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, portions of 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 11; Confrontations

Cheetor tumbled towards the roaring water! He screamed, covering his face with his hands and closing his eyes! He jerked to a halt. His breath knocked out of him. He felt a chill rush over him and pierce his Spark Chamber....but he wasn't wet.

Cheetor opened and uncovered his eyes only to find himself flat on his chest entangled in a giant energon web woven between the trees and cliff face, a few klicks above the glowing river. Cheetor's gun spiraled down and disappeared beneath the glowing water.

"Oh, man!" Cheetor groaned "Not again!!!"

"Step into my parlor, said the She-Spider to the Feline." Black Arachnia purred from the cliff.

Cheetor managed to turn his head to see Black Arachnia somersaulted off the cliff and landed on the web. It shivered as she landed, letting out a peaceful humm into the air.

"Ohh, poor kitten." Black Arachnia mused, slowly approaching her prey "Trapped in the evil she-spider's web with no chance of escape."

"Says you." Cheetor snarled

"You're right." Black Arachnia pulled out dagger made of stable energon and spun it in her fingers a few times "Says me." She hurled the dagger at Cheetor's spark chamber.

"BEAST MODE!" Cheetor howled. He transformed and his claws cut him free. Cheetor lept to the right. The dagger rushed passed him, through a hole in the webbing, and embedded itself in the truck of one of the support trees.

"Cheetor, Maximize!" Cheetor yelled as he charged Black Arachnia. He lept into the air, transforming into his robot mode.

Cheetor landed right in front of Black Arachnia, who spun to kick him in the face. Cheetor ducked and punched Black Arachnia right between the eyes. She fell on her back, shocked.

"I've learned a few tricks since the last time we met." Cheetor smirked

"Good." Black Arachnia smiled "I was getting tired of winning so easily."

Black Arachnia lept to her feet and charged Cheetor. She swung her claws at his face, hoping to scratch his optical sensors out. Cheetor took a step back for each swing, but he was eventually going to run out of web. He had to think fast.

Black Arachnia lept into the air, somersaulted over Cheetor, and kicked him in the back. Cheetor started to fall forward, but caught himself and rolled into a crouching position. He turned just in time to see Black Arachnia swing her claws at his face. Cheetor caught her wrists and held her at bay.

The two struggled for a while before Black Arachnia slammed her forehead into Cheetor's. Cheetor released Black Arachnia to cover his forehead and the she-Pred took the oppertunity to slam the back of her foot in Cheetor's face. Cheetor landed on his stomach at the edge of the web, staring down at his watery grave.

"Aww, man!" Cheetor groaned "What ever happened to 'the fairer frequency'?"


Megatron and Dinobot glared at one another.

"No lazers." Dinobot growled

"It's your recycling." Megatron snorted

Megatron shoved Dinobot into the boulder and swung his sword.

Dinobot lept.

Megatron's sword struck the energon boulder, sending sparks in every direction. Dinobot landed on top of the boulder, on top of the sword, and kicked Megatron in the face. Megatron was forced back, but his grip on the sword did not fail him. He pulled the sword out from under Dinobot's foot, leaving behind a cut two nano-klicks deep. Mech-fluid began to ooze out of the wound.

Dinobot ignored it. He lept off the boulder, letting out a battle cry that would leave anyone shaken, and charged Megatron. Dinobot's rotary blade slammed into Megatron's energon sword, sending sparks everywhere. The two parted, then charged again with Megatron on the offensive. Megatron swung his sword wildly, but he was no swords-bot.

Dinobot, on the other hand.

"Not as easy as it looks, is it, Megatron?" Dinobot taunted, then he started to quote from one of his old lessons "The one who lives by the blade dies by the blade only when he is careless and brazen. Any who take up the sword and doubt it's power will soon fall to its power!"

"Oh, do shut up and fight!" Megatron growled, rising his sword high. He brought it down hard. Dinobot dodged the swing and spun, kicking Megatron right in the face!

"A warrior's strength is in his spark," Dinobot quoted again "not the weapon he carries."

"SILENCE!" Megatron snapped, swinging again

Dinobot blocked and forced Megatron back. The old warrior swung his sword at Megatron, who blocked each blow. Dinobot made a slice at Megatron's head and as Megatron moved to block it, Dinobot spun around and rammed his sword through Megatron's side. Megatron let out a howl of pain as Dinobot ripped his sword free and rose it high above his head.


The crystal melted away, exposing Air Razor and Tigatron to Inferno's rage. The masochistic Predicon stopped shooting and glared at Tigatron.

"So," Inferno sneered "the destroyer of my colony has returned! Burn, Fool, burn in the fires of Inferno!"

Inferno turned his flame thrower to full power and fired at Tigatron. Tigatron grabbed Air Razor by the hand and ran! The trail of fire followed at their heels. Tigatron lept behind another boulder, pulling Air Razor with him. As they landed, Air Razor stumbled and landed in Tigatron's open arms. The earth-born Maximals looked each other in the optical sensors for a click, each blushing a deep crimson.

"I have a fondness for my own stasis pod," Tigatron said, looking away "though I doubt I would slag the bot who scraped it."

"You'd think he'd come up with something original to say, as well." Air Razor said. The two unholstered their guns, stood to return fire.

The ant laughed as each blast struck his frame. "Fools, you can not destroy one created of pain with pain!"

"Does that mean we have to hug him?" Air Razor asked

"By the Matrix, let us hope not." Tigatron groaned


Optimus flew as fast as he could. The river beneath him cut its way through the rocky surface like an energon blade through steel, leaving high walls of jagged rock as a testament to its age...then the rock changed into energon. It sparkled like diamonds, glowed like a florescent lamp, and was as smooth and as clear as glass.

"By the Matrix." Optimus gasped, then kicked his jets into over drive.

The river made its way slowly towards the waterfall, towards the battle.


Silverback was seated by the side of the river, watching his reflection sorrowfully. He could hear the blasts and explosions of the battle being carried on the wind.

But there was nothing he could do to help Optimus or the other Maximals. It was not his place to interfere. They were not a part of The Project, so their fate was no concern of his. He was a Guardian of the Project, a Keeper, and his first priority was his clan.

Silverback got up and lumbered slowly towards the Crystal Cave. He had been gone most of the day, and his clan was more than likely worried about him. If he hurried, he could make it back to them before sun down.

As the old Keeper disappeared into the Crystal Cave the wind gave on last desperate cry, a rush of gun fire that begged for help. When Silverback paid it now heed, the wind died and the sounds of the distant battle vanished.


Rattrap holstered his gun as he made a sharp turn around a collection of crystals and dropped, hidden among their shadows. He waited for what seemed to be an eternity, but Tarantulus didn't come around. Had he really lost the bug that easily?

A cold shadow fell over Rattrap and he heard something crack above him. Rattrap looked up just in time to see Tarantulus, who was standing on top of the crystals, take aim at his head.

"So long, Vermin." Tarantulus purred

Rattrap didn't think, he just reacted; he pulled his gun out of his holster and blasted Tarantulus in the face. Tarantulus tumbled off the crystals with a yelp, his hands clutching his injured face, but not before he fired his gun. Rattrap lept away from the blast, which stuck and absorbed into the energon ground. Ripples of energy followed Rattrap as he rolled to safety, but they did no damage.

Rattrap didn't bother to look back, nor did he bother to look himself over for damages. He just lept to his feet and started running! Tarantulus stumbled around the corner, his hands still over his face.

"Curse you, Vermin!" Tarantulus growled, lowering his hands "When I get my hands on you, I'll~"

Tarantulus was too angry to finish his thought. He let out a murderous howl as he charged after Rattrap, his eyes burning! Rattrap had a head start on the Pred, but there was a reason other than his cunning intelligance that Tarantulus had chosen to be a spider; his long legs. He quickly closed the gap between himself and Rattrap.

"You'll pay for that, Mouse!" Tarantulus growled, reaching out to grab the Maximal by the neck.

Rattrap stopped dead in his tracks, whirled on his heels and slammed his fist into Tarantulus' face, sending the Pred crashing into one of the taller crystals. Rattrap glared at the unconscious spider-bot, his teeth bared in anger.

"I AIN'T a mouse, Bolt-Head!" Rattrap snapped "I'm a RAT!"


Black Arachnia raised her leg and brought it down with the intent of crush Cheetor's head.

The young Maximal rolled over on his side and swung his leg up as hard as he could. He caught the lethal fem in the skidplates, knocking her over the web's edge. She let out a shocked little scream as she fell.

Black Arachnia pulled her web-gun out as she tumbled towards the roaring water and fired a strand up into the branches. The energon webbing raced though the canopy and grabbed the strongest branch it could find, clinging to it as thought its life depended on it. Black Arachnia's feet skimmed the surface of the glowing lake as she swung back up to the web.

"Nice try, Kitten." Black Arachnia purred as she landed back on the web "But not good enough."

"Hey, I'm just getting started." Cheetor grinned "Time for Round Two!"

The two rushed and lept at each other. Black Arachnia extended her leg, intending to kick Cheetor in the face. Cheetor turned away, grabbed Black Arachnia's leg and swung her around, sending her flying into a tree.

Black Arachnia shook the sting off and charged for Cheetor as he landed on the web. She swung her claws as he turned and caught him in the face, opening a deep cut along his left cheek. Cheetor reared back and howled like a wounded animal. The she-Pred grinned as she sliced at his chest, opening a wound that ran up from right hip to his left shoulder. The pain cut Cheetor's howl off with a gasp and he dropped to his knees. The wounds began to leak mech-fluid. But Cheetor wasn't about to give up...Warriors don't give up.

Cheetor took a deep, painful breath, and lounged, fists flying. Black Arachnia caught Cheetor's wrists between her claws and began to crush them. Cheetor bore his teeth and snarled as the mech-fluid trickled down his arms. He tried to push her back, tried to pull free, but she was one strong fem.

"Face it, Kitten," Black Arachnia purred, leaning towards him "you're out of your league."

Cheetor growled.

Black Arachnia ran her tongue over her teeth...and kissed him on the lips. Cheetor stopped struggling. His eyes widened in surprise and his central pump skipped a beat. How long they stayed like that, Cheetor had no clue, but every second was like being one with the Matrix. As Black Arachnia broke the kiss, she winked at him...then proceeded to bash her head into his. Cheetor would have fallen onto his back, but Black Arachnia still had a hold on his wrists. He remained upright.

Black Arachnia let her hostage go and drove her knee deep into Cheetor's midsection. Cheetor doubled over in pain. Black Arachnia spun to kick him down. Despite the pain, Cheetor managed to keep his wits about him. He ducked the kick and charged, slamming his shoulder into Black Arachnia's stomach. She stumbled backwards. Cheetor rose and swung, punching her in the face as hard as he could. She stumbled further back.

A drop of mech-fluid found its way into Cheetor's mouth and something inside him snapped.

A pressure valve was released and the world went red...as did Cheetor's eyes. His hands began to shake. His mind raced. The pain from his wounds as that pent up rage, that uncontrolable power and madness that governed Dinobot's existance and had suddenly appeared in his own, was released.

Cheetor had to destroy something.

Cheetor let out his own battle cry and proceeded to slam punch after punch into Black Arachnia's face and torso. Black Arachnia took each hit bravely, but continued to fall back.

Until her feet hit the stone cliff. Black Arachnia ducked and Cheetor slammed his fist into the rock, leaving an imprint of his fist on the cliff's face. Black Arachnia scrambled away the cliff, back towards the middle of the web, followed by an enraged Cheetor.

Black Arachnia stopped in the middle of the web and turned to face Cheetor. Cheetor swung, howling in rage. Black Arachnia ducked the punch and tried to catch Cheetor with an upper-cut. Cheetor caught her wrist and spun her around, forcing her arm behind her and wrapping his free arm around her neck.

"Told you I improved." Cheetor snarled darkly

"You're still a novice." Black Arachnia snapped. She grabbed his arm and flung him over her shoulder. He landed on his feet a few nano-klicks in front of her and spun around to kick her. She back-flipped away.

"This is fun, Kitten." Black Arachnia laughed "Don't stop!"


Megatron pointed his Rex canon at Dinobot and fired. The blast grabbed Dinobot by the chest and slammed him into a near by boulder. The energon boulder cracked all the way through at the impact and crumbled, taking Dinobot along with it. As Dinobot's feet hit the ground he dropped his sword as and collapsed on his hands and knees.

Megatron rose to his feet and raced towards Dinobot, sword raised. He brought the sword down as hard as he could. Dinobot pulled his Tail Shield out and used it to block Megatron's blow. The energon blade began to melt the closed shield.

"Face the facts, Dinobot." Megatron taunted "The old ways are dead. Honor only exists in the ring, not on the battle field."

"Says one with no honor at all." Dinobot snarled

Dinobot slid his legs out from under himself and slammed his feet in Megatron's chest, knocking the Predicon leader down. As Megatron fell, Dinobot lept to his feet. He waited. Megatron snarled at Dinobot as he stumbled back to his feet.

The two enemies lounged at each other.

Megatron swung haphazardly, his anger taking control and clouding his judgment. Dinobot dodged each swing, then slammed his shield into Megatron's wounded side. Megatron howled and collapsed to the ground. Dinobot raced to his sword! He scooped it up, sheathed his shield, turned, and raced towards Megatron all in one lethally smooth motion.

Megatron turned just in time to see Dinobot rise his sword high above his head and brought it down with a hellish roar!