- Black Arachnia: Mind your manners. I rescued your spark from oblivion. I chose you as my general for a reason.
- Black Arachnia: Yeah! To satisfy his twisted sense of humor. Don't listen to him.
- Megatron: You are a creature of honor, Silverbolt. You fight for just causes. I gave you such a cause.
- Black Arachnia: The destruction of all organic life?
- Megatron: Cybertron is a haven for machines... where Optimus was deluded by the visions of a malfunctioning computer I have been restoring Cybertron's purity and surely that is the most honorable cause of all.
- Black Arachnia: A world without free will? Where's the honor in that? Don't listen to him, Silverbolt. He turned you into a monster.
- Megatron: I gave you strength. I gave you courage.
- Black Arachnia: We gave you friendship... I gave you my heart.
- Megatron: I gave you power. I gave you life.
- Silverbolt: You gave me NOTHING!
- Black Arachnia: Silverbolt?
- Silverbolt: Blackarachnia?
- Black Arachnia: Is it really you?
- Silverbolt: Get back! What am I? No! NOOOOO!
- Black Arachnia: Silverbolt! Come back!
- Silverbolt: I don't hate Megatron for what he made me do. He freed me from my code of honor, and I revelled in it. Don't you see? I... enjoyed it. I don't know what I am anymore.
- Black Arachnia: You are what you've always been... Honest, pure, virtuous to a fault.
- Silverbolt: You're taking a huge risk.
- Black Arachnia: Considering how well I know the goodness in your heart, it really isn't a risk at all.
- Jetstorm: [Jetstorm gets caught in Blackarachnia's webbing and falls into a puddle of organic goo which activates the spark extracator/DNA scanner device that she planted on Jetstorm's back; wailing] No! Pain!
- Black Arachnia: No! Don't fight it.
- Jetstorm: [groaning] Ahh!
- Black Arachnia: [the D.N.A. scanner finds condor fossils in the catacomb walls]
- Black Arachnia: [gasps] Silverbolt?