Disclaimer- I don't own Transformers or anything to do with the show, I only own Max.

A/N- Well, thanks for the reviews ppl... I'm sorry that my description and language is boring but I can only blame that on my crappy writing skills.

Geeze, I'm just starting and I already have a writers block! Alright well... read and review please!

This is supposed to be the ep where Sideways betrays the Autobots and seeing as I have not seen that episode for a loooooong time this is just my own version, so sorry if it is a bit weird.

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Chapter 2-

Max woke up unusually early the next morning, due to the fact that it is extremely uncomfortable for an organic person to sleep on a hard metal table. The girl sat up with a jolt, "ACK!" she cried out then changed back into minicon mode, 'Gee, lucky no-one came in, that would have been difficult to explain.'

She couldn't go back to sleep so the femme decided to take a walk to the control room, after about ½ an hour and 3 dead ends she finally reached it. Max sat down at a minicon sized computer and began searching for activity.

"You're up early." A voice came from behind her.

"AAHH!" Max yelled and fell backwards off her chair, the large figure loomed over her, "Uuhh... Hi Sideways, I didn't see you there." She said and pushed herself off the floor.

"I noticed, what are you doing?" Sideways asked.

"I was bored so I started looking for minicon activity." Max replied then looked confused, "Wait... How come you're up early too?"

"Same reason as you, no luck though." He said then went to walk out the room, "You coming?" He called back.

Max ran after him, "Yeah, sure," She answered, "Where are we going anyway?"

"Training room," Sideways answered, "We're going to see how good your shot is."

"Umm... ok," Max said, suddenly feeling nervous.

The two entered a large (A/N- Geeze, wouldn't they all be?) room with some practice targets on one wall and an array of transformer sized guns on another, the rest of the room was completely empty, 'Probably for hand-to- hand combat.' Max thought.

Sideways led her over to some minicon sized targets then looked down at her, "Alright, this is a start," He said as Max formed a blaster on her arm, "you should start on a close target and." He was interrupted when Max gave him a smug look and then, without taking her optics off Sideways, fired a laser that shot cleanly through the centre of one target leaving a smoking hole where the 'bullseye' used to be.

Sideways stared at the target, Max couldn't tell what his expression was because of his faceplate but the femme was fairly sure he was dumbfounded, she was about to say something when there was a noise at the doorway.

"Fluke." three voices said in union, Max spun around to see Hot Shot, Smokescreen and Red Alert standing at the doorway with grins on their faces.

"You think so?" Max asked, then suddenly the other 4 smaller targets were missing their middle, replaced by smoking holes, causing the three Autobot's grins to be replaced by gaping mouths.

Max turned back to the bots, "Still believe it was a fluke?" she asked just as Optimus walked in.

He looked between his men's amazed expressions, the smoking targets and Max who still had her blaster out, "Nice shot," He said, putting the facts together, "Do you have any other weaponry?"

Max thought for a second, 'I don't think so, but I sure would like a sword, I wonder if they have any spares lying around...' she thought and once again, as if her body was responding to her plea her left wing folded out, showing a handle which Max took hold of, pulled off her wing and it unfolded into a sword. (A/N- Like Starscream's.)

"I'll take that as a yes," Optimus said, "How about you..." he began to say but was interrupted by a loud alarm sounding out around the base, "That's the minicon alarm, everyone to the control room, Quickly!" He ordered.

All the bots ran to the control room, they were met by Rad, Alexis and Carlos who had already pin-pointed the location and entered the co- ordinates into the warp room. After all the Autobots had transformed Max jumped into Optimus's front while the kids stayed behind with Red Alert much to Carlos and Rad's annoyance.

"I've made a decision," Max said to Optimus just before they were about to warp, "When we get back, I'm telling them all."

"Yes I agree, you should." Optimus replied as the warp gate activated.

Max exited Optimus and staggered her first few steps, "I really doubt I'm going to get used to that." She stated while clutching her head as they all transformed.

(A/N- I lost inspiration right at this point so it may be really boring.)

"Hot Shot, you and Sideways look for the minicon down here," Optimus ordered, "Smokescreen and myself will search on the higher ground." Then he turned to Max when the others split up, "Have you been able to transform yet?" He asked her.

"Eerm, no, I haven't really tried to." Max replied, "But I have a slight feeling that I'll be a jet." She added, motioning to her wings and the 'cockpit' on her front.

(A/N- I got bored so I decided to draw what I think Max's minicon mode should look like, I'll put the web addy at the end of this chapter.)

"Try it now, just yell 'transform' and imagine yourself changing into a jet." Optimus instructed.

"Alright," Max said, "But it probably won't work." Then she took a step back and concentrated on herself becoming a jet, "Transform!" She yelled, and felt herself 'fold up' and take the shape of the small aircraft she had been imagining.

"This is SO COOL!" Max exclaimed while doing a few loops.

"Yes, now you can search for the minicon from above." Optimus said then went to join Smokescreen. Max zoomed above the canyon in the direction Hot Shot and Sideways had headed, diving down whenever she saw something out of place. After a couple of skulls and an old tyre Max dived again through a low cloud and to her shock found herself speeding flat out about 10 meters in front of Starscream.

"Transform!" She yelled in an effort to stop herself but couldn't slow down in time and ended up smacking straight into his right wing and landing in a heap on the ground.

"That hurt." Max stated and looked up at Starscream.

"Well, this is a surprise," Starscream said, smirking down at her, "You really need to watch where you're going." He added as he bent to seize the femme with his huge hand.

Max dove out of the way just in time but accidentally rolled straight into something large and metallic, her eyes travelled up the huge robot until they rested on his face, "Umm... Hi Megatron." She said, somehow managing a nervous smile, "I seem to be bumping into a lot of Decepticons today."

Megatron frowned at Max, "You won't escape from me this time." He stated and reached down for her quickly.

Max didn't have enough time to jump aside, so she jumped on top of the outstretched hand and launched herself from Megatron's arm and onto a large rock, "You were saying?" Max asked sarcastically just before Megatron shot straight at her head.

Max ducked by instinct and the laser blew up a rock behind her, she looked at the crater then back at Megatron, "What the hell was that for?!" She yelled.

Megatron smirked at her, "Aww, don't you like being shot at?" He said then aimed all his arsenal right at her, "How about you give up, you cannot match me."

Max smirked back, "Would you like to bet on that?" she said then concentrated for a second, suddenly various parts of her body began to glow, almost immediately blasters formed at her forearms, shoulders, waist and one each side of her head, topped off by the femme grabbing the sword from her wing.

Megatron and Starscream stared at Max, "Like I said, you cannot match me." Megatron stated when he regained his concentration.

Suddenly there was a shout from behind Max, "Yo, Deceptiscum! Come taste my blade!" Hot Shot yelled just before he noticed Max, "Hey Max! Nice weaponry, go help Optimus and Smokescreen find the minicon." He said to her.

The femme nodded and 'put away' all her weapons then transformed and flew towards Optimus, she watched as Hot Shot and Sideways chased and cornered the Decepticons after Starscream flew away.

"I've got the minicon!" Sideways yelled, holding up the green panel.

"Nice job of multi-tasking!" Hot Shot yelled back.

"That minicon belongs to me!" Shouted a very peeved Megatron who ran after Sideways and tackled him to the ground, Hot Shot went to help him but was shot at by Cyclonus and Demolisher.

Megatron managed to wrestle the minicon from Sideways's grip and stood up triumphantly. "Now I've got the minicon, we're leaving men!" Megatron yelled.

"Not so fast." Sideways yelled and grabbed hold of Megatron's leg, "Hot Shot!"

"I'm coming Sideways!" How Shot shouted, 'hyperdrived' over to them and latched himself onto Sideways, Max suddenly realised what was going on and zoomed at top speed towards the three. She transformed while still speeding through the air and was only about a meter from them when they warped out, Max crashed onto the ground and tumbled/ skidded/ ate dirt for about 20 meters before she came to a stop.

"NO!" She yelled, slamming her fist into the dusty ground, Optimus and Smokescreen ran up behind her.

"Where's Hot Shot and Sideways?" Optimus asked.

Max looked up into his optics, "They... they warped out with Megatron, I don't know where they are." She said, trying to cough up the dirt she had somehow managed to swallow.

Later when they were all back at the Autobot base Red Alert was trying to find the Decepticon base, and the kids were discussing how Hot Shot would have already kicked Deceptibutt to kingdom come.

'This is the time, I can tell Hot Shot and Sideways later.' Max thought, "Umm, Guys?" Max said loudly over their talking.

"What is it Max?" Rad asked, everyone stopped and focused their attention on her.

"Well..." Max started, getting nervous, "There's something I need to tell you."

Optimus noticed Max was struggling a touch, "Go on Max, they'll believe you." He said, causing everyone in the room to glance at him with confusion then look back at Max.

The femme took a deep breath, "There is a reason why I talk English, and why I don't know much about the transformers or the minicons." She continued, all the bots and kids leaned nearer, suddenly extremely interested, "The reason is... I'm not entirely a minicon."

(A/N- Not the most dazzling was to reveal it all, I know, but at least it's over with.)

What do you mean 'not entirely a minicon'?" Smokescreen asked gently.

Max took another deep breath, "This is what I mean." She said, then was suddenly engulfed in a bright light, when it left, standing in front of the Autobots and kids was a teenage girl, about 15 years old, with light brown hair the stood up a bit, emerald green eyes and wearing a dark blue vest over an orange long sleeved shirt and black cargo pants.

The girl stood before everyone, who were all shocked beyond believe except for Optimus, "Sorry I didn't mention this sooner." Max said to them all.

Red Alert was the first to regain his senses, "That's alright, I can see why you would have wanted to wait until later to tell us." He said, the rest nodded in agreement.

Max opened her mouth to continue when suddenly a very battered Hot Shot stumbled into the room and collapsed onto the floor, everyone ran to help him and Red Alert and Smokescreen carried him to the med bay. (A/N- I couldn't think of what else to call it.)

Red Alert came into the control room where everyone was waiting silently about an hour later, "How is he?" Optimus asked.

"He's in pretty bad shape sir," Red Alert answered, "It will be a while before he comes back online."

Hot Shot regained consciousness a few days later and was able to tell everyone what happened with Sideways and the Starsaber. Max stayed in her minicon form until Hot Shot was fully recovered, when she did show him her human form however he wasn't even the least bit surprised.

"That does explain a lot." He said, smiling.

Suddenly the minicon alarm went off for the first time since Sideways had betrayed them, Max changed back into her minicon form and she and Hot Shot sped off towards the control room.

The kids had to stay behind again because it was to dangerous so Red Alert stayed with them, Max travelled with Hot Shot as they warped to the minicon's location which was near an extremely old and huge abandoned factory.

When Max stepped out of Hot Shot she found it surprising that she wasn't all that dizzy, "Wow, I have gotten used to warping." She said just before she was overcome with a head spin and fell on her aft, "Guess not." She added while Hot Shot was laughing his head off.

"Well, I'll have a look over here," Hot Shot said, motioning to the large number of enormous rocks surrounding them, "And you can go check out that place." Pointing to the factory. Max nodded in agreement and ran over to the factory, she stopped right in front of the huge door leading into the darkness, 'mmm, let's see now, dark abandoned factory in the middle of nowhere, the threat that a bunch of huge demented robots are gonna be inside,' she thought as she walked into the darkness, 'what could possibly go wrong?'

Max quickly found the light switch, lucky for her the power was still going, she flicked it on and the entire factory was suddenly lit up, 'Now that I think about it, that may not have been such a smart idea.' The femme thought a several shadow that looked suspiciously like a Decepticon's appeared over her, Max spun around and a look of utter maliciousness came across her face, "Sideways." She growled, "You lousy traitor."

Sideways laughed softly, "Nice to see you to Max," he said, "How's Hot Shot? Not still upset is he?" then he laughed louder.

Max let off an angry snarl, "I'M GOING TO DESTROY YOU!" she yelled as she grabbed her sword and charged at him. She was only about 10 meters from Sideways when the femme was suddenly surrounded by purple electricity, "What the!?" she exclaimed as the sparks at her feet formed into an orb, trapping her inside. Max heard evil laughter from behind her and turned to see Megatron grinning evilly down at her, "What the hell do you want?! Let me go!" She snapped at him, still intent on inflicting as much pain on Sideways as possible.

"I don't think so," Megatron said smugly, "You're a lot different from other minicons aren't you?"

Max was getting madder by the second, "Wow, you figured that all by yourself?" She said sarcastically, "You must be smarter than you look, and believe me, that isn't a compliment." Max suddenly felt more pain than she had ever experienced shoot throughout her body, she cried out and fell to her knees just as Megatron picked up the orb.

"You are not in a good position to throw insults." Megatron said, then laughed.

Max stood up in his hand, Megatron didn't know it, but he had pushed her rage to boiling point, although he was about to find out the hard way.

"THAT WAS NOT A SMART IDEA!" She yelled, suddenly blue electricity erupted from Max's hands, overpowering the orb, causing it to explode in Megatron's hand.

Both Megatron and Sideways were pushed back by the force, Max dropped onto the ground and landed softly on her feet. The femme gave an angry yell and flung two balls of the blue electricity straight at both the bots. They both dodged it just in time, the ball aiming for Megatron hit an old assembly line, causing several points along it to either catch on fire or just plain explode, and the one aimed for Sideways took out the wall to the next room. Both Decepticons look at what could have easily happened to their metallic bodies then looked back in disbelief at Max who was panting heavily and staring at her hands.

Starscream's voice suddenly came over Megatron's com-link, "Sir, I've retrieved the minicon."

Then Hot Shot called into the factory, "Max! Where are ya?" He yelled.

Megatron and Sideways looked at each other, "Decepticons retreat!" He said through his com-link, then looked back at Max, "Don't think that this is over." He said before they both warped out.

Hot Shot ran into the factory and saw Max standing alone in the middle of the floor, she looked in pretty bad shape, "Max? Are you alright?" He asked.

Max turned to him, still out of breath, "Never better." She said before collapsing onto the ground.

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O.k, that's the end of this chappie, the second minicon was just to give Max the blue power thingie, sorry if it was really confusing...

Like I mentioned earlier, as a result of boredom, I drew what I think Max looks like, but for some stupid reason my computer wont let any java programs run and the thing I use to add on to my yahoo page is java... and I'm to dumb to make my own, so if anyone is interested about the drawing you can email me for it if you want at julia_221@hotmail.com

Please review if you want, and flame if you think its crappy/repetitive.

And I also apologise once again for it being boring and bad description, I'm just a bad writer... soz