1991: Somewhere along the Pacific Northwest coastline Seaspray is about to show Shark, Barracuda and Ursa Thylar the wonders of the deep while they test their underwater modes. What these new recruits don't realize is their about to have their first encounter with Decepticons.

"There's one thing I love most about Earth and that's its oceans. I hope you three will enjoy it as much as I have." the blue, yellow, and white form of Seaspray states.

"We shall see about that." the brown and terra cotta form of Barracuda remarks.

The brown, golden-headed ursine form of Ursa Thylar dives overboard, soon her head pokes above the water. "Come on in, the water's perfect." she calls. She disappears beneath the surface again, soon the others dive in and transform to their underwater modes.

"Don't go wandering off too far, I don't need something bad happening." Seaspray reports.

"What are the chances of that?" Ursa Thylar asks.

"I would say... oh no." Seaspray utters as he spots shadows very familiar to him ahead.

"You see something, Seaspray?" the red and blue submarine form of Shark inquires.

"The Seacons." Seasprays' hovercraft form replies.

In the distance, the six forms of the Seacons slowly approach.

"All right! Let's show these Decepticons what we're made of!" Shark cries, he speeds toward the advancing foes.

"Shark! Get back here! You want to get yourself killed?!" Seaspray yells.

"Can't but admire his spunk. I'm with him." Ursa Thylar says and swims after Shark.

"Come on. They'll need our help." Seaspray states, he and Barracudas' brown and black car-sub form follow the duo.

"Look at that fool. Charging at us like he didn't value his existence." the blue turtle form of Snap Traps sneers.

"Let me have him, Snap Trap. I'm itching to teach someone a few lessons." the blue and pink fish form of Skalor says.

"Go ahead, Skalor." Snap Trap replies.

"There'll be nothing left of him when I'm through." Skalor growls and heads for Shark.

"I want Seaspray. I have a score to settle with him." the dark blue lobster form of Nautilator says.

"Be my guest, Nautilator." Snap Trap replies, Nautilator heads for Seaspray.

"Wonder if that bear can stand up to being squeezed?" the black and white squid form of Tentakil queries as he lumbers forward.

"Seawing and I will take the fourth, you go help Skalor." the blue and black manta ray form of Overbite states. They swim toward for Barracuda, Snap Trap heads toward the Skalor and Shark confrontation.

"Come on you silly excuse for a fish, take me on." Shark challenges, readying his torpedo tubes. "My pleasure." Skalor growls and fires at him. Shark dodges and fires two torpedoes of his own.

Skalor dodges them and tauntingly states, "I can avoid those just as easily as you can Autobot."

"Name's Shark. Remember it, because it will be a name you'll learn to respect." Shark jeers as the torpedoes turn and home in on Skalor.

"We shall see..." Skalor begins, but is cut off when torpedoes hit his back. "Aargh!"

"You may have tricked Skalor, but no one gets the better of Snap Trap!" Snap Trap yells and fires at Shark, hitting his nosecone.

"Ha! Is that the best you can do?" Shark queries and fires his turret gun, hitting Snap Trap in the face.

"I can't see!" Snap Trap cries out as he paws at his optics.

"That's the idea 'Con. See you around." Shark jeers and heads for the Barracuda, Overbite and Seawing confrontation.

Overbite sinks his teeth into one of Barracuda's main guidance wings.

"I'm going to get you for that!" Barracuda screams.

"Not if I get you first!" Seawing says and fires, hitting her rudders, which stop motion.

"I can't move!" she yells in desperation.

"That's how my..." Seawing begins, but is cut off as Shark rams nose first into him. "ACK!"

"Two against one? Shame on you. Come on, let's see if you fare better than your pals did." Shark says and slams into Overbite, jarring him loose from Barracuda.

"Get out of here Shark! This is my fight!" Barracuda yells as she transforms into robot mode.

"But..." Shark begins.

"Get going!" she yells. He speeds off grumbling, she fires at Overbite and scores. "Let's see how you like this!"

His eyes grow wide in horror. "No! Keep away!" Overbite screams in fear and swims off.

"Works better than I imagined." Barracuda says and transforms back to car-sub.

"What you do to Overbite?!" Seawing asks insistently.

"The beam of my gun brought out his innermost fear. Though you should be less interested in him..." Barracuda says and firing two torpedoes at Seawing, "...and be more about yourself."

"Oh really?" Seawing inquires and fires, hitting the torpedoes, which loose power and explode on the seascape.

Elsewhere; the Tentakil and Ursa Thylar confrontation.

"Come Autobot, I dare you to swim within my grasp." Tentakil taunts.

"I'm not as stupid as I look you eight-armed freak." Ursa Thylar growls, a laser spews out of her mouth, freezing two of his arms.

"You'll pay for that!" Tentakil yells. He swims powerfully towards her, wraps a tentacle around a foot, then pulls her in and wraps the rest around her body, "Any last words?"

"Yes." she snarls and bites into one tentacle while struggling to free her front feet.

"Bite me will you? Let's see how you like a little bear hug." Tentakil growls and attempts it, but she still struggles against him. She frees her front feet and slashes her claws down his chest.

"Bear hug me will you?" she sneers, a laser hits him in face, he frees her and attempts to clear his iced-over vision, "Oh no you don't!" she says as she swims clear, fires a missile, and scores.

Nearby, the Seaspray and Nautilator confrontation.

"At last, my revenge is at hand." Nautilator states and fires at Seaspray.

"Not if that's all you can do." Seaspray retorts, he avoids the shots, firing his cannons.

"Come on, take me on in robot mode, I dare you!" Nautilator yells, avoiding the shots and transforms, Seaspray hesitates. "Come on chicken of the sea, do it." he chides. Seaspray transforms, they go into a mercy hold, "Your robot form is weak."

"Not entirely." Seaspray says, he knocks Nautilators' arms away, fires his cannons and scores,

"Your revenge will have to wait Nautilator."

Back to the Barracuda and Seawing confrontation.

"You are weak! Just like all females!" Seawing yells.

"Oh really?!" Barracuda replies, firing two torpedoes.

"I'm not going to let you get the better of me! Let's see you dodge these!" Seawing growls, firing, the shots power down the torpedoes and hit her in the front fenders, she transforms as Shark intercepts the rest.

"Didn't I tell you to get lost?" Barracuda inquires as she fires at Seawing.

"Well excuse me for being concerned." Shark replies snidely as her shots hit.

"No! Go away!" Seawing screams in fear and departs.

"Two of my team is running from shadows, what a disgrace. You Autobots will feel the wrath of Piranacon! I swear it!" Snap Trap yells.

Somewhere in Eastern Washington; Smokescreen and Tracer speed along a deserted road.

"Come on Smokescreen, your letting me beat you." the dark orange and black 1979 Plymouth Horizon TC3 mode of Tracer teases.

"No I'm not." the red, white and blue racecar mode of Smokescreen counters. The three cassettes inside Tracer chuckle.

"Oh yes you are." the all black fox-like form of Vixica retorts.

"Stay out of it you three." Smokescreen replies.

"When do we get some action?" the green, red and golden-headed horse form of Austera asks.

"How about right now?" Smokescreen inquires and slows down.

"Fine by us." Vixica replies.

"Good, then check out the horizon." Smokescreen states. They look and see five specks transversing the land and two specks soaring through the sky.

"We wanted action, and now we are going to get it." Austera comments as she and the others leap out of one of Tracer's open windows. Smokescreen transforms to robot form.

"Those jets are easily taken care of, watch this." Smokescreen says and fires two missiles, which hit Thrust, he veers out of control.

"I'll take the other one." Tracer offers and transforms into car-jet mode.

"Be careful Tracer. Skywarp's a tricky fellow." Smokescreen warns.

"You worry too much." she replies and soars off.

"That leaves the others for us four. We'll go in first." Vixica growls and they run off.

"Now that's a sight. Those cassettes are challenging us. I wonder how they'll look flattened?" the black semi form of Motormaster chortles.

"I don't know, those cassettes pack a good wallop." the red Porsche form of Dead End replies.

"That's the problem with you Dead End, you're so negative. As for me, I'm going to pay

Smokescreen a most unpleasant visit." the gray Ferrari form of Wildrider says and races off.

"Come on Breakdown, let's trash those tapes." the yellow racecar form of Drag Strip sneers and they leave.

"Are you going to join them, or lag behind and face me?" Motormaster inquires of Dead End.

"I'm going. But there's no point to it." Dead End says and speeds off.

"Sigh Got some real winners on my team." Motormaster mumbles.

High above; the Tracer and Skywarp confrontation.

"What's wrong Autobot? Can't seem to guess where I'll pop up next?" the blue F-15 jet form of Skywarp asks.

"What are you afraid of coward?!" Tracer replies.

"Not you, that's for sure." Skywarp sneers, firing at her.

"Finally got you to stay in one spot, hmm? You'll regret it!" Tracer yells, avoiding the barrage, she fires and hits Skywarps' left wing.

"Now you did it!" Skywarp growls and fires two heat-seekers.

"Oh dear. Smokescreen, I need help up here!" Tracer radios.

"I got my hands full as it is Tracer, sorry." Smokescreen radio replies. He wants it to be otherwise so fires his disrupter rifle at Wildrider.

"Engines' cutting out. Motormaster, smash this Autobum for me!" Wildrider yells.

"Gladly." Motormaster replies.

Smokescreen transforms and races ahead of him, "Come on Motormouth, I dare you to crush me." Smokescreen jeers.

"You got it, fool." Motormaster replies.

Smokescreen leads him toward a cliff, he emits a smokescreen and blinds the Stunticon with it. "No fair, you cheated!" Motormaster calls and smashes into the cliff.

"Now to help Tracer." Smokescreen says and transforms back to robot for, he fires his missiles at

Skywarp, who's hit and veers out of control. He then fires his disrupter rifle at Skywarps' heat-seekers, which switch course and detonate near Dead End.

"Thanks, I owe you." Tracer radios.

Nearby; Drag Strip and Breakdown confront the cassettes.

"Struthia, take Breakdown. Austera, you and I get this pompous fool." Vixica instructs, the blue and gray ostrich form of Struthia leaves.

"You're going to eat those words!" Drag Strip growls and fires at Vixica.

"Come on, catch me if you can." Vixica taunts, avoiding the shot. He transforms and chases her, she leads him into a box canyon.

"Now Austera!" Vixica yells. Austera leaps into view and kicks his back end, he transforms into robot form.

"Kick me will you mule face?!" Drag Strip yells and fires at Austera.

"You shouldn't have insulted her like that." Vixica warns.

Aurstera fires her lasers at him, they hit him in his shoulder and it partially melts.

"Blast you! Now I'm really mad!" Drag Strip yells and fires his gravito gun and scores, its force starts to crush Austera.

"Vixica, do something." Austera gasps.

Two bombs score on Drag Strips' back, Vixica leaps out of nowhere.

"He's out. Let's see how Struthia's faring." Vixica says.

Struthia calmly stands near the white Lamborghini form of Breakdown who starts to quiver.

"Knock it off with the staring!" Breakdown says, she slowly approaches with out-stretched wings, "I can't take it anymore!" he peels out.

Struthia fires a heat-seeker and scores, knocking the Stunticon out of commission. Vixica and Austera approach her.

"Good job Struthia." Vixica smiles toothily.

On a deserted island, Blaster and Bebop are laying back enjoying a friendly game of 'who can out-max who'. "Man, I must be losing my touch. I think you got me out-maxed Bebop." the red form of Blaster states with the barest hint of a joking frown.

"Give it a rest, you're the best." the two-tone blue form of Bebop rhymes with a grin.

"No, I mean it. I bet you could even out-rap me as well." Blaster retorts.

"Rap's a snap, you know how it go." Bebop rhymes.

"Yeah, but... never mind, let's change the subject." Blaster says with a wave of his hand.

"Then I want to hear about, the tapes that pack a clout." Bebop rhymes.

"That's right! You haven't met the cassettes you'll be guardian for yet. All I know is that they're females." Blaster states.

"Females? Give me a break." Ramhorn groans from inside Blasters' chest.

"Chill out Ramhorn." Blaster says.

"No." Ramhorn replies poutily.

"Excuse us, Bebop, we need some rap time alone, dig?" Blaster says.

"While your talking, I'll be walking." Bebop replies.

Bebop roams the island for only a few minutes when he runs into Soundwave.

"See if you can out-max me Autobot." the dark blue form of Soundwave intones, a torrent of sound erupts out of him, Bebop staggers backward.

"You have too much pride, I won't be cast aside." Bebop rhymes in boast and counters with his own music.

"Oh really?" Soundwave inquires cooly, another blast of sound, Bebop counters again as Blaster comes running up to assist.

"You need back-up buddy?!" Blaster asks.

"Don't fret, I'll win this yet." Bebop replies and cranks up the volume, Soundwave staggers.

"You might have out-maxed me, but what else can you do?" Soundwave queries and fires at them, they avoid the shots.

"I think we'd better split." Blaster says.

"You may be right, but I'm finishing this fight." Bebop rhymes, fires his rifle and scores. Soundwave attempts to fire his rifle but falls flat on his face instead.

"Man your rifle sure doesn't agree with tall, dark and ugly." Blaster comments.

"Messed up his brains, now Bebop reigns." Bebop rhymes with a broad grin.

"Let's leave before the cassettes in his chest get wise." Blaster says.

Later that day. Ten miles from the Ark, Seasprays' group and Smokescreens' group meet and compare adventures.

"How did the ocean tour go Seaspray?" Smokescreen asks.

"What tour? We were too busy battling the Seacons." Seaspray replies.

"Yeah! It was great! They were so easily thwarted." Shark grins widlely.

"It wasn't that simple, Shark." Barracuda says, frown on her lips.

"For you it wasn't, but for him it was." Ursa Thylar states.

"I thought I handled it rather well." Barracuda replies.

"Give it a rest. Did you fare better Smokescreen?" Seaspray queries.

"If you call fighting the Stunticons and two jets better, yes." Smokescreen sighs.

"If it wasn't for you, I'd be scattered across the desert by now." Tracer retorts.

"It was in the line of duty." Smokescreen says with a smile.

"Whatever, you saved her life anyway." Vixica states.

"I agree. You downed four 'Cons by yourself and it took us two to trash just one." Austera says.

"I'm most impressed by Struthia, she only stared at that one 'Con." Vixica grins.

"Breakdown is like that." Smokescreen replies.

Blaster and Bebop join the group.

"I hope your day went smoother than ours Blaster." Seaspray says.

"It was until Soundwave showed. Should have seen Bebop here, he sure showed him a thing or two." Blaster replies.

"It was almost a stalemate, I couldn't have been that great." Bebop rhymes.

"You were chilling. Check it out man, you're being inspected." Blaster says.

At Bebops' feet the four cassettes circle him. Bebop reaches down and pats Vixica on the head.

"You are to be our guardian, correct?" Vixica asks.

"Indeed, take heed, your names I need." Bebop rhymes.

"I am Vixica. This is Austera." Vixica says.

"Greetings guardian." Austera replies, lowering one front leg in a semblance of a bow

"This it Ursa Thylar." Vixica says.

"Salutations sentinel." Ursa Thylar growls cheerily.

"And of course Struthia." Vixica says.

Struthia just nods at him, wings flexing out a bit.

"Why don't you talk? I won't mock." Bebop rhymes.

"My deepest respects, protector." Struthia replies quietly as she flexes her wings nervously.

"I've been trying to get her talking since day one and now all you do is ask." Vixica states aghast.

"That we will explore, jump in and we'll rap some more." Bebop rhymes, he opens his dual cassette containers, they transform into cassette form and enter.

"Now if Ramhorn would be so agreeable." Blaster remarks.

"What's that supposed to mean?" Ramhorn replies from inside his chest.

"I hope you'll have a reign on him before we reach the Ark." Smokescreen says.

"I will, don't worry." Blaster states.

"Let's get going, we've got to face Optimus sooner or later." Seaspray sighs.

Soon the group reaches the Ark. The red, blue and white form of Autobot Commander Optimus Prime turns to greet them.

"What happened?" Optimus asks.

"Let's skip that, we feel bad enough as it is not following orders." Smokescreen replies.

"We'll take any punishment you give us." Seaspray says.

"I have no cause to punish you. The Decepticons have tested our new Autobots before. Obviously that they failed to defeat you. Report to medical bay at once. Afterward, I want a full report." Optimus states.

"Yes sir." everyone replies.

"Dismissed." Optimus says.

In the medical bay; those minorly injured are inspected by Hoist, Shark gets attended to by First Aid, and Barracuda by Ratchet.

"I fixed your wing. Anything else hurt?" the nearly all white form of Ratchet asks, she transforms to robot mode.

"Nothing but my dignity and..." Barracuda looks at Shark who is staring at her, "..him. Stop looking at me or I'll punch your optics in!"

Shark looks away, frown on his lips.

"No need to be so rough on him." Ratchet says.

"You males are all alike!" Barracuda snorts and leaves.

"What's eating her?" Ratchet inquires.

"Don't worry, I'll talk to her." Tracer says.

"Afterwards. Ratchet, come here, you won't believe this." the green form of Hoist states.

Minutes later.

"All done Shark, check back in three days for a check up, okay?" the white and red form of First Aid asks.

"You got it." Shark replies and gets up.

"And get some rest." First Aid says.

"That goes for you guys too." Shark says and leaves.

"Tracer, if I didn't see it, I wouldn't have believed it. Luckily, I fixed it. Take is easy." Ratchet states.

"I will, Ratchet." Tracer replies and leaves.

Soon, Tracer enters Barracudas' room.

"I know why you're here, speak your mind Tracer." Barracuda says.

"Why did you snap at Shark and Ratchet?" Tracer asks.

"Because they're males." Barracuda sneers.

"There's more to it than that, isn't there?" Tracer inquires and sits next to her.

"Yes. There's one thing males want and I'm not about to let it happen to me." Barracuda states.

"And what is it they want? " Tracer queries.

Barracuda leans over and whispers to her.

Tracer gapes at her, "Are you serious?!!"

"Absolutely." Barracuda says.

"Who gave you an idea like that?" Tracer asks.

"Does it matter?" Barracuda inquires.

"Are you sure?" Tracer queries.

"I'm almost positive." Barracuda says.

"I just can't believe that Smokescreen would do such a thing." Tracer retorts.

"What?! Tracer, don't tell me you fell for his trap!" Barracuda sneers.

"I care for Smokescreen, what's wrong with that?" Tracer asks.

"I thought you were stronger than that, I guess I was wrong." Barracuda says.

"I don't care what you think, I care for him and nothing can change that!" Tracer says and leaves in tears.

"Foolish girl, letting a male capture her heart. That will never happen to me, I swear it." Barracuda growls. Somehow she can't fully convince herself of how she could avoid the inevitable.

Elsewhere, Shark relaxes in his room and relives the past few days of his existence.

OO(That first day, it was unexplainable. When Commander Optimus Prime spoke my name, that voice possessed a wisdom and power that sent a respectful fear into my being. My mentor for the day was Kup. He wanted to go, but I wished to see the others given life. We stayed to watch. The two left were females. The first I just knew that she and her mentor Smokescreen were meant for each other. As life entered the optics of the second, I was stricken. I knew in my mind, heart and soul, my destiny was with her. Kup tugged at my arm insisting we leave. I snuck a last glance at her. The rest of the day all I could think of was Barracuda. Someday, I don't care how long it takes or what I have to do, I will win her heart. I swear it!)Oo Shark thinks.

In her room, Tracer cries. Smokescreen comes into her room since he is concerned at this emotional breakdown.

"What's with the tears?" Smokescreen asks and sits beside her.

"Barracuda thinks I'm weak." Tracer replies as she wipes the tears off her cheeks with a hand. "She's anything but right." he says, putting his hands on her shoulder.

"She thinks I'm foolish for caring for you." she sighs and looks up at him.

"It's not foolish, and truth be told, I care for you too, Tracer." he replies, giving her a hug and a shoulder to cry on.

Back to Barracuda.

oO(I shouldn't have been so nasty to Tracer. I hope she'll forgive me. If she cares for Smokescreen, that's her right. Speaking of males, why is Shark trying to get on my nerves? He interferes in my fight and then stares at me. Those optics of his were practically looking right through me. By the Matrix, that gave me the strangest feeling. I wonder? No! Ignore it! Deny it!)Oo Barracuda thinks. She has to admit it, however, that she cares for Shark. But that admittance makes her even more determined for that not to be so, not now anyway.