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 5; As Night Falls

"Move faster, you fools!" Inferno snarled, heaving a huge energon crystal onto his shoulders "The Royalty expects us back at the colony by dark!"

"Yah, yah, yah." Terrorsaur sighed, reclining on a pile of energon crystals shaped like a couch. "All in good time."

"Not in good time, Terrorsaur, now!" Inferno snapped, approaching the defiant Predicon "The sun will soon be gone and we have yet to deliver any of the riches to the colony!"

"Get to your feet and give us a hand, Needle-Nose." Black Arachnia growled

"Hey, what's the rush?" Terrorsaur asked coolly "There's always tomorrow."

Terrorsaur picked up a tiny crystal rod and struck it against one of the bigger crystals. It let out a low humming sound that quickly set some of the other crystals singing. They were perfectly pitched and as heavenly as any divine instrument should be. Nothing built by machine or by hand could sound so beautiful, so pure.

Or send Tarantulus' equipment into an electronic frenzy so fast. The scanners sparked and the charger hissed!

"Will you stop that!" Tarantulus snarled "I am trying to conduct scientific research!"

"SILENCE!" Terrorsaur thundered "The Muses are speaking to me."

"Yeah, your being spoken to, all right." Black Arachnia groaned

"They sing to me, sweetly." Terrorsaur said, conducting an imaginary orchestra "They fill me with inspiration. I shall compose a song in honor of our lovely young she-spider; the Blackest Poison of the Predicon Empire."

Black Arachnia narrowed her eyes "You powered up on some of the energon, didn't you?"

Terrorsaur grinned and stretched out on his 'couch' to soak in the last rays of the sun.

"Why am I not surprised?" Tarantulus sighed

"Don't you remember what happened to the Decepticons when they took an energon holiday?" Black Arachnia demanded

"That was then, this is now." Terrorsaur said, waving the statement off.

"Well," Inferno said, straightening and started towards the jungle "now we know the identity of our weakest link."

Tarantulus shock his head and continued to scan the crystals. There was something about their atomic structure that he didn't like. It appeared to be stable, but every now and again that stability would collapse and the crystal would flash. Tarantulus adjusted his scanners and tried to identify the problem.

"What ya doin', Partner?" Black Arachnia asked, coming over to Tarantulus

"First of all, I am not your partner." Tarantulus sighed, preoccupied "Secondly, I'm trying to identify the source of this Gemini Flux I keep seeing."

Inferno stopped in the middle of a clearing in the Crystal Forests and turned back towards Tarantulus, his crystal perfectly balanced on his shoulders.

"Gemini Flux?" Inferno asked

"Who's he?" Terrorsaur asked "Someone we know?"

"What's a Gemini Flux?" Black Arachnia added

"Ohh, put the word parts together, you half-witted Widow! 'Gemini' means "two or twin" and 'flux' means "a dramatic change in the positive or negative direction"! Thus a 'Gemini Flux' is a sudden change in a power source from stable to unstable then back to stable. These crystals are fluxing quiet regularly. One moment they're stable, then they're as explosive as 20 tons of dynamite, and just as suddenly as they become charged they are suddenly stable. Gemini Fluxes are rare in energon and its ions, but are quiet common in other power sources we have found."

"What causes this flux?" Black Arachnia asked. In the background, she could hear Terrorsaur's rich baritone echo amoung the crystals.

"The first flux is caused by an atomical impurity, such as too many neutrons in the energon atom or traces of other unstable elements, and the second flux is caused by some outside force. This outside force, however, must be extremely powerful in order to keep nature at bay, and when it fails to be stronger, the energon fluxes back to being unstable. Something is keeping these crystals for blowing like Unicron after the Matrix was opened, but I'm not sure what that is."

"Who cares?" Terrorsaur sighed "As long as they stay stable, we can use them."

"How long they stay stable and what keeps them that way are matters we should care about, you blank!" Tarantulus snapped "Especially if we plan to convert these crystals into a power source we can use!"

"Whatever." came the reply

"You're so worthless." Black Arachnia snapped "I don't understand why Megatron keeps you around."

"For the same reason he keeps you, Sugarbot; he needs the troops."

As this conversation took place, Waspinator and Scorpinok were putting the final touches on their master plan. Scorpinok had cut down a massive tree, stripped it of its branches, and hauled it to the top of the cliff as Waspinator had cut about twenty vines from the forest. With these items the two Predicons had come up with a very sophisticated looking battering ram which they suspended over the Crystal Forest.

Waspinator buzzed around the tree tops, making sure the vines were holding, as Scorpinok lined the log up with Inferno.

"This stupid idea." Waspinator sighed, landing next to Scorpinok.

Scorpinok paid him little attention, he was lining Inferno up with the log, his tongue sticking out the side of his mouth. When the log and Inferno were lined up perfectly, Scorpinok handed Waspinator the main support vine and said "Tie that to the tree, will ya? Nice and tight, we don't want this thing getting away from us just yet."

Waspinator stomped over to the tree and did as he was told, grumbling all the while. "Stupid plan. Giant battering ram plan never works. Giant, FLYING battering ram even stupider idea that giant battering ram."

"I didn't hear you give any better suggestions." Scorpinok snapped

"Scorpinok did not ask Waspinator for better suggestion!" Waspinator growled, turning towards Scorpinok...leaving the vine improperly tied.

"Quit whining, will ya?" Scorpinok hissed, motioning for Waspinator to keep his voice down "As soon as we crush the ant's spark chamber everything will be back to normal."

The knot began to slip.

"Waspinator not want to smash Antbot's spark chamber!" Waspinator whined "Waspinator want to leave well enough alone!"

"We're in this together, Buzz-Brain." Scorpinok snapped. "There's no turning back!"

The knot continued to slid free from itself. The log began to sway in the breeze.

"Can't Scorpinok and Waspinator just give Antbot back to Maximals? Why have we to crush Antbot's spark chamber?" Waspinator groaned

"What? And give the Maximals a new recruit? Have you lost what little common sense you have?"

"Waspinator not want to delete Predicon. Want to delete Maximal."

"Then pretend he's a Maximal and help me delete him!" Scorpinok growled through gritted teeth. The log above his head was swing like a pendulum

"No! Waspinator not traitor!" Waspinator stomped his foot on the ground as hard as he could.

The knot unraveled and the battering ram was set into motion. It slowly sailed down towards the Valley, towards Inferno. As it picked up speed it sliced the air with an ear splitting scream. Waspinator and Scorpinok watched as the log arched towards the forest and Inferno turn to face it.

Inferno blinked, not sure what to make of what he saw. He cocked his head and blinked again before he dropped his crystal and dove to the ground. The log rushed over him with a thunderous WHOOSH, missing him by a nano-klick. At the sound of the rushing log, Terrorsaur lept off his couch and staggered towards the clearing to see what was going on. Black Arachnia followed.

The log continued to swing, arching up towards the tree tops on the other side of the Valley, when the support vines began to snap. The rear of the log started to spin to the left and arch down. As the log started to swing back, Terrorsaur raced into the clearing.

"What's going on! Is it a Maximal attack!" Terrorsaur shouted. He turned just in time to see the rear of the log kiss his face.

Black Arachnia skid to a halt at the edge of the clearing just in time to see Terrorsaur go flying. He spiraled through the air and landed in the river with a loud SPLASH! The remaining vines snapped and the log crashed into the river, sending a wall of glowing water racing towards the valley, a gentle mist preceding it. Black Arachnia quickly spun herself a giant umbrella and raised it above her head. Inferno had just enough time to scramble behind Black Arachnia before the glowing wave crashed into the clearing.

Waspinator and Scorpinok turned towards each other then back towards the valley. The river rippled and raged as the log bobbed back to the surface and started to float down stream. As the glowing water receded to the lake, Black Arachnia closed her umbrella and turned her burning eyes towards the giant Ant cowering behind her. Realizing the danger had passed and that he was dry, Inferno straightened up and saluted his thanks. Black Arachnia slammed her umbrella in his chest and called him a coward.

Some cycles had passed before Waspinator turned towards the stunned Scorpinok and began to tap him on the shoulder.

"What?" Scorpinok managed to whisper

"Where Terrorsaur?" Waspinator asked

Scorpinok shrugged, his eyes rolled into the back of his head, and he fainted.

* * * * *

Optimus dragged himself through the forest. He was finally feeling the affects of the tranquilizer dart, but he wasn't about to give up on finding his family. With his eyes half closed and his mind spinning like a tornado, Optimus lumbered on through the jungle. The jungle was filling with the sounds of night as the sun's last few rays faded.

Suddenly, a loud roar ripped through the forest behind Optimus. Optimus turned with a start, but saw nothing. Optimus snorted and started back on this journey, though he was half asleep. He managed to go five more klicks before he collapsed. The wind tore the jungle leaves from their branches and let them float playfully towards Optimus.

The underbrush shuttered as two she-leopards, hungry and tired, emerged from the shadows. They spotted Optimus and stopped, shocked and amused by their good luck. They sniffed at the sleeping ape, licked his hands and face, then took a few steps back to see if he would respond.

Optimus didn't move.

The younger of the two she-leopards smiled as she started towards Optimus, her ivory teeth bared. Her older sister kept her distance and meowed for her to do the same. This beast wasn't normal. He wasn't warm like all the other animals. His skin was cold and beneath his flesh was a harder, colder substance. The young she-leopard ignored her sister and neared the sleeping ape, licking her lips.

A great roar rippled through the forest. The she-leopards looked up to see Silverback come charging out of the forest. He howled and bore his teeth as he slammed into the young she-leopard and sent her tumbling back towards her sister. The two she-leopards growled and crept towards the aged gorilla with the intent of making him their entree. Silverback rose up on his hind legs and pounded his chest, letting out an unearthly howl. The forest shuttered as Silverback charged the two leopards.

The young she-leopard lept at the charging gorilla, knocking him down. The two beasts wrestled for a while, before the leopard pinned the old gorilla down. She bore her ivory teeth and went to bit Silverback's neck. Silverback roared as he slammed his giant fist into the face of his attacker. The younger she-leopard was sent flying. She crashed to the ground, tumbling a few feet before she got up, tail between her legs, and darted off into the forest.

The older she-leopard was not so easily frightened.

Silverback got to his feet and faced the older she-leopard, who approached him slowly. The two glared at each other for a moment, their eyes burning. The she-leopard's muscles tightened as she prepared to pounce, bearing her claws in anticipation of the kill to come.

The she-leopard lounged! Silverback charged! Silverback rammed his shoulder in the gut of the she-leopard, forcing her back. As soon as she hit the forest floor, the leopard was charging the old gorilla. She made a swipe at him, ripping a giant scar into his shoulder. Silverback staggered back with a howl of pain and the she-leopard pounced. Silverback clasped his hands together in a double fist and swung.

The she-leopard fell back, unconscious.

Silverback dropped back down to all fours, touched his wounded shoulder, then turned towards the sleeping Optimus. Silverback approached Optimus very slowly, he was beginning to fell his age. Silverback nudged Optimus with his hand, but Optimus did not move. Silverback grunted and barked at Optimus, trying to get him to respond. The only sound was Optimus' gentle breathing. Silverback grabbed Optimus by one arm and draped the sleeping gorilla over his back. Slowly, carefully, Silverback started back into the jungle. Started back towards his clan with a new member, his new apprentice.

* * * * *

"Let me get this straight." Megatron sighed, rubbing his throbbing temples "Terrorsaur suffered a series of memory glitches while you were coming here, then overdosed on energon, and, finally, was knocked into the river, from which he has yet to emerge...by a flying tree."

Inferno nodded enthusiastically and grinned from audio sensor to audio sensor. Black Arachnia shifted her weight from one foot to the other, her eyes fixed on her kaleidoscopic reflection in the crystal ground beneath her feet. Tarantulus looked up from his scanning equipment long enough to see Megatron lower his hand from his forehead and gaze at the two Predicons before him.

"HOW STUPID DO YOU THINK I AM!?" Megatron thundered. His echoed voice shock a series of crystals from their foundations, tumbling from the top of the water fall into the rushing river below.

"Do you want an honest answer?" Black Arachnia asked, looking up into the eyes of her leader

"Why have you not gone after him?" Megatron demanded

"He's defective, obsolete and useless!"

"He is a Predicon and until we have lowered the number of Maximals from seven to six he will never be obsolete...Useless, on the other hand."

"The river is flowing towards the sector where Waspinator and Scorpinok are collecting the crystals shards." Tarantulus said, adjusting his scanner "They'll pull him out ...if they know to look for him."

"Megatron to Waspinator! Answer me!" Megatron boomed into his comlink. His voice resounded and echoed through the crystal valley.

"Waspinator here." Waspinator's voice replied meekly, quietly

"It would appear that Terrorsaur was a little...careless while he was collecting the crystals and fell in the river."

"Oh."

"Oh? That's all you can say? Oh?"

"Terrorsaur can swim."

"That's not the point! No!"

"That's not the point! No!" Echo hollered at Megatron.

The echo was too clear to be reflected off the crystals. It almost sounded as though Megatron's voice was being sent through speakers pointed right at the valley. Black Arachnia narrowed her eyes and scanned the valley's rim as Megatron continued.

"The point is he has yet to return. I want you and Scorpinok to keep an eye open for that fool's drenched frame as you're collect those energon fragments and~"

"We finished." Waspinator buzzed quietly

"What?" Megatron brought the comlink closer to his ear "Speak up!!"

"We finished task long ago." The volume barely increased

"Then scan the banks of the river! Find Terrorsaur and bring his drunken frame to me at once! We will wait for you here. Megatron out!"

Waspinator clicked off his comlink and watched the valley from his perch in the trees that lined the cliff. He watched and waited. After berating Inferno for not going after Terrorsaur, Megatron started off into the crystal valley. Inferno followed, asking how he could redeem himself. Black Arachnia glared up at the cliff, and at one point right at Waspinator, before she returned to Tarantulus' side. Waspinator signed and lept out of the tree, landing next to the still unconscious Scorpinok.

"Scorpinok." Waspinator shock Scorpinok gently "Scorpinok, get up."

Scorpinok didn't respond. Enraged, Waspinator shock Scorpinok as hard as he could. Scorpinok's eyes flashed open and he sat up with a start.

"Who, what, where, when~" he started to jabber, but Waspinator slammed his hand over Scorpinok's mouth and hissed at him to be quiet.

"Megatron." Waspinator pointed towards the valley. Scorpinok's eyes started to roll into the back of his head, but Waspinator shock him out of his faint.

"Scorpinok get Waspinator in trouble. Terrorsaur missing. Waspinator and Scorpinok ordered to find Terrorsaur and bring Terrorsaur to Megatron. Terrorsaur should be down near Energon River. Megatron not leave valley until we bring Terrorsaur to him."

Scorpinok blinked.

"Scorpinok getting any of this?"

"Ye....Yeah, I got it." Scorpinok said, getting to his feet. "I guess we do as we're told, then."

Waspinator nodded and the two changed into their beast modes and started off into the forest. Below, the river glowed a heavenly blue as it whipped and wove its way through the valley and jungle. It raced and raged for the first two miles, then calmed to a gentle murmur.

Where the forest faded into meadow, where the river split into two glowing streams, Terrorsaur's limp frame lay on the banks. Soaked to the very spark chamber in the glowing blue liquid, Terrorsaur slept soundly on a bed of tall grass.

Night drifted on and as it left the sky it took Memory with it.