Chapter 1

Somewhere not to far from a planet similar to ours three creatures that looked like floating skulls discussed the fate of the creatures that had accidentally crash landed on the planet and ruined their project. One of them wanted to come up with an alternative to destroying them.

They can't defile the project anymore if they're bodies can't cause anymore damage...

True... sentient bodies cannot damage the project...

Then make them sentient.

It's hard to do with beast modes programmed into their exo-structures.

Then make them animals.

No good. They are too intelligent for that. They will not think like them. They need to be reformatted with bodies that fit both modes.

Then combine the modes...

The suggestion is good but how? How will we be able to do it?

They must become human, not question about it. Not animals and not mutations.

Not mutations. Just humanoids. Give them human forms but let them keep some of their beast qualities. Same with the protoforms orbiting the planet. Combine whatever animals they scan with their humans forms... It will make things simpler..

Good idea...


Megatron woke with a splitting headache. He had somehow been knocked out of his chair and was laying sprawled on the floor of the control room. His vision swam before him and the floor below him felt unusually hard. It was rocking too. Rocking like a ship out on the high seas. It was making him sick.

"Ugh," he moaned, pushing himself to a sitting position, then resting his arm on the seat of his chair, his head down. His vision started to clear up some so he lifted his head and took a good look around the Predacon base. It didn't seem to be damaged in any way. That bit of information confused him. Why wasn't the base damaged? He was sure he'd felt a great impact hit the ship but... no damage?

"Computer, damage report," he said.

The computer ran a short scan, too short for his liking, then said in it's female voice. "None."

"What?!" he exclaimed.

"No damaged has been sustained," the lady computer told him.

"How is that possible?" he demanded.

The computer could give no explanations but that wasn't important any longer. He'd started to notice something strange about himself as he pushed himself back into his chair. A distinctive swishing sound met his ears with every movement he made and stranger still was the sound of air going in and out of his mouth and nose. This confused him. He was a robot. He didn't need to breathe. So why was he breathing and what was that swishing sound? The pain in his head increased and he put his hand on his forehead and groaned.

He froze. Something felt wrong. He didn't feel the usual metal on metal sensation he was used to for some reason. His hand on his head felt strange... wrong. He jerked his hand away from his face and stared at it. What he saw startled him. He stared at a hand covered in a leather glove that was black in color.

What?!

He looked down at himself. He saw he was wearing a dark purple trench coat with two black leather belts holding it shut, a dark purple pair of pants, a black long sleeved shirt with gold buttons, and... what was this? Something very strange was coming out of his butt! He moved sideways and the thing slapped him in the face. He realized then that he had a tail.

What in the world? he stared at the tail a moment. It too was dark purple but it also had a green streak going down it, a bit like his beast form's tail. This was crazy. A human body with a tail?! What had happened? How'd he end up like this?

A scream tore his focus away from the weird tail. He saw a panic stricken thing clad in green, yellow, and black run into the control room. It was Waspinator. Or he thought it was Waspinator, he wasn't sure, it was so strange looking.

It, like himself, looked almost human but it had strange animal qualities as well. It had two antenna sticking out of its dark green hair and two pairs of wings! Wasp wings!

"Waspinator?" Megatron said.

The wasp humanoid ran up to Megatron and grasp the Predacon leader's coat sleeves, it's large purple eyes full of panic. "What hazzz happened to Wazzpinator!?" he exclaimed, "Alzzzo what hazz happened to Megatron?"

Yup, this was Waspinator. Only Waspinator talked like that. Megatron pried the bug loose, and held him at arm's length, studying him. The former wasp robot was now a fleshy humanoid with short green hair, big purple eyes, and slightly green tinted skin. He wore a green jacket with rolled up sleeves that was open, showing off his now fleshy but muscular chest, yellow and black striped pants held up by a black leather belt, and a pair of dark green boots. The wasp would have looked like a human if not for the antenna, wings, and green tint to his skin...

Waspinator was having a panic attack, his speech impediment sounding worse with an organic voice that was almost exactly like his robot one except for a few syllables and pitches. "Wazzpinator izz zzcared!" he exclaimed, his body going slightly limp. "What hazz happened?"

"I don't know," Megatron said, letting the former wasp go. Waspinator collapsed to the floor and then just sat there, humming panickedly to himself as he rocked back and forth.

"Mega...tron," a voice from behind his chair moaned in agony.

The Predacon leader turned from the whimpering wasp and peaked around his chair. There he spotted Scorponok. The scorpion second in command also seemed to have encountered the same form changing phenomena. Scorponok wore mostly gray clothing, gray shirt, gray windbreaker like jacket, gray-ish purple pants, and gray boots, even his hair was a grayish color.

"Scorponok?" Megatron said uncertainly, not sure if he was really addressing his second in command.

The scorpion looked up at Megatron. At least his skin wasn't gray, it was a Caucasian color. His yellow eyes were hidden under a yellow pair of shades. Though he looked almost completely human, unlike Waspinator, he had a gray scorpion tail, that at the moment was limply dragging on the floor as Scorponok got unsteadily to his feet. His glasses fell off as he stared in shock at the Predacon leader. "What happened to you?" he glanced past Megatron at Waspinator. "What happened to him?"

"I don't know," Megatron replied, forcing his voice to keep steady as he looked at his purple gloved hands. The last thing his soldiers needed was for their leader to lose it. He had to stay calm, for his sanitise sake. "But it seems we've gone through some kind of a change, yess."

Scoroponk clacked his teeth together nervously. "What are we going to do?" he asked. "What if the Maximals find out and attack us? We can't do anything like this!"

Megatron put a hand on his second in command's shoulder. "No need to panic," he said, though he felt like panicking himself. Scorponok had a point. If the Maximals attacked them in this state they didn't stand a chance. He could just imagine them coming in and blowing him to pieces or die laughing at the sight of a purple clad human with a T-Rex tail.

"Maybe not all of us has had this happen," he said, hopefully. If some of them hadn't then they'd still be able to defend themselves.

Just then Terrorsaur came running, or half running, half flying, into the room. "MEGATRON!" he screamed at the top of his lungs.

The other three Predacons turned to face him. Terrorsaur had also gone through the weird change. He was no longer a pterosaur-robot transformer. Now he was a humanoid pterosaur with spiky red hair, red eyes, and pale skin. He wore a red and gray star ship trooper like shirt, black pants, and red boots. He also had pterosaur wings and a tail.

When he spotted Megatron he ran toward the Predacon leader and grabbed him by the front of his purple trench coat. "What have you done to me?!" Terrorsaur demanded, his red eyes full of panic. "I'm going to kill you!" Then he noticed Megatron's tanned face, magenta colored eyes and black hair and let the Predacon leader go. "What have you done to yourself?"

"I haven't done anything, no!" Megatron said, annoyed at the former pterosaur. "And as you can see, you aren't the only one who's gone through this strange transformation."

Terrorsaur stared at Waspinator, Scorponok, and Megatron in turn. "What happened?" he asked, his voice betraying his panic.

"I don't know," Megatron replied. "but it seems everyone of us in the base has gone through it, yessss."

Terrorsaur let that sink in then ventured to ask. "What about the Maximals?"

Megatron shook his head. "I have no idea," he said, then walked over to the computer. "I think we'd better see for ourselves..."


The sound of an incoming message brought him back to consciousness. As he opened his eyes, he became aware of random pains in his body. Memories of being shot came back to him and he came fully awake with a start... and found himself hanging upside down from the ceiling. He hung there a moment, trying to figure out how he'd ended up that way then looked up to see his legs were stuck to a giant blue and white spider's web.

Those spiders! he thought, baring his teeth and snarling. The incoming message sound kept on beeping.

He started prying himself loose, staring at his legs as he slowly pulled them free from the web. He'd almost gotten them loose when he noticed something strange. His legs didn't look quite right. The colors didn't look right. What did those spiders do to me?

He angrily yanked himself loose and fell onto the floor. As he scrambled to his feet, ignoring the pain in his body, he caught his reflection in the CR-Chamber window. It didn't look right either. He moved toward it. His stared in shock at his own reflection.

He'd become a humanoid being with long golden hair braided and tide back with a black ribbon, blue tinted skin, red organic eyes, pointy ears. He was wearing a brown colored robe with tan stripes, that was partway open, showing off a muscular blue chest, a chain with a dog tag on it was hanging around his neck, a gold belt tied around the waist, brown striped pants like the robe, and white, gold and silver boots, that looked similar to the armor on his lower legs from his robotic body. The weirdest thing, besides the blue skin, was the brown and tan raptor tail, wagging agitatedly behind him. What in the inferno is this? he thought, his mouth hanging open.

He looked at his hands, they were also blue, but had long claw like fingernails. He made a fist and the nails dug deeply into his skin. He felt pain and unclasped his fists. Blood seeped from the puncture wounds.

He still had no idea what this was but... that incoming message signal was still beeping!

Cursing under his breath, he staggered over to the control panel and spoke into the speaker. "This is Dinobot," he growled into the speaker.

"Ahh Dinobot," a suave sounding voice spoke back at him. "It's so good to hear from you. How have you been?"

"What do you want, Megatron?" the raptor demanded, clenching his teeth as he watched his blood stain the control board a crimson red color.

"I was just calling in to see if any of you Maximals have had some kind of... structural problems lately, yesss."

"What do you mean by that?" Dinobot asked, fascinated by the red stains coming from his own hands. He'd never seen blood before.

The computer screen suddenly turned on. Dinobot stared at a tan skinned man with black hair and magenta colored eyes staring back at him. The man smiled. "So you have," he said, almost amused by the fact, though something in his eyes seemed to say he was disappointed about it. What had he been expecting to see?

Dinobot glared back at him. "What happened to you?" he demanded.

"About the same thing that happened to you, it seems," Megatron replied, his voice somewhat strained.

"What do you know about this?" Dinobot demanded.

Megatron shook his head. "Always quick to jump to conclusions," he said. "As for your question, nothing." he smirked at Dinobot. "But it seems the Predacons aren't the only ones who went through this strange transformation, noo."

"What do you mean?"

"You Maximals seem to have gone through it too."

"You forget, I'm a Predacon."

"Oh I had forgotten," Megatron said, shrugging. "So the true Maximals haven't gone through this?"

Dinobot glanced around the control room. He spotted Rhinox tangled in the other web. He stared at the rhino a moment and noticed the Maximal seemed to look different. He looked back at Megatron and shook his head. "Negative."

"So the Maximals have gone through this as well?"

Dinobot looked back at Rhinox. "So it would seem..."

"Ah," Megatron said, sounding amused. "And the plot does thicken. " he folded his arms. "Is Optimus there? I would like to speak with him."

"He is not here," Dinobot said, rubbing his bloody hands on his pants. "But those spiders are."

"Ahh yes, the spiders," Megatron said, still sounding amused. "If you happen to see them, kindly see if they have gone through this change as well."

Dinobot frowned at Megatron. "If I see them I'm going to make them pay," he growled. "No one shoots me in the face and gets away with it!"

Megatron chuckled at the former Predacon's words. "Always quick to violence," he commented. "I would advice against it."

"You do not command me, Megatron," Dinobot growled, his tail wagging with aggravation. "I am no longer under your command."

Megatron shook his head. "Fine," he said. "but I still must speak to Primal."

"I already told you he is not here!" Dinobot growled impatiently. "If you want to contact him try his commlink!" then he cut the connection, leaned against the computer console, and sighed. So he hadn't been the only one who'd gone through this weird change. He wasn't sure if he should be relieved or angry.

He punched the console. He didn't have time to be worrying about it. He looked over at Rhinox, still in the other web. He'd have to cut the rhino down. He picked up his sword off the floor and walked over to the net. He cut Rhinox down and watched the former rhino fall heavily to the floor. He leaned over Rhinox and didn't even recognize him. The Maximal now wore a green lab coat and pants, had green hair, and worse a pair of smudged glasses. He would have been totally human except he had rhino ears and a tail. Dinobot stared at him for a few minutes, fascinated by the change then remembered what else he was going to do and moved away from the man.

Gripping his sword tightly in his hand, he headed down the hall, the thought of making two spiders pay the only thing on his mind.


Blackarachnia woke up laying on top of someone with long silver-blue hair. She instantly scrambled off the person then sat stating at it. Whatever this thing was it had long silver blue hair, wore a red and brown outfit and had ant antenna sticking out of its head. Wait! Ant antenna?

She leaned over and flipped the figure onto its back. Now she found herself staring into a slightly tanned face. The thing's mouth was partway open and she saw slightly pointy teeth in it's mouth. Because of the teeth and the antenna she quickly figured out who it was. Inferno.

What happened to him? she wondered. Why does he look like that?

She got up and moved around the body of the fire ant. Something weird was happening here and she didn't want any part of it. She stepped out of the stasis pod chamber and into the hall. There she found Tarantulas. He was lying on his back on the floor. One look and she discovered he'd also gone through the weird transformation. He'd become a slightly pale skinned man in a green lab coat, magenta shirt, light purple pants, and green boots. His hair was also magenta but she didn't know what colors his eyes were because they were closed. She noticed strange green streamer things on his arms and reached down to touch one. It was limp but twitched spasmodically at her touch. She stepped back. Humanoid but still a spider... this didn't make any sense to her.

If this had happened to him, what about herself? Her hand unconsciously went for her chest but before it got there she heard someone coming down the hall. She froze in position, listening intently. The footsteps were getting closer. She moved away from Tarantulas' body and headed back into the pod room, where she almost tripped over Inferno. She hadn't gotten more then a few steps when she heard a familiar rage filled growl behind her.

She turned quickly around and was just in time to have a hand clamp onto her throat and shove her roughly against the wall. She let out a choking scream and opened her eyes. Something with long golden hair tied back in a braid and blue skin with red eyes glared back at her, its blue long finger nailed hand holding her a few inches off the floor. Dinobot?


So the female spider had gone through the change as well. The black widow was now a young woman with dark tanned skin with big black eyes and hair that trailed down her back and wavered as if it was alive. Her clothes were similar in design to the metal armor she wore in robot mode. A black body suit, a golden bikini type shirt with long sleeves, and gold boots with purple tips. Her arms had orange streamer like things that wavered as if they were alive. She was beautiful but the former raptor took no time noticing this fact. He was too angry at her and the other spider for shooting him.

"You should have left when you had the chance, spider," he growled at her, his now organic sounding voice just as fierce as his robotic one. He held his sword before her eyes.

"Wait!" she choked through his hold, trying to grasp his arm with her hands. "You don't want to do this!"

That blue face of flesh scowled. His body language said just the opposite. "Why would I not want to do this?" he demanded.

She couldn't think up an answer that he would believe.

Dinobot was about to run her through when he heard a sound behind him. Keeping a firm hold on her throat, he turned his head toward the sound. A figure with blue-silver hair and in a red with brown body suit was slowly pushing itself off the ground. The figure opened it's eyes, revealing red orbs with catlike pupils and stared at Dinobot.

"Ah!" it exclaimed, grabbing up a large flame thrower off the floor and pointing it at him. "What are you?" the figure demanded. "Answer!"

The former raptor noticed the ant antennas sticking out of the thing's head. Inferno.

Dinobot was in such a bad mood he didn't care that a huge flamethrower was in his face. He angrily knocked it out of the fire ant's hand and kicked him to the floor. "I do not have time for you, insect," the raptor growled at Inferno who slumped against the wall, holding his stomach.

Inferno recognized that voice and looked up at that scowling blue face. "You!" he exclaimed, recognizing the raptor. "You're that traitor to the colony!"

Dinobot growled at the fire ant and dropped Blackarachnia. She sat on the floor, holding her neck and gasping.

"Traitor or not," Dinobot growled, pointing his sword at Inferno's chest. "I still have the upper hand and-" he swiveled around to point his sword at Blackarachnia when she tried to get up. " am in a very bad mood so do not even think of trying anything."

The former black widow put up her hands unchallengingly. "Hey," she said. "I'm not going to try anything." she told him. "I promise."

He growled at her. "Somehow I do not believe that," he said, angrily then turned back to Inferno who was once again reaching for his flame thrower. "And if you even think about using that I will run you through and this time it will kill you!"

By then Inferno had finally noticed that his body had gone through a change. He glared up at Dinobot, knowing in this body he was in now could indeed be killed if he was run through.

Luckily Blackarachnia prevented that from happening. "Dinobot, if you're like this and I'm like this and Inferno and Tarantulas are like this, does this mean the others are..?"

Dinobot looked over his shoulder at her. "Yes," he replied. "At least Megatron is."


Optimus Primal woke to find something strange had happened to his body. It didn't feel quite right. He pushed himself into a sitting position and looked at his hands. They were covered in a gray pair of gloves that disappeared under a pair of darker gray sleeves. What is this?

He looked down at himself. He was wearing a dark gray leather trench coat a blue sleeveless shirt (wife beater I think it's called) and a pair of white pants. He touched his face and felt flesh covering his skull. He also felt hair. What in the world?

He looked over at Rattrap and Airazor who lay on the ground beside him. They also seemed different. Since the bird girl was closer to him he leaned over her. She had become a young woman with short brown hair and cream colored skin. She wore a black sleeveless belly shirt, an orange pair of shorts held up by a dark gray leather belt, black boots and black gloves that went up to the elbows. She looked almost human except for the pair of black falcon wings sprouting out of her back and the bird tail sticking out of her shorts.

What is this? She's turned into a human with wings?

He looked over at Rattrap. He too had been a victim to the strange transformation. He was now a short man in his mid-twenties with short gray hair, slightly darker skin than Airazor's, and wore a gray star ship crew type coat, dark orange pants and knee high gray boots. He also had a rat tail and ears.

This is ridiculous! Optimus thought. Humans with animal parts?!

He reached up and touched his ears. They felt strange. They didn't feel human. He checked other parts of himself but nothing else seemed to be animal like. Aside from his ears he was the most human looking person of the three. That's just Prime...

He put out his hand and shook Airazor. "Airazor wake up, we have a problem," he said.

The bird girl opened her eyes and looked at Primal. Her dark green eyes grew wide when she saw his face. "What happened to you?" she gasped.

"I don't know," Optimus replied. "But it seems to have affected both of us," he pointed at Rattrap. "And Rattrap."

She looked at the rat then back at Optimus. "How did this happen?" she asked.

"I don't know," he replied, getting shakily to his feet. "But I think we'd better head back to the base before the Predacons find out what happened."

Airazor nodded and looked at Rattrap who hadn't stirred. "What about him?" she asked, her voice betraying worry.

Optimus leaned over and tried to shake the shorter man awake. "Rattrap, wake up," he said.

Rattrap didn't stir. The two now humanoid robots looked at each other. "I think he's hurt," Airazor said. "What if this transformation did something else to him?"

Optimus didn't want to think about that. He reached down and picked up the smaller humanoid. "We'd better get back to the base," he said.

Airazor nodded and followed him down the cliff toward the base.

Okay. I got this idea while working on a project. I am currently drawing the Beast Warriors as humans with some of their beast qualities and this fanfic idea came to mind. I'm sure a few people have made them human already but I decided to add my own personal touch to it. If you want to get a better idea on how they look you'll have to look up their pictures on my Deviantart name. I have six up so far. This might seem like a childish idea written by girl who's seen too many animes but I think the idea is pretty interesting. :D

Incidentally, this is taking place from part two of "Other Voices" just before Optimus and the others returned to the Maximal base and Blackarachnia poked around in Tarantulas' mind. I didn't want you to be confused about the timeline. Okay? Enjoy.

One more thing: I like hearing from my readers so if you happen to read the whole thing please leave a review. I don't mind what kind just as long as you don't flame. I'll even take criticism if you be nice about it. Thanks in advance.