Author's Note I would like to thank Velociraptor for her help in editing my stories. She was a big help! I would also love to hear your comments; the good, the bad, and the ugly! And always remember... "No Matter Where You Go, There You Are."

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Terrorsaur screeched as he soared high over a forest near the Predacons base. He rarely had to beat his leathery pterodactyl wings, as this area was notorious for its updrafts. Terrorsaur just glided over this area. His telescopic optics caught sight of Waspinator, who was patrolling the same area several kilometers away.

'I pity you Waspinator,' he thought. 'You can't experience the incredible feeling of gliding over a forest, with the cool breeze in you face.'

Terrorsaur started to gradually lose altitude so he flapped his wings a few times until he, once more, found an updraft. He closed his eyes and smiled a little pterodactyl smile and let himself relax. He wasn't aware of the buzzing that approached him.

"Wazzpinator think pterodactyl should report to Megatron now," he buzzed.

Terrorsaur squawked and gasped for air as he struggled, with his wings flapping like mad and his eyes wide, to maintain his flight. "Slag it Waspinator! You scared me half to termination!" he regained his composure. "Now, what did you want?"

Waspinator snickered at having frightened Terrorsaur. "Wazzpinator zaid that pterodactyl idiot zhould report to Megatron now."

Terrorsaur glided for a few more seconds in the cool night air. The sun had just set and Terrorsaur, for one, was grateful after a hot summer day of perimeter patrol. "Hmmm? Oh yes, report to Megatron," Terrorsaur transformed, sad he had to abandon his majestic flight. "Recon team one to Megatron, come in Megatron."

The comm dished out static for a few seconds and then a voice came over. "This is Megatron. Report?"

"This is pterodactyl idio... I mean Terrorsaur." Terrorsaur growled at the nearby Waspinator, who was again snickering. "We have finished our scan of the western forest. No Maximals or other anomalies present. No energy signatures present."

The comm buzzed static again. "Very good, yesss. Next you will will move to grid rigel where..."

Waspinator's eyes were wide as he looked in the opposite direction of Terrorsaur. "Wazzpinator zuperior, pterodactyl-idiot inferior!" he called to his scout mate.

"What?!" squawked Terrorsaur ignoring Megatron.

"Wazzpinator zee a stazis pod! Yezzz!" he did a barrel roll in beast mode.

"Terrorsaur, are you listening?" buzzed Megatron.

Terrorsaur used his telescopic optics to confirm Waspinator's report. "Megatron! I have found a stasis pod landing in grid nu!"

Waspinator looked at Terrorsaur questionably. "Wazzpinator found pod."

"Grid nu?" queried Megatron. "That's close, yesss."

"But Wazzpinator found pod," said Waspinator again trying to be heard over the comm.

"Should we go secure the pod?" asked Terrorsaur, ignoring Waspinator fully.

"No," Megatron said quickly. "You will go as ordered to grid rigel. I will send someone to reprogram the pod, yesss! Megatron out!" the comm returned to static once more. Terrorsaur flipped it off.

"You heard him!" ordered Terrorsaur. "Let's go to grid rigel!" Terrorsaur went to beast mode and flapped off quickly.

Waspinator took off after him. "But, Wazzpinator dizcover pod!"

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The bridge of the Predacon base was abnormally quiet, save for a couple of beeps and the chuckling Tarantulas did to himself. He was working feverishly at the main computer terminal, doing repairs to some damaged circuitry. Blackarachnia leaned against the safety railing of her hover platform, looking quite bored. Inferno stood at attention with his gun drawn, ready to attack anything that was a threat. Scorpinok was sitting in the command chair, waiting for Megatron to return. Finally, Quickstrike was practicing lassoing in imaginary bull with an imaginary rope.

The door to the bridge was whooshed open and Megatron walked in, his feet banging on the metal floor. He went and relieved Scorpinok and sat in his command chair.

Inferno saluted. "All hail our glorious Queen!" he bellowed as loud as he could.

That got a slight grin from Blackarachnia and a chuckle from Tarantulas.

Megatron glared at Inferno. "Stop calling me that!!" he screamed at him.

Inferno saluted again. "As you command my queen!"

Megatron groaned and shook his head. Then the klaxon sirens began to wail. Megatron motioned for Scorpinok to move so he could get a clear view of the main screen.

"Report!" boomed Megatron, gazing at the computer console.

Tarantulas pressed a few buttons. "Incoming stasis pod!" he chuckled above the wailing sirens.

"The new Predacon! Yesssss. Blackarachnia! Go reprogram the pod, now!"

Blackarachnia was startled. "You want me to reprogram the pod?"

"Yesss, that's what I said. I need Tarantulas here, and you're the only other one with the skill needed."

"OK," Blackarachnia said slowly. "Later grape-face!" she began to leave the base.

Megatron motioned for Inferno who stood at attention and saluted.

"Yes royalty!" Inferno bellowed.

Megatron leaned in towards Inferno as he noticed Blackarachnia turn around. "We cannot trust the spider, no. Follow her closely. If she tampers with the Predacon shell program in any way, take care of it, yesss?" he ran a finger across his throat.

Blackarachnia grumbled at Mrgatron and Inferno, but left to do her work.

Inferno snapped to attention and saluted. "It will be done, my queen!" he blasted off.

Megatron growled and yelled after Inferno as loud as he could. "Stop calling me that!"

Inferno cautiously left the Predacon base and began to track Blackarachnia as stealthily as he could. He spotted the spider, on his long-range scanners, running towards the fallen pod.

Blackarachnia jogged towards the pod's landing location. She then stopped after a few minutes and turned around. Inferno hid behind a tree. "I can hear your jets, Inferno!"

Inferno yelled insanely and came out from his hiding place. "The royalty demands your stalking!"

"Whatever," sighed Blackarachnia and rolled her eyes. She then continued her jog towards the pod.

Blackarachnia jogged for another couple of minutes until she reached the crash site. She surveyed the pod over very carefully. No apparent damage. The serial number on the side said MCP-314X. The MCP stood for Maximal Command Protoform.

Inferno snapped his head to look up at the sky, hearing something.

'Excellent! A Maximal commander! That's just what I need to take care of Megatron!' Blackarachnia thought. 'Now if I can only get rid of Inferno.'

Suddenly, Inferno started flailing his arms around and yelling madly.

"What's your problem, ant-breath?" Blackarachnia asked impatiently.

"Do you not hear it?" Maximals! Yaaaaaaaaaaaaahhhhhhhhhhhh!" Inferno's head did one full rotation.

"I don't hear anyth...," Blackarachnia grinned. "I hear them all right! You had better go intercept them while I finish here."

"Yes! The royalty also demands the Maximals' wreckage! I shall not fail the queen!" Inferno sped off.

"What an idiot!" Blackarachnia chuckled and went to work on the pod. "I must work fast!"

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Inferno flew slowly and cautiously over the dense forest, keeping very alert for the Maximals. He heard a jetpack activate nearby and stopped his forward flight. He hovered and brought out his blast cannon. He aimed it in the direction of the noise.

"Maximal!" he declared, "You will burn!" Inferno laughed insanely and fired several shots in the direction of the sound. "For the royal...." Inferno was struck in the back of the head by a small missile.

"Got him!" exclaimed Airazor who now tried to acquire the spinning Inferno for another blast.

"Aaaaaaaaaaaaah!" screamed Inferno. "You will bur...."

Inferno was struck by a larger missile and went spinning into the forest below.

"Now I got him!" Optimus Primal now entered the area in the opposite direction of Airazor.

Airazor gave her leader the 'thumbs up' and surveyed the surrounding areas. "We have to be close to the pod."

"Hmmm...yes," Optimus said in a monotonous voice. "Inferno must have detected us."

"I guess," Airazor stated confidently. "But we're rid of him and free to claim the pod."

"Don't be so sure Airazor. Inferno barely has the logic circuits to fire his weapon, never mind to reprogram the pod," Optimus looked below to the forest. "Tarantulas or Blackarachnia must be around somewhere."

Just then a missile came out of nowhere and would of struck Airazor dead on, if it wasn't for her lightning fast reflexes.

"Terrorsaur terroriiiiiize!" He transformed and opened fire, Waspinator soon following his lead.

"Ha! I knew we would be needed here!"

Optimus blasted off in a great storm of fire and was pursued closely by Terrorsaur. Terrorsaur fired a barrage of shoulder missiles at the evading Maximal commander who dodged them all. Airazor was toying with a much slower Waspinator. She was flying circles around him and evading all of his missile fire.

"Zlow down!" Waspinator pleaded. "Bird-bot making Wazzpinator dizzzzzy!"

Airazor barrel rolled out of the way of another barrage and returned fire herself. Several wrist missiles hit Waspinator in a short order and made him crash into the trees below. Terrorsaur fired another shoulder missile which hit its mark and sent Optimus spinning.

Terrorsaur cackled. "Your not as tough as you think you are Optimus! I, Terrorsaur, have bested you!"

"Guess again!" Optimus bellowed as he regained control. He fired a mega missile that Terrorsaur just narrowly dodged.

Terrorsaur laughed again. "Nice try Maximal! I am too fast for you!"

"You're not too fast for me!" Airazor screamed as she sped by the lone Predacon at supersonic speed.

Terrorsaur spun wildly from the wind and regained control just in time to see the wall of energy coming towards him. "Aw slag," he complained and then was hit by the immense impact and sent into the trees below.

Airazor flew back to Optimus and went to beast mode, exhausted. "Optimus...you...OK?" she gasped for air.

"Yeah, I'm damaged though." Optimus got an angry look on his face. "I guess it would be best to go for repairs."

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Blackarachnia reached into her back compartment and retrieved two Predacon chips. One was the Predacon shell program; the other was a custom program she designed. She opened the access hatch and as carefully as a skilled surgeon, extracted the Maximal identidy chip. She tossed it onto the ground and stomped on it, crushing it. She installed the two Predacon chips, using the same surgical precision.

The pod's computer beeped. "Scanning new hardware. New hardware accepted, altering program."

Blackarachnia chuckled. "Now to customize the protoform."

She activated the computer's view screen and brought up a command menu. She chose the item called 'beast mode'.

"Hmmm...," she scratched her head and brought up a list of available beast modes. "Wasp, no. Iguana, no. No insects. Salamander, yeah right. Hmmm...Velociraptor. Yes, that will do nicely."

Blackarachnia typed the information onto the computer. Blackarachnia was even able to customize the weaponry given. She gave the new Predacon several hand-held missile launchers and prime jets. With a grin on her face, she pressed the engage button.

The pod began to glow a brilliant white and started to shake wildly. Blackarachnia staggered back from the commotion and shielded her eyes. Suddenly the shaking ceased and the light dimmed. For a minute, nothing. Then, a raptor leg shattered the glass lid and soon another followed. A roar emanated from the pod chamber and the pod exploded. When the smoke cleared, a magnificent beast stood in its place.

Blackarachnia was awestruck by this majestic, yet incredibly dangerous looking creature. It's black scales, crisscrossed by brown and silver striping, looked strong enough to withstand any impact.

Blackarachnia suddenly was aware of a strange feeling. It was a tingling sensation that engulfed her entire body every time she looked at this new arrival.

The new Predacon slowly began to look around the area. He snorted, the way raptors always do, and looked at Blackarachnia. "Raptron Maximize!!" he screamed but nothing occurred.

"Terrorize," Blackarachnia said shakily.

"Huh?"

"Your transformation code. It's Terrorize."

"Oh," said Raptron a little embarrassed. "Raptron Terrorize!!"

The sound of gears and hydraulics working was heard. Raptron transformed very quickly, but Blackarachnia noticed the sequence differed from Dinobot's. The raptor head was on Raptron's back as from the mouth stuck his prime jets. He was only about two feet taller than Blackarachnia, but he looked like he had the strength to make the earth tremble. He looked somewhat similar to Dinobot, but had a less forbidding face. Raptron's main differences were that on his middle finger he had twelve-inch razor sharp claws, and, of course, the Predacon symbol on his helmet.

"I'm Raptron," said the new Predacon as Blackarachnia shook a little from the feeling. "Are you all right?" he sounded concerned.

Blackarachnia managed a little smile. "I'm fine," she said softly.

Raptron smiled and found himself looking over this being before him. "Who are you?"

Blackarachnia regained her composure. "I'm Blackarachnia, your creator."

Raptron thought for a few seconds. "You're my...mother?"

Blackarachnia chuckled. "No no, nothing like that. I'm just a...friend."

Raptron nodded. "I understand."

"I have to ask you, why did you say Maximize at first?"

Raptron paused. "I don't know. It was the first thing to come into my mind."

Blackarachnia nodded. "Well, you were a Maximal protoform."

Raptron seemed to ignore the comment. He brushed his shoulders and grimaced as nothing was there. "I am missing my cannons,"

"You don't have cannons, you have missile launchers. What made you say that?"

Raptron again paused. "I do not know. This is all very strange to me."

"Hmmm...," Blackarachnia whispered to herself. "Could the Maximals have implanted memories into him?"

Raptron searched around his various compartments until he found his missile launchers. "Hmmm... these look powerful."

"Well they should be, I made them that way." She walked around him, looking him over more carefully. "Tell me Raptron, do you remember anything else?"

Raptron engaged the laser sights on his missile launcher, smiling as he targeted a bird in a tree which rapidly flew off. He also surveyed the horizon. "Only my name. Raptron...defender...Raptron the Defender. I am not sure where I got it from."

Blackarachnia was puzzled. "You are a strange one. You should access the history of the situation here under file BW1."

"Acknowledged," Raptron said and went offline to retrieve the data.

While Raptron was distracted, Blackarachnia went over to the pod and looked inside. Leaned against one of the inner walls was a data disk. She picked it up and on the label, it read 'For Raptron's Optics Only'. She noticed Raptron coming back online so she hurriedly placed the disk in her back compartment and went to meet him again.

"Interesting war this is," he said slowly.

Blackarachnia laughed. "I wouldn't call it that. You should also access your duty profile under file RaptronD."

"Acknowledged," he again went offline. While his computer hummed and bleeped, Blackarachnia pulled out the disk again.

"This may be the key to solving the mystery that is you," she said and put the disk away again as Raptron finished.

Raptron smiled. "Number one, destroy all Maximals. Second, do what is best for the Predacons. Simple yet direct."

"You got it raptor-boy," Blackarachnia stated. "Come this way, I'll introduce you to everyone."

"Lead the way."

As Blackarachnia ushered the way for the new arrival, a small flash in some distant clouds caused a stir amongst the animal population of the forest and the sky began to darken with forbidding clouds that eclipsed the stars.

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Optimus Primal limped onto the bridge of the Axalon.

Rattrap got up hurriedly from his game of cyber-poker. "Hey Big Banana! What happened?"

"Terrorsaur and Waspinator happened, that's what." He turned to Rhinox. "Is Cheetor still on patrol?"

Rhinox nodded. "I'll have him go to the pod's location."

Optimus sat down in the CR chamber's chair. "Good, he may be too late though." The chamber door closed and began its work.

Just then, Airazor whooshed up the bridge elevator and stepped onto it.

"Hey, uh, bird-lady," Rattrap ushered her into the other CR chamber. "We'll have you fixed up in no time."

Airazor sat down in the chamber. "Thanks Rattrap." The door closed.

Just then Dinobot spoke up. "I knew Optimus should have taken me! We would have possession of the pod if he had."

Rattrap shrugged his shoulders. "Eh." He sat down and commenced his poker game.

Rhinox turned towards a computer terminal and pushed a button. "Axalon to Cheetor."

"Cheetor here!" came a quick reply.

"Go to grid nu," instructed Rhinox. "A stasis pod landed there. Optimus wants you to go and see if you can beat the Predacons to it."

"You got it! Cheetor out!"

Dinobot stood up from his post. "Perhaps I should go with the cat."

Rhinox rubbed his chin. "All right, you and Rattrap go."

Dinobot snorted. "Let's go Vermin!"

Rattrap stepped onto the lift. "Hey, hey! Watch the name calling Chopperface or I'll kick your a..." The lift whooshed down to the ground.

Dinobot stepped cautiously off of the lift and onto the rocky earth that surrounded the Axalon. "I detect no hostiles."

"Well then climb on!" Rattrap transformed to car mode and revved his engine.

Dinobot shook his head. "Oh, no! Not again!"

"Well if you got a better way to get there fast, let's hear it!"

Dinobot grumbled. He slowly climbed on Rattrap's back and sat down. Rattrap squealed his tires and took off almost flinging Dinobot off in the process.

"Slow down vermin! I'm going to fall off!"

"Eh," Rattrap chuckled and sped up, dust spinning in the air behind him.

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Raptron and Blackarachnia were in a clearing about two kilometers from the Predacon base. The air was getting steadily hotter as the two approached the lava river that surrounded the base. Raptron suddenly froze.

A cool mist, carried by a strong breeze, blew over the new Predacon. He cocked his head to one side, as if hearing something.

Blackarachnia noticed she was alone and also stopped. "What's the matter?"

"I...swore I heard something. On the breeze, it said 'Raptron, remember who you are.' I know it's strange."

"Well anyway, hurry up!"

Raptron saluted. "Yes sir...uh, ma'am!"

The pair continued their trek until the reached the lava flow.

Blackarachnia scowled. "Slag! The river is abnormally wide today."

"Well," said Raptron motioning at his jetpack. "Why don't we give these gizmos a try?"

Blackarachnia nodded and walked up to Raptron. He picked her up with great ease. His jets hummed to life and then engaged in a massive blast of fire. In a few seconds they were several hundred feet in the air.

"Whoa! I better learn to use the throttle, huh?" said Raptron smiling.

Blackarachnia was clamped tight on Raptron's arm. "Uh-huh," she nodded, scared.

Once Raptron cleared the lava flow, he landed and let Blackarachnia off. They once again resumed their journey to the Pred base. It continued to get noticeably hotter and hotter as they approached the base.

Also, every so often a faint and distant rumbling was heard.

"How much farther Blackarachnia?" asked Raptron impatiently.

Blackarachnia pointed above a ridge. "It's just over that ridge."

The two continued their journey until they reached the top of the ridge Blackarachnia spoke of. Raptron smiled and ran down the opposite side to get a closer look.

The Predacon base was in very rough shape from the crash and the months of weathering, including the doomsday device. Raptron noticed several gun emplacements and shield generators on the ship's hull, he determined that this vessel was a battleship. An excellent fortress. He eyes suddenly caught sight of a symbol engraved on the ship's hull, just below a turret. He went cautiously up to it and ran his fingers across it. Something about it seemed familiar, but he could not explain what it was.

"This is home?" Raptron asked very slowly and with a puzzled tone.

"You got it raptor-boy. Now hurry up! I'll introduce you to the crew." Blackarachnia opened up the access hatch and stepped in.

"Call me Tron, I think it's a nickname I have from somewhere..." He followed the spider into the dark corridors of the Predacon base.

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Megatron sat impatiently in his massive throne. It had gotten more massive as the day wore on. First it was the built in footrest, then more padding, and now its own computer terminal. He used it as a monument to his ego. He gazed at the security camera footage to pass the time, when he caught sight of the new Predacon entering the base.

"Hmmm...I know him." Megatron pondered out loud. "From where I cannot say, but he seems quite familiar to me."

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As he was walking through the dark, dank corridors of the Pred base, Raptron was aware of a sensation. Something buried deep inside his soul screamed at him to get out of the base as fast as he could, but his programming urged him to follow Blackarachnia. There was another thing he noticed; these new primal urges of his beast form. He had newly found senses that were extremely keen and mere urges to hunt. He ignored them for the time being, but they still perplexed him. He was pondering these things even as he stepped onto the command center. He was immediately aware of a the powerful presence of a purple warrior he recognized from someplace.

"Megatron!" Raptron hissed, glaring at the being. "You're Megatron!"

Megatron returned the glare. "That's right," he said arrogantly. "And who might you be?"

Raptron snapped into a battle stance and yelled with pride. "I am Raptron! Raptron...the Defender!"

Megatron's mouth gaped open in amazement. He whooshed his chair around and spoke to himself. "Raptron the Defender? Here? It can't be. He seems loyal now, but if he finds out..."

"Megatron is our leader!" Scorpinok interrupted Megatron's thought process.

"Yes!" bellowed Inferno as he dragged himself onto the command deck. "Megatron is the Queen!"

That brought a smile to Raptron's face. "You're pretty butch for a queen aren't you?"

Megatron whirled around and growled at the comment. He was going to say something, but he caught sight of a damaged Inferno. "What happened to you?"

"He detected some Maximals in the area before we got to the pod." Blackarachnia replied, snickering.

Megatron now glared at the widow. "And did he come back before you completed the programming?"

Blackarachnia shook her head. "No, this is the first time I've seen him since. And I didn't tamper with the programming either!"

"Ha, I know you better than that!" Megatron leaned down to yell at her more. "Why you stupid little..."

Raptron stepped in between the looming commander and Blackarachnia. "Lay off Megatron! She speaks the truth!"

Megatron growled at the new Predacon, but that was all. His verbal onslaught was halted. He quickly whooshed his throne around 180 degrees and pretended not to care, even though inside he was raging.

Blackarachnia's jaw dropped to the floor. "Megatron seems fearful of this new Predacon," she said to herself. "It is a weakness that can be exploited... and it will be exploited, yesss."

Finally Megatron spoke up, his voice visibly losing its authoritative tone. "Blackarachnia! Show this...new recruit to his quarters."

Blackarachnia started to walk, ever so casually, towards another corridor. "Come on raptor-boy! This way!"

Raptron transformed to beast mode, mostly to show off his handsome black scales and fearful red eyes, and followed Blackarachnia down the hallway.

The hallway was fairly dim-lighted and had an eerie orange glow to it. Every few meters, there was an automated gun turret mounted on the roof. There were also several bar doors that had to be bypassed into order to get to the destination. Looking around, Raptron had the strange feeling that he did not belong, that he was there as a prisoner, not as a comrade.

"You know," Raptron began, still gazing around. "You can call me Tron for short. I know it from somewhere."

"Blackarachnia stopped at a heavy security doorway. "Well this is it, this is your quarters. Computer, open security door two! Authorization code Beta Charlie six-five-niner!" The thick door clicked and then whooshed open. "Well, go in and have a look!"

The two stepped into the large room. It had a sophisticated computer terminal against the far wall. There was also a large bookshelf, filled with books, against the left hand wall. There was also a small scientific research and experimental center on the near wall, finally there was a king sized bed on the right hand wall. On the walls, there were framed pictures of Blackarachnia and a map of Cybertron.

"I decorated it myself," Blackarachnia said while looking over it. "It's not a resort hotel, but it's adequate for living."

"It's perfectly fine," Raptron stated while inspecting the bookshelf. He looked up and his eyes caught sight of one of the pictures on the wall. "These are nice pictures of you."

"Oh yeah," Blackarachnia seemed a little embarrassed. "I'll get rid of those for you if you like."

"No, no. I like them, they're...beautiful. And you also know my room codes?" Raptron looked at Blackarachnia for a response.

She laughed nervously. "Well, that's it. If you really need something, my room is just down the hall. I'll see you around...Tron." She left as quickly as she could.

Raptron laughed and flopped onto his bed. "Good one, Raptron. Real slick."

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Dinobot and Rattrap arrived to find Cheetor and an empty pod standing at grid nu. Dinobot got up and Rattrap transformed to robot mode.

"Slag! We're too late!" Rattrap cursed while looking at the empty shell. "Optimus is gunna have our hides!"

"That isn't what concerns me, Vermin!" Dinobot snorted, looking at the side of the pod.

Cheetor galloped around excitedly. "What do you mean?"

Dinobot stood up and snorted again. "The serial code on the pod, that's what. Dinobot to base! Optimus, this is an MCP!"

"Slag...any chance we can get it back before they reach they're base?" Optimus was very concerned.

"Negative!" roared Dinobot. "It has already been programmed. There is evidence that the Maximal program has been demolished. It is too late now." Dinobot kicked away part of the remaining Maximal program chip.

Optimus sighed heavily. "Acknowledged Dinobot, return to base. Optimus out!"

Rattrap waved his arms around. "Whoa, whoa, whoa! What is an MCP?"

Dinobot glared at Rattrap. "Maximal Command Protoform... now a Predacon Command Protoform..."

Rattrap shook his head. "Aw man! Just when things couldn't get any worse..."

Dinobot snarled. "Silence Vermin! We must return to base immediately."

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Raptron dozed peacefully on his new bed. He found it much better to sleep is beast mode, although he was unsure of why. His slumber was interrupted by wailing klaxon sirens.

Blackarachnia burst into his chamber and jumped onto his bed, waking him up fully. "Hurry up Tron! That's the general alarm, we got to respond."

"Yeah, OK." Raptron stood up and transformed and then followed Blackarachnia to the command deck.

When they arrived, most of the Predacons were already there. Terrorsaur and Waspinator were in fragments laying someplace in the forest areound grid nu, and Inferno was still in the CR tank.

Blackarachnia spoke up first. "What's going on Mega-ton?"

"Well there's a...that's Megatron!" he growled in his usual manner.

Blackarachnia grinned slyly and shrugged her shoulders. "Oh, yes. How silly of me."

Megatron narrowed his eyes. "Hmmm...yes. The perimeter defenses have spotted Dinobot,

Rattrap and Cheetor in our territory. Raptron! You and the spider will go and...show them out, yess."

"You got it, sir." Raptron saluted and walked out the exit corridor.

Megatron grinned. "Sir! I like the sound of that, yesss!"

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Blackarachnia caught up with Raptron outside the base. "Hey! How come you went all G.I. Joe with Megatron there? You know, with you saluting and 'yes sir!'"

"He is my commanding officer," said Raptron trying to figure out which was the best way to travel.

"Not for long he isn't, if I can help it." Blackarachnia said to herself.

"Hmmm?"

"Nothing. It's not far from here, we can run."

Raptron went to beast mode, as did Blackarachnia, and they both ran at full blast to the Maximals' reported location.

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"Stop!!" screamed Dinobot at Rattrap, who complied.

"What's the matter with you Chopperface?" asked Rattrap transforming.

Dinobot pulled out his sword and spinning blade. "Predacons! Waspinator and Terrorsaur..."

"Terroriiiiiize!" screamed the pterodactyl, completing Dinobot's sentence with remarkable timing.

The Predacon scout flyers had managed to gather themselves together and were flying back to base, when they stumbled across the Maximal party.

Dinobot dodged a missile and returned fire with his eye beam. Rattrap joined the party, opening fire with his fusion pistol, on machine gun mode. Cheetor, who had gone ahead, doubled back to enter the fray.

Terrorsaur retrieved a large assault rifle from his back compartment and opened fire, causing the three Maximals to dive in all directions to avoid the explosions. It was long enough for Terrorsaur to yell a comment at Waspinator.

"Hunting from the air with automatic weapons. Now that's a..."

"Now that'zzz a zport," Waspinator said with no enthusiasm. "Wazzpinator know."

"Oh...well then."

The Maximals were practically firing constantly, but the faster Predacon flyers dodged them all. It was not until Terrorsaur tried a dive bomb maneuver that he got caught. He dove down firing his shoulder cannons up till about he was one meter off the ground. He then attempted to do a 180 and head upwards again, but from nowhere, Dinobot jumped and grabbed Terrorsaur by the ankle.

"Oh, no," growled Dinobot. "You can't get away."

Dinobot roared and threw the pterodactyl into the ground hard. He drove his sword savagely into Terrosaur's leg and then shot the flyer with his eye beam.

Suddenly a missile streaked by, just missing Dinobot's head. Raptron sprinted into the crossfire and speared Rattrap with his own sword, jabbing it into the rodent's body until he ceased to move. He then looked up to see two crimson eyes, peering at him through the darkness.

The midnight sky had become clouded and rain began to pour and lightning streaked through the sky. Each time one of the searing bolts cut through the sky, it would illuminate the battlefield, Blackarachnia and Waspinator battling Cheetor, Dinobot standing over an offline Terrorsaur, and Raptron standing over a fallen Rattrap.

The strobe light of lightning flashes showed Raptron standing off about ten meters from Dinobot.

"No projectile weapons!" proposed Raptron.

Dinobot almost smiled. "Agreed!"

The two raptors charged at each other and swung their swords, which met with a tremendous crash rivaling that of the thunderstorm that raged around them. Raptron swung two more times, but both blows were parried. The two exchanged delivering and parrying blows for several minutes before Raptron landed a quick jab to the rib area.

"Impressive, Predacon," stated Dinobot. "But watch this!"

Dinobot charged once again. He ducked Raptron's attack and delivered a perfect sweep kick that knocked Raptron on his back. Dinobot tried to jump on the Predacon, but Raptron kicked his legs up and sent Dinobot flying off of him.

"Not bad, Maximal." commented Raptron. "I may learn to respect you."

Raptron flicked the mud from his sword and feigned a sword swing that Dinobot went to block. At the last second, Raptron lunged forward and tackled Dinobot into the mud. Both flung their swords aside and concentrated on a grappling battle. Raptron got his arm free and landed a solid punch to the side of the head. Dinobot rolled Raptron over and returned the attack. Raptron landed three solid blows to the side of Dinobot and then again flung him off.

The rain had become a torrential downpour and pools of water formed where the ground could hold no more. Raptron blocked a Dinobot punch and then flung him into the puddle of water using a judo type throw. Dinobot quickly leaped up to his feet, but was slashed on the arm by one of Raptron's 12 inch long razor claws. When Dinobot put his hand on the wound, he got hit with a powerful Muay Thai style kick to the side of the head. He then heard transforming and the splash of someone running. He slowly rose to find himself alone. The only others there were Rattrap and Cheetor, who were offline. Then he figured out why the Predacons fled. Optimus, Airazor and Rhinox entered the area.

Optimus landed beside the two stasis locked Maximals and then looked quickly at Dinobot. "What happened?"

Dinobot scowled. "Predacon ambush...they have been driven off." Inside, Dinobot's honor was damaged. He had been defeated.

Airazor looked at Rattrap and gasped. "He's pretty messed up. Who did this?"

Dinobot snorted. "The new Predacon did, and he did this to me." Dinobot displayed his battle wounds. The other Maximals were astounded; they had seen Dinobot fight three Predacons at once without suffering a scratch.

Optimus sighed. "Who ever he is, he has to be one prime fighter to defeat you. Do you know who he was?"

Dinobot sighed and looked toward the now clearing sky. "Negative, I am unsure. Still, he seems familiar... somehow." He grunted as he picked up Rattrap and started toward the Axalon to begin the repairs.