A sultry femme fatale, Blackarachnia (voiced by Venus Terzo) is smart and dangerous. She's got eight legs, and she knows how to use them. Of the several rebellious Predacons under Megatron's command, she's one of the very few who can, on occasion, outguile him. Always looking out for Number One, Blackarachnia values her independence and freedom above all else. She would rather be deactivated than be a slave. Blackarachnia's greatest weakness, other than her overconfidence, is her feelings for the Maximal Silverbolt. Something about his heroic demeanor and the kindness he shows her makes her uneasy. She hasn't experienced unconditional love before, and it scares her, though she'll never admit it.