Disclaimer: Beast Wars, Beast Machines and all characters related to those series are the property of MainFrame Entertainment and Hasbro Incorporated. The Transformers and all characters related to that series are the property of Hasbro Incorporated. This fan fiction is dedicated to the cast and crew of all three Transformer generations.

The following story, the personal histories of the characters, the history of Cybertron both past and future, and the briefly mentioned Valnatron are all my creation.

Special thanks goes out to Ben Yee of www.bwtf.com for the use of his "Cybertroninan Dictionary" and reviews of the episodes of Beast Wars and Beast Machines; to Gemini83 for his persistence in making sure I stayed on my schedule; to the talented voice actors who brought the characters to life and the people who worked behind the scenes to give those voices a frame to dwell in and adventures to endure.

Beast Wars: Basic Program
Chapter 3; Losses and Finds

A roaring river divided the lush jungle into two sections. Both banks glimmered with shards of stable energon. On one side Inferno, in beast mode and his head held high, was leading Black Arachnia, Tarantulus and Terrorsaur, also in beast modes, up stream.

Inferno glanced back and decided the distance between himself and Black Arachnia was too far. Quickly, he climbed up a fallen tree and turned to face the others.

"Keep up, you fools!" Inferno shouted "The Royalty commands we find the source of these crystals to feed the colony!"

"He says one more thing about the colony," Black Arachnia growled "I'm going to break him in half, rip out his spark and~"

"Now, now, Black Arachnia," Terrorsaur teased "that's not very lady like."

Black Arachnia transformed into her robot mode and grabbed Terrorsaur by his saurian neck, pulling him down from the air and bringing his beck up to her face.

"One more word and I'll show you why we're called 'black widows!" Black Arachnia growled

"Charming image." Tarantulus said as he passed the two and continued after Inferno, who had resumed his march up stream, unaware of the conflict behind him.

Black Arachnia glared after Tarantulus then turned back towards Terrorsaur with narrowed eyes and bared teeth. Terrorsaur grinned nervously. With a disgusted sigh, Black Arachnia threw Terrorsaur into the river, changed back into her beast mode and hurried after Inferno.

Tiny bubbles rose to the river's surface. They were shortly followed by Terrorsaur, who flailed his way to the river's edge and clawed himself onto dry land. Being a pterodactyl was great, so long as he stuck to the air.

"Ohhh, why me?" Terrorsaur asked himself. 'For that matter,' he thought, 'why are we out here? What are we looking for? Has something to do with the crystals but...what?'

"Uhh, Black Arachnia!" Terrorsaur shouted, taking to the air and catching up with the She-Spider.

"What do you want now?" she growled

"Uhh, quick question; Why are we out here?"

"Because Megatron is to lazy to do his own work." Black Arachnia growled

"The Royalty does not work, Spider. The Royalty leads!" Inferno snapped "The workers are the ones who do the searching, hunting and gathering for the colony!"

"Gathering?" Terrorsaur asked "Gathering what?"

"Are you really this stupid or are you just trying to annoy me!" Black Arachnia hissed, stopping as she turned to face him "We're trying to find the source of these stable energon crystals, Motor-head! The ones Inferno and your two worthless friends found, remember!?!"

"Oh, yeah." Terrorsaur said softly, his memory glitch clearing up "That's right. Huh, I guess I forgot."

"Ugh, you're hopeless." Black Arachnia groaned, disgusted. She continued after Tarantulus and Inferno, leaving Terrorsaur to sort out his problem.

"But how could I forget so easily. Something as important as that, how I could have just up and...Hey, wait for me!"

* * * * *

As each blast missed Dinobot it sped off into the distance, hitting a tree or rock which vanished with a flash of light. Everything hit was completely destroyed, down to the very atoms. One blast hit the ground beneath the tallest boulders, which tumbled into the river, blocking off its path to the lake.

Dinobot dove, rolled, forced himself into an aerial backflip using only his left hand, and landed in a crouched position facing Megatron. He dodged Megatron's fire with a grace not found in bots his size...but aquired through years of living under fire.

"How do you like my new toy, Dinobot?" Megatron asked, ceasing fire "I must say it functions much better than any other weapon I've ever had the privilege of using."

"It--would appear--that you--have not learned--from my lessons," Dinobot panted "nor gleaned--any wisedom--from your loses."

"Oh, I have learned, Old Timer, but not from your teachings! NO! The old rules are dead! Glory and victory no longer live in honor! The Rules of War have changed, and so must we!"

"The METHODS of war have changed and the weapons evolved," Dinobot snorted "but the Rules of War remain the same. Honor still governs the warrior and Glory still rewards him!"

"You're blind, Dinobot! Blinded by your own unquestioning loyalty to a dying code! That loyalty will be your end!"

"Don't be concerned about my fate when you have your own to fear for!!" Dinobot roared

Dinobot charged Megatron with a terrifying battle cry, sword clenched in his hand. Megatron fired, but Dinobot dodged the blasts, lept into the air and knocked Megatron to the group with one swift kick. Megatron collapsed on to his back and watched as Dinobot brought his sword down at Megatron's spark chamber. Megatron rolled away and fired at Dinobot. Dinobot dropped. The blast raced over his head and between two of the stones...towards the Maximals.

"INCOMING!" Cheetor hollered

The blast raced right between Optimus and Rhinox and struck a tree nano-klicks behind Rattrap, micro-klicks above his head. Rattrap whirled to check the damage....but there was nothing to check. The tree had vanished. Rattrap turned to face the others. Their optical sensors were wide with horror and shock. Rattrap smiled smugly, shrugged and collasped.

"Rattrap!" Air Razor shouted as she and Cheetor raced to him "You okay?"

"He just missed meeting the Matrix by two micro-klicks!" Cheetor snapped "What do YOU think!"

"I'm fine!" Rattrap snarled, waving for Air Razor and Cheetor to get away "Jist gimme sum air, will ya!"

"By the Matrix, what kind of weapon makes matter disappear with one blast!" Tigatron gasped, turning back towards the battlefield

"A powerful one." Rhinox said, focused his optical sensors on Megatron's laser. As Megatron opened his T-Rex head to fire at Dinobot, Rhinox saw the crystal flash and the laser rush between the beast's teeth.

"His luck can't hold out forever." Cheetor groaned "Even if it is warrior's luck."

"Dinobot doesn't believe in luck," Optimus said "only skill."

"Well, he's gonna need more than skill or luck ta get his skin oudda that fire." Rhinox said "Megatron's got an energon crystal hooked directly to the out-put port of his laser canon."

"A wha'?" Rattrap asked, getting to his feet as smoothly as possible

"He's supercharging the blasts...he's cheating!" Rhinox said

"I knew it!" Cheetor growled, racing towards the battle field, his gut and tail gun all ready out of their holsters.

"Cheetor, wait!" Optimus shouted, but Cheetor was already half way to the field


"Hold still so I can obliterate you!" Megatron ordered, leaping to his feet

"Not in your worst nightmare." Dinobot growled back, charging at Megatron.

Megatron's frustration was building, clouding his senses. He was close enough to Dinobot that they could fight hand-to-hand. Megatron roared and swung his Rex Cannon at Dinobot. Dinobot dodged the punch and slugged Megatron in the jaw with the hilt of his sword. Megatron stumbled back. Dinobot lept into the air and did a spin-kick, hitting Megatron in the side of the face the heels of both feet. Megatron dropped to his knees. As Dinobot landed Megatron grabbed Dinobot's legs with his Tail-vise and threw him clear across the battle field.

For a moment the world was spinning, and then Dinobot slammed into one of the remaining boulders with a bone shattering CRASH. Dinobot collapsed to the ground. Sometime during his "flight", Dinobot's sword had left his hand and was now laying a few klicks from him. He must have hit the boulder hard, he thought, to feel as bad as he did.

However, if Dinobot had seen what Optimus and the others had seen, he would have checked that last thought. When Megatron grabbed Dinobot's legs an energy impulse wrapped itself around Dinobot and pulled his energy into Megatron.

Megatron got to his feet, refreshed and recharged. He streched his arms and and approached the weakened Dinobot with a smug smile on his face.

"So, the mighty warrior has finally fallen!" Megatron said "A new master has risen from this battle field to embrace the title of Bellator Maximus and lead the Predicons into a glorious new future!!...A future you will never see. Say goodbye, Dinobot!"

With that Megatron lifted his Rex canon and aimed it right at Dinobot's spark chamber. The crystal charged. It began to glow. The light it omitted touched Dinobot's face softly, as if to say goodbye.

Cheetor rushed onto the field, letting out his own battle cry.

"Errrow!" he shouted "Not this time, Mega-dumb!"

Megatron turned and pointed the canon at Cheetor. Cheetor lept and fired both his guns. The first shot hit the charged crystal, freeing it from Megatron's gun and sending it flying. The second shot hit Megatron right in the chest. Megatron stumbled back. Cheetor hit the ground and rolled into a crouched position, guns aimed at Megatron.

The crystal spiraled through the air and landed in the river with a gentle splash. Slowly the river began to glow a bright, eerie blue.

Dinobot rose to his feet and lounged at Megatron, hitting him several times with his clenched fists. Each hit drove Megatron back a step or so. Dinobot spun. His foot slammed into Megatron's gut and the Predicon leader was sent flying. Megatron crashed into one of the pillars and fell to the ground, defeated.

Dinobot's eyes began to glow. He approached the fallen Megatron with slow, steady steps. Megatron was too dazed and drained of energy to realize what was happening. Dinobot stopped and glared at Megatron, his eyes growing brighter and brighter with every passing click.

Dinobot's eyes went red and he walked away.

The Maximals rushed towards the battle field as Dinobot scooped up his sword and stomped over towards Cheetor.

"No need to thank me." Cheetor grinned proudly, standing up and holstered his guns "Just thought I'd~"

"By the Pit and Matrix, what were you thinking!" Dinobot growled, pointing the tip of his blade at Cheetor's face.

Cheetor's eyes widened in surprise. He had expected praise, not a lecture. He stuttered "I....I was only...you see...that is~"

"I told you to stay clear of this battle field!" Dinobot snarled "Do you have any idea the dishonor you have bestowed upon my Spark! Were you of my program I would scrap you for such an insult!"

Cheetor tried to explain, but he couldn't find his oral wave. Why couldn't Dinobot see Cheetor had just saved his life? Why didn't he realized they had defeated Megatron together? As Cheetor's main frame spun these questions around in his head, Megatron forced himself to his feet and fired his Rex cannon at Cheetor.

"Cheetor!" Optimus shouted as he raced towards Cheetor.

Dinobot slammed his hand against Cheetor's back and forced him to the ground as he himself dropped out of the laser's path. The bolt, minus its strange power, slammed right into Optimus' chest and sent him flying into the glowing river.

"Optimus!" Rhinox shouted as he and the others reached the field.

Rhinox took a deep breath and dove into the river after Optimus. The river, surprisingly, was deep. Really deep. Rhinox sped through the water after the sinking Optimus. As he sank Optimus changed into his beast mode, though it was clear he was unconscious.

'Megatron's blast must have knocked Optimus' transformation gear out of alignment. That'll save his circuits from shorting out.' Rhinox thought as he grabbed Optimus' arm and started to swim towards the surface.

But something didn't feel right, and that feeling's intensity increased with every passing click . Rhinox could feel his memory files of the past hours slowly fading away. He swam harder, faster.

As Rhinox rescued Optimus the Maximals dealt with Megatron, opening fire on him as soon as they reached Cheetor and Dinobot, who remained face down on the ground. Megatron shielded himself from the blasts with his Tail Vise, his pride hurt more that his frame.

"You fool!" Megatron hissed "I will remember this insult, Feline, yesss! You will wish I had destroyed your spark on this battle field when I'm through with you!"

"Shaddup en git oudda 'ere!" Rattrap snapped

Megatron, his power source gone, raced off the battle field, changing into his beast mode as he ran. Cheetor and Dinobot slowly got to their feet and turned towards the others as Rhinox surfaced with Optimus in his arms.

"Give Rhinox a hand." Rattrap ordered Dinobot

"In charge, again, I see." Dinobot growled

"Yah, naba choice." Rattrap said as he watched Dinobot head towards the river, then to Cheetor he said "Tell me why ya decided ta save de ungrateful Pred's processor."

"I was only trying to help." Cheetor sighed

Dinobot walked into the river until it came up to his waist, grabbed hold of Rhinox' out stretched hand and pulled him towards the shallow edge of the bank. Once Rhinox was in shallow water the two bots dragged Optimus onto the battle field and laid him on his back.

"Optimus?" Air Razor asked, kneeling down next to her fallen leader "Optimus, can you hear me?"

"Stay with us, Optimus." Tigatron urged "One blast should not take down a Prime!"

Optimus moaned, but didn't open his eyes. He was soaked to the processor in the glowing liquid, but other than that he looked fine.

"Let's git 'im back ta da base 'fore Mega-Butt gets iz troops tagetha fa round two." Rattrap said

"Is that an order?" Dinobot growled

"Only if ya gimme trouble! Now beast mode it before I kick ya sorry tail into obedience."

"Say," Rhinox said, placing his hand on Tigatron's shoulder "what are we doing out here?"

* * * * *

Inferno forced his way through a collection of bushes into a large clearing. He stopped dead in his tracks, eyes wide and mouth open.

"By the Pit!" he gasped as he looked the scene over in awe.

What he saw was a mountainous waterfall cutting its way through giant slaps of multi-colored energon and falling into a glowing lake that fed the shimmering river! In front of Inferno was a forest of energon crystals every shade of the rainbow. The opposite bank was a smooth energon beach. A few giant energon chunks were scattered here and there along this beach. Inferno wondered how they got there, for the energon crystals on the right side of the river appeared to be growing out of the ground.

His question was answered when he heard something crack. He looked up just in time to see a hunk of energon, weakened by the rushing river, break off the mountain and tumble towards the beach. It landed with an audio distorting CRASH on the beach below, a few shards chipped off on impact.

"The Royalty will be pleased with this find!" Inferno said with a grin, transforming into robot mode. He started down into the energon forest, gun in hand and scanners on full. Tarantulus and Black Arachnia soon appeared at the edge of the energon forest and gazed down at the maze of crystals.

"Can this even be possible?" Black Arachnia asked

"On this planet, anything is possible." Tarantulus said slyly as he crept after Inferno

Black Arachnia watched the two bots wonder through the tangle of crystals before she transformed into her robot mode and started down herself. Shortly after she went down a still confused Terrorsaur flew over head and landed on the top of one of the tallest crystals.

"How could I have forgot something so simple to remember?" he asked himself

"Are you still hyping over a memory glitch?" Black Arachnia demanded

"Hey, memory glitches just don't HAPPEN, Lady! They're caused by something."

"Yeah, old age and an obsolete program. Now change into robot mode and help us scan these crystals, Needle-Nose!"

Terrorsaur narrowed his eyes angrily and lept off the crystal, changing into his robot mode in mid-air. Landing on his feet, he stomped after Black Arachnia with narrowed eyes.

"Needle-Nose." he snorted

Just beyond the energon beach the organic forest returned. The ground to which it clung arched suddenly and rose up into the sky, creating a rocky cliff that over looked that glowing river. A top this cliff, hiding behind a shrubbery, Waspinator and Scorpinok watched as the others studied and scanned the crystals. Both were in their robot modes.

Scorpinok's claws clicked away excitedly as he plotted several hundred ways of destroying Inferno. Waspinator looked rather lost and wished he could be anywhere but where he was at that moment. He didn't like Inferno all that much, but he didn't hate him. The idea of destroying another Predicon, even if he had a Maximal's basic program, didn't feel right....not to mention scrapping Megatron's favorite servant would only dramatically shorten Waspinator's expected live span to about two nano-clicks.

"Scorpinok sure Scorpinok want do this?" Waspinator asked

"Ohhh, I'm sure, all right!" Scorpinok chuckled "I'm sure I'm sure! I'm sure I'm so sure I'm sure. I'm~"

Waspinator slapped his hand over Scorpinok's mouth and said "Scorpinok annoying Waspinator."

Scorpinok shoved Waspinator's hand off his mouth and growled, then motioned for Waspinator to keep quiet and follow close. Slowly, the two of them began to creep down towards the crystal jungle and the gleaming river.