Beast Wars: Transformers (1996–1999): Season 3, Episode 7 - Proving Ground - full transcript

Blackarachnia believe her relationship with the Maximals is not going anywhere, and decides to leave. On her way, she ends up having playing a stalking game with Dinobot II.

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46 Proving Grounds.

Oh. Is my inside as
georgeous as my outside?

Ha! Don't flatter yourself, eight-legs.

I seen better circuits than
yours on a maintenance bots.

One more remark like that

and it'll be rat on a stick for lunch.

Now those are what I call lines.

Uh. Someone get him a kitty treat

before he drools all over your computer.

Knock it of, all of you!

We're almost finished.


That's the shell programming.

So that what's keeping Spider-Brain

from finding her true, maximal self, huh?

Very complex.

Definitely me.

We're finished here.

You can go Thanks.

What's the matter?
Don't you trust me?

Huh. About as far as an anvil can jump,

'Course I mean that in
the best possible way,

Blackarachnia, he was only...


Back off!

I'm tired of tests and secrets,

and hanging around this depressing dump.

And I'm sick of your stupid crush.

Blackarachnia, stand down!

I thought I'd proved myself
to you Maximals by now.

Guess I was wrong.

Rattrap, call Silverbolt in from patrol.

Cheetor, you replace him.

Be glad to.

Ha! Predacons.

Who needs 'em?

Not me.

Can you remove the shell
and reactivate her maximal programming?

It's tricky...

And dangerous.

It could dump her entire core
and leave her a blank.

And if we do nothing?

She'll be a Predacon forever.

That may be too big a
chance to take right now.

Let's find her.

So that's how it is,

Nobody's unzipping this girl's core.

Ahh, the game begins...

As I knew it would.

Let's talk about futures -

- yours, and mine.

Mine's gotten complicated.

Silverbolt is every bad girl's dream.

But his Maximal pals would rather
slag me than let me be what I am.

So I guess this gig's over...

like your future...


Just what I need to let
off some real steam.

I'm beginning to like you, skull face,

Let's play.

SHE stalks ME Interesting.

Thought you'd last a little longer.

How boring.

So much for boring.

You waste my time with your Maximal tricks.

Go back to your web, coward.

Uh. Calling me a coward is one thing.

But NOBODY calls me a Maximal!

♪ Round one, fight! ♪

I cannot find Blackarachnia anywhere!

Tey! What a-?
Have you slipped your circuits there, Bolt?

Aw, man, I almost quit the level!

Computer, scan perimeter
for unit Blackarachnia.

Unit located. Moving on vector 7-3-9.

She's headed toward... predacon ground.

But... why?

Obvious, ain't it?

- I'll tell Optimus...
- NO!


Hands off the metal, sir Drools-a-lot.

I'm not in the mood.

I'm... I am sorry.

Give me a chance to bring her back.

Wise up bird-dog!

A Pred is a Pred.

Oh, perhaps...

But she is my responsibility.

She would not betray us.

And I hate cheese.

You trusted the old Dinobot...

And regretted it...
More than once.

All right, you got a megacycle.

We'll be back sooner.

Oh, and, Rattrap...

Thank you.

Oh boy.

I must have a glitch.


How long, before Blackarachnia
crosses into the jamming zone?

10,7 nano-kliks.

Now we play...

for real!

Mood... setting...

all I need now is my dance partner,


You took the bait well.

As I anticipated.


The Maximals have made you soft.

Megatron will change that,

after he extracts the
access codes for the Ark -

- from your head.

Now, hold still -
this WILL hurt.

Blackarachnia to Silverbolt.

I'm badly damaged, I need a lift.

Silverbolt, do you copy?


I let that sneaky lizard lead me
right into Megatron's jamming zone,

Your first mistake,

but not your last!

Your time is done, spider.

Oh, my tracking array is
useless in the jamming zone.

Must return to basis.

I have her scent!

And another one,

a foul one...


- Prepare to die...
- Rattrap!

Where's Silverbolt and Blackarachnia?

I, ah, thought they were... in the lab...

with you!

There's no sign of them on the scanners.

Internal or external.

Optimus to Silverbolt,

come in immediately, that's an order!

They must be in Megatron's jamming zone.

Locate them and let me
know as soon as you do.

Don't know how Fang survived my venom

but a triple dose should drop him.

Thank Primus I found you!

Nothing to say for yourself, eh?

- Yes. DUCK!
- Huh?

Submit now,

or bid goodbye to the object
of your twisted affection.

THIS... is between Predacons!

You surprise me.

Perhaps there is some
Predacon left in you after all.

I'm through with the Maximals...

but I can't go back to Megatron either.

Not without someone to back me up.

Someone like... you.


Tell me more.

You're state of the art metal.

And I've got the key to the Arc.

Together we could rule

without Megatron.

What... happened...?

Usurp Megatron's command and
take the Ark for ourselves,

It is ambitious.

I'm that kind of a girl.

So what do you say... partners?

I say... you...

are a fool!


You'll be up to move in a moment.

Just enough to feel the final blow.

Unhand her, reptilian filth!

Game over, Fangs.

Took you long enough.


What is it?

Despite your attempt to destroy me, I...

I heard your foul plan to betray us.

Ohhhh, why are the cute
ones always tube heads?!

That was a diversion.

I wanted to get Dinobot away from you!

You shot me!

If I didn't he would
have blown your head off!

And you're still functional, aren't you?

It seems so, yes, but...

Oh, oh I get it!

You don't trust me either!

- Blackarachnia...
- Back off, bowser!

I've tried my best to
fit in with you Maximals,

but it's just not working!

You're wrong!
We've all come to think of you as a M...

As a part of the team!

Yeah, right.

That's why ape-face and his
horn-nose pal wanna wipe my core!

You're mistaken!

He would never do that.

I heard them say it!

Oh, thank Primus.

It's Optimus.

It's time for me to go.

It's been a surge.

Oh no!

This time you stay.

Let go!

I don't wanna hurt you but I will!

You've already hurt me...

and you are going to
hear the truth if it...

Warned ya!

Ohhh, not such a great idea.

You both look like scrap.

Ah, yes. We had a...

a slight altercation with Dinobot.

My fault, actually.

No way!

I heard you and Rhinox
planning to unzip my core,

so I took off.

Then Dinobot jumped me
and Spot here rescued me.

Is it true Optimus?

Were you going to reprogram her?

With reprogramming, you could be
the Maximal you were meant to be!

But the decision to take that step

is, and always will be, yours to make.

You mean I had a choice?

That is the Maximal way.

Now, let's get you both back to base.

Excuse me, I believe that's
my responsibility, as her commander,

Which we're gonna have
a long talk about, later,

By the way, thanks for coming after me.

It was... sweet,

As was the way you confessed
the truth to Optimus.

Oh, we'll make a Maximal of you yet.

In - Your - Dreams.

I like myself just the way I am...

and I intend to stay this way.

Home, Rover!