Wow, can't believe it's already December again. I've been here at least a year and a half now. Oh well.

As mentioned in my other two chapter updates, was hoping to start my chapter in a different fashion, but that will have to wait till next chapter, as I wanted to start with my Shinobi's Creed chapter. We'll see I suppose.

So, now it's time to conclude the first major battle since the arrival of the Transmetals and Fuzors. Hope you all enjoy it. Let's roll!

Disclaimer: I do not own Beast Wars. It is the property of Hasbro and Mainframe Entertainment. This is a non-profit work of fan made fiction. Please support the official release.


Chapter 25

The Fuzors Come

Part 2

Weapons fire lit up the night sky, as Maximals and Predacons unleashed their destructive firepower on each other. Plasma bolts, laser blasts, and missiles ripped through the air, impacting with the ground, with rocks being used for cover, or shot overhead, to travel off into the distance and not be seen again. The roar of weapons and explosions echoed off the rocky walls and off into the night, as combatants continued to fire at each other, attempting to render their opponents offline.

Lycanok grunted as he ducked down, dodging another laser blast from Megatron who seemed to be singling him out specifically, before rising up and firing a powerful bolt from his rifle, the deployed arms of his weapon magnetically accelerating the bolt of plasma to greater velocity and thus greater damage. The plasma round fired from the weapon slammed into the rock cover Megatron was using, sending up pieces of rock as shrapnel and forcing the Predacon leader into hiding. He switched targets, firing at the arachnid Fuzor who was keeping Vixtrion pinned and driving him into cover, before being forced back down as a spray of rockets from Tarantulas hit the rocks and around them.

Sauria sighted her heavy cannon, firing on the new winged Predacon and watching him duck back into cover. "The Predacons seem to have fallen for our ruse so far," she grunted, repositioning and firing on Ripfang this time.

"Let's not jinx ourselves here. Keep them pinned, and try to keep them from flanking us! The longer we can make this battle last, the better!" Lycanok shouted back, rising and firing at Waspinator, hearing the green flier shriek in fear as he dove into cover.

"Might help if we got onto their flanks first!" Vixtrion shouted, her weapon in its SMG mode as she fired bursts to try and keep Inferno pinned down.

"I could try and get around their flanks by flying!" Cheetor suggested, popping up and firing on Nightwing, then ducking back down.

"Yeah right kid. Dey shoot yeh down faster den me lookin' fer a date at prom," Rattrap said, reloading his pistol.

Sauria growled a bit as she was forced into cover from enemy fire. "I doubt anyone could be shot down that fast, rodent," she snarked at him, making him roll his optics.

"Focus people!" Lycanok shouted back, popping up and firing again on Megatron.

On the Predacon side, Megatron growled in annoyance as he was forced back into cover. Looking over his forces, he began to issue orders. "Inferno, Tarantulas, attempt to push around to their left flank! Nightwing, Quickstrike, move onto their right flank! Divide their fire!" He commanded them.

The four mentioned Predacons began firing on the Maximals as they tried to push to new rock formations that could be used for cover against the Maximal position. Waspinator, Ripfang, Silverbolt, and Megatron kept firing on the Maximal position as well, to distract them.

"Well, ya jinxed us scale belleh!" Rattrap shouted, as he attempted to keep Nightwing and Quickstrike from advancing too quickly into the flank. Cheetor and Vixtrion attempted to do the same on the other side against Inferno and Tarantulas. This was making the situation more dangerous, as their flanks had far less cover and thus would make it easier for the Predacons to drive the Maximals out of their positions.

"If you would shoot straight, cheese breath, we wouldn't have to worry about them flanking us," Sauria shot back, growling in triumph as she clipped Ripfang, sending the large Predacon spiraling into the ground.

Lycanok growled as he looked over the terrain around them, not really seeing any large rock formations that could act as good cover to try and engage the enemy flankers. The best they could do was try to keep the flankers pinned down. "Just keep up the fire. Don't give them a chance to get in a better position!"

"Easier said than done boss!" Vixtrion called out, only to yelp as a green bolt from Tarantulas' strange wheel like pistol clipped her shoulder, causing her to hit the ground. She quickly sat back against her cover, checking the injury and letting out a sigh of relief as it was a graze and little more. She rose back up, unleashing another burst of weapons fire against the Predacons.

Tarantulas growled as he dropped back into cover, placing one servo against his helm. "Hurry up, widow. This distraction will not last forever," he snarled, talking seemingly to no one. And yet there was one who could hear him quite well.

Back in the Predacon base, Blackarachnia growled in annoyance, searching through the records still intact within the Predacon archive. Several of the physical data tracks as well as a couple of the storage servers had been damaged by Sauria during her escape, leaving the Predacon femme to search through the records that remained. She let out a half groan, half growl of pained annoyance at Tarantulas' voice in her processor. "If you'd maybe shut up for a few cycles, I could work faster!" She shouted back at nothing, only to yell out as she felt pain in her processor again.

"Do not tempt me here! Now find any information Megatron recorded on those two discs! Hurry!" Tarantulas' voice echoed in her helm. Blackarachnia just growled as she moved to another server, tapping into it, only for her optics to widen as she found a lot of heavily encrypted files.

"I think I've got something. Running decryption program now," Blackarachnia muttered, tapping into it and running the program. "Will probably take a few cycles."

Back at the battlefield, Tarantulas snarled. "Just hurry up already!" He shouted, firing back at the Maximals, unaware of Megatron watching him.

The Predacon leader, despite being glad at having an extra soldier in the form of the revived arachnid scientist, did not trust him one bit. He had already betrayed him once, and likely would do so again. For now, he'd pretend to accept him back, but he was ready to deal with the treacherous bot the moment he stepped out of line again. Such as now, as he saw the twitch of the fangs and mandibles that made up Tarantulas' mouth port, indicating he was talking to someone. He could not detect any transmission being sent elsewhere, likely to the treacherous femme back at the base, but Tarantulas was not speaking to Inferno either since the ant bot was not reacting to him.

He ducked his helm as another laser bolt shot through the space it had been, while Silverbolt raised up and fired another pair of rockets from his wing tips, ducking back down. "Sir, are these Maximals fools? They are outnumbered and outflanked, but they refuse to retreat! They instead choose to fight!" He shouted over the roar of battle, a hint of admiration in his tone as he looked back at the Maximal position. "What drives them to do this?"

"Maximals are many things, Silverbolt. They are cruel, aggressive, barbaric, and seek nothing but the death and destruction of others. But they are not fools. They are cunning and smart," Megatron said, optics narrowing though as he thought about the Fuzor's words. The Maximals choices made little sense to him, as they should have tried to retreat by now. But even with the disadvantage of lower numbers and their position being less then advantageous, they still held their ground. It seemed that they did not want the Predacons to get near their ship. And seeing as not only were they minus three of their number, but one of them was the Maximal Engineer, it seemed that perhaps their base was not defensible enough. Perhaps they were holding them here, so that Rhinox could try and repair their base's defensive systems.

Deciding to see if his theory was correct, he opened his communications to all the Predacon units. "Silverbolt and Waspinator, I want you two to prepare to take off and converge on the Maximal base. Attack and destroy it if their defenses are offline. Everyone else, provide suppressing fire on my command!" He ordered.

The duo of fliers nodded, transforming and preparing to take off as Megatron ordered his Predacons to fire on the Maximal position. The other Predacons all unleashed a volley of weapons fire on the Maximals, forcing them into cover as the two fliers took off, struggling to gain altitude quickly.

Lycanok, spotting them, quickly pointed. "Bring those fliers down!" He shouted. The Maximals did their best to fire on the airborne fliers, but the continuous Predacon fire was making it difficult, keeping them in cover. Their fire against the two fliers was sporadic as they both managed to fly away, heading towards the Maximal base.

"It looks like old Megs figured us out!" Rattrap said, looking to Lycanok, who winced as a blast hit the rock cover near his helm, showering them in dirt and rock shrapnel.

"We can't let them get to the Axalon. Cheetor, if we can give you enough cover, can you get after them?" The wolf mech asked the young scout flier, who looked nervously around.

"I need to get a running start first, before I can take off," he said, looking back to Lycanok.

"Then we'll give you cover so you can get into the air. Afterwards we'll start falling back. Rattrap, Sauria, you two will give me and Vixtrion cover fire till we get to a new spot, then we'll cover you as you fall back," Lycanok ordered, glancing back at the Predacon positions. "Get ready to run Cheetor, on my count."

Cheetor transformed, settling himself down to run, as Lycanok counted a few nanocycles, then shot up. "FIRE!" He roared.

The Maximals all surged up, firing on the Predacons, trying to force them into cover. Lycanok quickly waved at the cheetah mech. "GO NOW!"

Cheetor bolted, using all the formidable speed of his beast form to blast away from the battle, deploying his jets and activating them. As a few laser blasts whizzed around his head, he soared into the air, pursuing the two slower Predacon fliers.

Lycanok let out a vent of relief. "Sauria, Rattrap, lay down cover fire," he said, transforming. "Vixtrion, hop on my back. We can get away faster this way," he ordered, as he went into his vehicle mode. Vixtrion quickly climbed on his back as Sauria and Rattrap popped up, firing on the Predacons, doing their best to rapidly cover the Predacon's position so they could not return fire. Lycanok quickly sped away, his wheels kicking up dirt and sand, Vixtrion hugging his back as they sped away.

"Man, why am I da one always on dese suicide missions?" Rattrap whined, dropping back down as the Predacon's fire was almost overwhelming now.

"You are a self-proclaimed master marksman. Perhaps if your bragging did not exceed your ability, you wouldn't have to worry about these things," Sauria snarked, reloading her heavy cannon, frowning as she realized she was running low on ammo for it.

Rattrap glared at her, before suddenly popping up, quickly firing his pistol. Sauria's optics widened as she saw him rapidly track and fire a single round at each of the remaining Predacons. Of the six shots, one hit Ripfang's heavy cannon and rendered it offline, and a second one took Inferno square in the chest, throwing him to the ground as his chest plate sparked from the damage. The remaining four rounds passed right through spaces the other Predacons had been occupying, each of whom barely managed to dodge out of the way. Rattrap smirked as he blew smoke from the barrel tip of his pistol, before aiming and firing at Quickstrike as the Fuzor raised his helm over his cover, only for said round to slam into him and knock him back. "Youse was sayin'?" He asked.

Sauria was spared having to reply by Lycanok contacting them. "We've set up in a new position. Fall back now, and head straight for the Axalon. We'll cover you," he ordered.

Rattrap quickly transformed into his vehicle form, grimacing as he looked at Sauria. "Well? Get on," he grumbled.

Sauria shuddered in disgust as she quickly sat on his back, gripping her heavy cannon. "I shall require several oil baths and a good scouring after this," she muttered as Rattrap peeled out of there, his exhaust pipes belching fire and smoke.

Megatron, seeing the last two Maximals retreating, quickly surged up. "All Predacons advance!" He shouted, transforming into beast form and deploying his fan jets to take off. He had just barely risen into the air when a sniper round slammed into his chest plate, knocking him out of the air.

Vixtrion, now prone on the ground, quickly sighted the barely recovered Inferno, hitting one of the sections of his split thorax as he attempted to take off as well, sending him careening into a rock pile. Her next shot caused Nightwing to duck into cover, before she reloaded, sighting again. "Can't do this forever," she muttered, quickly tracking Ripfang moving into new cover. "I can only track one of them at a time."

"Just a few more cycles, then we fall back," Lycanok said, his own blaster at the ready.

Tarantulas growled as he ducked into cover, another sniper round from Vixtrion going right over his helm. He popped up, attempting to fire in the general direction of the round, before ducking down as he contacted Blackarachnia. "Well widow, have you decrypted the files yet?" He snapped.

On the Darksyde, Blackarachnia snarled softly. "I've almost got it done," she said, her optics scanning the info as it was decrypted. "I definitely think we're on the right track here and…I think I got it," she said, as the info finished decrypting. Her optics widened as she realized what she was seeing, her mouth port opening in shock, before she suddenly looked away.

"What did you see Blackarachnia?! Show me?!" Tarantulas demanded, attempting to force her to turn her helm back. She struggled against him, knowing she couldn't let this info fall into his servos. It was too valuable, too dangerous.

Fortunately for Blackarachnia, she was aided by Vixtrion cleverly targeting a boulder above the arachnid scientist, since she couldn't flush him out of cover. A well placed shot unbalanced the precariously placed rock, causing it to fall and crush Tarantulas under its weight as he shrieked in pain, momentarily blacking out.

Blackarachnia let out a gasp of surprise as she felt the attempts to force her helm to move disappear and full control returned to her. "…Tarantulas? …YO SLAG FACE?!" She shouted. Hearing no reply and feeling no punishment, she could only grin, before quickly returning to the files. "Need to work fast. This info…oh Megatron, you devious son of a malware," she murmured, accessing the server again. "Download the selected files and triple encrypt with security encryptions L5, R9, and Widow1," she ordered, as the server quickly began doing just that, causing her to cackle with glee.

Unknown Location

Rhinox knew that hope was fading fast as he felt his core consciousness travel across time and space. The hole created by the trans-warp explosion was fading fast and he would need to soon turn back, or risk being severed from his body forever. But he was so close, so near to finding what he was searching for. He knew he had to risk it; he had to push himself faster and harder.

As he continued onward, he started to feel a draw, a pull, as if something or someone was reaching out to him. He followed it, hoping that this was what he was searching for, as the streaks of light and colored nebular like gases swept past him. His 'optics' widened as he saw a glowing ball of light ahead, growing bigger and bigger, and felt a presence within.

And suddenly he was there, inside a plane of nothingness, staring at the figure that hovered before him. A grin spread on his face plate as the figure smiled back. 'Hello, old friend'

Battlefield

Waspinator smugly flew through the air, leading his companion towards their target, the Maximal base. He was quite happy to be away from the battle, as it meant less chance of him being damaged. Even more so if the Maximal's hadn't managed to repair their defenses yet. Plus he was the de-facto leader of this mission, since Silverbolt had no idea where to go, something he enjoyed lording over the Fuzor flier. Now he flew with his head up proudly, enjoying his position of leadership.

Behind him, Silverbolt let out a mental vent of annoyance and frustration. More and more he was growing convinced that something was very wrong, that he was not supposed to be here with the Predacons. He had felt the smallest twinge of doubt when he had used the Predacon activation code, and hearing Megatron's words had furthered it more and more, especially with how he was so focused on destroying these Maximals, so much so that he'd attack his own troops. Yet there was little Silverbolt could do as he had already fired on the Maximals, and he doubted they would take him in, whether they were as Megatron described them to be or not.

He was torn from his musings by a flash of yellow and silver suddenly blurring past him and slamming into Waspinator, causing the flier to shriek as he was sent spiraling from the air and crashing into the ground. Silverbolt veered, avoiding the form that he now identified as the cheetah mech, who snarled at him and roared off. Silverbolt looked down at Waspinator, then after the Maximal before giving chase, deciding to follow the orders of his 'leader', no matter how much he might question them.

On the ground, the Maximals were engaged in a fighting retreat. Lycanok and Vixtrion would cover Rattrap and Sauria, giving them time to fall back to a new position and cover the first pair as they retreated, all with the Predacons constantly firing on them the whole way. In this method though, they were delaying the Predacons, preventing them from overtaking them. But it was not a tactic they could continue for much longer.

Sauria growled as she fired the last round from her heavy cannon, snarling as she holstered the weapon on her back. "I have depleted my weapon's ammunition," she stated over her comm to Lycanok, drawing now the two pistols at her hips. They would be poor substitutes for the cannon, but she was attempting to save the power of her optical lasers in case they needed to fight a last stand.

"Understood. Fall back directly to the Axalon. I'm ordering a full retreat," Lycanok ordered, as Rattrap let out a vent of relief.

"Best words I've heard taday," he said, transforming again and letting Sauria climb onto his back. The pair sped off, covered by Vixtrion and Lycanok.

Lycanok frowned as he looked down at the indicator on his blaster rifle. He was down to a few shots on his last power pack, and he knew Vixtrion had just slotted in her last clip on her weapon as well. He waited till Sauria and Rattrap passed their position, quickly transforming. "Let's go," he ordered the femme.

The Predacons, at this point, had adopted a cautious approach in their chase of the Maximals, seeking cover and minimizing their time spent in the open. This had slowed them down considerably, but it was better than half of them being too damaged to fight, or being outright destroyed.

Now though, as no enemy fire rain down upon them, comprehension dawned on Megatron. "They are running out of ammo! All Predacons advance! Converge on the Maximal base!" He ordered with a grin, seeing that their time had come now.

Tarantulas, who was still recovering from being crushed, reached out through his processor to Blackarachnia, finally able to make a clear connection to her. "What did you find, widow? Tell me?" He snapped, angry at Blackarachnia's resistance and being foiled by that boulder.

"I'm afraid the files were booby trapped. Shortly after I decrypted them, a failsafe activated. The server crashed before a physical self destruct happened. The data is gone," Blackarachnia replied to him, making him snarl angrily.

"You will regret this Blackarachnia. I swear it," Tarantulas said, before transforming and charging off towards the Maximal base.

At the Darksyde, Blackarachnia merely smiled to herself, gently patting her still smoking blaster as she looked at the destroyed remains of the server, a glint of binary running through her optics. "Oh, I don't think so, Tarantulas. In fact, you'll be the one regretting messing with me," she murmured happily, as she set to work making things look more convincing for the story she needed to sell to Megatron in order to avoid her own destruction.

Axalon

Cheetor barrel-rolled to avoid a lunge from the Fuzor flier, as Silverbolt attempted to bring him down with his talon like front paws. The cheetah mech shot towards the Maximal base, grinning as he saw the shield was still active. Meaning the Sentinel defense system was still active. He quickly connected with the ships communications network, to give it orders. "Sentinel, stand down shield! Activate auto-cannons!"

The shield quickly dropped and Cheetor pulled away in a sweeping turn, leading Silverbolt in front of the auto-cannons. The base defenses, detecting the Predacon signature, quickly tracked him and fired several blasts.

Silverbolt managed to avoid the first few blasts, but one slammed into him and knocked him out of the air. He slammed into the ground, letting out a pain filled cry as he did so. His frame wracked with pain, it took him a few nanocycles to reboot before he stirred, slowly pushing himself up. As his systems finished recovering, he transformed, only to find Cheetor standing over him, his tail baton at Silverbolt's throat. He lay there, staring up at the mech, his optics 'blinking' as he realized how young the cheetah mech was.

"Don't move," Cheetor said, trying to sound brave and commanding. Silverbolt just remained there, staring up at him and doing as he commanded.

Soon enough they heard the roar of engines, as Lycanok and Rattrap drove up with their passengers. They both quickly braked and stopped near the two, Vixtrion and Sauria quickly disembarking before the two mechs transformed as well.

"Wow, you caught him!" Vixtrion said with a grin, as Sauria quickly approached the Fuzor, blade drawn.

"We should dispatch him now, before the other Predacons arrive," she said, raising the sword. Silverbolt dimmed his optics, not wanting to see his death, only to activate them when he heard a clang, and saw Sauria's blade being stopped by a shorter blade held by the bronze wolf mech.

"He is a prisoner. We don't execute prisoners," Lycanok said.

"Optimus would have spared him." Rattrap added quietly.

Sauria snarled, turning away. "Bah, Maximal sentiment. I curse the day I chose to defect," she muttered, making Silverbolt gape at that.

Lycanok quickly grabbed Silverbolt, hoisting him up and pushing him to Cheetor and Rattrap. "Get him to the CR chamber, and reactive the defenses. I'll check on Rhinox," he said, moving to get on the ship elevator.

Once onboard the ship he quickly moved to the stasis pod bay, where Rhinox had set up his experiment. There, he was relieved to see Rhinox slowly sitting up, holding his helm in one servo. He approached the Maximal engineer, clapping him on the shoulder. "Good to see you're back," he said.

Rhinox looked up at him and nodded. "Yes…and I think I was successful too," he said, a smile on his face plate. "I just have to hope the connection stays strong long enough."

Lycanok gave him a grin at that, happy to hear that Rhinox felt he was successful, only for that grin to disappear as the ship shuddered and the klaxon alarm went off. Immediately the two rushed up to the bridge, finding the other Maximals gathered and checking over their weapons, save for Rattrap. The Maximal spy was watching the central holographic command table, where a display was showing several Predacon icons outside the base, firing on the shield.

"Status report," Lycanok ordered, causing Sauria to turn away from the tactical station.

"Shields are failing rapidly. The second deck power relays had a power surge and the shield's power is falling," she snarled angrily. Apparently there had a few problems they missed when repairing the ship systems.

"Ready the auto-cannons, and prepare for combat," the wolf mech ordered everyone, drawing his blaster rifle. "This is our line in the sand people. We hold, to the last minute and the last Maximal. Understood?"

All of them nodded, gripping their weapons as they proceeded to disembark the bridge.

Outside, Megatron laughed as he fired blast after blast from his tail cannon, watching the shields flicker and strain under repeated hits from himself and the majority of his Predacons. He had initially been disappointed to find the Maximal defenses apparently online, but seeing how quickly the shields were falling, it was apparent that the repairs were not fully complete. Even with Silverbolt nowhere to be seen, most likely captured by the Maximals, and Waspinator out of commission, having been knocked offline by his crash landing, he was still left with Nightwing, Ripfang, Quickstrike, Inferno, and Tarantulas, an impressive array of firepower when you added himself to the mixture.

His grin grew wider as for a brief moment, the shield flickered again, almost dropping entirely before solidifying. "It's almost down!" He shouted excitedly, firing again.

"YEE-HAW! We'll be havin' fried Maximal fer dinner tah-night!" Quickstrike yelled out, gleefully firing more green laser blasts at the Maximal base.

Inside the shield, the Maximals were throwing together whatever defenses they could, piling combat shields between small rock formations in hopes of having cover against the fire soon to come. Sauria was checking her dual pistols, having abandoned the heavy cannon as there was no ammo left on the ship for it. Vixtrion, Rattrap, and Lycanok had all gotten more power cells for their weapons, though there were few of those left as well. And Rhinox had both of his four barreled miniguns, both already rotating and ready to fire.

As they settled into cover, Lycanok gripped his blaster rifle, tense and worried. They had been driven back to their base, and even now were facing a tough fight. They were low on ammo, having been unable to manufacture more while busy focusing on repairing the ship, and their defenses were not going to hold out forever. He looked over the others, seeing Vixtrion nervously fidgeting as she checked the scope of her weapon, seeing Cheetor clench and unclench his servos, seeing Rattrap check his cover, then his pistol to make sure there was no chance of a jam. Sauria and Rhinox were stoic, simply checking their weapons as they waited for combat to begin.

His attention was drawn back to the Predacons as they heard an alert from the computer. "Warning. Shields at ten percent strength and falling."

Lycanok shifted, placing his weapon on the rock in front of him, ready to fire.

Inside the stasis hold, there was a sudden burst of energy surging down the conduits connected from the transmitter outside to the device Rhinox had been connected to. And that burst continued traveling into the stasis pod and the blank protoform, which began to glow as a small glint of light appeared where the Spark should be. That glint slowly began to grown into a pulsing Spark as the protoform's body began to reshape, to grow into a new transformer. Soon there was a burst of light, and a roar of agony and shock, before it all suddenly faded. The shadow of a large frame could be seen against the far wall as something rose up out of the pod, slowly raising its arms and servos, before turning and slowly walking out of the stasis pod on unsteady pedes. Each step grew more confident however, as the figure headed towards the bridge.

Outside, Megatron growled in victory as he fired one final shot, and the Maximal shield crumbled away into nothing, disappearing with a flicker and leaving the Maximals exposed. It also, however, now left the Predacons exposed as the auto turrets immediately came online, aiming and firing at Megatron and his minions. The Predacons quickly scattered, finding their own cover and opening fire on the Maximal defensive turrets that was streaming down fire on them. The Maximals themselves also opened up on the Predacons, though their fire was more restrained, to not waste ammo.

Megatron growled in annoyance as rounds flew over his helm and slammed into the rock formation he was using as cover, before poking out and firing a laser blast at one of the turrets. It slammed into the armor plating of the turret, warping the armor but not penetrating. The other Predacons opened fire as well, popping up and focusing on the defensive turrets and attempting to overwhelm the armor plating, while avoiding fire from the turrets and the Maximals. Soon enough, one of the turrets gave out; a well aimed blast from Ripfang's repaired cannon knocking it out of commission.

Rattrap winced as he heard the explosion, before aiming and firing at Ripfang, managing to hit his shoulder joint. He grinned, only to yelp as a green laser blast shot towards him, which he barely ducked under. "I so ain't likin' dat crazy new scorpion on dere team!" He shouted.

"He does look twitchy," Vixtrion said, firing her weapon in sniper rifle form, to save on ammo. Her round slammed into Quickstrike's helm, sending him flying.

Unfortunately, their second defensive turret was taken out at the point, destroyed by a well place shot from Nightwing, leaving them with one turret. Sauria growled, firing both her pistols at the dark flier. "We are losing our support fast," she warned with the barest hint of worry in her tone.

"Focus on shooting them!" Lycanok ordered, managing to clip Tarantulas' side, spinning him around. Unfortunately, a round from Inferno that hit the side of his helm, making him scream in pain as he dropped, the right side of his helm damaged and the optic flickering on and off.

Rhinox quickly moved to his side, checking the damage. "Your right optic is damaged, and won't function properly till it's repaired. We need to get you back into the base," he said, only to be waved off by Lycanok.

"No, not while there's a battle going on," he grimaced, raising his rifle up. "I can still see and shoot. We need to fight as long as we can."

Rhinox frowned but nodded, ducking down to avoid fire before rising up and firing his guns at Inferno, to try and take him out. The ant Predacon took a couple of hits as he dodged back into cover, with Rhinox quickly doing the same.

Megatron growled softly as he attempted to poke out and fire at the Maximals, only to be driven back into cover by the remaining turret. "Ripfang, destroy that last turret!" He ordered.

Ripfang nodded and hefted his cannon, stepping out and firing several blasts before the Maximals could realize what he was doing. The last turret was soon rendered offline, leaving only the Maximals themselves as the last line of defense.

"This is it! Make your shots count!" Lycanok shouted as the Maximals now found themselves under heavier fire.

Onboard, Silverbolt grimaced as he felt his systems finish rebooting, the CR chamber easily repairing the damage he had sustained. As he came online, he realized it had done more than that though, as programming and files that had previously been corrupted or inactive came to life. He now remembered the truth, that he was a Maximal all along. Disgust and anger filled him at having been tricked and used by the Predacons as the door opened and he stepped out, hoping that he could explain things to the Maximals, to try and join him. Only to stop, his optics wide and his mouth port dropping open as he saw a large figure standing before him, regarding him curiously. "Well…this megacycle is full of surprises," the figure said, as Silverbolt kept gaping up at him.

Outside, the situation was deteriorating for the Maximals. Rattrap and Cheetor were the only ones who had not sustained any damage. Sauria was on the ground, nursing her right arm which had taken a bad hit that had burned through the elbow joint, leaving the forearm and servo dangling at an awkward angle. Rhinox was on the ground, propped up against the cover as he held his chest plate, covering a sizeable hole where he had taken a blast from Ripfang. Vixtrion, her right leg crippled from a hit from Quickstrike, was trying to patch up Rhinox's chest. Lycanok had taken a shot to his right shoulder joint as well, forcing him to handle his weapon with only one arm.

Sauria let out a pained vent, looking up and firing her optic lasers, before dropping back into cover. "I fear that this is our end. We cannot hold out much longer," she said, even as one of the combat shields was blown out of position by Megatron's tail blaster, while several blasts from Nightwing forced Lycanok to duck his helm down.

"Sauria, try to get Vixtrion and Rhinox back onto the ship. Maybe we can force them to engage us in hand to hand combat onboard," he said. The femme nodded, moving towards Rhinox to try and move him first.

Megatraon, seeing the movement, smirked. "They are on their last legs! All Predacons, attack!" He shouted, standing up and unleashing a withering hail of weapons fire on the Maximal position. The other Predacons quickly moved to fire as well. Tarantulas smirked as the wheel like constructs over his shoulders glowed, before unleashing several missiles that shot right towards the Maximal cover.

"COVER!" Lycanok shouted, all of them dropping behind the cover. The missiles impacted, ripping through the debris and combat shields the Maximals had been using, the explosions sending them flying.

Lycanok groaned softly, dazed and disoriented from the explosion, his one good optic sending him distorted images as his systems rebooted. He could make out blurs moving over him, blurs that eventually solidified into the forms of Megatron and his Predacons, almost all of them smirking. He slowly looked around, seeing the other Maximals in similar positions to him. Vixtrion was whimpering fearfully, seeing their destruction at hand as she gripped Cheetor's servo in her own, the cheetah mech having a look of false bravado for her sake as he was just as scared as her. Sauria had a look of resignation on her face plate, as did Rhinox and Rattrap.

Megatron slowly pointed his laser tail at Lycanok, the Predacons mimicking him as they aimed at the various Maximals. Lycanok dimmed his optic, accepting his death, only for it to flare to life as they heard the bridge elevator descending. Everyone's attention was immediately drawn to it as the platform descended, a figure's pedes visible as it lowered.

"Destroy them!" Megatron shouted, as the Predacons all aimed at the elevator and fired, their weapons creating a smoke cloud as they exploded against the figure, the elevator, or the base.

Megatron smirked at that, thinking whoever was coming down the elevator, most likely Silverbolt, was now destroyed. That smirk faded though as the smoke dispersed, revealing another of the Maximal combat shields, now heavily dented and warped, before the figure tossed it aside, making everyone gape in surprise, horror, or awe as they saw who it was.

"Well that's just prime," Optimus Primal said, standing undamaged on the elevator. Yet his frame was definitely not the same as when he went to destroy the alien doomsday weapon. His frame now had thicker limbs, with his calves and forearms colored like white steel, his knee's a metallic blue, and his torso, chest plate and neck were covered in short silvery-purple short hair. The helm was also covered in the same short hair, with white steel colored fins sticking up the sides, and a third short one along the center of his helm. His faceplate was covered in what almost looked like organic leathery skin, with a pair of flat yellow optics. He also had two plates over his shoulders, with a pair of handles peeking from over his back.

Megatron shook his helm. "No…you're dead…YOU'RE DEAD!"

"Not quite yet, Megatron. But let me return the favor," Optimus said, his voice sounding hard. Suddenly his entire back seemed to fold up and over in front of him, becoming a large dual cannon weapon with the protruding handles becoming the barrels and the shoulder plates becoming grips that he slid his servos into. The dual cannons began to rapidly alternate firing, the first few blaster rounds slamming into Ripfang and sending him flying. The other Predacons quickly retreated, but not before several more rounds struck Quickstrike in the back, sending him tumbling to the ground.

"GO BIG BOT! GO!" Cheetor shouted, a mad grin on his face plate, as Optimus kept firing until the Predacons had fallen back into cover. Optimus holstered the cannons, before turning back to the elevator.

"Silverbolt!" He shouted, causing the Fuzor mech to land behind him. He quickly saluted Optimus, who nodded to him. "Follow me. Everyone else, get patched up," he said giving them a confident grin before charging off with Silverbolt behind him. The revived Maximal leader quickly reached back, grabbing the two handles and drawing them out, revealing a pair of studded maces that had replaced his swords, which he flourished.

Megatron growled as he turned, seeing his hated rival alive, well, and charging towards him and his remaining Predacons. "Fire! Destroy Optimus! END HIM FOR GOOD!" He shouted, his optics almost mad with rage as he started firing on the Maximal leader. Nightwing, Inferno, and Tarantulas, being the remaining Predacons still online, also quickly began firing as well at the two charging Maximals. Optimus began to easily spin his maces, using them like bats to deflect the incoming weapons fire as Silverbolt used him like a shield, popping out to fire rockets from his wing tips. One of the rockets missed hitting Nightwing, who jumped into the air and hovered to avoid the projectile. But the second one exploded right at Inferno and Tarantulas' position, sending them flying.

"I shall handle the flier!" Silverbolt told Optimus, hoping into the air as well and pursing Nightwing. Optimus grinned at that, nodding to his newest Maximal as he charged Megatron.

Megatron growled as his beast form's arms rotated over his shoulders, before firing rapid laser blasts. Optimus quickly ducked down, spinning to get behind cover. He holstered one of the maces, drawing out a small short barreled blaster pistol with that servo. He spun out, using his other arm to steady his aim as he quickly shot and hit Megatron in the chest plate, sending the tyrant flying with the surprisingly powerful shot.

Megatron hit the ground, skidding a bit, before growling as he tried to sit back up. He quickly aimed his tail in Optimus' direction, only to find the Maximal leader lunging at him, swinging his mace down. The Predacon leader rolled to the side, pushing himself up and swinging his tail down at Optimus, who batted it away and shot Megatron almost point blank in the face plate . Megatron roared in agony, stumbling back as his unoccupied servo went to his damaged face plate.

Nightwing, who had been engaged in an aerial battle with Silverbolt, turned at the sound of her leader's distress and quickly shot down to him, firing at Optimus. The Maximal leader dodged out of the way, allowing Nightwing to swoop down and grab Megatron, quickly pulling him away as she fired at Optimus and Silverbolt, keeping them at bay.

Optimus fired a few rounds after them, but he didn't pursue them. Silverbolt landed near him, helm lowered a bit. "I'm sorry, I wasn't able to keep her occupied," he said quietly, fearing a response similar to what he experienced with Megatron.

Optimus however just clapped him on the shoulder. "Don't worry about it. You fought well Silverbolt. I think you'll make a great addition to the Maximals," he said, turning back to the base. "Now let's go get the others inside…I've got some catching up to do," he said.

Silverbolt nodded, eagerly following after him to where the Maximals were slowly recovering.

Several decacycles later, Optimus smiled as he saw Rhinox step out of the CR chamber, fully restored. All the Maximals had gathered on the bridge now, each fully repaired courtesy either of a CR chamber or in one of the repair bays. Rhinox had been the last, the damage to his chest plate being rather severe. "Good to see you in one piece there Rhinox," the Maximal leader said.

"And good to see you online and functional again," Rhinox said back, a smile on his face plate as he strolled over to Optimus. "How are you feeling?"

"Better than ever," Optimus said, looking himself over, only to get slapped on the back by Cheetor.

"You look better than ever, big bot! It's great that you're back!" The young mech said happily.

Rattrap chuckled from his own spot. "Yeah, its good ta have yeh back, fearless leader. No offense ta wolfie over dere, but I'd rather have youse around givin' inspirational speeches and stuff."

Optimus chuckled softly at that, turning to Lycanok. "I understand you did well after I was gone, taking over the team," he said.

Lycanok shook his helm, both optics gleaming. "Trust me Optimus, I barely had things under control here. I'm really glad to be one of the followers instead of the leader, trust me."

"He still performed admirably," Sauria grudgingly acknowledged, her arms crossed. "A far better job than the rodent would have performed, I'm sure."

Rattrap just scoffed at her, raising a servo like he was going to backhand her, as she gave him a sneer. Optimus chuckled, glad to see some things hadn't changed before looking to Silverbolt, who was standing a bit away from the rest, not wanting to intrude on the camaraderie that the others had. "Well Silverbolt, I think it's about time we formally welcome you to the Maximals. I hope you won't find our antics too crazy," he said, as Silverbolt straightened.

"O-Of course not sir! I'll be happy to serve and fight alongside each of you!" he said, dropping to one knee and bowing his helm. "I pledge my service, my honor, and my Spark to you and the Maximal cause."

Optimus chuckled softly, nodding at that. "I thank you, Silverbolt, and I welcome you to the Maximals," he said, as Silverbolt rose up. Rattrap just rolled his optics.

"Oh yeah, 'nother honor bound bot fer da collection," he said, while Vixtrion grinned.

"I'm sure he and Sauria will get along famously then," she teased, as Sauria growled in annoyance, not enjoying being dragged into the teasing.

The rest of them all chuckled, before Optimus let out a vent, standing up. "Well team, while I'm sure we'd love to celebrate me coming back, we sadly have work to do. The Predacons have been beaten for now, but they'll be back. So let's get to work fixing this place up, so we can greet them properly next time they come calling," he said.

The Maximals let out vocal agreements as they quickly set to work, some moving off to go search for Energon while others set about to begin repairing the damage to the ship. Optimus let a grin slip onto his face plate, seeing the Maximals moving with a purpose. 'It's good to be back' he thought quietly, before joining them. "Oh and Rattrap? Get your stuff out of my quarters!" He shouted out, hearing a sheepish chuckle from the Maximal spy.

Darksyde

Megatron growled angrily, his face plate restored but his dignity still injured as he looked at the damaged archives. "You're telling me Sauria did this?" He snapped at Blackarachnia, Waspinator, and Ripfang, the trio who had witnessed the infiltration and assault of the femme saurian.

Waspinator, hunched up in a defensive position, meekly nodded. "Y-Yez Lord Megatron. L-Lizard femme znuck up on Wazpinator and uzed him to dizable the security field around the golden dizcz," he said fearfully.

"That's when I arrived, with Tarantulas' chassis," Blackarachnia said, trying not to flinch when those angry optics turned on her. "When she saw me, she started shooting wildly, and hit several of the servers in the process. I was forced to take cover, and that's when she made her escape."

"I attempted to pursue her, but she was too quick, and escaped," Ripfang added. "I returned here because I knew you'd want the traitor restrained."

Megatron growled angrily, turning to the one server that was most important above all. The one that had all the information on the golden discs, as well as information relevant to his ultimate plans here on this planet. He could see it was beyond salvage, and the data was almost assuredly lost. He clenched his one visible servo, before turning to the three Predacons cowering behind him. "If I was not in such desperate need of soldiers, I would-!" He started to say, only to be interrupted by the ship intercom activating.

"My queen, you must return to the command deck! Something is happening!" Inferno yelled over the intercom. Megatron growled as he quickly began stomping away, followed by the Predacons.

On the command deck, Megatron soon joined Inferno, finding the ant-bot holding one of his weapons at the lava. Megatron was about to question him when he noticed what had Inferno so disturbed. Some of the lava was bubbling and roiling to a greater degree than the rest of it, as if something under that specific area was disturbing it. He raised his own weapon, preparing to fire, when a beam of light shot up from that point in the lava, followed by something emerging from the molten rock. A figure shrouded in lava, glowing from the heat, hovered in the air, suddenly spreading its limbs and shaking the lava from its frame. Megatron could only gape, as he took in the appearance of this figure.

It was a medium sized mech, colored dark red and dull purple, and it quickly was apparent that it was a Fuzor, much like Quickstrike and the now defected Silverbolt. The mech had muscular looking arms that ended in scorpion claw servos, and a broad chest plate that looked like a mixture of red leathery skin and grayish purple hardened exo-skeleton. The legs were equally muscular, ending in clawed pedes. A pair of red leathery wings sprouted from its back, while a long scorpion tail hung behind it, swaying and curling. The face plate was surrounded by a sleek rounded helm, with a small fin sticking up along the center with a pair of hook like teeth flanked the mouth port, which looked normal save for a pair of mandibles flanking it on either side, both twitching as the mech slowly worked its jaw. The mech's optics consisted of a golden visor with two red glowing optics, both of which locked onto Megatron as the mech slowly descended and landed in front of Megatron.

The Predacon leader could only stare at the mech as behind him, the others stared in horror. Finally, Blackarachnia spoke. "S-Scorponok?"

The mech looked at her, his mouth port turning into a grin before it spoke in a voice that sounded somewhat deep. "Not anymore. And not Terrorsaur either. We…I…am what's left of them," he said, giving a theatrical bow. "Call me…Terrok."


And there we go. HAH! Managed to get this done before Christmas. This month has been hectic. And this chapter too. Urrgghhh. Just glad I got it done and out to the few who read it before Christmas came around. Consider it a little pre-Christmas treat. Unless this chapter sucked. Then sorry.

So, I hope you all enjoyed this chapter, including my little surprise addition at the end there. Guess we'll see, won't we?

Till next time, and Merry Christmas! Or Happy Holidays!