Sari introduces Bumblebee, Bulkhead and Optimus Prime to the concept of Halloween, starting with selecting pumpkins. As she explains the idea of choosing just the right costume, Optimus's attention is distracted by a large black widow spider decoration. He remembers back to his academy days...
On Archa Seven, Optimus and his friend Elita-1 admire the strange webbing stretching across the high rocks, not knowing what it is, until Sentinel calls to them to hurry up. Optimus cautions that such worlds are normally considered off-limits to Autobots, but there's supposedly a real Decepticon ship somewhere in the area. Elita's there for the historical value, but Sentinel just wants to get his hands on the energon cache that must be in it. Optimus is still wary of potential punishment should they get caught, but figures he has to keep the other two from getting in over their heads. Sentinel insists that never happens—right before the ground crumbles under their feet, sending all three plunging into a deep cavern. Strange, skittering noises echo from its dark reaches. Optimus activates his shoulder-light to see... Bulkhead snaps Optimus's attention back to the present by donning a bedsheet (which just covers his head) and going "Boo," startling his leader. Optimus claims a ghost from his past just has him jumpy, then stalks off.
Back at the Autobot base, Sari critiques Bumblebee and Bulkhead's costumes, but says her own costume is only one surprise planned for the night. Noticing Optimus lost in thought, she uses the AllSpark Key to activate one of the car plant's cranes, swinging another spider decoration in his face. The unexpected sight of it gives Optimus a bad flashback, and he quickly hacks the fake spider to bits. He admonishes Sari for making frivolous use of the Key, and she counters about him needlessly using his axe. Optimus stares down at the remains of the decoration, and his thoughts travel back again…. As Optimus, Elita, and Sentinel walk through the cavern, Sentinel enthuses about the rich hoard of energon he's sure they'll find soon. Optimus shushes him as he hears something, and soon all three are casting their lights about, trying to pinpoint the skittering. The source reveals itself as an enormous, alien spider, which quickly traps Elita with some webbing. As Optimus fights it off, Sentinel frees her with his charged shield, but the spider abruptly takes him down. Elita starts using her special power-download ability, but Optimus, holding back the spider, tells her it won't work on organics. She instead borrows the unconscious Sentinel's shield power and shield itself, using them to defend herself, then to bring down a huge stalactite to impale the spider. As Sentinel wakes up and Elita returns his shield, Optimus says that it's not worth staying around, be it for history or energon. Sentinel still insists on one good reason to leave, and he gets three when another trio of giant spiders drop down to confront them. Sentinel quickly puts up his shield's energy barrier, covering Optimus and Elita's retreat. Optimus rolls out, and Elita follows, calling his name...
Optimus suddenly becomes aware of Sari calling his name to show off her costume—a costume of him. He doesn't appreciate her vocal impersonation of him, and declines to join the trio on their trick-or-treat outing. As Sari and the two Autobots progress though a local neighborhood, Bumblebee is a bit spooked by the atmosphere. Sari reminds him it's all pretend—unaware they're being tracked by an enormous spider traveling over the rooftops. As she coaches them through their first actual "trick or treat," Bumblebee spots the spider watching them and freaks out, but it's gone before anyone else sees it. Sari teases him for being more timid than Optimus, but 'Bee protests he knows the difference between a fake decoration and a real giant spider. Listening in from headquarters, Optimus has Bumblebee clarify what he saw, then heads out to meet them, advising them to stay put. As Optimus rolls out, his thoughts roll back…. Racing through the caverns, Optimus reaches the wreckage of a Decepticon warship. Separated from the other two, he heads inside, hoping to find them there. Instead, he finds an impressive stash of energon cubes, just as Sentinel predicted. He also finds an impressive stash of giant spider eggs. As the spiderlings hatch and start attacking, Optimus gets stuck on some webbing, but Elita shows up in time to help. As they fight to escape from more full-grown spiders, Optimus has Elita borrow his grappler ability. They bring down a huge stalactite through the ship's ruined overhead, grappling their way out as the energon detonates below them. However, Elita's download ability times out just then, and she goes plunging back too fast for Optimus to catch her. Sentinel arrives on top of the ship as she plummets into the hold, but knowing the energon is going to blow any second, Optimus grapples himself and Sentinel to safety rather than risk going after Elita just then. Once they break the surface, Optimus scans for Elita's energy signature, but doesn't find it. A furious Sentinel blames everything on Optimus.
In the present, still en route to Sari and company's location, Optimus swears he won't let it happen again. Meanwhile, Bumblebee stresses that they have to stay vigilant until Optimus arrives—even as Sari is yanked out from under them by the giant spider. Bumblebee quickly cuts Sari free, but as he and Bulkhead surround the spider, it transforms into a female robot who calls herself Blackarachnia. Sari's not too surprised or impressed by her femininity, but it makes a much bigger impression on Bulkhead—right up to the point Blackarachnia stabs him with two of her spider legs, knocking him out. She quickly gives Bumblebee the same treatment, then tells Sari they should go, now that Sari's safe. Sari protests the two Autobots are her friends, and Blackarachnia apologizes, pretending she can't tell which robots are good or bad on Earth. As Sari futilely tries to revive Bulkhead with her AllSpark Key, Blackarachnia notes that the organic nature of her venom precludes that solution, since the All Spark doesn't affect organics. She offers to try helping the Autobots if Sari will just hand her the Key, but her ruse is interrupted when Optimus lassos her legs out from under her. Blackarachnia appears shocked to see him, but quickly frees herself and starts fighting back—using Bumblebee's stingers and Bulkhead's strength. Instead of borrowing any of Optimus's powers, though, she judo-throws him across the street, then kidnaps Sari. Optimus desperately pursues the pair across the rooftops. He catches up, stuns Blackarachnia with a faceful of foam, then grapples Sari free. Despite this respite and Sari's warning, Blackarachnia still catches Optimus half-unaware. He fights back, but she dodges him constantly, claiming to know all his textbook Autobot Academy moves. Optimus wonders if he knows her, and she berates him for forgetting his friends—even if he remembered Sentinel. Optimus is horrified to realize he's facing Elita-1. She finally relates what really happened that day:
Trapped in the ship and surrounded by the spiders, Elita tries desperately to download their abilities. Instead, she is infected with their venom, and it mutates her into a freak, a half-organic, half-robotic being. Optimus realizes that her half-organic nature is what masked her energy signature from his scans. Blackarachnia sneers that if he'd known and saved her, she'd just have been dismantled and examined on some lab table on Cybertron. Optimus reproves her for joining the Decepticons, but she counters that at least she knows where she stands with them. She webs up Optimus and snatches the AllSpark Key, certain that if anything can purge her organic half, it can. She plugs it into herself, but the unleashed energies begin causing all organic life in range, including Sari, to wither and sicken. Optimus breaks free, but before he can stop Blackarachnia, she grabs up Sari and throws her off the roof. Sari snags a flagpole long enough for Bumblebee and Bulkhead to save her, leaving Optimus free to deal with Blackarachnia.
However, Blackarachnia collapses on her own, though. Optimus surmises her spark can't survive without her organic half, but she's too weak to pull out the AllSpark Key and stop the reaction. Optimus forces through the energy barrier around her and removes it for her, restoring the organic life in the area to normal. As he helps her up, Blackarachnia asks him to go, not wanting to be seen like that. Still calling her Elita, Optimus asks her to come with them, promising his group will find a cure, and allow him to earn back her trust. She seems to respond positively, but it's another sham. Blackarachnia stabs him unconscious and leaves, vowing it will be a long time before she trusts another Autobot, especially him. Later, Optimus returns Sari the AllSpark Key. She thanks him and admits he was right—maybe it's time she gave the Key a rest. Bumblebee trundles in painfully, still damaged from his fall after catching Sari, and asks if she could use it once more. Bulkhead asks who the bug-bot lady was, and Optimus responds it was someone he should never have left behind. Elsewhere, Blackarachnia stands on a rooftop, gazing at the moon and sobbing over her fate.
The episode was first released on DVD on the Transformers: Animated-Season One DVD set, released by Hasbro through Paramount Home Entertainment on August 19, 2008. On June 10, 2014, Shout! Factory (under a new deal from Hasbro) re-released the episode in its original widescreen format on the Transformers: Animated-The Complete Series DVD set.
|Townsend Coleman||Sentinel Prime|
|David Kaye||Optimus Prime|
|Tara Strong||Sari Sumdac|