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And that's why I now prefer to work alone. It's so sad when bad things happen to those close to you. But don't get me wrong -- I fully intend to snuff out your spark. And, believe me, I will make it hurt. But that won't compare to the pain you feel of knowing I'm adding your human to my collection.
~ Airachnid emotionally tormenting Arcee.

Airachnid is a recurring antagonist in the TV show Transformers: Prime, acting as one of two secondary antagonists (alongside Starscream) of Season 1, a supporting antagonist in Season 2 and a minor antagonist in Season 3.

She was a former Decepticon and Megatron's rogue commander who left the group and decided to hunt endangered species just for the thrill of hunting. She originally took the form of a half-spider creature, but recently, in order for her to escape, she took the form of a helicopter. She is also Arcee's arch-nemesis, due to murdering her first partner, Tailgate and hunting her human partner, Jack, like an animal.

She was voiced by Gina Torres, who also played Jasmine in the Buffy the Vampire Slayer spin-off Angel and voiced Superwoman in Justice League: Crisis on Two-Earths (later reprising the same role in Lego DC Super-Villains).


When you extinguish my spark, make it hurt. You know I would extend that courtesy to you.
~ Airachnid being cornered by Arcee.

Airachnid is one of/arguably the most sadistic and psychopathic of the Decepticons. She takes immense sadistic joy in physically, mentally, and emotionally tormenting her living victims, while showing a cold, psychopathic and remorseless attitude towards her deceased ones. A vindictive individual, Airachnid will never miss an opportunity to settle a score on a reoccurring enemy, especially her Arch-enemy Arcee and her partner Jack Darby. As she once explained to Starscream, she had no interest in other motivations for killing Megatron: not to seize power over the Decepticons, and certainly not because she wanted to help Starscream. She only wanted revenge on Megatron for his attempt to assassinate her, nothing more.

You're making this too easy, Jack. And I do not enjoy being bored.
~ Airachnid hunting Jack as he flees for his life.

She would hobby collecting the heads of her prey as trophies, endangered and sentient alike. When hunting, she enjoys toying with her prey (especially sentient beings), purposefully prolonging chases to extend their fear and suffering. Sometimes, even in a flirtatious manner, like comparing chases to "Playing hard to get". She became notably vengeful towards Jack for destroying her trophy collection, and in return, she captured and attempted to kill his mother as "the sweetest revenge [she] can possibly devise".

Arcee: I didn't peg you for re-signing with the Decepticons.
Airachnid: A temporary arragement, Arcee. You know I prefer working alone.
~ Airachnid's real reasons for rejoining the Decepticons.

A natural individualist and opportunist, Airachnid always prefers to work alone and keep everything for herself. She pledges loyalty to no one but herself, only ever doing so as a manipulation tactic to gain something. As such, even her fellow Decepticons weren't safe from her wrath. Airachnid's arrogance in her own skills would frequently lead her to incite conflicts and intimidate her allies. She only rejoined the Decepticons to provide her a position of power, and she would not hesitate to repeatedly conspire to usurp Megatron's leadership. When her insurrections failed, Airachnid once again deserted from the Decepticon faction and attempted to destroy both the Autobots and Decepticons with her new found Insecticon army.

Ultimately, Airachnid's psychopathic personality and traitorous actions isolated her from everyone she interacted with. Poetically and literally when Soundwave stranded her on one of Cybertron's moons to perish alone.



During the war on Cybertron, Airachnid captured both Arcee and her partner, Tailgate. Airachnid demanded Arcee to tell her where the Autobot's attack coordinates were, but Arcee said that she didn't know. Believing she was lying, Airachnid threatens that she would kill Tailgate if Arcee didn't reveal the coordinates. Since Arcee didn't know the coordinates, Airachnid killed Tailgate right in front of Arcee. She was about to kill Arcee as well when Bumblebee and Cliffjumper rescued her. Outnumbered, Airachnid retreated and disappeared for megacycles.

At some point, Airachnid would eventually breakoff from the Decepticon faction to pursue her personal hobby of hunting endangered species across the galaxy and keeping their heads as souvenirs.

Arrival on Earth

Arcee and Jack were investigating the crash landing of Airachnid's ship when they encountered her. She entrapped Arcee and this time attempted to capture Jack in order to claim his head as her trophy and to emotionally torture Arcee further. Jack evaded Airachnid and succeeded in blowing up the ship along with Airachnid. She however survived and retreated underground.

When Airachnid was surrounded by the terrorist group, MECH and their leader, Silas, she made a deal with them: If they helped her capture both Jack and Arcee, she would let them dissect Arcee so they could learn more about Cybertronians. Doing so, they captured Jack's mother and forced Jack and Arcee to meet at a warehouse. Airachnid ensnared Arcee and revealed she wanted to torment Jack by killing his mother in front of him. Before enacting her plans, she offered Jack a sporting chance and proposed a deal: If Jack could rescue his mother before midnight, she would release both of them (notably not promising that Arcee would be released).

Secretly, Jack managed to call Agent William Fowler while searching for his mother. While he searched, Airachnid followed him in sadistic glee before she pointed to his mother's location. Despite Jack finding his Mother within time, Airachnid stated his purpose was to "rescue" her, not "find" her. With his time up, Airachnid restrained Jack to make him watch as she prepared to kill his mother. When Arcee regained consciousness and evaded MECH, she rescued both Jack and his mother while fighting Airachnid. When Fowler came with a small army, Airachnid scanned and took the form of a helicopter to retreat, again.

Airacnid appeared again, searching for the Polarity Gauntlet, but another Decepticon, Breakdown was searching for it as well to prove his continued worth to Megatron. The two initially fought over possession of the gauntlet, however they formed a temporary alliance to fight Arcee and Bulkhead. The two were defeated and magnetized together by the Polarity Gauntlet, forcing Airachnid's return to the ranks of the Decepticons.

Return to the Decepticons

Upon returning to the Decepticons, Airachnid very quickly worked her way up the chain of command with the intent to become Megatron's second-in-command. However, Starscream occupied that position at the time. Fortunately, due to Megatron's recent distrust in Starscream, he ordered Starscream to guide Airachnid to retrieve the Immobilizer, an experimental weapon that was on a old Decepticon ship, the Harbinger. When the two located the ship, Airachnid was disappointed to discover the ship spilt in half and that the weapon was on other half of the ship, which Starscream knew the location of. Airachnid restrained him with a web attack and demanded to know the location of the other half. Begrudgingly, Starscream revealed the location, however, Airachnid left him restrained with the intent to return to Megatron alone.

She arrived at the second half and secured the Immobilizer, so when the Autobots arrived, she froze Bulkhead and Optimus. She debated deserting once again with the Immobilizer, however she decide to proceed as Megatron planned because it would enable her to insinuate Megatron's trust. While she was distracted with the self debate, Bumblebee ambushed her and destroyed the Immobilizer. Upon returning to the Nemesis, Megatron berated her not for the loss of the Immobilizer, but for leaving Starscream behind to be captured by the Autobots.

During the 47 spheres alignment and awakening of Unicron, Megatron left to meet with Unicron and he placed Airachnid in charge during his absence. In One Shall Rise, Part 3, Megatron went into the core of the Earth to stop Unicron from taking over the planet so that he could conquer the planet himself. Airachnid wanted to abandon Megatron there and demanded that a course be set for Regulon 4, thus attempting to take control of the army. The attempt was blocked by Soundwave; Airachnid tried to attack him, but Soundwave's speed and strength prevented her from reaching the ship controls. She announced, "I'll tear out your spark for that!" before Laserbeak came out and shot her down with his lasers. Soundwaved pinned her under his foot until she yielded, allowing Soundwave to resume the search for Megatron uncontested.


Her disloyal attempt to abandon Megatron did not go unnoticed, as Megatron later ordered Dreadwing and Breakdown to assassinate her. However, the duo failed when Airachnid incited Breakdown, prompting him to attack her prematurely. She ensnared Dreadwing with a web attack, however he injured her by breaking off one of her appendages. Breakdown perused her alone, he found her cornered and injured. He attempted to finally kill her, however she ensnared him in webbing and killed him. Leaving only the dismantled remains of his body as retribution. Officially a traitor of the Decepticons and injured during the fight, Airachnid searched an abandoned Energon mine to heal herself. There, she discovered an Insecticon scout and was able to command it to find her Energon. While mining, the scout would run into Starscream and lead him back to Airachnid. Starscream attempted to appeal to their common ground of being outcasts from the Decepticons, and proposed they should team up to overthrow Megatron by luring him to the mine and having him battle the Insecticon. Airachnid considered the deal, but revealed she only had interest in getting revenge on Megatron and did not wish to rule the Decepticons nor affiliate with Starscream. She then ordered the Insecticon to kill him. Airachnid later enacted Starscream's plan when she radioed with Megatron and insulted his attempt to assassinate her. She then challenged Megatron directly to meet her at her coordinates.

When Megatron arrived and confronted Airachnid, the Insecticon ambushed him. She observed the fight, enjoying the show and handicapped Megatron's blaster with her webbing. Secretly the Autobots arrived at their location, where Arcee ambushed Airachnid. The two began a chase with the two evenly dodging each others' attacks. Airachnid tried to kill off her Arch-enemy when she ensnared the latter in a web trap, but Starscream intercepted Airachnid's attempt and forced her to retreat. Meanwhile, Megatron continued his battle with the Insecticon, but he eventually overpowered and destroyed it. During her retreat, she discovered an army of Insecticons laying in Cryostasis.

During Bulkhead's temporary confinement aboard the Nemesis, he accidently activated the ship's beacon, allowing Airachnid to pinpoint the Nemesis' location. With the Decepticons' location secured, she awakened the Insecticons and declared herself their queen. She then ordered her army to attack the Nemesis and kill every Decepticon. However, she was once again confronted by the Autobots. Airachnid ordered a small portion of her army to engage the Autobots as she fled the scene. Arcee escaped the battle and pursued after her. Arcee followed Airachnid underground and discovered the Insecticon stasis pods. There, she confronted her arch-enemy and the two battled one final time. In their fight, Arcee landed a devastating kick that caused Airachnid to stumble backwards into an Insecticon stasis pod and get sealed inside, severing one of her appendages. Despite her frivolous attempts, she could only wait until the pod completely froze her. Her body would be recovered by the Autobots and would remain inside a relic storage cell, still trapped inside the cryostasis pod for the rest of the season.

Airachnid made brief cameo appearances throughout the rest of the season: When Jack was giving Smokescreen a tour around the base, their tour took them to relic storage. There, Smokescreen spotted the frozen Airachnid and questioned her identity, but Jack only gave a vague warning to Smokescreen not to mess with her. She reappears again when Starscream used Red Energon to infiltrate the Autobot base. When searching for the Omega Keys in relic storage, Starscream discovered Airachnid. Despite his curiosity of her fate being sated, he was still disgusted at seeing her again.


Her frozen body was later discovered by the Decepticons when they were scavenging the remains of the Autobots' base, but they did not revive her for her past actions. While it appeared that her comeuppance for her evil actions (including either killing Tailgate in cold blood or did similar thing on June Darby) was to remain frozen in the stasis pod, her later fate proved to be worse than her own actions.

Chaos ensued on the Nemesis as a result of Starscream and Knock Out’s foolishness in meddling with an experiment where they combined the Dark Energon and imperfect Synthetic Energon in Cylas. The resulting compound ended up turning Cylas into an Energon-hungry Terrorcon. During his rampage, Cylas infected a number of Vehicons on board and freed Airachnid from her stasis prison. Upon reawakening from stasis, she was attacked by Cylas, who she believed to be the late Breakdown. An intense fight broke about between the two as Cylas attempted to drain her of her Energon. Airachnid however, restrained Cylas and mortally wounded him by stabbing him. She then proceeded to tear open his chest, only to discover the dying Silas inside. Silas thanked her for putting him out of his misery, which only prompted her to mutter, "Whatever".

Having gained her freedom once more, she retook control of the Insecticons on board the Nemesis. She instructed them to destroy all of the Decepticons. However, the group first encountered Soundwave, who used the space bridge to transport them all to one of Cybertron's moons. Having been infected by Cylas while fighting him (via a small scratch on her neck), Airachnid soon became a Terrorcon herself. She then ordered the Insecticons to approach and serve their queen, as she drained their Energon.


Piece of advice -- Make yourself comfortable. You're going to be here awhile.
~ Airachnid in Arcee's flashback scarring the latter's face.
My first local. Time for humankind to feel my sting.
~ Airachnid finds Jack alone in the woods.
Airachnid: Arcee. Small universe.
Arcee: Too small, Airachnid.
Airachnid: You're still holding a grudge? The war's been over for megacycles.
Arcee: Tell that to The Decepticons.
Airachnid: These days I travel solo in pursuit of my new hobby.
Arcee: [Remembers the display cases full of heads] I got a look at your souvenir case.
Airachnid: You mean my trophies? I collect endangered species. Of course they aren't really endangered... until they meet me. And I have a slot reserved for "human".
~ Airachnid's not so sweet reunion with Arcee.
You sure have trouble hanging onto your partners, don't you? We both know what happened to Tailgate. But I recently picked up some Decepticon radio chatter regarding the passing of Cliffjumper. At some point you really have to ask yourself, Arcee, "Is it them, or is it me?"
~ Airachnid taunting Arcee with the deaths of her previous partners.
Hello, Jack.
~ Airachnid jumpscaring Jack.
If you wanted a tour, Jack, all you had to do was ask. Did you spot the empty space? I hope you like it. It's where you'll soon hang your head.
~ Airachnid entering her ship in search of Jack.
Airachnid: Don't tell me MECH never considered that an open-channel distress signal from an injured Decepticon might be a trap.
Silas: I'll bear that in mind next time.
Airachnid: [Laughs] Next time? Decepticon radio chatter is all abuzz about the work over you gave poor Breakdown. As an ex-con myself, I really should eviscerate you for that. But an old acquaintance and her nasty, little human destroyed my ship and skinned my knee. I mean to pay them back in kind -- both of them. You see, I make it in and out of places most Decepticons can't, but I'm still learning to navigate this planet.
Silas: What's in it for MECH?
Airachnid: I'll let you live. And, since you came to collect -- a "transformer", was it? -- I'll throw in whatever's left of Arcee after I've broken her.
~ Airachnid making a deal with Silas to get revenge on Arcee and Jack.
Airachnid: I'm still learning about humankind, but one thing is clear to me, Jack -- you people care deeply about family. Therefore, the sweetest revenge I can possibly devise would be to make you watch as I take your family apart.
Jack: If you hurt my mother --
Airachnid: You remember how much I enjoy sport, don't you, Jack? So I'll give you the opportunity to save your mother. I've stashed her close by. If you can rescue her before the stroke of 12:00, I will let both of you go unharmed. Deal?
Jack: And if I can't?
Airachnid: What do you think?
~ Airachnid threatening Jack with the life of his mother.
Now... [Restrains Jack with a web attack] ...Take a seat. Sit back and enjoy the horror show.
~ Airachnid preparing to kill Jack's mother.
You know, Jack, she's your mom. Why should I have all the fun? So, you get to choose -- agonizing or excruciating? [Spits acid near Jack]
~ Airachnid emotionally tormenting Jack.
Pinned like a bug. Of course, I can think of one permeant way out of your predicament.
~ Airachnid preparing to kill an immobilized Arcee.
Megatron: Breakdown, you dare to return empty-handed?!
Breakdown: No, master. [Turns around to reveal Airachnid magnetized to him]
Megatron: Airachnid. It has been some time.
Airachnid: Lord Megatron, what can I say? It's good to be back.
~ Airachnid's unceremonious return to the Decepticons.
Be still, my beating spark.
~ Airachnid upon activating the Immobilizer.
No word yet from Lord Megatron? It appears our leader has abandoned us while this world erupts in chaos. I beleive we must consider the possibility of a future without Megatron.
~ Airachnid planning out loud to usurp Megatron's command.
Airachnid: You have something to say Soundwave?
Soundwave: [Stares]
Airachnid: [Transforms into her spider mode] I command this vessel. You will resume your post.
Soundwave: [Continues staring]
Airachnid: Step Aside!
~ Airachnid's standoff with Soundwave.
Airachnid: Am I the only one here who considers this to be overkill on Lord Megatron's part? I mean, dispatching two of his most proficient warriors to track down one unconfirmed Eenergon spike.
Breakdown: Megatron knows me and Dreadwing here will get the job done.
Airachnid: Actually, I was referring to Dreadwing and myself.
Breakdown: [Growls while approaching Airachnid]
Dreadwing: Breakdown, remain on task. This must be a unified effort.
Airachnid: Indeed Breakdown, I know we've never seen eyes to 'eye'. But that doesn't mean we can't [Winks] 'patch' things up.
~ Airachnid inciting Breakdown.
Yes, minion, approach me. Obey me. Worship me.
~ Airachnid commanding her Insecticon minion to deliver her the energon.
Starscream: You know, Airachnid, as fellow outcasts, we should consider putting aside our differences. With this creature under your control, and at our disposal, we might employ it to terminate Megatron. Allowing us to rule the Decepticons.
Airachnid: Together?
Starscream: We would simply need to lure Megatron here, away from his support systems so that we might catch him...
Airachnid: With his guard down. An intriguing proposal. If ruling Decepticons or spending any length of time with you were of the slightest intrest to me.
Starscream: [Gasps]
Airachnid: Of course, you had me at "terminate Megatron". Payback would be sweet.
Starscream: However you wish to spin it.
Airachnid: I would need to ensure that my assassin is up to the task. Perhaps, a test run is in order.
Starscream: What? I thought we were partners?
Airachnid: Eviscerate him!
~ Airachnid reveals her true motivations behind using Starscream's plan, before ordering her Insecticon to kill him.
Airachnid: Heard from Breakdown lately?
Megatron: Trace the communication.
Airachnid: Megatron truly, you sent simple henchmen to terminate a high ranking officer. I thought you reserved that honor for yourself.
Megatron: Is that a challenge?
Airachnid: An invitation. And since Soundwave is no doubt tracing this signal, you know where to find me.
~ Airachnid luring Megatron into her trap.
Starscream, I vow -- I will have your head. [Follows a distant humming noise into a hidden cavern] So my warrior was merely a scout.
~ Airachnid discovering her Insecticon army.
Devoted servants, the time has come, for the ultimate retribution. Arise my armada, and attack!
~ Airachnid awakening her Insecticon army.
Airachnid: When you extinguish my spark, make it hurt. You know I would extend that courtesy to you.
Arcee: I'm not like you.
Airachnid: Very well then.
~ Airachnid being cornered by Arcee.
[Gasps] Breakdown! Did I not exterminate you once already?
~ Airachnid being freed from her cryostasis pod by CY.L.A.S and mistaking him for Breakdown.
Airachnid: [Stabs CY.L.A.S as he groans in pain] Second time's the charm. [Laughs] But to be certain... [Tears apart CY.L.A.S' torso] I shall remove your very spark. [Gasps] Silas? Whatever have they done to you? But more importantly, thank you for freeing me.
Silas: No. Thank you. [Powers down]
Airachnid: Whatever.
~ Airachnid's reaction to discovering a dying Silas inside Breakdown's body.
Insecticons heed me. [Echoes] Your queen has returned.
~ Airachnid regaining control over her Insecticon army.
Loyal servants, the time is now. Lay waste to all Decepticons, leave no trace of them in your wake. [Spots Soundwave] Soundwave! I vow that on this day the world will hear the sound of your screams!
~ Airachnid mobilizes her army before confronting Soundwave in the hallways of the Nemesis.
Insecticon: Your majesty, we await your command.
Airachnid: Approach me. Serve your queen. [Hisses before draining the Insecticon of Energon]
~ Airachnid feeding off her Insecticons.


  • Possibly numerous counts of unnamed Autobots
  • Numerous different endangered species.
  • Tailgate
  • Breakdown
  • Silas/Cylas
  • Bombshock (when she becomes a Terrorcon)
  • All Insecticons Survivings of the Hive



  • Airachnid is a portmanteau from the words "air" and "arachnid".
  • Having magenta optics, Airachnid is one of four Transformers: Prime Decepticons to not posses red-colored optics. The other three are Breakdown and Predaking with yellow optics, and Soundwave who is faceless.
  • The shape of Airachnid's head is very similar to the head structure of Maleficent from Disney's Sleeping Beauty.
  • As a Terrorcon, she appeared to have more control on herself unlike Cylas and all other Terrocons shown in the series whom, upon being turned into a Terrorcon, was reduced into a mindless beast. This was due to the fact that Airachnid was infected by a small scratch and was still alive, wheras all other Terrocons were already dead when they were transformed.
  • Airachnid is arguably one of the most evil and vile characters in all of Transformers media, due to how she has slaughtered countless alien creatures and several characters like Tailgate, Breakdown and Silas and how she has the goal of overthrowing Megatron and destroying both the Autobots and the Decepticons.
  • In the Japanese dub of Prime, Airachnid's personality is completely different from her US interpretation. In the dub, she is a bubbly, giggling, high-strung chatterbox that is obsessed with collecting handsome boys as trophies. Played up as something of a female Pepe Le Pew, she constantly swoons over Jack, calling him her "hunk", her "darling", her "cutie Jack-chan" and various other lovey-dovey remarks as she amorously pursues him (even going so far as to sing love songs to him, mid-chase). While her sadistic qualities remain, she's played more like a creepy stalker girl than a vicious monster, though this does not affect her current status.
  • Airachnid is based on Blackarachnia.
  • In the original script for Predacons Rising, Unicron would have recruited Airachnid and her surviving Insecticons as his army, however, this idea was cut. It is therefore presumed that Airachnid finally died when she ran out of Energon to consume.

External Links


            Transformersprimelogo.png Villains

Nemesis Crew: Megatron | Starscream | Soundwave | Shockwave | Knock Out | Breakdown | Airachnid | | Dreadwing | Vehicons | Skyquake | Barricade | Rumble & Frenzy | Trypticon | Thundercracker | Skywarp
Combaticons: Onslaught | Brawl | Swindle | Vortex | Blast Off | Bruticus
Insecticons: Sharpshot | Kickback | Hardshell
Predacons: Predaking | Sky Lynx | Darksteel | Ser-Ket | Backbite

Steeljaw's Pack: Steeljaw | Thunderhoof | Underbite | Clampdown | Fracture | Quillfire | Airazor | Divebomb | Groundpounder | Overload | Bisk | Springload
Glowstrike's Crew: Glowstrike | Scorponok | Saberhorn | Kickback
Scavengers: Clawtrap | Paralon | Scatterspike | Thermidor
Starscream's Crew: Starscream | Shadelock | Roughedge | Razorhorn
Stunticons: Motormaster | Heatseeker | Wildbreak | Dragstrip | Slashmark
High Council: Cyclonus | Cyberwarp | Skyjack | Treadshock | Riotgear | Galvatronus

Other Decepticons: Megatronus | Hammerstrike | Chop Shop | Terrashock | Filch | Minitron | Ped | Malodor | Nightstrike | Vertebreak | Octopunch | Headlock | Scowl | Zizza | Pseudo | Backtrack | Ransack | Polarclaw | Crazybolt | Slicedice | Razorpaw | Swelter | Glacius | Torpor | Simacore | Axiom | Theorem | Bludgeon | Clout | Anvil | Hammer | Silverhound | Back | Forth | Stockade | Major Mayhem | Crustacion | Ragebyte | Zorillor | Boostwing | Jacknab | Pilfer | Shadow Raker | Nightra | Flamesnort | Wingcode

Silas | M.E.C.H. Surgeon | Nemesis Prime

Scraplets | Thaddeus Morocco | Terrorcons (Terrorcon Cliffjumper) | Thunderwing | Unicron