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Blackarachnia (Elita 1)
Elita One's head design is similar to that of Aerial, the character in the 'Transformers' episode "War Dawn" who would later become Elita One.
The hanging spider decoration at the pumpkin patch resembles the Black Widow drone used by Lord Chumley in the G1 episode "Prime Target."
This is the second appearance of Sentinel Prime. The first was in 'Transform and Roll Out Part 1.'
We learn that Autobots from the Academy were not allowed to explore organic planets in this episode.
Optimus Prime has suffered from arachnophobia since the incident involving Elita One.
~This is the first episode where Ratchet and Prowl do not appear.
~Issac Sumdac, Captain Fanzone and Megatron don't appear in this episode.
For Halloween, Bumblebee dressed up as a Dracula-bot, Bulkhead was a ghost and Sari was Optimus Prime.
Blacharachnia was Elita-One before she downloaded organic material from an alien spider.
Blackarachnia's original name was Elita One. This was the name of Sentital Prime's old girlfriend from the original Transformers series.
Look closely when Optimus Prime enters the Decepticon ship: Next to one of the piles of Energon you can see Blackarachnia's mask.
In the Generation One series, Elita One's power was slowing time. In this series, she is able to briefly download abilities from other Transformers.
This is the first series since Generation One that Elita One was introduced.
This will mark the first ever Halloween episode in the entire Transformers series.
Black Arachnia was the name of the female spider Transformer back on the Beast Wars and Beast Machines series.
Optimus Prime: (Sees Blackarachnia's Decepticon insignia) So, you allied yourself with the Decepticons instead.
Blackarachnia: (Shoots web at Optimus Prime) At least I know where I stand with them.
Blackarachnia: (About Sari) Keep away from the girl.
Bumblebee: That's just what I was gonna say!
Optimus Prime: Someone's gotta keep you two walking malfunctions from getting in over your head.
Sentinel Prime: We never get in over our heads. (All three fall through the ground and land in a cave. Optimus Prime glares at Sentinel Prime) What?
Optimus Prime: Sentinel, did you ever stop and consider there's a reason why organic planets are off limits to Autobots?
Sentinel Prime: (Chuckles) You're not getting cold landing pads, now are ya Optimus, old buddy?
Sari: (Sees Blackarachnia using Bumblebee's stingers) Hey! That's Bumblebee's thing!
Blackarachnia: (Tries to shoot Optimus Prime with stingers) Oh, don't get your pigtails in a bunch, I'm just borrowing it.
Blackarachnia: (While using Bulkhead's strength to pin Optimus Prime to a building) And by the way little miss 'State the Obvious,' I borrowed the big guy's strength as well.
Bumblebee: (Dressed as Dracu-bot) Welcome, I am Count Dracu-bot, I want to drink your motor oil.
Bulkhead: Hey guys, I finally found something big enough for my ghost costume.
Sari: (Coughs at the smoke coming from the tent) Bulkhead, where did you get that sheet?
Bulkhead: It was drapped over some house. Weird place for a bedsheet huh?
Sari: (Groans) Bulkhead, it's not a bedsheet, it's a fumagation tent.
Sentinel Prime: I got a good feeling about this. Any cycle now we'll be overflowing with rich, AllSpark infused, Energon-y goodness.
Elita One: Did you really just say 'Energon-y goodness?'
Bumblebee: Besides, I can tell the difference between a fake Halloween decoration and a real giant spider!
Optimus Prime: (Through the comlink) Wait, say again Bumblebee, what did you see?
Bumblebee: A giant spider, y'know; eight legs, spins webs, crawls on walls, the whole deal... Hey, were you listening in on our comlinks the whole time?
Sari: Maybe I should give the key a rest.
Bumblebee: (About the flat tires) Hey Sari, can I convince you to use your key one last time?
Bulkhead: So who was that bug-bot lady?
Optimus Prime: Someone I never should have left behind.
Blackarachnia: (Transforms to robot mode) You wouldn't harm a helpless female bot, now would you boys?
Bumblebee: Who are you?
Bulkhead: What are you?
Sari: Duh, she's a girl.
Sari: Trust me Bumblebee, there are no giant spiders on this planet.
Bumblebee: Yeah, well maybe they came from some other planet!
Bulkhead: Huge alien lifeforms, coming to Earth? Ya gotta be kidding! (Laughs then stops) Oh right, us.
Sari: What a scaredy bot, you're worse than Optimus.
Bumblebee: Am not.
Sari: Boo! (Bumblebee hides behind Bulkhead)
Blackarachnia: I know all of your moves Optimus, pure textbook Autobot Academy!
Optimus Prime: Do I know you?
Blackarachnia: I know how you easily forget your friends... although you managed to remember Sentinel that day!
Optimus Prime: Elita One?
Blackarachnia: It's Blackarachnia now!
Elita One: (About the spider web) Isn't it beautiful?
Optimus Prime: Yeah... what is it?
Elita One: I have no idea.
Sentinel Prime: (About the planet) Give me one reason why we shouldn't continue. (Three giant spiders appear)
Optimus Prime: How about I give you three?
Optimus Prime: Sari, I think when the AllSpark powered your key, it had something in mind other than Halloween fun. You should only use it when it is necessary.
Sari: Hello? How necessary was it to use your ax on a fake spider?
Sari: (Acting like Optimus Prime) Autobots, transform and roll out.
Blackarachnia: It'll take a long time for me to trust another Autobot... especially you Optimus.
Optimus Prime: So humans disguise themselves to scare strangers and extort sugary nuggets?
Sari: You make it sound bad.
Optimus Prime: (After hearing Blackarachnia's story) That's why I wasn't able to locate your signature. If I had...
Blackarachnia: What, you would've taken me back to Cybertron to have me taken apart like some lab experiment?
Optimus Prime: (Handing Sari her key) I believe the phrase is 'trick or treat?'
Sari: Yeah, but I'm supposed to say that. You just say 'Happy Halloween' and fork over the goods.
Sari: (Pretending to be Optimus Prime) Look at me! I'm Optimus Prime, and I'm afraid of little spiders. (Bumblebee and Bulkhead laugh)
Optimus Prime: I do not sound like that... do I?
Toonami Jetstream Airdate: March 31st, 2008 - May 12th, 2008
Blackarachnia first appeared in Transformer mythology in the 1996 Beast Wars toy-line and subsequent CGI Animated Series. Originally a repainted figure of Tarantulas, the femme fatale/ bad girl personality proved very popular. This lead to an all original toy mold in the Transmetal II sub-line and one of the few returning characters for the sequel series Beast Machines.
Her story in that series is that she was a Maximal protoform that was reprogrammed with Predacon allegiances. During the course of the series she returned to the Maximals side because she distrusted Megatron.
One of the trick-or-treating kids is wearing a costume that resembles the cartoon character Strawberry Shortcake.
Transformers Armada: Blackarachnia's origin (defecting to the Decepticon side after being seemingly abandoned by her comrades on the battlefield) is reminiescent of the origin of the character Wheeljack on Transformers Armada.
Blackarachnia's robot and beast alternate mode resemble the modes of Blackarachnia's Transmetal 2 form in Beast Wars.
The cloud of pesticide perpetually at the bottom of Bulkhead's ghost costume makes it resemble Pig-Pen's costume from It's the Great Pumpkin, Charlie Brown.
The general appearance of Sentinel Prime is similar to the look of The Tick, a popular superhero character that parodied other superheroes. Townsend Coleman also voiced the Tick in the animated series. Sentinels line of 'Energon-ey goodness' also mimics the Ticks word choices.
Blackarachnia's quest to purge her organic matter is similar to the season one goal of Megatron (From "Beast Machines") who tried to berid himself of his dragon mode to become a pure machine.
Sentinel Prime's disc weapon resembles the discs featured in the Disney film Tron. In the movie they were the primary projectile weapon used by computer programs to defend against hostile programs.
Blackarachnia showed that she can shoot a web line from her hand and swing on it. This is an obvious reference to Spider-Man.
Elita-1/Blackarachnia's ability to copy another bot's weapon is similar to the ability used by Nintendo videgame icon MegaMan.
Classic Optimus Prime
The costume that Sari wore for Halloween is similar to the body of the classic G1 Transformers series, while still using elements of the Animated incarnation, such as the stylized windows.
The Alien Spiders
The clicking noise that the giant organic spiders make is a reference to the clicking noises of the Predator aliens from the Predator movies. The Predator movies were created by Peter Cullen, who voiced Optimus Prime in the original Transformers series.
Note: Peter Cullen didn't create the movie, he worked on the music: special vocalization.
Along Came a Spider:
A reference to the novel "Along Came A Spider" written by James Patterson. The novel was adapted to a movie starring Morgan Freeman.
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