Beast Wars and all characters and things related are copyright and trademark of Hasbro and Mainframe Entertainment. This work, however, is the original work of the author.

Note: This story takes place shortly after "Deep Trouble".

Transmetal Madness, Chapter 3

By TVfan

The Ark

Optimus sighed as he entered the main conference room onboard the Ark. Recent discoveries had proved that the Maximals on Earth were in for a hard fight up ahead. One Maximal was missing, and presumed captured, while the Predicons had activated two new members, both of whom were likely to be far more powerful then any other, save for Megatron himself. Optimus looked around the long rectangular table and observed the present Maximals. Rhinox, Cheetor, Rattrap, Silverbolt, Rapther, and Depthcharge sat around the table. Two transformers were missing from this meeting. One was Dinobot, who was believed to be the captured Maximal, and the other was Blackarachnia.

"Where's Blackarachnia?" Optimus asked, "I wanted everyone available here."

"I don't know," Silverbolt answered first, "After you brought Cheetor back to the base, she told me she was going to her quarters."

"Did you tell her about the meeting?" Optimus asked.

"I assumed she heard when you announced the meeting over the intercom," Silverbolt answered, "And her door was locked, so I couldn't tell her in person."

"Great!" Rattrap exclaimed with his usual sarcasm, "Now we get to look for TWO transformers instead of one."

"We don't know that she's missing," Silverbolt said defensively, "I'll go back to her quarters and demand she open the door."

"That spider is just as sneaky as any Predicon," Rattrap shot back, "The whole 'locked door' bit is a distraction."

"You don't know that," Silverbolt growled.

"Go back to her room and try then," Rattrap snorted, "I bet she ain't there."

"We don't have time for that," Optimus sighed, "We'll just have to do this without her help."

"What's on your mind, Optimus?" Rhinox asked.

"Given what Cheetor's revealed, we can only assume that Dinobot has been captured," Optimus stated, "Right now, all we need to do is plan a rescue operation. Our primary effort to achieve this should be to lure at least some of the Predicons out of their base."

"And how do you plan to do that?" Depthcharge demanded, "Or why might be a better choice of words. That Predicon has probably rejoined his true comrades."

"That's enough, Depthcharge," Optimus ordered, "Sentinel as we all know is beatable, probably even more so, since the Predicons have recovered it from Axalon's final resting place. But with Megatron and at least two other transformers being transmetal twos, we can't tire ourselves out fighting the shield program to allow the Predicons to beat us once we've defeated the shield. We need to lure some of them out where we will have the advantage."

"And how do we do that then?" Rattrap asked, "Megs ain't just gonna leave his base because we attack it."

Optimus turned his eye to Cheetor who was sitting nervously in his chair. The rest of the Maximals had responded with a fair amount of surprise at the fact that his level had advanced to that of a transmetal two. Optimus couldn't really blame either party.

"Sentinel," Optimus answered, "Rhinox, remember after the transwarp explosion and the appearance of transmetal technology?"

Rhinox nodded.

"Remember all the trouble we had trying to get Sentinel to recognize every bot that became a transmetal as the same bot it was before?" Optimus asked.

"That was a pain," Rhinox groaned, "Especially since there was nothing technically wrong with the computer."

"What is this?" Rapther asked curiously.

"Sentinel, despite being the most advanced piece of detection gear that Cybertron has ever produced, it still isn't perfect," Rhinox answered, "For awhile before you came online, the program only reported Optimus, Rattrap, and Cheetor as unknown Maximals. It didn't know that they were Maximals that had been there all along. Eventually we simply had to reprogram Optimus, Rattrap, and Cheetor's new statistical data into the computer to get Sentinel to recognize them."

"I doubt Megatron knows of this," Optimus continued, "And even if he does, he doesn't know that Cheetor has become a transmetal two."

"You want me to play decoy?" Cheetor asked.

"Just get within Sentinel's range and do something at that limit that would make Megatron curious," Optimus instructed, "He'll undoubtedly send out at least one of his new Predicons along with someone like Waspinator or Inferno. The rest of us can then take them out easily."

"Megs is sure to send out more when they radio back to say they're under attack," Rattrap pointed out.

"I'm counting on that," Optimus answered, "Whatever he's done to restrain Dinobot, I doubt it will work for long. If we provide enough of a distraction, Dinobot might be able to escape on his own. If he can't, we'll simply have to defeat Megatron outside his base then in it. And there we will have the advantage."

Elsewhere

The black widow femmebot, known as Blackarachnia slowly crept toward the Predicon base. She had seen Cheetor's transmetal two form, and she knew how he became a transmetal two. It had made him more powerful and she knew that Megatron possessed the only thing she could use to gain that power, the transmetal driver. She had to obtain it, and if that meant rescuing Dinobot as well, then that would be a plus for Optimus and his group.

As she approached the edge of Sentinel's range of detection, she transformed to her robot mode. Megatron had surely upgraded the program's defenses to keep her out, but she had her own ways of getting around that. She smiled as she pulled a small wristband-like device out of a hidden compartment.

"After studying all of Rhinox's blueprints on the Sentinel program, this had better work," Blackarachnia chuckled to herself and began to walk forward along a rocky cliff.

The first sign of any defenses she came across was one of the automated defense systems that were part of Megatron's original security system. The system scanned Blackarachnia, standing not more then three feet away with complete ease.

"Predicon heat signature, detected," the computerized voice announced, "Weapons platform, stand down."

Blackarachnia smiled and thought, "This will be all too easy."

Predicon Base

"And this is the best you can do?" Megatron asked Ravage as the black jaguar transformer finished his final examination of the transmetal driver.

"From the data we've been able to collect, yes," Ravage answered, "You should be glad that I can guarantee you that it won't kill anyone."

Megatron sighed, "At that is all?"

Ravage nodded, "Waspinator and Inferno should be the only ones that the transmetal driver should affect in such manner given the data we have. The fact that Quickstrike is made up of two beast forms, seems to prevent this, but again, I can't gather enough data on that right now."

"Quickstrike can wait until you can," Megatron said calmly, "Can you proceed with Inferno and Waspinator."

"Yes," Ravage answered, "By the time they're ready, the equipment will be ready."

"Very well," Megatron smiled, "Continue with your work."

The large dragon transformer then turned and walked out of the room.

Meanwhile, in a different sector of the Predicon base, Dinobot continued to hang against the wall. The heavy helmet over his head had not yet been removed and the male raptor had no certain idea as to where he was. Only the sound of moving gears let him know he was not alone.

"You still will not give up your leader's patrol time tables to the Royalty?" Inferno asked from his position on a gangplank nearby.

"No," Dinobot growled, knowing it was useless to try and argue with the insane ant.

Inferno had been trying the same tactics over and over and over again. Its repetitiveness annoyed Dinobot, but he was not about to give in to Inferno's lecture on the 'glorious Royalty'.

"Then you leave me no choice," Inferno said evilly.

Dinobot knew what the ant would do next. It was standard Predicon practice with prisoners. Inferno would torture him into giving up whatever information he wanted. It was, after all, standard Predicon procedure. Dinobot knew the Maximals opposed it, and to a certain degree he opposed it, believing the practice to be dishonorable. The male raptor had allowed it in his past, however, on a strong belief that the prisoner had completely dishonored himself by allowing his enemies to capture him. Now Dinobot himself was in that position.

"It will not work," Dinobot said back defiantly, "and it is nothing more then the act of a coward."

Inferno ignored him and blasted away at the raptor with his flame thrower. The male raptor stifled the urge roar with pain and let Inferno fire on him. The ant laughed away as he fired. After a minute or so a new voice cut off the ant's laughter.

"That will be enough, Inferno, yes," Megatron's voice echoed through the corridor with noticeable confidence.

"He has not yet revealed the information you want, Royalty," Inferno protested.

"Don't worry," Megatron laughed, "I'm sure that eventually Dinobot will break and give in. Remember, he's chained to the wall and will not be given access to our CR tanks. Every bit of damage he sustains will go unrepaired. Sooner or later, he will break."

"Yes, Royalty," Inferno saluted the Predicon tyrant.

Megatron nodded, "Now go up to Ravage's lab. I have given him explicit instructions involving you and Waspinator receiving upgrades."

Inferno bowed, "At once, my Queen."

Dinobot inwardly snickered as he heard Megatron groan.

Outside the base, Blackarachnia crouched down behind a large rock formation. None of Megatron's automated defense guns had fired on her. Although she was sure that they weren't because she had kept her own Predicon codes instead of switching to Maximal ones. The defense lasers therefore wouldn't fire on her.

The real question had been the Sentinel program. Megatron surely tied the Sentinel program into the automated defense grid, and she was certain that Sentinel would know that she was no longer a Predicon loyal to the commander. Blackarachnia smiled as she looked down at the device she had placed on her wrist earlier. So far it was apparently blocking any attempt by Sentinel to detect her, since she hadn't met half of the other Predicons so far.

What troubled her know was trying to find out who was in the base and who was not. She looked around the ground, hoping one of Tarantulus's drones was nearby that she could hotwire and send in, but no luck.

"Oh well," Blackarachnia sighed to herself, "There's more then one way to skin a cat."

Elsewhere

"So what should I do to attract their attention?" Cheetor asked as he and the other Maximals sat just outside Sentinel's range, "I can't just wander around like I'm lost. Especially if I'm to stay close to you guys."

Rattrap moved a few large leaves aside to look out into a small clearing where Sentinel's detection gear could reach.

"Ya know, it is a fairly dark night here," Rattrap commented, "Do something spooky. Like roar or something."

"Like that's going to attract Megatron," Cheetor snorted back.

"It might," Silverbolt thought, "Cheetor could go into the area, wander around near our location for a few moments and then wait for the Predicons to come. You could even pretend to hunt something. Then as the Predicons begin to arrive, roar so that it might spook them into asking for reinforcements."

"We don't want to draw out all the Predicons at once," Depthcharge argued, "Just one or two, and hopefully they would be those new transmetals that Megatron got."

"No, I like the idea," Optimus commented, "We'd get all of them out in the open, we could win."

Cheetor nodded and converted to his beast mode and began to slowly stalk towards the clearing. The rest of the Maximals hunkered down in the bushes, waiting to any sign of approaching Predicons.

Predicon Base

"Attention, unknown Maximal in grid Sargon," the Sentinel computer announced throughout the Predicon base.

"Is it alone?" Megatron asked as he pivoted his command chair toward one of the base's main computer terminals.

"Yes, it is a single unkown Maximal in grid Sargon," Sentinel answered.

"What is it doing?" Megatron questioned.

"Movement patterns indicate that it is lost," Sentinel answered.

"Interesting," Megatron commented, as he leaned back in his chair, "I sense the opportunity for a little trickery, yes."

Megatron the turned and pressed a small button on his command chair. A view screen came down from the roof above him and presented him with Ravage.

"Yes, sir?" Ravage answered seeing that Megatron was trying to contact him.

"What is the status of Waspinator and Inferno?" Megatron asked.

"As I predicted they are currently offline," Ravage sighed, "But the transmetal driver worked. I'm just getting them to the CR tanks now."

"Very well," Megatron nodded, "You are to guard the base. I will be leading the others on a little torment mission."

"Of course, Megatron," Ravage acknowledged.

Megatron shut off his communications device with Ravage and turned to inspect the rest of the Predicons. Tarantulus was grumbling about something from his own monitoring station, while Quickstrike labored at his own. Rampage was leaning against a bulkhead while the new transmetal twos, Terrorsaur and Scorpinok, stood at attention.

"Attention all of you," Megatron growled, gathering their undivided attention, "As you no doubt heard there is an unknown Maximal in grid Sargon."

"Yeah, what do you intend to do about it?" Rampage asked, sounding furious that he hadn't been allowed to kill something.

"Oh, we will pay this Maximal a little visit, yes," Megatron smiled, "Everyone is to go, and our objective is to capture him. I'd like to know about this 'unknown' Maximal."

"At least I'll get to shoot something," Rampage growled.

"We all get a shot?" Quickstrike asked sounding excited to be getting out of monitor duty.

Tarantulus said nothing and followed the other Predicons out.

Outside, Blackarachnia continued to sneak closer toward the opening to the Predicon base. She had just reached the final portion of the field in which she would have cover, and would soon have to make a one hundred yard sprint to get into the base. She was about to leave her cover when she saw Megatron come flying out of the base in his beast mode. Tarantulus and Rampage were close behind. After them ran Quickstrike, and behind him came two transformers that Blackarachnia was shocked to see. One was a scorpion-like transformer that had an armor scheme similar to Megatron's. The other was a pterodactyl-like transformer, whose armor was also configured like Megatron's.

"Shesh," Blackarachnia groaned, "Everyone including the newbies are getting to be transmetals now. That device better be in there, and it better work."

Once Megatron and his compatriots were out of sight, Blackarachnia left her cover and calmly walked into the Predicon base.

Inside the base, Ravage carefully loaded the offline bodies of Inferno and Waspinator into their respective CR tanks. He had more research to do on the transmetal driver, but that could wait for now. He had to make sure that the other two Predicons that remained at the base were able to quickly recover. He activated the tanks just as the platforms that the two Predicons were laying on reached the bottom.

"It's still a nice set-up, here, isn't it?" came a voice from behind him.

Ravage jumped and turned around to see Blackarachnia standing behind him. The femmebot had her gun aimed at him.

"How did you get in here?" Ravage demanded, "Megatron's programmed Sentinel to fire on you."

Blackarachnia motioned to the armband she had on with her free hand.

"You forget who I'm palling around with," Blackarachnia laughed and fired her weapon.

Ravage found out very quickly that it wasn't an energy weapon of any kind. The weapon was powerful, as it threw the transmetal Predicon across the room and against one of the walls opposite the CR tanks. Upon hitting the wall, the projectile opened and revealed a cyber-web that held him firmly in place.

"What do you want, traitor?" Ravage growled as Blackarachnia switched to her beast mode.

"Nothing much," Blackarachnia laughed back, "Just the transmetal driver and all your notes on it. I'd presume Tarantulus has notes too, but then Megatron wouldn't trust them."

"Forget it," Ravage growled.

"I'm afraid I can't," Blackarachnia answered as she used her beast mode's ability to walk up walls and on ceilings to walk up to Ravage's position on the wall, "You see, the transmetal technology represents great power."

"You gave up the right to have it when you joined the Maximals," Ravage growled.

"I didn't join the Maximals," Blackarachnia insisted, "But the way Megatron intends to win the Beast Wars, by destroying ultimately Optimus Prime means my death as well. Remember that I was brought online as a Predicon from a Maximal stasis pod. Killing their ancestors kills me."

"Not my problem," Ravage answered.

"Maybe not," Blackarachnia smiled, "But you can't do much right now. I suggest that if you want to live to see tomorrow, you'll give me the information that I want."

"You can't kill me," Ravage said bravely.

"I can and I will," Blackarachnia warned, "You're the only online Predicon here, and you're powerless to do anything."

Ravage inwardly sighed. The female spider was obviously right. He didn't have the ability to break her cyber-webs, and while Megatron and other Predicons were gone, she did have the advantage in terms of disposing of him. He couldn't continue to portray this bravado and win.

"It's in the old Scorpinok's lab," Ravage answered weakly, "It should be easy to find, Megatron's had me researching it almost constantly as of late."

Blackarachnia nodded and prepared to turn around, but stopped before she did so.

"Say, you wouldn't happen to know where Dinobot is, do you?" Blackarachnia asked.

Elsewhere

Cheetor crouched low as he the first sign of approaching Predicons. He could see the familiar form of Megatron flying through the air. He also saw a very familiar form that he thought was long dead. It looked much like Terrorsaur, but it looked like his armor had been greatly updated. He could also hear Rampage making his way in his tank mode along with Quickstrike and Tarantulus, and at least one more Predicon, but he couldn't see them yet.

The transmetal two Cheetah slowly moved among a series of thick bushes that lead back toward where the other Maximals were waiting. He carefully whispered into his radio.

"There are at least six of them coming," Cheetor whispered, "One of them is Megatron, and he has at least one of his transmetal twos with him."

"Prime," Optimus answered over the radio, "Just remember the plan."

"Right, Optimus," Cheetor answered.

Cheetor then crept forward to a spot where he was sure that at least Megatron would see him, and unleashed a roar that even frightened himself.

Approaching the location, Megatron was somewhat surprised by the sudden roar that echoed through the air. He turned his head and looked down to see a mostly tan cheetah-like creature stalking among the jungle undergrowth. He saw its red optics for a moment and then saw it retreat into denser foliage.

"What is that?" Terrorsaur demanded from behind and above him.

"I'm not sure," Megatron answered, "Megatron to Tarantulus, Tarantulus, come in."

"Yes, Megatron?" Tarantulus answered over the radio.

"The 'unknown Maximal' that we are approaching appears to look like the cheetah clone," Megatron said in a threatening tone, "Your battle report indicated that all the clones were destroyed."

"I am positive of that, Megatron," Tarantulus answered, "Primal crushed the cheetah clone in his hands, and he then aided Silverbolt and Depthcharge in destroying the raptor clone."

"Interesting," Megatron mumbled to himself.

"What is it?" Terrorsaur asked.

"An interesting question, my faithful servant," Megatron simply answered, "an interesting question."

The Predicon tyrant then activated his radio again, this time to speak with all of the Predicons accompanying him.

"Attention, we are approaching the Maximal's position," Megatron announced, "We are to surround it and question it. If it fights, destroy it."

Megatron then dove and landed in front of the transformer, blocking it from going straight ahead. Terrorsaur landed next to him.

"Well, now, what do we have here?" Megatron asked as he returned to his robot mode and Terrorsaur did the same, "A lone Maximal alone in the jungle."

The transformer looked around to see Quickstrike, Rampage, Scorpinok, and Tarantulus arrive to finish encircling him.

"Now, you appear to be lost," Megatron continued, "Is there anything I can do to help?"

"How about dying, Mega-jerk!" Cheetor announced as he transformed, produced a blaster from behind and nailed Megatron directly in the chest.

Predicon Base

Dinobot had temporarily dozed off for a while when he was awakened by the sound of a platform pulling up next to him.

"I'm not giving you the patrol schedule, Megatron," Dinobot growled.

"I'm not Megatron," came Blackarachnia's voice in reply.

"You…?" was all Dinobot managed to answer.

"Yes, me," Blackarachnia answered, "Man everyone seems to be getting a new look these days. You're not hiding secrets from the rest of us, are you?"

"What?" Dinobot asked, "What are you talking about?"

"You haven't seen the upgrade you've received yet?" Blackarachnia asked, almost laughing, "I guess you will when I get this helmet off your head."

Dinobot blinked as Blackarachnia removed the helmet, allowing him to see his surroundings. He was chained to a wall above the molten lava pit that the Darkside had crashed into. He could see the causeway that the various Predicons that had come to guard him had walked on. He could see Blackarachnia standing on a platform in front of him, but what was the most shocking thing that he saw was himself.

Dinobot saw that his armor had apparently changed.

"What has happened to me?" Dinobot growled as Blackarachnia freed his arms and legs and pulled him onto the platform.

"You've become a transmetal two, like Megatron, Optimus, two other Predicons, and Cheetor," Blackarachnia answered.

Dinobot didn't answer as Blackarachnia began to pilot the platform away from the levels of the Predicon ship that were directly above the lava field. His body was mostly some shade of white, while there were areas that were brownish in color. His hands had changed. He now only had a single thumb, and his pointer finger wasn't much more then a large curved metal talon. The remaining two fingers on each hand were substantially smaller. His beast mode's tail was still connected to him while it wasn't part of his robot mode before. What had to be his beast mode's hips formed large shoulder guards that sat over his arms. From looking at his reflection Dinobot could also see that one of his optics was shaped like a monocle and had various wires connected to it.

"An interesting change, isn't it?" Blackarachnia smirked.

"Yes," Dinobot answered with a growling sigh, "and I will deal with it once we have returned to the Ark."

Blackarachnia nodded. Dinobot the remembered something that Blackarachnia had said earlier.

"You said Cheetor was a transmetal two now?" Dinobot asked.

"Yes," Blackarachnia answered, "You and he walked into quite a situation. Megatron was activating two stasis pods as Predicons with the transmetal driver. For some reason, Megatron had the device sending energy down from the bottom of his lab. Cheetor got caught in it and it changed him into a transmetal two. Megatron was able to activate both protoforms though, and both are transmetal twos. I saw both of them leave with Megatron when I got here. How you became a transmetal two is the real question."

"I was hit by an energy beam while trying to shut off the driver itself," Dinobot answered.

"Cut its power cables with your optics did you?" Blackarachnia teased.

Dinobot only growled in response.

"What are you doing here?" Dinobot asked finally.

"Rescuing you," Blackarachnia answered simply.

"Remember that my original affiliation is with the Predicons," Dinobot answered slowly, "No Predicon would make an effort to free captured Predicons, especially without a more important objective to obtain that just happened to be in the area. Optimus, Rapther, and the vermin might be willing to try something like this to rescue me for their own reasons, but to you, or to myself, I would be a secondary objective. What is your true purpose for being here?"

"I wished to recover my old stuff from the Predicon base," Blackarachnia answered, although sounding somewhat nervous, "I had some experiments of my own that I wished to recover."

"I see," Dinobot sighed slowly, and stepped off the platform onto the solid steal flooring of the 'ground' level of the Predicon base.

The two began to slowly walk through the base toward an exit, and they were nearing it when two figures stepped out to block them. One was fairly tall and mostly red in color with a set of drills for fingers on one hand while he had two flame throwers mounted on its other forearm. The other was shorter and a mix of yellow and black and had a pair of dart launchers on the underside of its wrists.

"Ah!" the red one announced, "The traitors work together to try and destroy the colony! They will burn!"

"Waspinator hate lizard bot and female spider bot!" the other added.

"Slag," Dinobot cursed.

Elsewhere

Cheetor leaped at the new Terrorsaur just after he fired his blaster at Megatron. While the Predicon tyrant was launched several feet backwards, Cheetor was successful in knocking the transmetal pterodactyl down and getting to cover before the other Predicons could realize what happened and fired back at him.

"What in tarnation?" Quickstrike gasped as he fired a few shots after Cheetor, "That sounded like the Maxi's kid."

"Not 'like'," Rampage replied and fired a barrage of missiles after the transmetal two cheetah, "IS. That is Cheetor."

"The real question should be how did he become a transmetal two?" Tarantulus added.

"It doesn't matter who he is," Scorpinok snarled, shoving Tarantulus aside, "He opposes Megatron and will be destroyed."

Megatron was beginning to pull himself up as he saw the rest of the Predicons he had brought with him begin to move on Cheetor's position, a few of them already firing their weapons.

"How dare that kid get a cheap shot at me?" Megatron snarled aloud.

Megatron's optics widened when he heard another voice behind him.

"Actually, I told him to take a cheap shot at you," came Optimus's voice, "No one dared him."

Megatron turned to see Optimus Primal and most of the other Maximals with him. Silverbolt was already in the air while Rattrap, Rapther, Depthcharge, and Rhinox stood around their commander.

"So, this is your pathetic attempt at a trap, Optimus?" Megatron growled, "I must say, I'm almost impressed. Terrorsaur, destroy their flyers!"

Terrorsaur immediately halted his attack on Cheetor and took off into the air, flying hard and fast at Silverbolt. The Maximal fuzor fired his wing missiles, but they did practically no damage to the transmetal two Predicon. Optimus watched as the new Predicon tackled Silverbolt, driving him out of his field of view.

"Depthcharge, help Silverbolt," Optimus ordered, "The rest of you, help Cheetor with the rest of the Predicons. I'll deal with Megatron."

Optimus then pivoted on one foot and punched Megatron, knocking the Predicon tyrant against another tree. Depthcharge watched as Optimus and Megatron engaged in battle, briefly, before taking off and flying after Silverbolt and the new Predicon. Meanwhile, Rhinox moved forward from his position toward the group of Predicons that couldn't fly.

"Come on, we got to deal with the others!" Rhinox said in an urgent voice.

Both Rattrap and Rapther nodded. Rapther angled directly toward Cheetor's position where the Maximal feline was pinned down by both Rampage and the second new Predicon. As she got closer, she leaped into the air and landed on Rampages shoulders, knocking the large Predicon down.

"Come to play have you?" Rampage questioned, "And how would you like to be destroyed?"

Rapther only answered by blasting him at close range with her rockets. Cheetor, meanwhile, continued moving as quickly as he could, dodging and firing when able. The other new Predicon fired missiles from both inside its pincers and from its tail. All of them were guided, and Cheetor had a hard time dodging all of them, and he taken a few shots already. He blasted back at the new Predicon with his blaster, but it ducked behind a tree and Cheetor missed.

Tarantulus moved forward, in the hopes of engaging Rhinox. The rhinoceros transformer was the oldest and weakest among the Maximal forces, and Tarantulus, already frustrated by being chased out of the valley wanted to inflict some torture. But before he could even get close, he was pelted by a series of energy blasts. He turned to see Rattrap standing on top of a fallen log.

"Goin' somewhere, eight-legs?" Rattrap asked.

"Stupid rat," Tarantulus growled as he drew his gun and fired on Rattrap.

"Aw," Quickstrike groaned as he fired a cyber-venom blast at Rhinox, "I get stuck with you."

Rhinox dodged one blast before another took him down to one knee.

"I wanted to take on some one tougher," Quickstrike continued.

Rhinox simply lifted up one of his chain-gatling guns and fired on Quickstrike as the Predicon fuzor got close to him. Quickstrike was forced to take several steps back, and had suffered some damage from the fire.

"You're not as tough as you think," Rhinox commented.

Megatron quickly recovered from Optimus's initial attack and threw a stream of fire from his dragon's head hand at the Maximal commander. Optimus blocked the attack with the extra armor he had on his forearms, but that gave Megatron time to get up and grip the same arm in his dragon's head hand.

"You can not win," Megatron said firmly, "Your cat is the only other transmetal two with you. I have two, not including myself."

Megatron then punched Optimus in the gut, knocking the wind out of him. Optimus only activated the laser cannons that were stored in his chest and fired at Megatron. The blast knocked Megatron off of him.

"Just worry about your current situation," Optimus said back, hoping that his allies would win.

"You will pay for challenging Megatron," the new Terrrorsaur snarled at Silverbolt as he drove the Maximal fuzor into the upper branches of a nearby tree.

"Unhand me!" Silverbolt shouted as he pushed the new transmetal two off of him.

Terrorsaur then dodged two feather missiles that Silverbolt launched at him.

"That'll make it easier for me to destroy you!" Terrorsaur laughed.

The Predicon flyer then activated his own optics lasers and fired them at the treed Silverbolt. Silverbolt barely managed to dodge and get airborne before the tree practically exploded. Terrorsaur had no time to gloat in the fact that he was winning when he was hit by a powerful energy blast in the back. It didn't do much in the way of damage, but it did take his attention away from the Maximal fuzor. He turned to see Depthcharge coming toward him with his shark blaster drawn.

"Ah, the other flyer!" Terrorsaur smirked.

Predicon Base

"Traitors to the Colony!" the now transmetal two Inferno screamed as he fired two massive fire balls at Dinobot and Blackarachnia.

Blackarachnia leapt into the air to avoid the fire blasts, bounced off one wall and delivered a strong kick to Inferno's neck. The blow knocked the ant to the ground. Inferno, however, was not the only Predicon there. Waspinator reacted quickly and shot Blackarachnia at close range with his own darts. The darts exploded upon contact and threw the female spider back and sent her almost immediately into stasis lock.

"Now Waspinator will destroy Lizard-bot!" Waspinator announced aloud.

"Think again," Dinobot growled after he recovered from Inferno's attack.

Before Inferno could help his comrade, Dinobot charged forward and in one single swipe, used one of his talons to slice open Waspinator's armor. Waspinator screamed with pain as sparks flew everywhere. He staggered back briefly and looked down to see a single claw mark cut through his armor. The cut wasn't super deep, did do damage. Dinobot then attacked again with the other talon and literally finished carving an 'X' into Waspinator's chest. The Predicon wasp then fell into stasis lock.

"Was does this always happen to Waspinator…" Waspinator buzzed as his optics dimmed for the time being.

By the time Waspinator had fallen into stasis lock, Inferno had recovered and extended the drills that made his other hand and drove Dinobot face first into the side of a nearby support beam.

"You will die now, traitor!" Inferno screamed, "For the glory of the Royalty!"

Dinobot slumped to the ground and quickly rolled away as Inferno attempted to drive his drills into the Maximal again.

"I think not," Dinobot growled slowly and fired a laser blast from his monocle optic.

The blast threw Inferno against a far wall. Still not fully recovered from his upgrade to being a transmetal two, the ant soon fell into stasis lock as well. Dinobot got up slowly, wincing as he knew that the ant had done some damage to his back. Kicking Inferno's body, Dinobot then walked over to the temporarily offline Blackarachnia. He couldn't leave her here. Mostly because he knew Megatron would likely terminate her, but also as a sign of respect that she had freed him from his own imprisonment.

Carrying the female spider was relatively easy for Dinobot. She was by far smaller, and despite the damage had sustained while captured by Megatron, Dinobot's strength hadn't left him. The route out lead through the Predicon command center. As he walked, Dinobot noticed the computer was monitoring a battle going on to the south of the base.

"Blackarachnia was part of a rescue effort," Dinobot thought, "Or Optimus has his own plans that the spider does not know of."

Dinobot processed the information he had seen on the screen and calmly left the Predicon base.

Elsewhere

Quickstrike fell over backwards as Rhinox hit him again, this time with both of his gatling-chain guns. He had tried to maneuver quickly and get a chance to fire a venom blast at Rhinox, but the large Maximal continued to use trees for cover and never gave Quickstrike a clear shot. As a result of his almost endless attempts to charge the Maximal, he had received fairly serious damage from the bullets that Rhinox fired at him. Quickstrike tried to dodge and get away, but he tripped over a rock and soon fell into stasis lock, unable to withstand the damage he had sustained.

Rhinox watched the Predicon fuzor fall offline and then turned to see the other battles going on near him. Rattrap and Tarantulus were essentially at a draw, as neither could get decent shots at one another, and Rattrap moved around enough that Tarantulus couldn't use his shoulder mounted machine guns on him.

Rattrap fired a short series of pulses at Tarantulus, forcing the transmetal tarantula to step back a few steps. The blasts didn't do much in terms of damaging his opponent, but it allowed the transmetal rat to get behind a large tree. Rattrap heard Tarantulus fire on the tree he was hiding behind with his blaster, and knew he would have to move soon before the tree was knocked down and it crushed him.

The sound of machine gun bullets pelting transmetal armor interrupted his thoughts. He peered around to see that Rhinox had taken a flanking position on the Predicon and was now firing down on Tarantulus. The Predicon spider then turned to fire on the older transformer, knowing that his transmetal armor could easily withstand the Maximal's fire.

"You're a fool!" Tarantulus snorted, "If you think you can beat me."

"Don't count him out yet, eight legs," Rattrap warned as he appeared from behind the tree and fired on Tarantulus.

Rattrap's attack on him knocked Tarantulus to the ground, and still left the Predicon spider under Rhinox's fire. Tarantulus tried to turn and fire back at Rattrap, but several of Rhinox's shots hit his blaster, causing the weapon to explode. The explosion threw Tarantulus into the air and against a nearby tree. The transmetal spider then fell into stasis lock.

"Thanks," Rattrap commented as Rhinox came closer to him.

"This isn't over yet," Rhinox commented, breathing deeply, "There are others."

"Only three more, counting Megatron," came Rapther's voice as the female raptor approached them.

Rattrap turned his head to see that she was carrying Rampage's missile launcher.

"Found yourself a toy, did ya?" Rattrap teased.

"Rampage won't be needing it for awhile," Rapther answered seriously, "Come on, that scorpion transformer has driven Cheetor further east."

Rattrap and Rhinox nodded and soon followed Rapther as fast as they could to try and get behind the other transmetal two that Megatron had commanded. They found that the scorpion transformer had driven Cheetor up a ridge and the Maximal cheetah was taking cover among a group of rocks and bushes. The Predicon did not notice the three Maximals coming from behind him, though.

"Now to see who well this thing works," Rapther commented as she raised Rampage's missile launcher.

Rapther fired off several missile shots before Rattrap and Rhinox opened fire. The missile barrage knocked the transmetal two Predicon to the ground, and Rattrap and Rhinox's fire only added to it. The new Scorpinok tried to fire a missile from one of his pincers at his new attackers when a powerful series of energy blasts hit him in his back.

"About time you guys showed up," Cheetor commented as he fired on Scorpinok with his blaster.

"We were busy!" Rattrap shot back.

Scorpinok struggled to his feet and began retreating immediately. While he outmatched the transmetal two cheetah, he doubted he would be successful against both it and two transmetals and one original. He quickly raised a pincer to his face and opened a communication's link with Megatron.

"I would advise a retreat, Megatron," Scorpinok warned, "Other then Terrorsaur and myself, you are the only one who is still online."

"What?" Megatron screamed over the radio.

Scorpinok also heard the sounds of his commander's battle with Optimus Primal.

"Three additional Maximals have attacked me while I was about to finish of the cat," Scorpinok answered, "Obviously the other members of your faction were defeated."

He only heard Megatron growl into his radio.

"Blast it all!" Megatron roared and then switched his radio to wide range broadcast to contact any conscious Predicon in the area, "This is Megatron to all available Predicons, retreat! Retreat!"

Megatron then switched to his beast mode and flew off in the direction of the Predicon base. He glanced to see Terrorsaur soon appear in the sky behind him.

The Maximals quickly regrouped around Cheetor's position. Both the transmetal two cheetah and Depthcharge, and Silverbolt looked like they had taken more then their fare share of damage.

"Let's not do that again," Cheetor commented.

"We'll probably have to," Optimus sighed, "We still need to rescue Dinobot, and Megatron looks like he was fleeing back to his base."

"And he still has more Preds with him there," Rattrap commented, "Inferno, Ravage, and Waspinator weren't with this group."

"Prime," Optimus answered.

West of the Predicon Base

Dinobot set Blackarachnia down behind a barrier of rocks to protect her from any possible attack. Getting through Megatron's automated defenses had been tough. Despite his birth as a Predicon, Dinobot was a Maximal now, and the auto-guns did register him as such. Because of this, the male raptor was forced to stop several times and deal with each gun with his optic laser. Now that he was beyond the range of both Sentinel and the Predicon base's programmed auto-guns, Dinobot moved to activate his radio to try and contact the other Maximals.

"This is Dinobot to any Maximal out there," Dinobot said into his radio, "Come in?"

There was a brief pause for a few moments before a weak answer came in reply.

"This is Optimus," came the Maximal commander's voice over the radio, "We're on our way to the Predicon base now to get you out."

"You needn't come," Dinobot said slowly, "I have already escaped."

"You escaped?" Optimus asked over the radio.

"Yes," Dinobot answered, and then added, sounding embarrassed, "Blackarachnia infiltrated the Predicon base and freed me."

"So that's where she went," Optimus muttered quietly, not knowing that his radio connection was still functional.

Dinobot ignored Optimus's comment.

"Okay, return to the Ark, Dinobot," Optimus ordered, "We'll meet you there."

"Affirmative," Dinobot answered.

Predicon Base

Megatron was furious at what he found when he returned to the base. Inferno and Waspinator lay offline not far from the command room of the base. Ravage was webbed to the wall in his lab, and had obviously been given a rather large dose of cyber-venom. Dinobot was not in the place where Megatron had left him, chained to a wall on one of the base's lower floors. Three of his followers had been knocked out in the battle to the south of the base, but these were the things that truly infuriated the Predicon tyrant. What made Megatron so angry was the fact that the transmetal driver was missing.

"Security cameras indicate that Blackarachnia freed Dinobot and took the device," Scorpinok reported.

Megatron slammed his fist down on the side of his throne and gave out a frustrated roar.

"What are your orders, Megatron?" Scorpinok asked as he and Terrorsaur approached Megatron's position.

"Terrorsaur, I want you to return to the battle site and recover the three that were knocked out," Megatron ordered, "Scorpinok, you are to get Inferno, Waspinator, and Ravage into a CR tank. I want all of our damaged transformers repaired as soon as possible. We are going to get the transmetal driver back."

The Ark, Later

"This device is truly amazing," Rhinox commented as he looked over the slightly damaged Dinobot, "Do you know where the device is now?"

"No," Dinobot answered simply.

"And it did all this to you after you hit its power cable?" Rapther asked.

"Yes," Dinobot nodded.

"And Megatron upgraded Inferno and Waspinator in the same way?" Optimus asked.

"I can only assume that, yes," Dinobot answered, "They were both transmetal twos when we began our attempt to escape."

"Prime," Optimus sighed, "This whole thing is getting more and more complicated."

"Don't worry, Boss Monkey," Rattrap commented, "Inferno's always been nuts and Waspinator still couldn't beat up wet paper. We'll do well in the end."

"I can only hope so," Optimus sighed, "I can only hope so."

"Meanwhile, after you and Cheetor take some time in the CR chamber, I'd like to examine you both," Rhinox commented, "We need to fully understand what has all happened in regards to this technology."

"Hopefully Megatron gives you the time to perform that analysis," Depthcharge commented.

"I hope so too," Rhinox answered.

To be continued…