TFA ACaS TitleCard

The Headless Horseman is not in this episode. And neither is Morgan Freeman.

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Bumblebee and Bulkhead's first Halloween turns even spookier when they encounter a giant spider that turns out to be the deadly Decepticon Blackarachnia.

German Title: "Im Netz der Spinne" ("In the Spider's Net")
Japanese title: "Shadow of the Spider-Woman" (クモ女の影 Kumo Onna no Kage)


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...


"So once again, we find that evil of the past seeps into the present like salad dressing through cheap wax paper, mixing memory and desire."

On an organic world, 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.

TFA Along Spider Costume bots

The lamest Batman villains ever.

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 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...


Arise, Sarimus Prime.

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.

Blackarach anim beast

All those eyes, and she still can't see why those kids like Cinnamon Toast Crunch

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 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 BA 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:

TFA Elite-1 mutation

Even Female Transformers have to worry about bloating.

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. BA 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 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.

TFA ep9 Optimus and Blackarachnia rooftop

Never liked the Bird-dog anyway.

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 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 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.


Featured characters

(Numbers indicate order of appearance.)

Autobots Decepticons Humans


"Beautiful, isn't it?"
"Yeah...what is it?"
"I have no idea."

Elita-1 and Optimus admire the webs.

Optimus: Somebody's gotta keep you two walking malfunctions from getting in over your heads.
Sentinel: We never get in over our heads.
[The ground crumbles underneath them, causing them to fall into a cavern. Optimus gives Sentinel a look.]
Sentinel: What?

—Optimus and Sentinel, best of friends.

Bumblebee: [Bad Slavic accent] Velcome. I am Count Dracubot. I vant to drink your motor oil.
Bulkhead: Hey, guys! I finally found something big enough for my ghost costume.
[Fumes surround his feet, causing Sari to cough]
Sari: Bulkhead, where did you get that sheet?
Bulkhead: It was just draped over some house. Weird place for a bed sheet, huh?
Sari: Oh, that's not a bedsheet. That's a fumigation tent.
Bulkhead: Really...? What's a fumigation tent?
[As well as the fumes, Bulkhead's feet are now covered in dead cockroaches.]

— Sari sees the Autobots' costumes.

"I've got a good feeling about this. Any cycle now, we're gonna be overflowing with rich, All Spark-infused, energon-y goodness!"
"Did you really just say 'energon-y goodness'?"

Sentinel's speech tick—er, tic bemuses Elita-1.

Sari: Optimus! Check out my costume!
[Camera reveals that Sari is Optimus Prime]
Sari: [Imitating Optimus] Oh, look at me. I'm Optimus Prime. I'm scared of spiders.
[Bumblebee and Bulkhead chuckle]
Optimus: That's not what I sound it?
Bumblebee: Last chance to join us, Boss Bot.
Optimus: Thanks, but I'll pass. Just be careful out there, all right?
Sari: Don't worry. I'll keep these two out of trouble. [Imitating Optimus] Transform and roll out!
[Optimus gives Sari a look]
Sari: Couldn't resist.

— Sari and the Autobots roast Optimus Prime.

Bumblebee: Bulkhead. Bu-Bulkhead...BULKHEAD!
Bulkhead: What?
Bumblebee: Big, black, fangs, legs. Lots and lots of legs!

— Bumblebee freaking out.

Sari: Trust me Bumblebee, there are no giant spiders on this planet.
Bumblebee: Yeah, well maybe it came from some other planet.
Bulkhead: Huge alien lifeforms, coming to Earth. You got to be kidding.
{Brief pause and crickets chirping]
Bulkhead: Oh right.

— Moments like this are why people tend to think Bulkhead is dumb.

Bumblebee: Who are you?
Bulkhead: What are you?
Sari: Duh. She's a girl.

—The gang meets Blackarachnia.

"This is all your fault!"

Sentinel, blaming Optimus for the disaster that happened on an excursion he suggested. Jerk.

"So, who was that bug-bot lady?"
"Someone I never should have left behind."

Bulkhead and Optimus Prime talk some heavy stuff.

"As much as you want to give me a face full of foam..."

Blackarachnia makes the dirtiest line in Transformers History.

"Come closer, I need to tell you something."

Blackarachina could have to Optimus "I love you". They make a great couple, don't you think so?

Blackarachina: Leave me alone. I don't want you to see like this anymore!
Optimus Prime: Come with us Elita, We'll find a cure together. Let me earn back your trust.

— Those two still really care about each other since 'The search for Alpha Trion'.


  • In the Japanese version, it was aired as the tenth episode.

Animation and/or technical glitches

  • Shortly after Sentinel says that he and Optimus should go back for Elita when the Decepticon ship explodes, his nose and forehead are painted silver, like Optimus.
  • As Blackarachnia is stroking Bulkhead, his jaw falls off, then is seen re-attached to him the next scene (though it could have just been a throw away joke).

Continuity errors

  • Not quite an error, but the events of Optimus' flashbacks from this episode were later revealed to be the reason for his being expelled from the Autobot Academy.

Transformers references

  • In the Generation One animated series, Elita One was G1 Optimus Prime's paramour. The Animated incarnation of the character refrains from attempting to visually homage the original pink-and-white Elita, instead creating a blue-and-yellow pony-tailed character who bears a resemblance to Elita's earlier (pony-tailed) form, Ariel. Elita's coloration brings to mind the other girl, on the other hand. Her relationship with Optimus is less distinct (it almost appears as if she's Sentinel's girlfriend at one point), with this episode's flashbacks not suggesting any romantic connection between the two, but the present-day scenes suggesting some kind of personal tension (though that could be guilt on Optimus's part and anger on Elita's).
  • As a note to the above mention, Blackarachnia does attempt to seduce Optimus so she could get the drop on him the same way she did Bulkhead. And it worked. Crafty fem-bot.
  • Sentinel is depicted here as Optimus's friend and peer, whereas in all other series he's either been Optimus's mentor, a superior officer, or a predecessor. In this way it seems the roles of Sentinel and Ultra Magnus have been reversed from past continuities.
  • With this episode, energon cubes make their first appearance in Transformers cartoons since Beast Wars. They look exactly like they did in the Generation One cartoon, which even Beast Wars didn't pull off.

Real-world references

Miscellaneous trivia

  • This is the first episode to not feature Ratchet or Prowl.
  • In a flashback, prior to Blackarachnia's transformation, a helmet can be seen sitting in a corner of the Decepticon ship. In the present day, she wears it to hide the facial extent of her transformation.
  • This episode makes a point of how Sari has been overusing the Key previously, and that it can't be used to cure every Transformer injury. The writers evidently anticipated that reaction from the audience.
  • Referring to himself as "vertically challenged," Bumblebee seems to be over his height complex, which was such a major point in "Total Meltdown".
  • This is the first time Sentinel has been fully on screen. When he appeared in "Transform and Roll Out", all that was seen of him was his head.
  • In the flashbacks, neither Sentinel nor Optimus is addressed as "Prime". It's possible they hadn't attained that rank yet. (Sentinel is actually credited as just "Sentinel", not Sentinel Prime or Sentinel Minor, like he is in "Autoboot Camp", making it much more likely that the non-mention of their ranks was intentional.)
  • Blackarachnia claims that she's been waiting to be cured for "a thousand stellar cycles", which gives us a rough time frame for when the flashbacks in this episode took place. Whether they occur before or after "Autoboot Camp" is unclear, but it's probably before if we assume that our favourite jerk was only going by "Sentinel", and not "Sentinel Minor" at that point.
  • This episode gives us at least one reason why Sentinel hates Optimus. The aftermath of this incident would be touched upon in "Endgame, Part I".
  • The hand motions Bulkhead makes at the end of the episode when he says "So who was that Bug-Bot-Lady?" are... interesting, to say the least.
  • While dressed up as Count Dracubot, Bumblebee states that he "wants to drink your motor oil." As we learn later, this is roughly the equivalent of a vampire saying he wants to bum a few beers off you. Bumblebee really needs to work on this whole Halloween thing.
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