1 The Cowardly Lion

By: Snowlily

It was the time for dreams, the time where you feel at peace, the time when you don't have to worry about anything but sleeping. That is not what it was for Snowlily. The nights were the worst part of the twenty-four periods. Megatron would dream nasty things like killing everybody and taking over Cybertron while Optimus would dream the same things but as a nightmare instead of a good dream. She knew that the Predacon tried to dream of such things to upset her, but there was little she could do about it except not let him know that it's bothering her. As usual the snow-cat made her way to the lift to gaze at the stars like she almost did every night. It wouldn't be surprising one of these days the others would find her sleep walking into a trap. Snowlily didn't get the kind of peaceful; enjoyable dreams most everybody else does. Although there were a few unexplainable dreams she would have that weren't those of her attachments. They were blurred and didn't make any sense, just pure chaos.

Snowlily slowly made her way to the bridge like always in bot mode. Dinobot was supposed to be on midnight watch but walking in he was not there. This stung her curiosity as the lift carried her down the hatch. Jumping off of it, she gazed across the sky seeing lightning flicker and dance in a wondrous display of the tradition that had gone on since the creation of that awesome planet. Her eyes came upon a blue and gold robot sitting neatly on the ground not looking at the storm brewing. Snowlily called as quietly as possible.

"May I join you?" Dinobot only half twisted his head to her and didn't acknowledge her so she sat beside him.

A few minutes went by and nothing was said. Snowlily's optics watched the lightning as Dinobot stared forward. Then the rain came. It poured furiously, pounding the earth like small torpedoes. His face soured as her face brightened.

"It's raining; It's pouring; the old bot is snoring." Snowlily sang quietly giggling. Dinobot only shook his head softly. She sighed putting her hand under her chin.

"You're no fun."

"Warriors do not have fun."

"Who says?"

"I will not go into this again." He turned his head away and stared out again.

"Fine. But it's not my fault if you die from boredom." Snowlily left his side as she danced her way into the soaking rain. Dinobot watched her dance, kicking up the new mud around her and soaking in the joy. The peace on her face made everything glow with her delight. Then he felt like he was missing something. For the first time in a long time he wished he could change a few things about himself.

In his deep thought, Dinobot didn't see Snowlily throwing a large ball of earth. Those thoughts ceased as the mud sunk into his face. She grabbed her sides in enriched laughter as Dinobot tried wiping the mud off of his face. He stood up with his companion still laughing with tears coming out of her optics. She only got a quick glance before she was swung up into the air over Dinobot's shoulder half laughing and half screaming. As carefully as possible he threw her down into the waterlogged earth. She just sat there giggling with wet dirt all over her crimson and gray armor. The aggressor snorted and turned back to retreat inside the Axalon.

"Oh, no you don't!" The fem-bot molded another mudball and threw it in the direction of the fleeing ex-Predacon. Dinobot only caught a glimpse of it before it slammed into his skid plate knocking him a little off balance. He roared in his humiliation with fists clamped and over his head. Snowlily laughed with another ball in her hand.

"So what are you going to do about it, huh?" Dinobot growled and then grinned a mischievous grin, which scared the femme.

"Are you going to continue with this battle? Because I am warning you now before this goes any further." Snowlily's answer was thrown in his direction again, which he dodged. "Very well." He grabbed a hand full of earth and charged his opponent. She darted to the side throwing out her leg snatching his and he stumbled headfirst into the mud. His face was completely covered with the wet earth and he had to spit some of it out. Snowlily tried to cover her giggling.

"You were warning me?" She chuckled again. "Here, I'll help you up." She extended her hand peacefully. Dinobot took her hand but then he jerked downward hard pulling Snowlily in the mud along with him. Once she was there, he playfully pushed her head down in the squishy mud. Laughing, she shook her earth-covered face and one last time, Snowlily calmly smeared mud on Dinobot's face making it look like Indian war paint.

"There. Now you look like a warrior." She smiled gently.

Suddenly, Dinobot jumped up quickly and reverted to his beast mode.

"Where are you going?" She blinked.

"None of your business female." Snowlily frowned.

"What are you afraid of?" He stopped and turned around.

"Why can't you stay out of it?" The femme put a hand on his shoulder.

"Because I'm here to help. That's what friends do." The raptor growled.

"Why are you doing this? Why are you trying to change who I am!"

"I'm not trying to change you, Dinobot.I'm just trying to help you see things clearer.to be open-minded."

"I do not need your advice." He snorted bluntly. Her brow wrinkled with that remark and her optics flickered with hurt.

"I'm sorry you feel that way." Snowlily changed into her cat mode and began walking to the lift once again. ".But I've observed that close-minded bots are usually wrong." The snow leopard boarded the hatch as did the velociraptor and they rode up in silence. Their beast coverings were caked with the brown earth and the cat walked to the CR chamber opening the hatch and stepping aside.

"You can wash up first." She gestured with her hand to Dinobot. The raptor only glanced at her once before entering the chamber. Less than a minute later, he came out clean with no evidence of the mud anywhere. Snowlily sat in beast mode on the floor with her head in her paws with earth still in her fur. She stood on all fours as he exited the R chamber.

"Don't worry about the mud on the floor.I'm going to clean it up. Go to sleep.it's my shift anyway." She walked past him shutting the chamber door behind her. The raptor stood there for a moment longer before snorting again and stalking back to his quarters.

Snowlily laid on one of the bridge room chairs with her tail twitching in sequence with the song she played--her favorite song. She was very drowsy and her focus was the music so she didn't notice the thoughts that were coming from Megatron. They crept up upon her inconspicuously and without warning.

"Now Tarantulas!" Snowlily's head jerked up as the words slapped her mind. Then all systems in the Axalon shut down. She transformed quickly and tried restoring the main computer. Nothing was working. Megatron's thoughts penetrated her mind once more and she found the reason of the collapse. Tarantulas's magna pulse beam knocked out their systems so they could go after stasis pods that were falling from orbit! The snow-bot ran in back and woke the others immediately. Snowlily told them what was happening and Optimus split everyone into two groups for two pods were falling and the Preds were going after both. The sol teased the Axalon under the guard of the horizon as the Maximals hurried out. Snowlily informed them of the locations of the falling pods.

"It is crucial that we do not allow the Predacons to take these pods.or it could mean defeat for us." Primal warned the Maximals as they started on their different trajectories. The raptor, rhino, cheetah and white leopard went for the closest pod, which Megatron, Blackarachnia, Terrorsaur, and Inferno proceeded to.

Rattrap climbed onto Optimus's back in beast mode complaining.

"Prime jets, maximum burn!" The commander leapt into the morning mist as the sun stuck its tongue out at the travelers.

"Man! I hate des piggyback rides!" The rat shouted over the roar of the wind slapping his face.

"Rattrap, stop wasting your breath with complaints! Try hoping for once! I'm tired of hearing your negative comments!" Primal had to complain about his soldier. His stress was mounting and he didn't need that right now. Two Maximals are depending on him to reach them first. Optimus will not lose another one. It was too close with Snowlily. It's essential that he not lose focus.

"Well, there's nothing positive to comment on," he retorted.

"Then shut up, Rattrap!"

"Yeah, yeah, yeah.yeesh!"

Tarantulas warily scurried along side Scorpinok with Waspinator buzzing overhead. The pod brought hope to the spider for the pod would be his means to escape the impending visit from the aliens. Perhaps he could even successfully reprogram the pod's occupant to follow him. But Tarantulas didn't want more duds like that groveling flame throwing ant and that treacherous witch! He shall not fail on this protoform. All the sneaky spider had to do was to distract the idiots that accompanied him, which would not be hard.

Scorpinok kept a close eye on his eight-legged companion. Megatron told him to be on guard against him for this opportunity would be too much for that back stabbing Predacon.

Tarantulas walked along trying to think of some way to distract his comrades so he could get to the pod first. He wasn't having much luck when suddenly Scorpinok's internal computer beeped.

"Maximal signatures detected."

"Wha?" The scorpion growled and stopped halting the others as well. "We have no time for Maximals."

"One of us should go ahead and secure the pod before it's too late. I'll volunteer." The giggle-happy spider started to creep away but Scorpinok blocked his way.

"No! I will go after the pod. You and Waspinator will watch my back." Tarantulas grumbled and was about to say something when the trio heard a noise from above.

"Airazor! Maximize!" The falcon screeched then immediately began firing her shoulder cannons at the three Predacons below, hitting Scorpinok. Tarantulas had to dodge several rounds himself before hiding behind a tree. He saw Waspinator terrorize and send a few of his stingers in the Maximal's direction. The spider hastily took the chance to retrieve the pod.

"Have fun getting scrapped, hehehahahaha."

Airazor was flying circles around the frustrated Predacon wasp.

"C'mon! You're not even trying!" She landed a swift kick to his torso, which flipped him over a few times.

"Zzzz, Wazzpinator will hurt bird-bot!"

"Sorry! Not this time! I have a pod to catch!" The falcon-bot flipped out her pistol and blasted Waspinator's wings clean off. The bug spiraled down towards the ground and sunk into the earth groaning.

"Wazzpinator needs vacation." Airazor hovered shaking her head.

"I can't believe he fell for that again." She laughed. "He really fell for it." She reverted back to beast mode and again tried to resume her coarse when a hissing sound caught her receptors. Out of reflex, the Maximal quickly veered to her left then seeing a missile streak through the airspace she just was. Looking down, Scorpinok had changed into to bot mode and still had a claw pointed at her.

"That one's going to cost you!"

"I'm just paying you back, Maximal!" He didn't shoot his other missile. He just stood there grinning. Airazor grunted at his stupidity.

"Airazor! Maximize!" A nano-click after she transformed the missile that had missed her last time struck her in the thigh.

"Argh!" Suddenly the ground lurched up and she found herself in a pile of broken limps with her thigh bleeding massively. Scorpinok walked over to her with his claw still open and smiling evilly.

"Like my new weapon? It searches and destroys Maximal signatures." Airazor glared at him then quick as lightning kicked up her undamaged leg knocking the Pred onto his back. While he was down she revealed her shoulder cannons again. Turning around she fired them off quickly as he clicked his pincher releasing his missile. Airazor's blast knocked Scorpinok back into the brush as his discharge clipped her left shoulder. The falcon-bot lay there staring at the sky breathing softly then slipped into unconsciousness.

Meanwhile as the battle was going on, Tarantulas neared the pod's crash site. It had struck the ground from an angle so it sat on its side in the grass covered plain. He giggled seeing the craft wasn't too awfully damaged. He transformed to bot mode and quickly made a diagnostic of the ship's systems. "Good. All systems working properly.now all I have to do is reprogram you." He giggled again out of delight and he quickly goes to work. The spider pulls out his new and improved program and replaced the Maximal program. "There! It's all ready."

"Program excepted.scanning for life forms." Near by, Tarantulas hears a feral hissing from a pair of very large lizards fighting over territory. The yellow field passes over them and they pause their quarrel to puzzle at it.

"Life form found.beginning replication." The spider chuckled as the protoform inside shifts and changed into a new beast warrior. The pod's lid flies open as the bright light swallowed everything near it. The light dimmed and before Tarantulas hissing and growling stood a large komodo dragon.

"Ahhh, how wonderful.a lizard." Suddenly, the reptile leaped upon Tarantulas pinning him to the grass. It snarled in his face and he froze.

"WHAT have you DONE!" It screeched and tried to bite at him when energy surged across its reptilian body. It backed off and screamed. The spider chuckled.

"I see my new program is working.hehehaha.as you have already witnessed any attempt to harm my being will cost you." He stood up as the lizard kept stepping back then it released a high-pitched scream.

"PROWLER! TERRORIZE!" The bot's size doubled and soon revealed to be feminine as she transformed to her black and green robot mode. She stood at least four feet taller than the spider with large shoulders, broad femme chest, and powerful legs. Long titanium claws served as her fingers and three-toed feet. Prowler's fore arms were built up for shielding. Her beast mode tail flicked about behind her showing her rage. Tarantulas looked her over delightfully.

"Incredible! You will prove to be VERY useful against Megatron, hehehaha!" Prowler paced around him hissing softly.

"You have infiltrated my original programming.you have set up defenses in case I attack you." She drawls a deep breath and growls. "You have made me VULNERABLE to you!" She quivered at the word vulnerable.

"Indeed I have. You can say you are my slave now. You will do what I tell you to do! You can't resist your new programming." He laughs as Prowler grabs her head in frustration and shrieks.

"I'd rather die than be YOUR slave! If not for this.urge.I would be tasting your blood!"

"But if you die then you would be missing out on all the Maximal blood we have running about." He grinned seeing her expressions change to that of thoughtfulness. Finally, Prowler inched closer to him.

"WHERE are the Maximals you speak of?" Her optics showing a glint of lust as her tail twitched excitedly behind her.

The bright sun shone through the treetops as Airazor awoke. She saw Tigatron, Optimus and Rattrap kneeling by her.

"Razor! Are you alright?" There was a hint of panic in her love's voice as he held her hand. She blinked a few times and groaned.

"Yeah.I'm alright." Her expression changed to that of disgust. "Where's that slaggin' Pred!"

"'Eh, don worry 'bout 'im. I got 'im." Rattrap smiled as he pointed behind him where a pile of Scorpinok bits lay scattered about. Her systems began fizzling from all the energon she'd soaked up.

"Beast mode." Her falcon beast covering replaced her robot one and the tiger picked her up.

"Tigatron, it's your responsibility to get her back to base.Rattrap and I will keep after the pod. Hopefully, we still have a chance." Optimus looked sad and the rat climbed onto his back. They swiftly took off leaving Tigatron peering after them.

"Sweet Matrix.I hope they make it."

Rattrap hung on tight as Optimus began his descent towards the crash site that they finally found. No one was in sight so Rattrap proceeded to look inside the pod.

"'Ey, boss monkey! It's.empty." Rattrap immediately pulled out his gun looking about cautiously. Optimus glanced around as well.

"We shouldn't look threatening Rattrap.whoever was in the pod might think we're out to get him.or her." Something to their left rushed through the grass and they tensed.

"I don like dis.somethin's huntin us boss." The two go back to back as they look for the unseen hunter.

Suddenly from Optimus's right hand, Prowler leaps from the grasses concealing her and flips out her energon whip. Before he knew it, Rattrap had a long slash across his face blinding him. He flew backward holding his face.

"Ah! My eyes!"

"Rattrap!" Optimus tried going to his aid but a hissing Prowler with a sick smile blocked his way.

"Welcome, my feast." Primal backed away as she swung at him with her large arm making him stumble but not fall. Prowler chuckled as Optimus revealed his arm blasters. He pumped several rounds at the creature, which lifted her arms together making the shots bounce off her armored arms. The Maximal gasped as she screamed out of the thrill, whipping around slashing him with her tail.

"AHHHHH!" Optimus is thrown several yards away, now sparking. Prowler laughed in vicious delight as she grabbed Rattrap up by his head with her clawed hands, his blood trickled down her arm.

"Ahhhhhahaha.mmmmm." She sniffs the blood and licks a little of it. "Hmmm.not bad.for a rodent." She consumes more of the mech fluid as the rat tries to keep her away but cannot see.

"Optimus!!" At the sound of his comrade's scream, Optimus roared soaring up into the sky laying twenty rounds into Prowler in a mere five nano- clicks. She screeched being torn from her prize with slight damage on her left side.

"Eeeeeeerrrrccchhh! PRIMAL!" She hissed leaping up grabbing his foot. He struggled against her weight but finally his jets failed sending them both crashing. They landed in a heap with Primal cushioned by Prowler, her optics dim and her breathing heavy. He inched off of her watching her closely then ran over to Rattrap.

"Rattrap! Rattrap!" The rat tilted his head painfully toward Optimus's voice.

"Optimus.I.I can't see."

"Go to beast mode quickly. The protoform has been lost.I need to get you repaired." The rat did so as Optimus changed to his beast mode. He picked him up lightly and began to walk off when claws ripped into his back.

"AHHH!" He screamed dropping Rattrap and falling on top of him, holding his back. He turned around seeing Prowler cackling insanely.

"You should never ever turn your back on the hunter!" She stuck her claws into Primal's back again feasting on his screams, laughing. Finally pulling out the blades she licked off the essence.

"Mmmmmhmhmhmhmmm.gooood.must have more!" Mercilessly, Prowler grabbed the top of his back and pulled hard, ripping the fur right off with Optimus screaming.

"BACK OFF, PREDACON!" A familiar quasar blast was heard, sending Prowler onto her back again. She screeched flipping up onto all fours just in time to face two more of Tigatron's shots. They clipped the side of her head and her left shoulder knocking her down once again. Prowler lunged up, screeching.

"MY BLOOD!!" Tigatron kneeled beside Optimus trying to assist him and Rattrap, who barely moved at their comrade's touch. The tiger-bot looked up at the enraged new Predacon and charged his quasar cannon to full as she screamed and ran towards him. Tigatron growled aiming his gun at her head but then she screamed in pain as a blue energy wave went through her, surprising him.

"W-what's happening!" Her servos stiffened as her whole body flooded with pain, suddenly Tarantulas popped up out of hiding.

"You've been in robot mode too long! Go to beast mode and let's go!"

"NOO! I AM NOT FINISHED!"

Tigatron growled, aiming his blaster again at her head again. "You ARE finished, Predacon!" His shot hit its mark, flinging Prowler into the ground once more with a gash in her head. This time she didn't shriek or get up.

"Oh, no!" Tarantulas grumbled jumping to beast mode and creeping off into the trees. Tigatron put his cannon away, kneeling by Optimus again.

"Well.done, my friend." Optimus groaned with eyes closed.

"Don't talk now.must get you to base quickly." Suddenly, they heard a faint noise to their right as Airazor limped towards them.

"Airazor! I thought I told you to stay put back in the trees!" Tigatron scolded.

"Oh, don't scold me like I'm a school-bot," she smiled. "Besides.you need help getting them home, so let's go."

"I.right..." Tigatron reverted to beast mode as Raze put her arms around Rattrap trying to lift him onto the tiger's back.

"Aww!" She quickly let go as she held her shoulder, wincing. Tigatron dashed to her side.

"Airazor! You alright?"

"Slag.! I.I don't think I should try to do that." She winces again, sitting down on the ground next to Rattrap, who moves slightly.

"I don't think we're going anywhere." Tigatron sighed as he sat down beside the bird.

"Perhaps we should stay here.let their beast modes make repairs.and myself as well."

"Perhaps so.but I think we should put some distance between us and HER." He looked back at the unconscious femme bot behind them.

"I agree." Airazor shifted to her beast mode so it would make repairs. "I think we should move them one at a time.one of us can stay behind to watch the Pred to make sure she doesn't try to pick us off again."

"Who should we move first?"

"Take.Op-optimus." Rattrap lifted his head lightly to the sound of his friends' voices. "I.I'm okay." Airazor looked at Tigatron, who nodded.

"We'll be off then."

Far from the birthplace of the newest Predacon, Megatron casually walked up to the fallen pod in beast mode with Inferno and Blackarachnia by his sides in the savanna-like flatland.

"Ahhhh, yesss! The pod seems to be intact.Blackarachnia! If you will." He stepped aside to let the she-spider access the pod.

"Blackarachnia! Terrorize!" Her spider mode disappeared as her feminine shape took place. She kneeled down beside the pod lifting the lid so they could see the precious protoform inside. Megatron grinned, his toothy grin, then turned his head to Terrorsaur above him.

"Keep an eye out for Maximals.I sense.someone close." Then back to Blackarachnia. "Hurry! We don't have long before someone will show up." The spider clicked a few more controls.

"Most systems are functioning.it's got a few split circuits in it's processor but I can work around those." Megatron transformed to his robot mode and looked around skeptically at the surroundings. Something.or someone was very near.indeed.

"Inferno, guard Blackarachnia in front of the pod."

"Yes, Royalty." The ant bowed and took his place with flame-thrower at the ready.

The she-spider pulled out the Maximal chip replacing it with the Predacon program when it beeped.

"Program not accepted...scanning for life forms." Blackarachnia's face soured as she slapped the side of the computer.

"Slaggin' Maximal computer.it won't accept my program."

"Is there any way you can fix it?" Megatron growled.

"Maybe.it is possible for the protoform to function without a faction.we'll just have to tell it who and what it is. But we need to get it back to base immediately so it won't get too much energon damage." Megatron nodded as the pod's scanner popped out of the computer, spreading its shimmering yellow light over the grassland searching for a beast. A pride of lions and lionesses lounged about on the prairie, peering curiously at the light that passed through them. The computer beeped once again.

"Very well, Blackarachnia.Terrorsaur secure the pod and return to base." He ordered returning to his beast mode along with Inferno and Blackarachnia. Terrorsaur grabbed the pod with his pterodactyl feet, grunting and struggling to get it off the ground.

Suddenly a blast slammed into Terrorsaur knocking him back and the pod out of his grip. Cheetor, Dinobot and Rhinox appeared before them pointing their weapons at the four Predacons.

"That pod is ours, you cold-blooded thieves!" Cheetor fired his gut-gun at Blackarachnia as Dinobot charged after Megatron and Rhinox battled Inferno.

As they fought, Snowlily crept over towards the pod where it lay next to the unconscious Terrorsaur. She kept her optic on the dinosaur respectfully for she knew if he were to awaken, they'd be outnumbered. The pod beeped as she accessed the computer once more.

"The beast mode has already been chosen.all I need to do is get the program online.slag.that'll take me forever." Inferno goes flying by with Rhinox in pursuit. "Oh.I don't have forever. well, here goes nothing." The snow-cat clicked one key when the pod's computer chimed.

"Life form found.beginning replication."

"Huh?" She blinked as the liquid inside shimmered and shifted brightly. The bright light from the pod swallowed her and Terrorsaur as the battle seemed to pause and watch.

"Blast it!" Megatron whirled a fist into Dinobot's face, racing towards the pod and for Snowlily. She gasped as his giant shadow fell upon her.

"Get away from that pod, you winch!" Megatron swatted her aside, then turning to the pod he met a fierce-looking lion. It roared in his face, which startled Megatron and he backed away, growling. While he was distracted, Dinobot blasted Megatron with his optic lasers, giving Snowlily the chance to get away. She stumbled across the lion that looked at her unthreateningly and she couldn't help but smile at him. The lion smiled back at her when his eyes rose above and behind her and he turned "white".

"A.a..a.SPIDER!!" The lion faints and Snowlily blinked and looked up to see Blackarachnia shove her missile launcher in her face.

Dinobot threw a knee into Megatron's face only to see the she-spider hold the small femme bot by her neck with weapon to her head. He huffed and snarled but Blackarachnia waved her missile launcher.

"Ah, ah, ah, lizard.I wouldn't if I were you." Dinobot backed off and Megatron attacked the raptor forcing him to the ground.

Several yards away, Rhinox grappled with Inferno but saw Snowlily in danger. The ant fired his blast cannon near his head laughing insanely.

"Alright, that's enough!" He let off a battle cry shifting to his beast mode, ramming into Inferno with his horn, knocking his infamous weapon from his grip. Sitting on him, the rhino smashed him deep into the earth, grinning. His robot mode quickly took shape as he grabbed Inferno's firearm and before anyone could do anything about it, he discharged several rounds into Blackarachnia. Snowlily pinched her optics shut, thinking that she was surely a goner when she heard the gunfire and the spider's screams. Once she chanced a peek, only Rhinox stood in her sight with a hand reaching down to her.

"Are you alright, Snowlily?"

"Yes." She took his hand and tried to stop her shaking. A flash of light and a crackling noise sent Rhinox crashing into a tree as Megatron laughed and grinned at SL.

"Just you and I now Snow Phantom." He grabbed her up harshly with her struggling, looking around for anyone to help her but found no one. "Yesss.I sense your fear." He laughed at her making her angry.

"You've already lost the protoform! Just quit now!"

"Not necessarily my dear.it will be terminated." He held up the Maximal by her neck and walked to the lion that was out cold pointing his t-rex head at him.

"NO! Stop! He's innocent!"

"All the more reason he should be eliminated." Snowlily squirmed then swung her legs around Megatron's laser arm as he fired hitting his own foot. He cried out dropping his hostage that rolled over seizing Terrorsaur's missile launcher firing into the tyrant's chest sending him crashing to the ground. Lily sat back putting her hand at her chest knowing what she had just done.

"Ohhh." The world went slightly out of focus.and the sounds began to muffle.as darkness fixed into her optics.and all.fell.silent.