Disclaimer: In no way shape or form do I own Transformers Animated.  This fanfiction is for pure fun and I'm making no money on this at all.  So don't sue!





Luck had been on her side.  Black Arachnia had been scouring the city for any allspark fragments that seemed to turn up now and again.  To her dismay and disgust, the humans had strung the city in colored lights, sparkling streamers and ribbons of red, green and gold.  It was some sort of pathetic human celebration called Christmas, from what she had gathered.  It annoyed her to no end, for she could not distinguish an Allspark shard glow amongst the sea of blinking globes.  By chance she'd spied the muscle car.  A familiar black with green, spikes on the tires.  Following it by swinging from building to building, she came upon an old abandoned warehouse and found it funny how there was never one there before.  She'd watched as the car transformed into the bounty hunter Lockdown and had recorded the access codes in her data tracks.  She'd waited patiently for him to leave before sneaking on board.

Black Arachnia rolled her scarlet optics impatiently as she lay in wait in the shadows.  After stealthily searching through piles of junk, keeping her helm down but her optics alert, she'd been disappointed.  "Nothing."  she hissed.  "But containment equipment, weapons and upgrades."  

The spider had been grasping at any sort of straw she could get her clawed hands at.  She'd taken a few weapons into her subspace but the upgrades would be useless to her.  Her organic half would have to be purged before she could modify her body.  If she'd wanted to.

"Why mess with perfection."  She said to herself.  "When I cleanse myself of my putrid organic half I will be flawless."  Her vanity would have to wait however.  She could hear the ship's door open and the drum of heavy metal foot steps coming inside.  Black Arachnia quickly ducked behind a stack of oil drums, her glittering red optics the only thing visible of her in the darkness.

"Unhand me you miserable pile of piston dust!"  Came an annoyingly familiar voice.  Black Arachnia's optics narrowed as she watched Lockdown dragging in a former comrade of hers.  Blitzwing.  Comrade was a loose term, as the last time they had been in each other's company he'd called her unpleasant and called her organic body accursed.  That was right after he'd frozen her arm and she'd told him to blow it out his actuator.

She shook her head at the memories and watched as Lockdown came in with Blitzwing in stasis cuffs.  His red angry face in full rage.  "Watch it triple changer, or I'll take your voice box as well as your ice cannons."  Lockdown chuckled, shoving Blitzwing into a holding cell and locking the door.  "Bet Megatron will pay more than the Elite guard for your worthless physchotic hide.  I'd let you call him but then you'd give him my position."  The bounty hunter chuckled and shook his head, dangling Blitzwing's communicator in his hand.  "And keep it down or I'll up the settings on your cuffs.  Somethin real painful."  Lockdown exited and Black Arachnia grinned.  This was just too good an opportunity.

As soon as Lockdown had left the room, Black Arachnia slipped out of her hiding place.  Sauntering seductively over to his glass prison, with a shake of her hips the spider smirked.  "Well, well, well, if it isn't Blitz for brains."  She tapped on the glass and gave him a wave.  "Imagine that.  You getting yourself caught by a low life bounty hunter.  How pathetic, even for you."

"Vhile zhis is a charming reunion and everything..."  The blue faced icey Blitzwing narrowed his optics at her.  With a shoom sound his face had changed to that of his pink hot headed persona.  "Vhat are you doing here?   Vhy don't you make yourself useful and get me the slag out of here!"  He struggled in vainly against the hold the stasis cuffs had on him.  "Now Arachnid!"

"Mmm..."  Black Arachnia cooed, pressing her chest against the glass of his prison and sliding down to crouch, meeting him at optic level.  "I could let you out."  she crooned.  "But I think it'll be more fun to let you sit here and rot in your own prison.  That's a bit more my style I think."  she winked at him.

Blitzwing couldn't help but stare at her body, pressed up against the glass.  Blitzwing had always thought organics to be disgusting vile things yet he couldn't take his optics off this femme's form.  With a shoom, once again his face changed, this time to random.  "Such a pretty little spider bot!  Wont you let me out of here pleeeeeeeease!"  he grinned, tilting his head and smiling at her innocently.
"I'll be your best friend!"  he added to her in earnest.

"Well...I suppose if you promise to be a good boy."  Black Arachnia sighed a bit and looked for a release switch.  She hit the up arrow and the glass slid upward.   She gasped as the engine turned on.  "Lockdown's taking off!"  Sudden movement of the ship threw off her balance and Black Arachnia pitched forward, falling right onto Blitzwing, her head laying against his chest, her hands on his shoulders.

"Vell hello zhere."  he blushed a bit.  

"Zip it triface!"  Black Arachnia hissed, righting herself and moved to the back of him, trying to pick the lock on the stasis cuffs.  "Don't even think I meant to do that on purpose!"  The arachnid had gotten about halfway done, releasing some of his power back to him when she head Blitzwing gasp.  "Oh stop behaving like a sparkling!"  she hissed before being roughly grabbed round the middle.

"Looks like the spider's caught in her own web."  Lockdown crooned in his deep baritone voice.    He held the struggling femme close in his arms.  "Can't letcha ruin my bounty now can I?"

"Slagger!  How did you know I was back here?  How long have you known?"  she hissed, struggling against his vice like grip.  Black Arachnia had thought she was being careful, stealthy and doing a good job of it.  Apparently, she'd slipped up somewhere.

"You didn't think my ship came without camera's didja?"  Lockdown turned her round and held her waist.  "You'll make fine company on the long trip into deep space.  Make those long quiet nights...interesting..."  The bounty hunter slipped a hand to her panel, stroking teasingly.

Black Arachnia gasped, snarling and spitting webbing in his face.  "Let me go you fool!"  she cried out, struggling like crazy in his grasp.

"That is no way to treat a lady!"  Blitzwing's hot headed personality took over as he ran forward, head down with rage at what he'd witnessed Lockdown do to her.  He hit right at the bounty hunter's feet, sending him and Black Arachnia tumbling over and hitting a control panel.  Sparks began flying, the ship shaking and barrels shifting everywhere.  She wondered why Blitzwing had even bothered to help her, but none the less reacted quickly.

"Thanks for the hug, but I'll take over now."  Black Arachnia pierced his armor with her power stealing legs, drawing forth the bounty hunter's abilities as well as his upgrades.  "Too...too much...!"  she cried out, getting more than what she bargained for, arms becoming chainsaws and hooks and blasters as she fell to her knees.  Her systems were becoming overloaded, the ship going down somewhere over the mountains of Canada.  Lockdown had fallen unconscious.  She'd drained too much power from him.

"Time to blow this pop stand!  Before we become smithereens!  Whatever that is!"  Blitzwing's random face took control.  "Oooooh I will bring the lady bot!"  The triple changer stood up, still hampered by the stasis cuffs.  With  a shoom, his face changed yet again.

"Just leave her here, she vill only be trouble and more to carry besides."  Icy replied, ironically cold about her fate.

"Awe but maybe she will reward us with a kiss!"  Random again argued, trying to maintain his balance as the ship spiraled out of control.  

"I say ve leave her!"

"But she is soooo cuuuute!  Look at her!  Sleeping like a kitten!"
<br<"No, ve must get ourselves out!"

"Have a spark!  It's Christmas!"

"Enough!  I've had it with both of you!  Grab her and let's bail out!"  Hothead bellowed, ending the argument abruptly and breaking the stasis cuffs off with an enormous heave of his arms.  

Blitzwing cradled the femme in his arms bridal style and blinked, looking to where the bounty hunter had been laying on the floor.  Lockdown had apparently recovered from the absorption attack and had exited the cargo hold to get his ship under control.  "Time to bail."  Blitzwing reverted to his blue icy face again, pushed the hatch button and watched as it opened up, barrels of oil coming flying out as he stepped toward it, bracing himself from the wind.  Tightening his grip on the femme, Blitzwing dove out of the hatch, powering on his jets to fly away from Lockdown's out of control ship.  A barrel fell, hitting him hard and cracking, sending the oil all over him and igniting on his jets.  The result was an explosion that sent him spiraling into the mountainside, shielding Black Arachnia from the impact by holding her closer.  He was used to exploding, the Autobots made him do it all the time.  He didn't think Black Arachnia had such an immunity, not with her organic half anyway.  

The impact was brutal, sending him flat on his back, rolling into the snow, wings sizzling as the soft white powder cooled them.  He cradled the femme in his arms, protecting her from most of the impact, till his arms gave way and she rolled down a hill, striking a tree.

"Aaaaah..."  she winced, coming to her senses and rubbing her helm.  "What...what happened..."  She growled as a bit of snow fell from the tree with a plop on her head.  "Where am I?"  

"Somevhere in ze mountains."  Blitzwing answered, walking to her, the snow coming up to his knees.  "You gave Lockdown quite a shock but it proved to be too much for you as vell."

"Well, why don't you play the hero and fly me out of here then."  Black Arachnia retorted, trudging through the enormous amount of snow, shivering already in the intense wind and cold.  "We're in the middle of nowhere and I'm going to freeze to death if we stay here any longer!"  There was only mountains all around them, white with snow and dotted with patches of forest here and there.  The sky was gray with clouds covering the sun and threatening to let loose a storm of snow.

Blitzwing winced as he looked back at both his wings, still smoking.  "Zhat might be a problem."  he confessed, shoulders drooping.  "Zhey vere injured in our escape.  My internal repair systems are vorking on zhem but it vill take a vhile."

"Well that's just great!"  Black Arachnia shouted, shivering, holding herself and kicking snow at his face.  "Thanks for nothing idiot!  Look what you've gotten us into!"

He growled, hot head coming to his face.  "I should crush you right now with both fists like the ungrateful bug that you are!"  He approached her, swinging back his fist as if readying to strike her.

Her face softened, her delicate legs bent to the knees and looked up at him.  "You wouldn't hit a defenseless little femme now would you Blitzy?"  she crooned, pouting a bit.  "I've been a bad girl, I'm sorry."

"She is only tricking us."  Icy came back in control and folded his arms.  "Ve should get going before it begins to..."

"Snow!   Ooooooh its so soft and white!  I'll catch it on my glossa!"  Random came out, running  around in circles trying to catch the snow flakes on what was essentially his tongue.  He tripped and landed on his back which made him giggle more.  "I will make a snow angel!"  Random cackled crazily and moved his arms and legs in the motion to create a snow angel.

Black Arachnia shook her head.  "And with that I'm out of here."  she snarled under her breath and began trudging through the snow.  "Problem is I don't know where I am..."  She was determined to put herself at as much difference away from the triple changer as she could however.  She didn't trust him, and was angry at the thought of being saved by him.  After a while the slight snow storm had turned into a full out blizzard, coating her with a winter freeze.  Night had fallen and wasn't helping matters with the temperature drop.  She could feel her internal systems struggling to keep up with the effort of keeping her body warm and functional.  "Must...keep...going..."  The arachnid trudged onward, not thinking about the consequences of failure.  The snow was hard to travel through and it was slowing her down immensely.  "Stupid Blitzwing."  she gnashed her denta, collapsing on the snow face first.  "All...his...fault."  she found herself wishing to be back on Dinobot island with her Dinobot worshipers.  At least they would keep her warm.  

Black Arachnia shuttered her optics, slipping into stasis lock peacefully as if embraced on all sides by the arms of a lover.  The snow piled up around her, half burying her freezing body.

She was picked up not too long later in Blitzwing's strong arms.  He cradled her close, hoping the warmth from his spark would at least keep her alive until he found shelter for the both of them.  "Such a stubborn femme."  Icy shook his head, walking amongst the barren snow fields.  "Vhy didn't you vait for me?"  He stroked her arm, trying to get her systems to respond.  The triple changer put his head to her chest and listened.  Her spark beat was very faint, labored, as if it were going to be extinguished at any moment.  "Just hold on and I vill get you out of zhis cold."  The triple changer couldn't exactly say what compelled him to save her again.  She hadn't been particularly grateful the last time and probably wouldn't this time either.  Still, he admired her bravery and as much as she put up a strong, fierce facade, he could see through that to the side that was vulnerable.  He could see the side of her that was deeply hurt and lonely.

Luck happened to be a bit more kind to him than earlier as he happened to stumble, quit literally, into a cave.  Blitzwing laid Black Arachnia down onto the cave floor as he went to cut down trees to place in front of the entrance.  Once that was done, he huddled inside, making a fire using kindling and wood he'd procured from the trees.  The triple changer shivered, his own systems shutting down from the cold as well.  They would both have to wait until the storm was over before they could continue on their way.  Blitzwing laid Black Arachnia across his lap and huddled with her, feeding the growing fire and letting it warm his circuits, hoping she would revive with the heat.

He slipped into a light recharge, holding the femme close in his arms.  He awoke a bit when she began to stir.  "Op...Optimus..."  she whimpered, huddling closer to him.  "Have you...rescued me?"

The triple changer felt a stab to his spark, denying what he'd heard her mutter.  "No." he answered a bit sadly.  "It is only me.  Blitzving."

"You...you saved me...again?"  she coughed.  "Why...why would you do that?  I wouldn't have saved you!"  she tried struggling out of his grasp but found she couldn't move much.  She'd lost a lot of function in her limbs.

"Shhhhh."  Blitzwing knelt over and pressed his lips against hers, kissing her to quiet her.  At first she struggled, making an indignant protest before relaxing into it, even shuttering her optics and enjoying the warmth, the contact.  "You may have yet come to my rescue."  he teased her.  "You almost had me out back on Lockdown's ship."

"A moment of weakness I'm sure to never have again."  She frowned, then looked up at him.  "Your...your not a bad kisser.  Why did you do that?  Not that I care."  Black Arachnia looked away from him.

"You are in very delicate condition."  He told her softly, laying his head against her helm.  "You almost joined ze well of All Sparks and your body still needs time to recover."

Black Arachnia found herself nuzzling him weakly.  "You saved my life again.  I'm not sure how to handle that."

"You can start by saying thank you."  he gave her a soft smile, happy that his other personalities seemed to be in stasis at the moment.

"In your dreams."  she scoffed, spitting a bit of webbing onto his nose.  "What's to stop me from draining your power and energy right now and taking off?"

He chuckled, wiping the sticky webbing off of the bridge of his nose.  "Vell ze storm for vone, zhat and I do not have much power to give unfortunately."  Blitzwing explained.  "Zhat and vell...maybe zhis too..."  he traced a digit along her midsection, slowly, teasingly stroking her.

Black Arachnia bit her lip, denta pressing in to keep from reacting.  Her organic half made her body so much more sensitive than a normal Cybertronian.  She soon was giggling like a sparkling.  "Alright...that...tickles stahahaahahap!"  she didn't have the energy to resist.

"Say it..."

"No!"

"Ok zhen it is your choice..."  he increased the speed, face threatening to change to random and full out tickle attack her.

"Alright Alright Thank you!  Happy now?"  She broke down, shaking with laughter.

He stopped, smiling at her and drawing her so close their noses touched, lips inches apart.  "Zhat is all I vanted to hear.  Vas it so hard?"

"Yes as a matter of fact!"  Black Arachnia pouted, blushing a bit at such closeness.  "I'll get you back for that Blitzwing!"

"Is zhat a promise?"  he drew closer to her.

"Yes..."  her tone softened, her optics closing as she leaned in, this time willingly, for a long, passionate kiss.  His glossa invaded her tinier mouth, tasting her, tracing along the curves of her fangs and tangling with her own glossa.  The triple changer could hear her moan through the kiss and his hand instinctively moved to her panel before stopping himself.  "Perhaps vhen ve are stronger..."  he told her, after he'd reluctantly pulled away from the kiss.  His own panel felt hot, his spike begging to be released but now was not the time.
"
Maybe...if your lucky."  Black Arachnia snorted, though she smiled, leaning her helm against his chest.  "And I'm drunk off energon..."

"Goodnight to you too."  Blitzwing chuckled, holding her close and stroking her back.  "Let us hope luck favors me in zhose odds."

"Goodnight and Blitzwing..."  Black Arachnia started to say.  "Thanks."  She meant it sincerely.    The arachnid drifted off into recharge, this time her internal healing taking place as well as his.

Blitzwing slipped his hand into hers and marveled as her fingers curled around it even in recharge.  He kissed her helm softly, before shuttering his optics and falling into recharge himself.

They awoke the next morning together.  The rays of the sun shining through the gaps in the trees piled up at the entrance.

"Out of the way!"  Growled hothead, blasting them with a fiery shot, clearing the cave.  

"That was a bit over kill wouldn't you say?"  Black Arachnia winced as charred debris began falling from the sky.  "You could have just...I don't know...Moved them aside!"

"Then where would the fun be!"  Random chimed in.  "Look at them burn like a disco inferno!"  He began dancing.  

Black Arachnia face palmed and shook her head.  "How about flying us both out of here?  Are you fixed yet?"

Blitzwing powered on his jets.  His wings were still bent and flawed but his jet boosters worked fine now!  He cackled to himself flying around in a circle before scooping her up bridal style and flying away with her.  Black Arachnia held on for dear life, wrapping her arms around his neck and huddling close.  When we get to Dinobot island, you can drop me off there!"  She called above the rush of the wind.

"Vhat is your hurry mien sweet?"  with a shoom, icy switched places with random.  "It is a holiday called Christmas Day in ze human vorld and zhere is much to see!"

"Well...fine but after that you better drop me off!"  she narrowed her optics at him and wiggled her legs that held her powers.  "Or I'll make you stop!"

He chuckled, soaring into the city which was bathed in white with the nights blizzard.  Everything was lit up, sparkling with ribbons of red, green, gold and blue.  Garlands of silver hung from windows, tinsel decorated the towns bushes.  A gigantic tree with a shining bright star stood at the center of town in the park, adorned with glass ornaments and candycanes, strung popcorn with cranberry's and bright blinking lights.  "What a silly little festival.  Don't humans have anything better to do?"  Black Arachnia snarked as she watched the humans exchanging brightly colored packages with ribbons and bows.  "I suppose it is beautiful."  Black Arachnia admitted as they swooped past a town banner reading "Happy Holidays".  

"Not as beautiful as you."  he told her sweetly, setting down softly on a rooftop.

"That was so corny you almost made me blow a gasket."  she shook her head.  Silently, she slipped her hand into his as they watched the hustle and bustle of humans visiting their loved ones.  "Why the change of mind all of a sudden?  I thought I was a putrid organic?"

He tilted her chin up with his fingers so that she looked him in the optics.  "Sometimes, it is not vhat ve are on ze outside, but who ve are..."

"Oh save it for a preacher and kiss me you idiot!"  She folded her arms across her chest.

"My pleasure..."  he tilted her back and leaned forward to kiss her passionately, his spark thrumming next to hers in a matching rhythm.  "Merry Christmas Black Arachnia."

"Merry Christmas Blitz for brains."  she answered softly, leaning upward to kiss him again, not noticing the little white and green mistletoe plant hanging above their heads amidst an arch of shimmering wreathes.   


And the end.  Sorry if its really long but hope you enjoyed!