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Proving Grounds

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Proving Grounds title shot

Quick, before Silverbolt comes!

Blackarachnia leaves the Maximals, and is drawn into a dangerous hunt with Dinobot.


The Maximals examine Blackarachnia, using a machine to display her insides. Rattrap is unimpressed with the Predacon, but Cheetor finds the lady's structure to be fascinating. Rhinox finds the location of the shell program that Tarantulas installed in Blackarachnia's protoform to make her into a Predacon. When the test is over, Blackarachnia responds aggressively to Rattrap's suspicion and Cheetor's infatuation, but Primal orders her to stand down. Frustrated with not yet being accepted, she leaves the Maximal base using a secret tunnel, but Dinobot II, spying on the Maximals, watches her exit and follows.

In the outdoors, Blackarachnia reflects on her situation to a stray butterfly. Before she can execute the butterfly, she notices Dinobot hunting her. She leaps through trees and starts to hunt the predator. Soon, she ensnares and suspends Dinobot by her webbing. Dinobot cuts himself free and transforms to his robot mode. He accuses her of being a coward and walks away.

In the Maximal base, Rattrap enjoys a video game, but Silverbolt deactivates the game to use the computers to find Blackarachnia. Rattrap cries over his lost game, while the Fuzor determines Blackarachnia to be in Predacon territory. Silverbolt convinces Rattrap to not report Blackarachnia's irregular whereabouts to Primal by mentioning Dinobot.

In darker woods, Blackarachnia and Dinobot find each other again. But the spider realizes she has been fooled by a hologram, while the real Dinobot attacks her from behind using a strong tail swipe. The two fire at each other, and Dinobot dodges a falling tree. Blackarachnia runs, but Dinobot blasts down two trees, pinning the widow's legs under two massive pieces of lumber. Before he can carve into her, Blackarachnia is able to grab her gun and fire a shot into Dinobot at close range. With her enemy down, Blackarachnia tries to radio for help, but doesn't notice Dinobot II being repaired by his Transmetal II energies. Luckily, Silverbolt is already searching for his lady friend, tracing her scent.

The other Maximals figure out that Blackarachnia and Silverbolt are in Megatron's jamming zone.

Blackarachnia keeps her guard up, aware that Dinobot II is still hunting her. Silverbolt arrives, and is promptly shot directly in the chest. The two males battle, with Dinobot getting an upper hand. As Dinobot uses his heat vision to slowly burn Silverbolt's face, Blackarachnia fires her machine guns at her lover (?).

Blackarachnia tries to convince Dinobot to form a private alliance. Dinobot rejects the idea and stuns her with a beam from his eyes. But Blackarachnia's conversation gives Silverbolt the time to stand up again. Dinobot's attacks, but discovers too late that Silverbolt had created a hologram of himself using the vaguely sexual looking holo-projector. He blasts the Transmetal II over the edge of one of those surprisingly common steep cliffs - but Dinobot climbs back up to level. However Blackarachnia fires a missile directly into his face, making sure he won't be able to climb up again.

As the sun rises, Blackarachnia and Silverbolt discuss the conversation about her betrayal that he overheard. She explains it was an attempt to fool Dinobot - a stalling tactic. Blackarachnia decides to leaves the Maximals - no longer desiring to let them distrust her as they do. Blackarachnia tries to leave, but her headbutt harms both Silverbolt and herself. Primal lands and explains that it's up to Blackarachnia if she wants to have the shell program removed. Blackarachnia is surprised to find out Optimus is pro-choice. Blackarachnia agrees to stay with the Maximals, but keeps herself the way she is.


"I'm beginning to like you, Skullface. Let's play."

-- Blackarachnia

"Now we play... for real!"

-- Dinobot, holding a vaguely sexual apparatus.

Silverbolt: You're going to hear the truth if it...
(Blackarachnia turns around and headbutts Silverbolt, knocking him down.)
Blackarachnia: Warned ya...ohh, not such a great idea.
(Blackarachnia falls to the ground; she and Silverbolt groan.)

--Blackarachnia learns not to do something stupid the hard way.


Writers: Arthur Sellers
Original Air Date: February 14, 1999

Major Characters (in order of appearance): Blackarachnia, Rhinox, Optimus Primal, Cheetor, Rattrap, Dinobot II, Silverbolt


  • This is the first and only time Dinobot's egg-shaped hologram device is seen and/or used.

Animation and/or technical glitches

  • When Blackarachnia jumps out of the X-ray machine and goes at Rattrap, she's missing her beast mode legs.
  • Through out the episode, Dinobot II's metal coloration is dark blue when at a distance. Don't know if this is really an error, or just to match the the mid-run redeco that had him blue and bone white.
  • The way the trees fall on Blackarachnia, her head and torso would have been trapped, with her legs sticking out.
  • After Dinobot is dealt with, Silverbolt pulls out his weapon and points it at Blackarachnia. His weapon is not its normal shape or color and resembles one of the missiles that come with his toy.

Transformers references

  • Blackarachnia refers to Optimus Primal as "Apeface" when she explains to Silverbolt why she's leaving the Maximals.

Real-world references

  • The videogame Rattrap plays has some aspects modelled after Street Fighter. Primal tosses a projectile similar to Ryu's "Hadoken" and performs a spinning kick similar to Ryu's "Tatsumaki Senpuukyaku". The two characters in the game are a miscolored Megatron (Transmetal body) and Optimus Primal (who appears close to his non-Transmetal ape form, but not quite the same.
  • The next game Rattrap plays is of the "First Person Shooter" kind, ala Wolfenstein 3D and Doom. It consists of blasting many Waspinators. Even in video games the guy just can't get a break.
  • When Silverbolt asks to recover Blackarachnia, Rattrap calls him "Sir Drools-a-lot", referencing a variation of a clichéd insult and Sir Lancelot of King Arthur's court (by association).

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