A/N: Many thanks to Yana, who was the first to meet Taraxa, and pointed out that her first incarnation was insufferably Mary-Sueish. (She's still Mary Sue, but less so;-)
And as many thanks to Ashana, who beta-ed this story.
Disclaimer: Tarantulas and company doesn't belong to me, Taraxa does. Questions?

---

Spiders in Love

It begins sometime after "Tangled Web". All stasis pods are down, and one of them just activated the beacon. Maximal radars received the signal and Rhinox managed to inform Optimus about it just before their base suddenly lost all power.

----------------------------------------------------------

Tarantulas was first on the scene. After his computer informed him about the new signal, he'd used the ECM array again, and was sure this time no one would interrupt him reprogramming the protoform to his tastes.
He first put a minute cage with tarantula next to the pod (no more ants or fuzors! OR widows!), then he inspected it. Practically undamaged, protoform inside transmetalized... and a femme! He chuckled. This was going to be sweet! He checked the physical set-up and grimaced, disgusted. The pod wanted to shape her into something like that hopeless maximal bird! Not if he can help it... and he can. Teeheehee. He typed in the data he'd used for the widow (how furious she will be, heeheehee!), then cut-open the panel and readied the programming chip he'd prepared.
The first shot missed him only by inches. He jerked his head up.

Maximals.
Three-person squad.

Optimus up above. Not a threat. He wouldn't risk damaging the pod.
Cheetor on the ground. He was the shooter. Trouble. He was too stupid to think until it was too late (i.e. - pod in pieces).
And racing to join the cat - big trouble. A predacon-hater with excellent aim. He wouldn't have to worry about hitting anything but the target.

Which meant he only had one nano to act. He pushed his chip into alternative slot and touched the switch that would set it as the main one...

A shot in the arm tossed him back, cursing. He wasn't sure if he'd managed to pull the switch. He thought he heard the click, but... He dodged another shot and focused on fighting.

The pod shook under one of Cheetor's enthusiastic shots, and at the obvious life threat, the emergency activation program commenced.

Tarantulas, in the meantime, was in trouble. He could have done much better if he wasn't desperately trying to get back to the pod - the precise thing the Maxis were trying to prevent him from doing.
He took some nasty shots from Rattrap, but it was Optimus's shoulder cannon that sent him to the ground. He heard them approaching. The rat and the cat closed in from the sides, and as he started pushing himself up, he saw Optimus landing in front of him. And behind Optimus...

Tarantulas was the only one who saw the new bot emerging.
And because he saw her, and strained his hearing, he was also the only one who heard her.

And then he collapsed, letting his face slam on the ground in defeat.

He'd been badly wounded, fighting the three Maximals, with a prospect of an ally joining him shortly. Not the best of odds, but he could work with it.

Now he was badly wounded, fighting four Maximals, with no prospects at all.
If he was ever doomed, it was now.
And just for a moment, when he saw her beast mode, he thought-- Doesn't matter now.

He heard three sets of weapon readying themselves to send him to the Pit.
There were trees near to the left, maybe if he rolled quickly enough--

"What are you doing!"

The exclamation startled them all. Maximals whirled in place, Optimus and Rattrap only half way, so that they could look behind still having their weapons trained on Tarantulas.

What they saw was a transmetal version of Blackarachnia. With a nicer face, normal hands and silver-green instead of yellow-black, but beside that the resemblance was astonishing. Rattrap immediately moved his gun to her.

What she saw, were three savages, tormenting a helpless bot. She shouted in shock before she could think, and they turned to face her, one of them aiming a gun at her. With wide optics she raised her hands in surrender, and then she noticed their faction symbols. They were Maximals?"Who are you?" she asked weakly.

"Us! Who are you?"
Not too polite, but it was him holding the gun, so...
"I'm Taraxa" she said and immediately wondered why. But then again, SoftTouch didn't seem to fit anymore for some reason. "A Maximal. I was assigned to exploration ship Axalon, but... how did I get here? And who are you?"

It took some explaining. Tarantulas waited through it pretending to be unconscious. Partially because he knew that if he did as much as twitching his finger the rat would scrap him, partially because he was curious (this Taraxa was the first pod-born bot who preserved her memories; interesting), and partially because there was a good chance that he would get a free CR session. The young female seemed rather anxious, and Optimus would certainly want to make a good impression on her. Plus, she reminded them that Maximals were supposed to be the good guys. ("He's wounded, you can't just shoot him!", "He's a Pred, lady!" "But we're not!" )

Something poked him, not too gently, then he was lifted of the ground. Ha! He was right. He wasn't in the least worried about being taken captive. He'd escaped from much better guarded places than the Axalon. Maximals were such fools!

"Hmm, he seems to be off-line, but his energy levels aren't that low... I don't trust that. Rattrap, do you still have that sleeping gas?"
"Sure I 'ave"
Hissss.
D'oh...
--------------------------------------------------------------------------

"Man, dat guy 'as more weapons in 'im dan our armory!"
"Well, and what did you expect from a Predacon?"
"It was a folly to bring him here/snarl/ I insist we should terminate him."
"Maximals don't do such things, Dinobot."
"It truly surprises me that your faction survived so long, Optimus."
"As much as I hate ta say it, I agree wit' Chopper-face. Why don't we just off 'im an be done wit' it?"
Optimus took a deep breath, and Rattrap raised his hands defensively.
"I'm shutting up."
"Good. And don't even think about harassing Taraxa any more."
"What? I only said--"
"I know what you said. And it was not a welcome a bot can enjoy."

Rattrap grumbled. As soon as they'd reached the base, he suggested that Rhinox should check Taraxa's programming, and got smacked on the head by almost everybody. But, as he pointed out angrily, he only meant that Tarantulas did mess with her pod before they arrived, and therefore-- He was silenced again, but Taraxa got scared and insisted that she wanted to be examined. Rhinox took her to his lab, while the rest busied themselves with disarming Tarantulas, whom Optimus had slumped on the table in the control room.

Cheetor poked Rattrap only half-friendly.
"What are you so sour about?"
"Well, call me a speciest, but I don't like havin' so much spiders around. An don't ya tell me yer happy to see dat creep in here. Ya do remember--"
Cheetor hushed him in near panic. He did remember, though he wished he didn't. Plus, they'd never told Optimus how he nearly got killed by the Predacon, and he didn't want him to discover it now.
"But Taraxa is okay," he said defensively.
"We'll see about it," Rattrap murmured, and someone smacked his head form behind. He turned, taking a breath to protest at high volume, and exhaled it in a gasp.
You too against me, Rhinox?
He contorted his face into a look of hurt innocence. Rhinox didn't fall for it.
"She is OK," he rumbled pointedly. "Whatever Tarantulas meant to do, he didn't manage."
"But I am grateful that you have warned me of the possibility," a nice, young voice said.
Rattrap sputtered.
"Ah, yer welcome," he said uncertainly. He wasn't exactly used to dealing with gratitude.

The rat-bot looked surprised, and Taraxa wondered if she had said something wrong. If she did, she couldn't phantom what it was.
She was grateful. All her life had been one long battle for being herself, and the thought that she could have been reprogrammed in some way filled her with dread. She glanced at the bot who, as she was told, intended to do this. From the way everyone were speaking of him, she half expected to see a monster, but all she saw was an off-line bot, harmless and helpless. And very good looking. She couldn't resist touching his broad shoulders, then she jerked her hand back, ashamed. To cover the feeling, she spoke of the next thing that sprang to her mind.

"Why didn't you put him in the CR-Chamber yet? He is severely damaged."
"He is also dangerous. I won't risk having him armed and functional on my ship."
Taraxa lowered her optics at the unmistakable reprimand. "I'm sorry," she said meekly. "I'm just not used to... to... being at war and--"
"I understand," Optimus said gently. It was hard to wake up one day and discover that instead on a peaceful, exploration mission, one was on a war. He knew that all too well. He put the last cyber-venom vial down and carried the unconscious spider over to the CR-chamber. Rhinox came near to make sure that the machine won't open automatically after completing the repair cycle.

Taraxa watched this with relief, then her gaze was drawn to the impressive pile of bullets, missiles, darts, vials and some devices she didn't recognize. Perhaps this Tarantulas was indeed as dangerous as they told her, if he was carrying all this around.

She picked up one of vials, wondering what was inside it, and her internal computer instantly displayed detailed information about cyber-venom composition, and...
"What?"
The rest of Maximals turned at her soft exclamation, but she didn't notice. With a trembling hand she reached into one of her subspace pockets, and took out almost identical vial. Only then she looked up at Optimus.
"I don't understand," she said. "I've never had cyber-venom with me before."

And it was only the tip of an ice berg. With a raising horror she discovered that she was now a walking arsenal.

"But I'm a scientist! I study organic life, I'm not a... a... soldier!" the near panic showed in her optics, and Optimus immediately assured her that no matter what changes the beast mode and Tarantulas's meddling had brought, she would not be forced to participate in fights, as long as it won't be absolutely necessary.
"It would be about time when Rattrap says 'we're all gonna dieeeeee!" Cheetor chipped in. "Nah, kiddo, it's when you stop sayin' 'ultra gear' every five cycles," Rattrap retorted, giving a nice impression of cheetah's wide-eyed enthusiasm.

Taraxa couldn't help joining the laugher, and when it subsided, she was smiling, though a tinge of anxiety was still there. Her life had suddenly turned topsy-turvy, and she didn't know how to even start dealing with it. What she needed, was some time alone to think. She asked if she could go outside, and Optimus nodded with an understanding smile. After receiving a vague information about terrain around the base and the passwords for the security systems (just in case), Taraxa stepped outside.

--------------------------------------------------------------------------

Escaping Axalon proved to be even easier than Tarantulas thought.
He'd woken up in CR-Chamber; disarmed, but repaired. Thermal scan told him there was no one on the bridge, exposing and rearranging the correct wires opened the locked CR, finding the button opening the roof-hatch was a matter of nanos, (footsteps down the corridor, hurry!) climbing to the roof and sliding to the ground was a child's play, and he disappeared in nearby ravines just before Sentinel was brought on-line.

He smirked.
Good luck hunting me now, Maxis!
Ever heard of jinxing? That must be what happened. He turned only one corner and came face to face with a Maximal. The newest one. She gasped, but immediately angled all eight machine guns toward him. In this narrow space she couldn't miss, and even if she did, gunfire would alert the whole area of his location. Slag.
"You wouldn't shot an unarmed bot, would you."
"If I had to..." her voice trembled ever so slightly. Apparently she wasn't at all comfortable with the idea.

Tarantulas looked at her closely. He'd done excellent job shaping her. Her shell was magnificent - taller than the widow witch, with the same sandglass-like quality, with better colors and a lovely face. Well, not all of this was his doing, but still... Pity he'd have to kill her.

"You don't have to. All I want is not to become a prisoner of war. Can you blame me for this?" He took a step toward her, extending his hand pleadingly. He only had to get close enough to grab her and snap her neck before she called for back-up...
She shook her head and reached for comlink.
"I can't let you go."
Slag, he's still to far!
"They'll kill me if you call them." Which was true enough. An off-line Predacon is one thing, but fully functional pred escapee is another.
"They won't, we're Maximals!"
And she really believes that. You're so naive, young one...
"Killed while escaping. Ever heard the phrase? It looks very neat in reports."
I should know, I've used it often enough...

She hesitated, and he moved a little closer. She was almost within his reach now...
She took few steps back and hit the button. "Optimus?"
Slag! He let all disappointment he felt to show on his face.
"Such a cruel spark in such a beautiful body..."

Her optics widened. He wondered briefly which part of the sentence did it.
$$Optimus here, what is it, Taraxa?$$
She bit her lip and looked at him, reason fighting for the better with emotions in her circuits.

Tarantulas could see it clearly on her face, and it gave him another idea. He hated it, but desperate times--

He put his hands together and kneeled. /Please/ he mouthed.

--call for desperate measures.

$$ Taraxa? $$
She reset her voice box. "Why is Sentinel on-line?"

$$ Tarantulas has escaped. You should look out for him. Where are you? $$
"In ravines west of base;" she looked at the bot kneeling in front of her. "He's not here"
$$ Head back to the base and stay cautious. He may still be in the area, and he's dangerous $$
"All right, I'm coming,"

It took all his strength to keep his face straight. She fell for a compliment and puppy eyes! Even the witch had more wits! He watched as Taraxa circled around him cautiously, machine guns still aimed at him. Well, maybe she wasn't completely witless. With proper programming, she could become something really interesting... Hmmm...

Taraxa stepped around the motionless Predacon, until she was between him and the base. Only his head moved, as he watched her. She still wasn't sure what to do. She couldn't just let an enemy go. But she also couldn't condemn a defenseless bot to death.

But what if they were right? What if someone died because of the bot she let go free?
She took a breath to call Optimus again...
What was she thinking about? She'd already reported he wasn't here, what could she say now? Sorry, I lied just a nano ago? Couldn't she for once stop to think BEFORE acting on impulse? She sighed, half angry, half resigned.
"Go."
Tarantulas nodded slowly.
"Thank you," he answered, getting up. He backed away unhurriedly, his visor fixed on her.
Then he disappeared round the corner, and few cycles later she heard a distant roar of motorcycle engine.
--------------------------------------------------------------------------

Later that day, Taraxa stood in front of CR-chamber, gaping with disbelief at her reflection in its shiny surface. '...such a beautiful body,' Tarantulas had said. As much as it flattered her, she thought it just an empty compliment from a desperate escapee. But now it occurred to her that he might just mean it. Only her face bore some resemblance to her former self, though it was even softer than it used to be. The rest... She suddenly felt like she was three different persons. An exotic dancer by appearance, a killing machine by specs, and her own spark and mind trapped somewhere inside. She shuddered, fighting a sudden attack of panic. Her protectors would be delighted if they could see her now. 'Finally some sensible upgrades,' they would say. And that thought, ironically, helped Taraxa to compose herself. She stomped angrily and jerked her head. "I am myself," she stated to the mirrored image, as if challenging it to disagree. "No matter what." The reflection glared at her for a moment, and then laughed. Taraxa, you silly fem-bot, you're not arguing with yourself again, are you? She laughed again and stuck out her tongue playfully. So what if I am? I'm allowed.
--------------------------------------------------------------

This was not how he'd hoped the day would end, Tarantulas thought irritably, reloading all his weapons. Instead of gaining an ally, he'd added a new soldier to the Maximal forces. Still, it could be amended yet...

Fully armed and finally feeling like himself again, Tarantulas left his private weapon storage, making plans for the future. Reprogramming a protoform was a piece of energon crystal. Reprogramming a functioning bot was tricky, and doing it without wiping bot's memory was near impossible. But Tarantulas was a genius, even if only he knew of it, and he'd learned a lot from the 'evil Rhinox' incident. He'd just need to prepare some special equipment...

--------------------------------------------------------------

As the sun settled behind the horizon, Taraxa went into the new stage of mastering her new body. Namely, she was trying out her beast mode. Spiders were never in the center of her interests, (she preferred studying birds and reptiles), but she knew for sure they were supposed to be able to walk on almost every surface. And so, hesitantly at first, she reached out with one leg and touched the wall. It seemed easy at first, but then she turned a corner. It was fine as long as she didn't think of it, but the moment she looked up (or, rather, down), the perspective did something awful - it skipped few times in confused circles, unable to decide which way was up, and settled for spinning. Taraxa landed on the floor with a loud thump.
"Ouch."
"Oy, girl, yer all right?"
"Dizzy," she confessed, maximizing and letting Rattrap help her up. "I don't think I'm a ceiling kind of bot."
"Dat's just fine, I get jumpy wit' spiders sneakin' above my head. No offence," he added hastily. "Not yer fault ya look like dat widow, er, I mean, I'll just shut up, shall I?" He returned to the monitors he was watching before.

"That's all right," Taraxa said, leaning against the CR-chamber to wait for the dizziness to pass, "I'm not to comfortable with this form either. Really," she said at the skeptical glance he threw her over his shoulder. "It's everything I wouldn't like to be. All this weaponary and all."
"Ah. A pacifist, are ya?"
"Mhmmm..." she nodded, absentmindedly tracing the edges of CR with one finger. "Brought up by a pair of enthusiastic militarists."
"Tough," Rattrap commented compassionately, returning his attention to the radar screen. Was that a pred signature that just flickered there?

Taraxa stayed silent. She was wondering what Tarantulas would think of her inner turmoil, or the fact that she wasn't even able to climb to the ceiling. Maybe he could teach her how to move in beast mode. It would be nice to talk to him. She smiled dreamily, her hand trailing on the cold metal of CR. And she suddenly realized what was she doing, and jerked her hand away, startled. WHAT was she doing? And what, exactly, were the images of a Predacon doing in her head? She took a few startled steps back, blinked, went back to CR, withdrew again... And bit her lip.
The smell. There was a very faint smell of transmetal tarantula around the machine. So faint, in fact, that she was positive no non-spider would notice. And it was this smell that caused her to think about the other spider. She blushed furiously. Oh, Primus...

"Rattrap," she said, trying to sound casual and failing miserably. "Can I ask you something?"
The rat bot raised optic ridges at her cautious tone of voice. "Sure. What's been buggin' ya?" "How... er... how much do beast modes affect our behavior?"
"Oh, though one. Ya know, ya should rader ask Rhinox, he's da smart guy."

Taraxa blushed even more. Rhinox, with his sizes and rumbling voice, was intimidating, and she was sure she would be too nervous to formulate a proper question when talking to him. "Um, I don't really need a scientific viewpoint, could you maybe just tell me how it works for you?" "Sure, but Rhinox still would explain it better dan--"
"Could you just tell me, please?"
Rattrap finally registered the hint of panic in her voice, and had to suppress the laughter at the thought that someone could be afraid of Rhinox, of all people.

"Well, ah, sure," he started in amused voice. "We can eat da organic stuff now, dat's da biggest difference. An, well, dere's Inferno, he's a nutter, but he got a scrapped up programming from T-- da Preds, so he doesn't really count as an example. An Tigatron had some identity problems, but dat was 'cause of memory loss. An we had a bit of problem wit' beast instincts at one point, but dat's dealt with already, I bet Rhinox fixed dat glitch for ya. Now it's mostly like, you know what a rat - or a spider, in yer case - would do in a situation yer in, but you can ignore it if ya like. We're still transformers, even if wit' fur. Or too much legs. Um, sorry."
"That's all right," she said, relief almost pouring out of her. She would just have to watch out for any spiderish thoughts and impulses, and she'd be fine. She was most certainly NOT going to fall for some Predacon just because they happened to have same beast modes, and that's final.
----------------------

End of part One

A/N: You probably think that Tarantulas would have no troubles keeping the straight face, cause it's expressionless most of the time - but that's just because you're a human, and you only have experience in reading human faces. For a bot, Tarantulas's face is just as expressive as anyone else's. You may also wonder how he can mouth anything, if he doesn't have a mouth. He just moves his mandibles. Same goes for kisses, but that's for later chapters. No, please, no disgusted moaning. It's a romance, after all. ;-)