Authors Note: Okay, before you read this story, let me tell you this. I have a art class, and one day we were assigned to draw something impossible. Guess what I drew? A crying human Blackarachnia. Of course, no one else in my class is a TFA fanatic, so to them she was just an angsty spider lady.

Anyway.

Later on, after this assignment, we got another one. Only this time we were supposed to write a short story about our Impossible art. I panicked. How was I supposed to write a story that was to be read out loud to bunch of hormonal teens that don't even know who Optimus Prime is?

So in the end, I decided to change names a little bit and alter how the story would be perceived by my classmates. So, yes, I know Elita's full name is Elita-one and Arachnia's name is Blackarachnia. I also know that I probably went overboard with Elita character, and most likely made her OOC.

I still hope all of you enjoy, and flames will be used to cook marshmallows. :D

EDIT: I went through and fixed a couple little typos. :)

A Cry in the Night

Arachnia shivered. The darkness surrounding her made her hug her knees, trying to keep warm. Her claws dug into her arms, piercing the skin. This time she shivered from the warm blood that dripped down her arm. She struggled to remember how it had come to this.

She couldn't quite remember how long it had been since her transformation. Too long, she thought. She sighed, remembering the good times.

She had been beautiful scout in the Yuusha Militia and her two best friends had always been fiercely protective of her, keeping the other men away while they themselves had been falling head over heels for her. She had known of their affections, and had been indecisive about who to choose. It hadn't helped that they, of course, were brothers.

Sentinel was bossy, but strong and buff. He was striving to become the commanding officer of all the Yuusha. He constantly strove to prove himself and was almost unbearably arrogant at times to those who were of lower rank.

Orion on the other hand… was kind. Almost naively so. He was strong, a natural leader, and though he had a slim build, he had always been able to hold his own on the battle field. Nonetheless, he always refused to go higher up in the ranks, which baffled Sentinel to no end.

In fact, if Orion hadn't been Sentinels' brother, Sentinel might have had harbored an intense jealously for the other well-liked man. But they were brothers, and both had been her friends for as long as she could remember.

But no more.

Everything had been shattered, the friendship, the love, EVERYTHING. All from one little mission that had gone horribly wrong.

She paused in her remembrance, and then spoke aloud as if to an audience. She hadn't heard her own voice in a long, long time.

~FLASHBACK~

"Elita, wait up!" I turned around, and stuck my tongue out at Orion, laughing at his annoyed look.

"Catch me if you can~!" Despite being on a retrieval mission, I was feeling ecstatic. We had been sent to an outer planet on the edge of the Milky Way Galaxy, which supposedly was the ancestral birth of our race. The mere thought of being here filled me with fascination. I paused and pondered about it as Sentinel and Orion dashed up behind me, both panting heavily.

"God, woman, why must you run EVERYWHERE?!" snapped Sentinel, obviously mad. Orion merely sighed behind him, holding a stitch in his side.

"It's your fault for wearing heavy armor for such a simple mission, nitwit. What possessed you to wear that crap anyway?" I stared at the two and took stock of all the armor they were wearing. Sentinel was carrying his expandable shield and wore the thick standard armor given to melee fighters. I noticed in slight amusement that he had decided to paint it vivid orange and blue. "Your fashion sense really sucks, Sentinel," I stated bluntly before turning away to check out Orion. I smirked at Sentinels outraged sputters, and fought down a laugh.

Orion was better off in his standard Infantry armor and I noticed he had followed his older brothers' example in all but the colors. His was a dark blue with equally deep red trimming. "Well, at least you aren't color blind." Orion gave me a chuckle and a wink while Sentinel twitched in the back ground.

"Stupid woman."

"Big chinned fool."

"Midget!"

"Imbecile!"

"Wench!"

"Butt-monkey!"

"SHUT UP, both of you!" Sentinel and I both jumped, startled. We had forgotten all about Orion. "You two are adults, right?

We both nodded dumbly.

"Then act like it!" I traded a sheepish glance with Sentinel.

"Sorry…" We both muttered. Orion shook his head in disbelief, walking forward on the path.

"I swear you both act like little – JESUSONAPOGOSTICK!" I frowned, while Sentinel snorted at the phrase.

"Jesus uses pogo sticks?"

"Never-mind that! Look at this!" I trotted up next to Orion and stared at his discovery.

"Whoa. That's one huge pothole." Orion glared at me. "I'm just joking…" Sentinel stopped beside me.

"How the heck did a hole the size of a car appear in a dirt pathway?" Both me an Orion shrugged.

"Well, according to our GPS, this is where we're supposed to go." I promptly snatched the hand-held GPS from Sentinel and stared in horror at it. Sure enough, this was our destination. Orion seemed amused at my dismay.

"Well, now I know why they wanted me to bring my grapple gear. Shall we get going?" Both men glanced at me. I grinned weakly.

"Sure… let's get this over with…"

-A Short Time Later-

Orion caught me as I dropped down the last few feet, glancing around as I did so. "It's so dark down here…" Sentinel scoffed at me.

"Of course it's dark down here! We're underground, moron!"

"Oh, shut up and tell us where to go next."

"It's saying to go to the left." I glance to the left. It was utterly dark, with jagged rocks and spikes littering the path. I could hear things moving about from that direction. I glance to the right. It was dimly lit by the hole above our heads, the pathway was clear, and there weren't any suspicious noises.

"Why do we have to go down the dark and evil-looking path? Why can't we go down the normal-looking one?" I whined, pouting at Sentinel. He merely smirked at me. "Jerk..." I muttered. As the two men moved on down the left path, I slipped out my pistols, uneasy at being below ground.

I stalked after the two men in front of me, twitching at the slightest sounds. Orion noticed my unease. "Elita, maybe you shouldn't have your finger on the trigger, especially when you're so jumpy." I glanced down at my pistols. Sure enough, my trigger fingers were in place.

"Oh. My bad." Sentinel and Orion traded nervous looks. Orion spoke first.

"Maybe you should walk in front of us."

"Why?"

Sentinel sneered. "It's so you don't shoot us in the back, moron." I bristled at the insult, and I stormed up to Sentinel until we were chest to chest.

"The only person I'll be shooting is you, you butt-face!" Sentinel stepped aside, sweeping his arms out in a mocking bow, allowing me to stomp past him. As I passed him, I snagged the GPS from his hands. "I'll take that, thank you very much." I continued on, glancing every so often at it to make sure we were heading in the right direction.

After a while, we found ourselves in the mouth of a huge and astonishing cavern. But the cavern wasn't astonishing; it was what was in it. The monstrous remains of a galactic battle ship loomed above us. Tumbling from its open doors were piles upon piles of raw energon cubes, all glowing an eerie white. The light flickered all over the cavern, sending shadows dancing across the room. The ship itself had once been painted pure black; time had aged the paint to gunmetal gray, shining almost creepily in the light of the energon cubes. On its side a strange flag of red, white, and blue gleamed with the letters U.S.A.

Sentinel, Orion, and I all whistled. I took a step forward, but leapt back when my foot crunched down on something. "Oh god…" Though I hadn't noticed before, but white bones of both humans and other unknown beasts were scattered along the floor, some in heaping piles. They had blended in with the pulsating light.

Orion pulled out a scanner and began scanning the remains, while Sentinel and I just stared in horror. The scanner beeped, and Orion grimly read out loud the results. "There are at least a thousand different species remains here, not including the native species of this planet. All show signs of being at least partially eaten and some of them are only a year old." That jolted both me and Sentinel out of our horror.

"Wait a minute! That ship is at least several millennia's old! How can such fresh remains be here?" We all shared looks, and then I swallowed nervously. "Something had to have killed all these poor souls, but what?" Beside me, Sentinel stiffened, and charged up his shield and gun. He jerked his head up at the top of the cavern.

"I think we're about to find out." Orion and I glanced up, and I bit back a curse.

"Holy-!" Crawling down from the darkness above, thousands upon thousands of spiders skittered and hissed. Some were tiny, others were small, but more were massive, the size of semi-trucks, and all were a deep purple and black, with vivid red eyes.

I whirled around towards the entrance, only to find that it had been blocked by a fat spider the size of a house. It seemed to mock me with its wicked eyes, clattering its pincers in what disturbingly sounded like laughter. I whimpered and stepped back to back with Orion and Sentinel, activating my armor and flicking the safety off my pistols.

"And just how the hell are we supposed to get out of this alive?" I growled, my anger masking my fear. Behind me, I heard the hum of Orion's axe activating, and the orange light it let off glowed comfortingly around us.

"I don't know, but we must stick together!" His voice was muffled by his face plate, and his visor seemed to challenge the spiders that clicked about us. "On the count of three, charge the small ones, and once you break through, get to that ship!"

Sentinel and I agreed immediately. Out of all of us, Orion was the best at the run-of-the-moment plans. "One…" I tensed, analyzing the spiders before me. "…two…" I gripped my pistols with sweaty hands, wondering which one I'd blow away first. "Three! GO GO GO!" I shot forward, instantly pulling ahead of the men, guns blasting away. I didn't worry about Orion or Sentinel: right now I was worried about myself.

At first the spiders seemed stunned, as if they were shocked by our reckless charge. I could almost hear them think, "Are these little two-leggers insane?!" But the spiders snapped out of it, and seemed to figure out our plan. A massive spider dashed in front of me, shoving a bunch of little ones out of the way. It reared on its back legs, and shot a string of pale purple webbing at me.

I dropped to the ground and rolled, coming up shooting.

The spider screamed, falling to the ground as I dashed past, clutching at the fatal wounds I had inflicted upon it.

I pressed on, almost at the ship. Then, suddenly, I was through. I was in the clear, right at the doors of the imposing ship. I could hear the deep thrum of the energon that came from the entrance. I gasped, realizing that Sentinel and Orion weren't with me. Where were they?

I turned around and stared at the mass of spiders I had somehow managed to get through. My eyes wandered over the enraged throng of arachnids.

"Elita! Over here!" I turned my eyes to the very corner of the spiders near the farthest left corner of the ship. The tide of the spiders had somehow carried them far over, but they had broken through and they rapidly made their way towards me. I shouted back at them, worried.

"Hurry up and I'll see if this bucket of bolts has a defense system!" I pointed behind me at the ship. They both nodded, and I dashed inside, tripping over a couple of the cubes along the way.

As I entered the ship, automatic hall lights began to activate. I was relieved. Now I could see where I was going. Then I realized why the spiders had become so enraged when we had managed to get past them.

The entire interior of the ship had been made into an egg nest. All over the top of the hallways and on the walls were millions of tiny little egg sacs They had completely covered any machinery I could have hacked to get to the weapon and defense system the ship might have had. All of them pulsed gently from unseen hearts, and a sigh of wind seemed to echo through the corridors.

I stood there, feeling an odd sort of peace fill me, as the little unborn lives continued to beat their little hearts in complete harmony.

And then that peace was broken.

"ELITA! Some help, please!" I jolted out of my trance and I darted back to the entrance, horrified by my lack of action.

I ran straight out towards Orion and Sentinel who were shooting and chopping desperately away at the converging spiders. "Okay, I'm here now!" Sentinel promptly bopped me on the head with his shield.

"Ow, what was that for, you jerk-wad?!"

"For being safe inside the ship while Orion and I are getting kicked around like cans, you freaking glitch!"

"Oh, shut up, you bloody pansy, it's filled with a bunch of soon-to-be spider babies! Not exactly the safest place to be, y'know!"

"It's a whole lot safer than out here, you hormonal female!"

"You ignorant piece of-!"

"AGAIN, SHUT UP! I'M BLEEDING OVER HERE, GODDAMIT!"

"Right. Our bad, Orion. Here, I'll bandage it for you, bro."

"No, I'd much prefer it if YOU'D SHUT UP AND ACTUALLY FIGHT."

"Okay okay! God, you're so bossy, little brother."

"Isn't he?" I laughed. Orion made strangling gestures at Sentinel and me, growling in frustration all the while. Sentinel pulled out a shotgun and took a potshot at one of the smaller spiders. It dodged, and the bullet shot straight towards a massive pile of energon cubes.

All our eyes widened at once. "In the ship in the ship! Now!" We frantically ducked inside the ship, but suddenly I found myself being yanked back outside. A spider had managed to snag me within its webbing and was dragging me toward it and away from the safety of the ship.

"ORION!" I desperately tried to free my arms.

"ELITA!" I heard them scream my name just as I was pulled into the spiders clutches: and then the bullet that Sentinel had fired hit the energon.

The explosion was instantaneous. The bullet had created a chain reaction right with the middle of the spiders, and its powerful flames erupted all around me and my captor. The last thing I remember before I fainted was the feeling of the spider merging with me.

~END FLASHBACK~

Arachnia sat quietly in the cavern as her voice faded to nothing. Around her the skeletal remains of the spiders sat charred and crisped from the explosion that had completely changed her. Nothing in the cavern was alive, except for her.

She wasn't sure what had happened to Orion and Sentinel. She hadn't been able to find their remains in the badly burnt ship, so she assumed that they had somehow escaped. She couldn't help but feel betrayed, even though she had no way of knowing if they even knew she was alive. So betrayed in the beginning, she had changed her name to match her new… body.

Not that they would even recognize her. Her once white hair was now the same dark purple the spiders had been, and her skin was startling black. The glow that came from her eight eyes told her that they were as bright a red as the spiders as well. Long and dangerously sharp claws tipped the ends of her elegant fingers. She still occasionally cut herself with them on accident.

Arachnia glanced at where the entrance once had been. The explosion had completely covered it with rubble, so that wasn't the way to get out of here. The only way was up.

The explosion had blown a small hole at the very top of the cavern, and when it was a full moon out, she see light flicker through it to brighten the cavern. She had tried multiple times to get up there but the walls were sharp and tore into her hands.

But today would be different. She had finally figured out how to properly use her webbing.

Quickly she climbed her way up, using her thick webbing to propel herself over the jagged rocks that jutted out from the walls. It took half an hour, but she finally managed to get to the small hole. Panting from exhaustion, she pulled herself through and for the first time in several months, she lay above ground.

Arachnia stared up at the night sky, glittering so brightly above her, and caught her breath. Then she got up and wandered in search of water. It didn't take long. Her new senses guided her towards a river, and she looked into it and saw her new reflection for the first time.

Her first thought was that she was disturbingly beautiful. Her body was the same as before the transformation, tall, slim, and elegant. But everywhere signs of the spiders became prominent. Sharp fangs protruded from her lips and her glowing eyes peered eerily out at her under dark bangs, her hair a black mist about her face. The full moon hitting her bare body showed purple tribal markings swirling in unique patterns along her legs and arms.

Arachnia snarled, and slashed at her reflection with her claws, and tossed her head back to scream. Tears streamed from her eyes as she howled her pain to the vivid moon.

The unmoving stars merely listened to her cry in the night.