- Blackarachnia: I can't explain it. One minute I saw this light, then I saw Silverbolt in danger...
- Optimus Primal: And you rushed off on your own as usual. NOT a very Maximal approach.
- Blackarachnia: Even when I'm good I'm still bad.
- Blackarachnia: Transmetals have more power. I WANTED IT.
- Silverbolt: Then you should have asked us. We could have helped you.
- Blackarachnia: Yeah, right. Like you're going to help the Pred get more power?
- Optimus Primal: Maximal or Predacon, you're one of us. You should know that by now.
- [a buzzer in Tarantulas's lair goes off]
- Predacon Computer: Attention! Attention! Attention! Shell program T-70 in jeopardy.
- Tarantulas: Blackarachnia? Tarantulas to Megatron.
- Megatron: Ah, LT! What news?
- Tarantulas: I've just learned that the Maximals are tampering with Blackarachnia's shell program.
- Megatron: Impossible! They wouldn't chance that unless she's passed access codes on to someone else?
- Tarantulas: Optimus, no doubt.
- Megatron: Yeesss. Which fits in nicely with our little plan for him. But what about Blackarachnia?
- Tarantulas: She'll never survive the attempt. The shell I implanted in her has certain safeguards.
- Megatron: Just in case, I believe I shall give the Maximals something else to worry about.
- Ratrap: Hmph! You couldn't pay me let that spider inside my processor.
- Cheetor: Shut up, Rattrap!
- Silverbolt: Listen to him, rat, if you value your spark!
- Ratrap: Was... that a threat?
- Cheetor: [Gives Rattrap a little shove] Count on it.
- [Gives him an importantly angry look]
- Rampage: This will hardly be any fun at all.
- Blackarachnia: Yeah, for you! Blackarachnia... MAXIMIZE!
- [Silverbolt gulps]
- Rampage: Love the new look... GOOD-BYE!
- Blackarachnia: You missed... and you're ugly!
- [Blackarachnia goes back to beast mode and flings her grappling hook around Rampage's neck. She swings him around and around then lets go, flinging Rampage into the side of a cliff]
- Blackarachnia: [in robot mode] Hmm. Not too shabby.
- Silverbolt: Blackarachnia?
- Blackarachnia: You're not going to leave me now Bowser? Not after I've had my nails done and everything.
- [smiles]
- Silverbolt: What is it, Rhinox?
- Rhinox: The Pred shell program they implanted is deteriorating. If it continues it will infect her Maximal core conscience.
- Blackarachnia: It sounds serious. Oh. I guess using the transmetal driver on myself wasn't such a great idea.
- Optimus Primal: I thought you were smarter than that and how did YOU get the driver?
- Blackarachnia: I borrowed it.
- Rhinox: Why?
- Silverbolt: Enough! Our only concern now should be Blackarachnia's well-being.
- Optimus Primal: You're right. Rhinox?
- Rhinox: I can't stop the spark's deterioration but I can try severing the shell program from her core consience. The only problem is it's never been done before.
- [Blackarachnia looks worried]
- Optimus Primal: And if we don't try?
- Silverbolt: I am sorry, but I will forever be your champion, my lady.
- Blackarachnia: The way you talk.
- [an electrolytic pulse goes through Blackarachnia's face into Silverbolt's face]
- Blackarachnia: Transmetal power... Better get used to it.
- Rhinox: It's too late. I'm sorry.
- Silverbolt: Blackarachnia.
- Rhinox: I'll let Optimus know.
- Silverbolt: [growling] TARANTULAS!
- Optimus Primal: Thanks for all of your help...
- Blackarachnia: Spare me the Maximal mush and let's get this over with.
- Rhinox: How are you feeling?
- Blackarachnia: Like someone is playing squash-the-spider with an energon ball.
- Optimus Primal: Are you ready?
- Blackarachnia: All except for one thing. Decrypt datatrax Widow's Edge. Prepare for direct download. The Ark's access codes. I figure you have the best chance of keeping them away from Mega-Ego.
- Ratrap: I never thought I'd say this, but I'm gonna miss her.
- Cheetor: I know I will. She was something special.
- Optimus Primal: We should have trusted her more, if only because Silverbolt loved her.
- Ratrap: Yeah. Where is the bird-dog anyways?
- Optimus Primal: He couldn't have... Oh, no!
- Ratrap: Ohh!
- Silverbolt: [as Rhinox begins to turn Blackarachnia's internal systems off] Come back to me soon, beloved.