he gave her a cocky grin.

"You're giving me more of that whenever I want it, got it?" Airachnid stated as she wrapped a hand around his length a stroke, earning a moan from her lover and getting more of the delicious fluid out of him, which she quickly wrapped her mouth around and licked him clean.

"Ah, yesss," Jack hissed and stroked her head.

She worked her mouth vigorously around his dick, stroking it as felt like it was deflating somewhat, but quickly returned to its firm, pulsing status after she was done.

"That's how I like this to be, hard and ready," Airachnid stated huskily, nipping up and down its length. "Let's see if we can't get some more off of it…"

He reached down and stopped her, making her give him a puzzled expression.

"I've got a better idea…" He grinned mischievously.

The look in his optics sent a thrill through her Spark-chamber. She watched as he started to crawl down her until his faceplate was positioned right in front of her codpiece. She instantly remembered that he had been eager to inspect that area the last time they played around. Now that they seemed to no longer have any further interruptions, they both could explore what might be found there. He saw that she was leaking heavily through the slits around her codpiece, streaming freely down her thighs. He ran one clawed finger down the middle of the codpiece lightly, looking right up at her as he did.

"Let's see what we can find here," Jack said huskily and leaned down to the edge of her codpiece and licked at the juices coming out around it.

Airachnid trembled as he began cleaning her and raised a hand up to her breast and squeezed it painfully, enjoying the pain and pleasure that raced through her body. Jack continued his cleaning process, licking up the almost sugary tasting juices, deciding it was extremely delicious and his own body started to glow as her's did after she consumed his cum. Airachnid wanted him to please her more down there, feeling something growing very hot behind her codpiece and she wanted to vent it somehow. That triggered the codpiece to begin opening, just as her chestplate had to expose her breasts, it now exposed a whole new part of her. As soon as the plating had moved a small amount of the juices that had been leaking poured out onto the berth, pooling underneath her now that it no longer was restricted. Jack's optics widened in exhilaration as he stared at the source of where all the tasty fluid was coming from: a vagina. Airachnid had a vagina exactly like a human female, from her wet, glimmering folds to the shiny little purple button that made up her clit. Carefully, he reached out with a talon and parted open her vagina, looking deep into her sex to see that the interior was just as fleshy looking as an organic' creature's. There was one major difference however. All along the interior walls of her sex, there were pulsing streams of Energon lighting up her insides, letting him get a clear view to of the deep places inside her, letting him see she even had a hymen like other females.

"Truly, this is the most beautiful sight I've ever laid optics on," Jack said with heat just before he moved closer and trapped one of her nether lips between his and suckled on it.

Airachnid was not ready for the surge that shot up her body, straight into her Spark-chamber. Her pelvis jumped right off the berth and she howled uncontrollably, racking her claws over the surface of the berth, shooting up sparks as they grinded against the metal. "Ah!"

"The lady liked that, hmm? Let's see what else she might like," Jack teased and moved to suckle on her other swollen, semi-glowing fold and let his tongue slip out to stroke her entrance.

Airachnid almost shot off the berth once again, but Jack had been ready this time and pinned her down with one hand over her mid-frame, pressing her down on the berth while he worked on dragging his tongue over and over her new vagina. It didn't take too long for Airachnid to feel the familiar clinching around her abdomen before she experienced an orgasm and without her codpiece blocking the path, her juices erupted all over Jack's jaw. He just got his mouth down over it and swirled his tongue around as he licked up as much of her cum as best he could, resulting in his body glowing brighter. The action his tongue was causing had caused her to have another orgasm, then another, leaving her entire body in total ecstasy, a world she was only familiar with when she caused pain to an Autobot or whatever alien species she was hunting down to extinction at the time. This type of ecstasy was ten times better than any kill she had made; not that she still found the idea of ripping the beating heart or Spark-chamber out of whatever unfortunate soul that had crossed her wrong. It just meant her exotic hobby was now placed in second to this mind-blowing act her lover was showing her.

"M-More! More, my Jack! I want more!" Airachnid shouted through the growing lust.

"Anything you want, my partner," Jack said softly, gazing at her with endearing optics as he rose up to tower over her.

She saw what was to come next and she bit her lower lip in excitement. Jack was moving himself so his dick was hovering before her groin, using the head of his member to stroke around her folds to gather up some of the juices to lube himself up with.

"Yes! Insert it in me, my Jack! I want to know what it feels like to have you inside!" Airachnid said frantically, reaching up to claw at his chest, clawing his scaly chest up.

In the lustful state he was in, her claws only drove him more with need. The pain only added to spice the moment and in complete abandonment, he grabbed her hips and placed the tip of himself just slightly inside her entrance.

"This will hurt at first," Jack warned.

"Make it hurt as much as you can," Airachnid replied immediately, licking her fangs at the thought of the pain to come as it was quite a turn on for her.

Jack just gave her a feral smile. "You are such a masochist…but that's perfectly fine with me!"

In one fluid motion, Jack buried his entire length deep inside Airachnid, feeling her hymen rip against the tip of his dick as her insides tighten greatly around him, only to start stretching out to accommodate his size. The sudden intrusion and a white-hot pain that sizzled up from her pelvis area sent Airachnid screaming with both agony and lust, her optics were as wide as they could be and her spider-legs extending out reflexively to claw at the air and scratch up the surface of the berth, leaving deep gashes in the metal. Her arms had wrapped around Jack's body and her talons dug into his sides, letting her feel his interior and wiggling them as her body rode the mixture wave of pain and pleasure. The feel of her claws inside her lover only turned her own more and she climaxed all around his member and drenching them both.

Jack had not expected her to dig her claws in and was actually flinching greatly in pain, but he would repair once she pulled them out, so he didn't stress over them too much. His systems were all still in working order so she didn't impale anything important by accident and he couldn't blame her for lashing out, as he practically tried to rip her right in half from the pelvis up. Her tightness around his hard dick helped offset the pain, letting him enjoy both sensations while her body adjusted to the penetration.

"N-Never...never felt anything like this before!" Airachnid moaned deeply, pushing her claws slightly deeper into his body unconsciously.

Jack continued to smile down at her. "This is nothing compared to the ride you're about to get!"

In her hazy state, she did not quite understand his meaning, until his hips began to move. She cried out as her walls shifted around him as he pulled out, then only to scream again when he thrust back inside her with enough force to make her back scrape across the berth, kicking up sparks as she moved. "YES! PRIMUS YES! Fuck me like that, my Jack! Fuck me!" she pleaded desperately.

Jack obliged her wish and set himself to keep on ramming his entire growth deep and hard inside her quivering interior. She obviously loved the pain along with the pleasure and it would only stood to reason she would want as much as she could get from this experience. He kept this pace even after he was sure Airachnid kept on climaxing around him, tightening painfully around him as her walls convulsed after each one and slightly hampering his progress. It just made him push harder inside her and started to move faster against her pelvis. She greeted each one of his thrusts as best she could by rising up her hips instinctively.

This was more than she ever imagined in her long existence of every feeling and now she never wanted to be without it. This new level of pleasure was completely foreign to a robotic alien like her, and now she could only envy and laugh at what her kind had been missing out on. Megatron thought Cybertronians were the most superior beings in the entire universe…well, he was fucking wrong!

Her entire race was completely ignorant of this astonishing process. The pulses that rocked her Spark-chamber and down her body as she kept on having an orgasm paled to anything her kind could ever hope to experience. This…was phenomenal! Sex was more than just a process to reproduce, it was a huge emotional and sensational experience and she actually respected humans for treating it with such reverence as they did with all their videos and photography she had seen on the internet. It never made much sense why they exposed themselves so much or why some humans revolved their entire life around engaging in this process, but now it all made perfect sense to her. This was the greatest thing she could have ever tried to do and she was going to make it last as long as possible.

She was in for a bigger shock though as Jack was finally reaching his limit. After driving himself into her tight, hot, vibrating core for what might have been a full hour, he was getting ready to explode and this time, it felt even bigger than the last one. He warned Airachnid that he was close and all she did was scream for him keep fucking her. He did his best, holding back for another ten minutes and then he could no longer hold it back.

"I'm cumming!" Jack roared thunderously, shaking the room and the berth they fucked on.

"YES! Let it inside me! I want to feel it inside me!" Airachnid exclaimed in a near insane pitch, throwing her legs out as wide as they could spread and squeezing both of her breasts after unlatching them from her lover's body, staining her chest with his Energon.

The exotic sight her body was in now had done it for Jack. Wrapping his hands around her petite mid-frame, he lifted her half-way up off the berth and slammed his complete length into her soaked insides and fired hot, almost endless streams of cum deep with her pussy. Airachnid found her voice-box could reach a new pitch and her optics started to go blind as her body started to light up where there was folds and slits in her armor. Jack's body matched her glow as his own was pulsing in response to the enormous orgasm they shared and he nearly collapsed down on top of her. He just barely caught himself and tried to remain up on his shaky legs, his servos quaking more than he would have liked to trust, until he was able to move enough to lie down next to Airachnid on the berth.

It took a moment before her optics could see again, completely high on the rush that sparked throughout her entire body and panted heavily. "…By the Pit…I-I cannot believe it was that intense!"

"Neither did I," Jack replied somewhat winded sounding, finding he was panting himself, even though neither really needed the air.

She wrapped herself as best she could around Jack, keeping him buried inside her as she did; not wanting to lose the filled feeling it gave her to have him there. "Of all the galaxies I've explored and the creatures I've…played with…this, this beats everything I've ever done." She moaned happily.

"I have to agree…even if my own experiences feel short from what I can remember," Jack replied, and for the first time since he awoke into this strange new life, he didn't care about remembering them. He just wanted to bask in this afterglow that radiated inside him as he gazed down at her with a determined look. "I want to fill in that loss with the memories we are going to make and have made." He caressed her faceplate lovingly. "I want to remain with you, always…"

She placed her hand over his and smirked up at him. "I will see that we are always together, my dear Jack. No Decepticon or Autobot is ever going to take you away from me…" she vowed while secretly adding. 'Not even that fucking motorbike Arcee…I'll be slagged for spare parts before I let that bitch take back her partner…He's mine now…and will always be mine.'

Completely unaware of her thoughts, or caring for them, Jack began to move and she felt his dick starting to harden again inside her.

"Up for another round?" Jack said.

"If that's a challenge…don't stop even if I break!" Airachnid challenged with glee and rolled until she was on top of him, and the two began again.


A rift appeared as a swirling portal opened up near the planet Mars, it glowed near one of the moons that orbited the red planet. A ship vessel slowly breached the portal and it sailed onward and away from the red planet, its course locked onto the next planet closest to it.

Sitting inside the vessel's bridge, the commander of the ship glared out into the void as he relaxed in his seat. "Helmsmen, is this where you located her last known course?"

The one he had spoken to looked up from his console and nodded. "Yes, sir! This was the last known location her vessel had been heading for. It's also known that there is one planet in this solar system that might have caught her interest as it has been reported to be home to a sentient organic-based species."

"That sounds like what she'd be after all right," the captain murmured. "Set course for the planet and we'll begin our investigation as soon as we've landed."

"Sir…I must warn you, this planet has been reported have Decepticons…and Megatron himself!" the helmsmen reported cautiously.

"I don't give a damn if it was Unicron himself! Nothing will stop our mission…nothing," the commander said with steeled conviction. "We cannot allow her to risk spreading her infection, if she hadn't already. We've just been fortunate so far that she's been more determined in killing every living thing she's come into contact with."

"And if she has started infecting?" the helmsmen questioned.

"You know the answer to that already…we wipe it completely out, no matter what," the captain stated sternly and with a tone that ended the entire discussion. He brooded quietly as he brought up a holographic image of the designated planet and frowned deeply. 'If she has indeed began giving into her nature…and even if it means sanitizing this entire planet of life just to kill her…so be it. I will not let you live another moment longer…Airachnid!'