A/N: This story is a what if story so don't get upset if certain things don't happen as they should.

Chapter 1: the birth

After the death of the first clone of Dinobot Megatron attempted to make a perfect clone. This second attempt would take time but the result was more then Megatron had hoped for. The new clone was far more better then it's predasser, it was able to transform but the real change was it's mind it thought like the real Dinobot but it thought more on it's own.

The clone was sent to scout the maximal base. He then went to see if they were within the base, to his surprise Rattrap saw him " ay chopper face, what are you up to?" He asked "I am returning from reconnaissance." He said as he entered the base. He then started to look for Optimus Primal which was not hard. The maximal leader was checking on some reports from his comrades, unbenouced to him an unexpected guess walked up behind him. "Greetings Optimus." The cloned Dinobot said to the maximal leader. "Greetings Dinobot, why are you still here thought you went on patrol?" He asked the clone " I wish to discuss something of importance to you, in private." The cloned dinobot said, the two had entered into Optimus's quarters "Optimus I wish to inform you that I am not who you think I am." He told Optimus primal "so your another clone, no doubt here to terminate me?" He said "on the contrary ,I wish to join the maximals." He told the maximal leader.

A day later:

The cloned Dinobot was now a spy within the predacon base. As he was walking through the base he checked out the data on everyone on both sides. As he looked at each one he felt conflicted as to whom he truly fought for, he then saw the real Dinobot's data and felt unpleasant. He was then interrupted by a rude and sadistic spider who told him that Megatron would require him for a mission.

Dinobot was sent to find a stasis pod with Scorponok and Blackarachnia to his dismay he had no other option. The trio were now the region in which the stasis pod had crashed, "Hurry up you gear heads Megatron is waiting to get the stasis pod and he wants it delivered to him quickly." Scorponok said to his companions. "I don't understand why he was put in charge." Blackarachnia asked the cloned Dinobot. "Your guess is as good as mine." he responded as he watched the scorpion scout the area. He then turned to Blackarachnia to speak to her about something but was cut off when Tigertron was spotted. Scoroponok attempt to attack but was frozen before he could transform, Tigertron had been caught off guard and Blackarachnia shot him with cyber-venom causing him go in to stasis mode. Dinobot walked over to his remaining companion "very impressive, never expected it to be very effective." she grinned "Always keep an eye on a spider they always tend to be venomus." he gave her a small grin and the two then continued their mission to the stasis pod. The two had entered the area where the pod had crashed. "We should split up, i'll scout out the area for enemy targets." he then left as Blackarachnia progressed to the pod. She found the pod and two maximals already there. Cheetor and Blackarchnia duke it out as Rhinox tried to awaken the protoform, close by Dinobot was watching the battle. As he watched he knew he would have to step in, And as Blackarachnia was about to finish off the young maximal he caught the cyber-venom arrow and through it back at Blackarachnia. At that moment something clicked inside Dinobot and charged at Cheetor with great fury that the young maximal didn't get a chance to try and stop him. Dinobot then transformed into robot mode "Dinobot, what are you doing?" Cheetor asked "protecting my comrade." he then fired a strong blast of his eye beam at Cheetor nearly roasting him, he then stopped his attack and went to help Blackarachnia. As he did that his scanners picked up on two other predacons arriving Terrosur and Waspinator, he the picked up the injured Blackarachnia and returned to base.

Back at the predacon base:

Blackarachnia woke to see the cloned Dinobot watching her. She gave a cold stare and noticed he had been beaten only one conclusion came to her Megatron was unpleased and took his anger out on him, he then turned away and walked to his chambers. She watched as he walked wondering as to why he saved her, the only way she would know is if she spied on him.

He sat on his berth and thought about what had happened, he wiped away some energon that was still leaking, he let out a sigh as hey layed back on the berth to get some needed rest but was interrupted by a sneaking spider. She dropped from the ceiling and transformed "Why did you help me?" she asked "Would you have preferred I left you there to go offline." he responded back. She glared at him "I don't know what your intentions are, but if you ever do something like that again you'll regret it understand." all he did was grin as if she said something funny, she then walked out of his chambers to her own. Dinobot just layed on his berth and smiled as he began to get some rest.

The next couple of days were different as he and Blackarachnia formed a bond only to survive the other predacons. Dinobot was in his quarters secretly speaking with Optimus about fully going into the maximal's team but he was denied for if he switched the maximals would no longer have the key element they need. he then returned to his previous task, he was practicing his skills for when the time would come for him to battle the other predacons.

A/N: First chapter down, the next chapter my take some time.