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 12; Turning Point

Rattrap knelt down next to the fried scanners and testers and looked them over with twisted expressions. Confusion was too gentle a word to describe what Rattrap was feeling.

"Whata slag wuz Legs up ta?" Rattrap muttered, picking up one of the scanners.

The scanner was chard and broken in two, wires frayed and metal twisted. The control panel was hanging by one wire and the screen was cracked. Rattrap licked the tips of his fingers and quickly rolled two exposed wires together. The machine sparked and the engine started to hum. The screen flashed a few times before finally displaying its fractured information.....up-side-down.

"Slag." Rattrap cursed "Serves me right, naht stayin' wake durin' Science Class." He turned the device over and quickly skimmed the information, trying to find words and phrases he knew. "...Purity of Energon; 100%...Gemini Flux....nucleus unstable... stabilizing factor~" Rattrap's eyes widened in shock "Strip my gears en call me a flood lamp! Da thing keepin' dis place neutral is...WATA?"

As the formula H2O flashed at Rattrap, the Maximal spy suddenly realized the two teams were fighting on a keg of dynamite!


Terrorsaur got to his feet and took a fighting stance.

"Come on, Claws!" he snapped "Put 'em up! I'm not afraid of you!"

"Now, Terrorsaur, I don't want to hurt you." Scorpinok said, holding up his claws as if to surrender.

Terrorsaur swung.

Scorpinok ducked, covering his head.

Waspinator got socked right in the nose! He swayed for a moment or two before falling backwards into the sand.

Scorpinok turned towards the unconscious Waspinator then turned towards Terrorsaur, growling. Terrorsaur waved him on.

"Come on, I dare you!" Terrorsaur hissed

The two lounged and collided. Terrorsaur grabbed Scorpinok by the wrists and tried to force him back into a near by boulder. Scorpinok wrapped his tail around Terrorsaur's right leg and tried to pull it out from under him. They glared at each other, bearing their teeth and growling.

"Terrorsaur, I don't know what the Maximals did to your mainframe," Scorpinok hissed, tightening his tail around Terrorsaur's leg "but if you would just let me explain~"

"Ha!" Terrorsaur snorted, getting a better grip on Scorpinok's wrists "If anyone's mainframe is corrupt, it's yours, Pal!"

Terrorsaur slammed his forehead into Scorpinok's and Scorpinok started to see stars. Scorpinok collapsed to his knees and his tail slid off Terrorsaur's leg, lifeless. Terrorsaur quickly jabbed his knee into Scorpinok's jaw, forcing the Pred to his feet. Terrorsaur released Scorpinok's wrists, grabbed his old ally by the tail and began to spin him around.

Waspinator slowly got to his feet, his hands over his nose, muttering something about his rotten luck and Terrorsaur's bad aim. He lowered his hands from his nose to make sure it wasn't leaking mech-fluid when he heard a scream. Waspinator looked up just in time to see Scorpinok go flying passed him and crash into a boulder.

Waspinator swallowed hard before turning towards Terrorsaur, who waved him on. Waspinator pointed to himself, confused.

"Samatta?" Terrorsaur chided "You chicken?"

"No, wasp." Waspinator answered cautiously, starting to circle Terrorsaur

Terrorsaur grinned from ear to ear, fists raise and legs braced for whatever Waspinator would throw at him. Waspinator continued to make his circle, eyes narrowed and having NO intention of attacking his best friend. What was he going to do?


Inferno laughed as he was pummeled with lazer fire. Never in his existence had he felt this powerful, this energized, this good!

Tigatron and Air Razor stopped firing long enough to examine their charges.

"I'm almost out of ammo and we haven't even scratched him." Air Razor said

"Then it would appear there is only one way to deal with this Predicon." Tigatron said, holstering his gun. Before Air Razor had a chance to stop him, Tigatron lept out from behind the boulder and charged Inferno.

Inferno was still laughing when Tigatron slammed his fist into the Pred's face. Inferno stopped laughing as he stumbled backwards a few steps and shock his head.

"So, the Peace-keeper has finally decided to try his hand at war." Inferno sneered "Now we shall see how well you can handle the heat!"

Tigatron growled and swung again. Inferno knocked the punch away and slammed his head into Tigatron's. Tigatron stumbled back and shook his head. Inferno spun and kicked Tigatron in the stomach, causing him to double over.

"Tigatron!" Air Razor shouted as she raced to help him

Inferno laughed as he clenched his hands together and brought them down, intending to slam Tigatron on the back of his neck. Tigatron quickly slipped between Inferno's arms and gave the Pred an upper-cut that set him tumbling backwards. Inferno shock his head, shooked....and pleased.

"Looks like you didn't need my help, after all." Air Razor teased as she reached Tigatron's side

"It would have been appreciated regardless." Tigatron said

Inferno burst out laughing, pounding the ground with one clenched fist. Tigatron and Air Razor took defensive stances and shot each other worried looks.

"FINALLY!" Inferno roared, leaping to his feet and throwing aside his rifle "A battle fit for a loyal soldier! FOR THE ROYALTY!"

Air Razor and Tigatron braced themselves as the giant Predicon charged them, still laughing and not intending on losing this battle.


"I gotta contact de odda's." Rattrap said, flipping his comlink on "I gotta warn 'em, no energy weapons. Cuz if dis place picks up enough of a charge.....we're all gonna die"

"Brilliant deduction, Perceptor." a voice hissed from behind Rattrap

Rattrap spun around to come face to face with Tarantulus' blaster.

"A pity you won't be able to share my findings with your friends." Tarantulus purred, charging his gun.

This was not the way Rattrap hoped to go, but he didn't close his eyes.

Tarantulus aimed...and was blasted backwards.

Rattrap turned towards the direction of the saving blast, up into the sky, to see Optimus descending from the top of the falls.

"FEARLESS LEADA!" Rattrap shouted, jumping to his feet and waving "AM I EVA GLAD TA SEE YOU!"

"You don't have to shout." Optimus laughed, landing next to Rattrap "My audio sensors are working prime."

"I sure hope so." Rattrap said, grinning from audio sensor to audio sensor. Then he slugged Optimus in the shoulder as hard as he could.

Optimus' eyes widen in shook. He grabbed his shoulder and managed a befuddled "Ow?"

"DAT'S fa goin' ape en leavin' me in charge!" Rattrap snapped, still grinning

"Slag you, Primal!" Tarantulus hissed, stumbling to his feet "I'll make you pay."

Optimus narrowed his eyes at the Predicon then turned his attention to Tigatron and Air Razor. They were trying their best to land a punch on the masochistic Predicon, who, despite his love of pain, was dodging each swing with ease.

"Can you take him?" Optimus asked Rattrap, motioning to Tarantulus

"Legs caught me off guard," Rattrap said "won' happen again."

"Good luck." Optimus said and unsheathing his swords he raced towards Inferno

"Come back here, you over grown monkey!" Tarantulus shouted, aiming at Optimus

Rattrap slugged Tarantulus in the jaw. The Pred stumbled back, howling.

"Dat's fa da 'Perceptor' crack, Bolt-Head." Rattrap said, then added with a smirk "En gorillas ain' monkeys."


Cheetor grabbed his stomach and fell to his knees. He was losing mech-fluid by the keload. As he grew weaker his battle rage faded, his vision blurred and his head started to spin.

"Aw, what's the matter, Kitten?" Black Arachnia asked, coming over to him "To tired to squash this little spider?"

She spun around and kicked Cheetor in the face, sending the young Maximal flying into one of the trees to which the web was tied. Cheetor slumped down onto his stomach, his back to Black Arachnia, and gazed down at his watery grave....at the energon dagger wedged in the tree!

"Well, this has been fun, Pussy-Cat." Black Arachnia said as she pulled out her gun.

Cheetor stretched his arm through the web and tried to grab the dagger.

"But I really don't have time for another round." Black Arachnia started to charge her gun and took aim right between Cheetor's shoulder blades.

The tips of Cheetor's fingers brushed up against the dagger. He bore his teeth and snarled as he strained.

"Don't worry about your friends, you'll be seeing them in the Great Beyond soon enough." Black Arachnia smirked.

Cheetor yanked the dagger from the tree and hurled it at Black Arachnia. The dagger wedged itself firmly in the mouth of the She-Pred's blaster just as she fired. The crystal charged and sent an energon surge pulsing back through Black Arachnia's frame. She screamed as raw energy raced through her, frying her circuits. Her body arched and she shut down.

Cheetor stumbled to his feet and leaned against the tree for support. The web glittered with mech-fluid from his frame and Black Arachnia's. 'Strange,' Cheetor thought, 'It's the same color for Preds as it is for Maximals.' Cheetor turned towards Black Arachnia and looked her over. Ripples of energy still washed over her frame.

"Computer." Cheetor managed to whisper "Status of Predicon unit Black Arachnia?"

"Unit Black Arachnia in stasis lock Level 2. Minimal damage due to energon surge. Time until fully function, 1.16 deca cycles."

Cheetor smirked and slowly, painfully, made his way to the cliff. As he passed the still form of Black Arachnia, he said "Here's lookin' at you, Kid."


Scorpinok peeled off the boulder and landed on his back hard. He rolled slowly onto his stomach and forced himself to his feet. By this time, Terrorsaur had his back to him, facing Waspinator....who's circle had taken him into the shrubs and bushes that lined the valley.

"Where are you going, Coward!" Terrorsaur shouted "Trying to run, are you? Well, I'll not let that happen!"

Scorpinok lounged and grabbed Terrorsaur, one arm around his waist, the other around his neck and his tail around his legs. Terrorsaur's arms were pinned at his sides.

"Waspinator, get him! Knock him out!" Scorpinok shouted

Waspinator had serious reservations about hitting another Predicon, but now didn't seem like the time to try and explain them to Scorpinok. Waspinator bite his bottom lip and charged, fists clenched and teeth bared. He skid to a halt, nano-klicks from knocking Terrorsaur and Scorpinok over, and swung!


Megatron blocked the blow with his own sword and opened his Rex Head. He swung, catching Dinobot's middle between the gaping jaws, and slammed them shut as hard as he could! Dinobot's eyes widened in shock, but he didn't make a sound. Megatron rose and threw Dinobot into a near by boulder. Dinobot slammed into the boulder and fell to the ground, face first.

Megatron grinned and stomped over to his wounded opponent. Dinobot tried to rise, but Megatron kicked him in the face, knocking the old warrior onto his back. Megatron pinned Dinobot to the ground with his foot and pointed his energon sword at Dinobot's spark chamber.

"This time I won't miss!" Megatron growled

"Hey." a deep voice echoed in Megatron's ear.

Megatron turned.

"Lay off!" Rhinox slammed his fist into Megatron's face.

The Predicon leader was sent flying into a near by energon boulder. The impact caused the sword to shatter against the boulder.

Rhinox charged Megatron, slamming his fists into the Pred's stomach and face. A third time, a fourth time, a fifth and sixth. Megatron had no time to retaliate, Rhinox' attack was fast and powerful. Rhinox stopped and took two steps back, giving Megatron time to catch his breath, before he spun and slammed his foot into Megatron's chest. Megatron doubled over and collapsed to his knees. Rhinox lounged and gave Megatron an upper cut that would make his descendants dizzy. The force of the blow set the Pred leader back on his feet. Rhinox took a deep breath and clenched both hands together. He swung as hard as he could, and sent the Pred flying back into the jungle.

Rhinox watched the forest, waiting for Megatron to come charging out of the woods. When Megatron didn't appear, Rhinox took a few deep breathes to calm himself and returned to Dinobot.

Dinobot struggled to get to his feet, every nano-klick of his frame hurt. He let his sword slid out of his hand as he tried to raise himself up against the boulder. He had managed to get on one knee by the time Rhinox reached him.

"Hey," Rhinox said, grabbing Dinobot's arm and pulling him to his feet "are you all right, Dinobot?"

Dinobot shock his head to clear it, but said nothing. He angrily pulled his arm free from Rhinox' grip and tried to walk. His legs gave way beneath him. Rhinox grabbed Dinobot by the shoulders to steady him.

"Easy, Old Timer." Rhinox said "The fight's not going anywhere."

Dinobot glared at Rhinox, but his expression softened in shame as he said "Why must I constantly owe my existence to you Maximals!"

"Cuz that's what team mates do; we look after each other. Besides, you saved my hide. Why shouldn't I return the favor?" Rhinox asked

Dinobot looked the giant Maximal in the optical sensors and nodded his thanks.

"It would appear I am getting too old for battle." Dinobot snorted, leaning against a near by boulder for support.

"Nah!" Rhinox waved the statement off with a smile "You just need to stop being so slaggin' honorable when it comes to Megatron. Ever notice the only way he can beat you is if he cheats?"

As the giant Maximal handed Dinobot back his sword the Old Predicon Warrior considered what Rhinox had said...and smiled.


Terrorsaur ducked his head and Waspinator slugged Scorpinok right between the eyes. Scorpinok released Terrorsaur and stumbled back.

"Sorry." Waspinator said with a shrug.

Terrorsaur smirked and was about to knock Waspinator into the forest when Scorpinok rammed the tip of his tail through Terrorsaur's neck. Terrorsaur's eyes bulged out in shock! He slowly lowered his arm and tried to swallow. Scorpinok ripped the tip out of Terrorsaur's neck and watched at he sank to the ground.

"Scorpinok slagged Terrorsaur!" Waspinator wailed, shocked and oddly saddened by the event.

"I did not!" Scorpinok snorted "I just put him to sleep with a tranquilizer!"

Waspinator blinked "Oh."

"Now we just have to figure out a way to undo whatever the Maximals did to him. Hold him."

Waspinator got on his knees behind Terrorsaur and held him up in a seated position. Scorpinok activated his Cyber-Bee and, kneeling down in front of Terrorsaur, attached it to Terrorsaur's chest. He then opened the Bee's back panel and pulled out a two wires, which he plugged into the sides of his head.

"Okay, Cyber-Bee, let's see what you can see."

Waspinator rolled his eyes at the bad pun, but said nothing.

As Scorpinok toured Terrorsaur's mainframe, he found that several memory files were blocked. It took a while to get them all free, but no one was paying much attention to them so he could take his time. As the memories were released, the old Terrorsaur returned.


Inferno dropped to the ground, avoiding a punch thrown by Air Razor, and swung his legs out from under him, knocking Tigatron down. His legs continued in their swing to arch over his head, and using his left hand Inferno pushed himself into the air. He back-flipped and landed on top of a boulder a few feet from Air Razor.

"Impressed?" he asked the She-hawk

Air Razor snorted "I've seen better moves on slothes." but to tell the truth she was impressed. VERY impressed.

Inferno flipped off the boulder and charged Air Razor. Tigatron lept to his feet and the two Maximals charged Inferno. Tigatron slammed his shoulder into the Pred's stomach, forcing him back. Inferno drove his feet into the energon ground and bent forward, trying to oppose Tigatron's force. The two struggled, one to knock the other over and the other to stay on his feet. Inferno grabbed Tigatron by the waist and picked him up, balancing the Maximal on his shoulder.

"Hey!" Air Razor snapped "Let's keep this on the ground, shall we?"

Air Razor slammed her foot into Inferno's stomach. Inferno winced then raised Tigatron high above his head and threw him into Air Razor. The two went flying, crashing to the ground a few klicks from Inferno.

"Fools." Inferno snorted "You can not defeat me. I LIVE for pain. I RELISH in it. All you do by fighting me is make me stronger!"

Tigatron and Air Razor stumbled to their feet and looked Inferno over. He jammed his hands on his hips and laughed "I have been trained by Megatron, himself! The Leader of the Predicons and soon the Ruler of the Universe! I can NOT be defeated!"

"Is that so?" a voice said from behind him. Inferno turned to see Optimus twirling his swords in his hands.

"Care to take a guess as to who taught me this move?" Optimus asked. He lounged, slicing at Inferno with his swords. Inferno lept back, but as he landed Optimus turned and slammed his foot right into the Pred's midsection. Inferno was sent tumbling, head over thorax, into a near by boulder.

"Cuz one thing's for sure," Optimus said with a smile "it wasn't Megatron."


"Hey, Fellow Fighters, what's the good word?" Cheetor asked as he limped over to Dinobot and Rhinox.

"Not you too!" Rhinox said, crossing his arms over his chest as he looked Cheetor's wounds over

"What? They're battle scars."

"Honestly, you're as bad as Dinobot."

"Fems dig a bot with battle scars."

Dinobot glared at Cheetor, snorting "Since when!"

Cheetor smirked "Now, don't tell me the Great Dinobot never had a few fems admiring his marks of bravery."

Dinobot turned away a little too quickly and a little too pointedly. Cheetor, realizing he had caught the old warrior, started to laugh.

"You have a two tracked mind, Cheetor." Rhinox sighed

"Two tracked?"

"Yeah. One track is Fems and the other is how to impress them."

Cheetor smiled and shrugged.

Suddenly it began to rain lazer fire! Terrorsaur flew high about the Maximals with Waspinator by his side. Below them was Scorpinok, his claws clicking away excitedly.

"Predicons!" Terrorsaur shouted "Attack!"

"Well, so much for that alliance." Rhinox sighed, pulling out his double-barreled guns "Sure hope you two can go another round, because the bell's just rung. Let's go!"


Megatron sat up, covered from head to toe in jungle vines, leaves and several species of flora, and shock his head.

"I must remember not to let my guard down around that one." he sighed

Megatron looked the battle field over with narrowed eyes. Optimus arrival had sparked a turn around in the battle, and the Maximals were winning.

"Hmm. Not as I had planned it, no." Megatron snorted, standing up and brushing off the various plants that covered him. "It would appear that I must take matters into my own hands and dispose of the Maximals..." Megatron opened his Rex Cannon and hooked two fiery red crystals to the out-put port "...personally."