Hello, bots and cons. Centurion here and welcome back to Dustformers: Season 2. In the last chapter/episode, The Atlesian Military has sent the kids and a unit of soldiers to the small town in Anima to search for the townspeople only to find absolutely zero clues relating to their disappearance.

On another note, the kids have conversations with each other regarding working with the Atlas Military considering their families and freedom are being threatened unless they divulge any information about the Transformers.

In the end, a little girl named Lily is found in the bank vault but she runs off and is calmed down by Nora. After that, the townspeople have apparently been found. Is it the townspeople though, or is it really something worse?

Let's see where this goes in Insecticon Swarm Part 3!


*Anima. Barnhouse. Just Outside Small Town. 15:00 pm*

The Atlesian Military unit and kids had just reached the barnhouse. Apparently, it was a little further from the town than anticipated. When they got there, they saw the damage done to the structure. There were were no more fires starting, though there was a big hole in the ground. "What the hell do you guys think dug this?" Private Spyke asked with a raised eyebrow.

"I have a bad feeling about this, guys." Private Rayne shuddered.

"Why do you say that now, Private Rayne?" Corporal Weir asked.

"W-Well..." Private Rayne stuttered. "I-I hear chittering of a sort. Lots and lots of chittering."

"Come on, Cassie." Specialist Flora said, a little exasperated. "This sin't the first mission we've been on where something seems to be bad, but then turns out to be okay."

"I know, I know." Private Rayne acknowledged. "However, the chittering..."

"I'm sure it's nothing, Private Rayne." Captain Prescott tried to assure.

"Captain, I think Private Rayne's opinion deserves some merit." Private Bueller said.

"I agree, sir." Private Spyke voiced.

"Alright." Captain Prescott relented. "We'll go in slowly and be on the lookout for anything suspicious."

"Thank you for listening, sir." Priavte Rayne smiled.

"What about Lily?" Nora asked out of the blue.

"The girl will stay with you, Miss Valkyrie, so see to it that she doesn't get into any trouble." Captain Prescott continued. "Also, see that she doesn't cause us any trouble."

Nora didn't like Captain Prescott's attitude regarding Lily. She was just a ten-year old girl missing her parents and friends. Nora wanted to yell at the man, but knew it wouldn't do any good, so she reluctantly sighed. "Yes, sir."

"Good. Remember that you eight are here only because General Ironwood thinks you have information that may prove useful." Captain Prescott reminded.

Nora lowly growled. Pyrrha put a hand on her shoulder. Nora didn't really have any choice. "Don't worry, Lily. I won't let anything happen to you."

Lily merely nodded. "Alright, people! Time to head in!" Captain Prescott shouted. They all walked into the hole in the ground. Pretty soon, it was almost pitch black. "Turn on your lights, people."

The unit did just that and they saw the tunnel was bigger and deeper than they expected. "Who do you guys think dug this?" Private Garcia asked.

"Not who, what." Weiss thought ominously as they continued down the tunnel. They wound up walking for a few more minutes until they saw something. "Guys, there's a light a little further down!" Yang exclaimed.

"We could see that ourselves, Miss Xiao Long." Captain Prescott deadpanned. "Let us please focus on our mission."

"I agree with Captain Prescott." Sergeant Garcia said. "Let's focus on rescuing the townspeople."

"If there's anything left to rescue." Jaune darkly thought.

When they reached the end of the tunnel, they were slightly amazed at what they stumbled upon. It was not only light underground, but it looked like an insect structure with many pathways in the sides and on the ceiling leading to who knew where. It was like a maze, only no one knew where the end was.

"One can't help but marvel the workmanship." Blake whispered in slight awe.

"Don't touch anything." Captain Prescott said sternly.

"Don't touch anything." Nora quietly mocked which made Lily smile slightly. Seeing this perked Nora up a little.

"Let's look around. See if we can find anything in here." Sergeant Garcia suggested.

"Alright. Spread out." Captain Prescott said. They started looking around for any sign of the townspeople. Lily stuck to Nora like glue with Nora having an arm wrapped around the girl.

Private Rayne and Blake could still hear the chittering. What was it? What could it be? Suddenly, Blake saw what looked like a person. When she checked the person, her eyes widened in fear as she gasped. The person's body was mostly eaten as there was blood on the ground. The poor person's limbs were missing, intestines spilled out, blood all over the body. The others ran to where Blake was and saw the body. Nora instantly covered Lily's eyes. Jaune, Weiss, Ruby, and Pyrrha felt the bile rising but they managed to keep it down. The Atlesian Military unit were mostly unaffected but still shocked at what they were seeing.

"What the hell..." Private Spyke muttered.

"That is gore." Private Bueller managed to keep any bile in his throat down.

"If that's what happened to this guy..." Private Rockwell started.

"Who knows the condition of the rest of them." Sergeant Garcia finished.

"Well, we don't know. It could just be this one person that's like this." Ruby added, trying to keep optimism in the group.

"It's not good to keep optimism in a situation like this. You have to accept any outcome, not matter how dark it is." Captain Prescott criticized.

This caused Ruby to pout and Yang to lightly glare at Captain Prescott who merely shrugged it off.

The chittering became louder and everyone could hear it this time. "What's that noise?" Private Garcia asked.

"Now do you all hear the chittering?" Private Rayne asked rhetorically.

"Yes we do, Private Rayne." Corporal Weir answered.

"Uh, guys..." Private Bueller said as he pointed to the ground. They all looked and saw more bodies littering the ground. Most were partly eaten, limbs missing, guts spilled out, though some looked completely fine.

"Holy shit..." Corporal Weir whispered to himself.

"Agreed, Corporal Weir." Private Rockwell added.

They kept walking around looking for any sign that any townspeople were alive. As they were, Private Rayne's leg was grabbed by a barely alive townsperson. "Y-You a-all h-have to l-leave this p-place." The person uttered out.

"What is it?" One of the grunts asked quietly but the townsperson went unconscious. Suddenly, something large whizzed past the group on the wall. It made a noise, so people turned around to see what it was only to find nothing.

"What was that?" Pyrrha asked herself.

"We've got movement, guys!" Private Spyke exclaimed.

"Talk to us, Private Spyke!" Captain Prescott ordered while slowly moving backwards, his weapon at the ready.

"I don't believe it. We've got multiple readings! Something's down here!" Private Spyke added.

"I think we should get out of here right now." Jaune spoke.

"You are not in command here, Mister Arc." Captain Prescott reminded sternly.

"Hey, he was just making a suggestion." Pyrrha retorted/growled.

While this was going on, one of the grunts was moving backwards, his back hitting a wall. What he didn't see was something crawling in the shadows right behind him with glowing purple eyes. A mere second later, it reached out and impaled him in the shoulder and hip with two of it's legs, making the grunt scream out in intense pain. This caught everyone's attention as they turned to see the grunt being carried up by a robot insect which screeched at them.

"EEEEKK!" Private Rayne, Ruby, and Weiss screamed. "WHAT IS THAT?!"

The grunt being carried up was firing his weapon wildly hooping to hit the robot insect, but instead hit various spots on the ceiling. "Open fire!" Captain Prescott shouted. They unit started shooting at the strange robotic creature, actually hitting it. Mostly, their shots were just annoying it as it just screeched at them in irritation. However, one of the shots hit it's eye which made it shriek in pain and fall back down to the ground. They managed to get the wounded grunt away from the creature as they continued shooting it. After lots of shots fired, the robotic insect fell over, finally dead.

Unfortunately, this was only the beginning as mere seconds later, more robot insects began crawling out of the holes in the wall and ceiling "Oh, no." Blake frowned.

"Guys, get ready!" Jaune shouted. Eight flashes of light in a matter of seconds later, and RWBY and JNPR had their weapons out. The unit looked at them in astonishment for only a few seconds before redirecting their attention back to the growing number of robot insects as they began firing in all directions. Another grunt got slashed across the stomach and was instantly killed.

Ruby ran with Crescent Rose in hand and began slashing through a few robot insects skillfully as they couldn't dodge in time because she was using her semblance. Ruby grinned at her work. However, in the corner of her eye, she saw one of them approaching her from the side. she switched her scythe into sniper mode and fired a fire dust round that hit it straight in the head, killing it quickly.

Weiss used Myrtenaster where she fired ice dust at a few robot insects, hitting and propelling them into a wall. Two of them actually managed to break off their legs that were stuck and ran back at her. She sighed slightly exasperated and used her semblance. Her glyph appeared and protruded more ice spikes, impaling the two and killing them this time.

Blake was simply evading the robot insect attacks. She could somewhat tell that they were growing angry that they couldn't hit her. Blake quietly snickered at this but decided not to have too much fun toying with them and brought out Gambol Shroud. She began slashing the legs of the robot insect's so that they couldn't move and them swiftly slashed their bodies, killing them.

Yang was already going wild with Ember Celica as she was punching the robot insects. "Whoo!" She hollered as she dodged another attack. "Too slow, long legs!" She punched that robot insect in the face, sending it flying into another couple of them, in turn saving four Atlesian Military grunts. She fist-pumped before shooting dust rounds at three more of them, hitting their heads and blinding them for Yang to come in for the knockout punches.

Jaune on the other hand was gripping Crocea Mors tightly and with a dark expression on his face. "Guys, do you really want to do this?" He sarcastically asked. He got his answer when they shrieked. "I was hoping for this. I have a lot of frustrations I need to get out." He yelled and began slashing at them. He actually jumped and stabbed one in the head, it's fluids spilling out onto the floor though a little bit of it got onto his face. Another tried to attack but he simply moved backwards to dodge it. and then directly stabbed it in the body.

"Hold on very tight, Lily!" Nora shouted. The little girl held on as tight as she could as Nora started spinning around swinging Magnhild in hammer form hitting robot insects, actually knocking their heads off. When she stopped spinning, Lily was a little disoriented. "Sorry, Lily." She apologized softly. She quickly shifted her weapon to it's grenade launcher form and shot heart-shaped grenades at a couple of the holes in the wall, sealing them off.

Pyrrha had Milo & Aokuo in her hands, though her shield was a little covered in robot insect fluids as she was using her shield like a boomerang which succeeded in hitting several of the robotic creatures. She then smirked. merely lifting her hand, a black aura surrounded the robot insect and she started flinging it around hitting others knocking others onto the ground. Them, she began firing her weapon.

Ren was busy cutting them up with StormFlower. He was running all over the place as to avoid enemy attacks. He began shooting them now before activating his semblance. The robot insect that was charging him stopped in it's tracks. It began looking around. Ren flashed a grin before stabbing it in the eyes which made it screech in pain.

The Atlesian Military was continuing to shoot the robotic insects when suddenly two grunts' heads were sliced off. Their bodies slumped to the ground, dead and blood was spurting out. "They're emerging from the walls and ceiling!" Private Rockwell shouted.

"We can see that, Rockwell!" Private Garcia screamed back.

"Keep focused, people!" Corporal Weir yelled as he kept firing.

Suddenly, something larger than the robot insects that have been appearing dropped down from the ceiling. It was a purple, black, and yellow Praying Mantis that despite being quiet immediately slammed it's arms to the ground, killing three more grunts.

"That is one big fricking bug!" Private Rockwell shouted moving back a little not noticing something else moving behind him: A purple, black, and yellow Millipede that lifted itself up and went back down on him, intent on stabbing him with it's legs which he was barely able to dodge. He was sweating like crazy but was then shot by the purple, black, and yellow stag beetle. He fell to the ground, dead instantly as there were two large smoking holes in his back.

"Private Rockwell!" The unit screamed.

"Welcome to our hive, hive." The stag beetle breathed.

"THEY CAN TALK?!" The unit screamed at the top of their lungs.

"That confirms my theory when I saw them on the footage." Weiss thought.

"Must you scare them instantly, Shrapnel?" The boll weevil asked.

"It's fun, Bombshell, Bombshell." Shrapnel retorted. "What do you think about it, Kickback, Kickback?"

"I find it interesting that these humans would come down here." Kickback stated.

"Who cares? We have playmates to toy with!" The millipede squealed happily.

"Find your calm center, Thrillipede." The mantis calmly advised.

"Don't be such a spoilsport, Kamakiri." Thrillipede retorted.

"Keep firing, people!" Captain Prescott ordered.

The Atlesian Military unit did just that, but then, the five talking robot insects transformed to their robot forms. Kamakiri's mantis head went to his chest while his legs turned around, and his arms stayed the same. Thrillipede transformed next and her millipede legs became what looked like guns and her head looked like a helmet covering her face with two red eyes while her arms had claws instead of hands. Shrapnel, Bombshell, and Kickback transformed and proceeded to attack.

Sergeant Garcia was knocked into a wall by Thrillipede who was giggling. "Hope you like this, human!" Her legs then started firing at Sergeant Garcia, riddling him full of holes as he couldn't move in time. He didn't even have time to scream out in pain. His corpse fell to the ground which Private Garcia saw and had tears in her eyes which were wide as saucers.

"NNOOO! ORVILLE!" Private Garcia shrieked. She was frozen in place. Kickback nearly succeeded in kicking her to her death, but was saved by Ruby.

"Captain! We have to fall back!" Jaune shouted.

"We are not retreating!" Captain Prescott shouted back.

"Sir! We are clearly outmatched here! We have to fall back, regroup, and restrategize!" Corporal Weir yelled.

Before Captain Prescott could respond however, one of Kamakiri's arms sliced right through his body, his two halves falling opposite directions on the ground. They all had their jaws drop at seeing Captain Prescott, an Atlesian Military officer that survived a couple of gruesome battles get taken out in less than a second. "We have to go now!" Pyrrha screamed. They all agreed and they began to make their exit form the lair. However, five more grunts were trampled to death by Kickback and Thrillipede while two more were killed when Bombshell picked them up and threw them into the ceiling.

With the remaining group, they managed to escape back to the surface, but right after they got up, Yang, Nora, Weiss, and Ruby fired their dust rounds and grenades down the hole, hearing multiple sounds before running back to the town.

Back in the hive, the robot insects were just starting to calm down. "Whoo!" Thrillipede cheered. "That was soooo much fun!"

"You didn't find your center." Kamakiri chastised.

"Will you give her a break, Kamakiri?" Kickback asked.

"These beings were obviously no match for us." Bombshell stated, observing the dead human bodies littering the place.

"We must hunt them down before we're discovered, discovered." Shrapnel suggested.

"We will, Shrapnel." Kamakiri assured. "There's few planes out here where they could hide from us."

*Anima. Small Town. Bank Vault. 17:23 pm*

The remaining group were hiding out in the bank vault where they found Lily. "You okay, Lily?" Nora asked softly.

"Y-Yes." Lily quietly said while giving her a thumbs-up.

Private Garcia obviously wasn't doing well as she had just witnessed her brother being killed right in front of her. "I-I can't b-believe h-he's g-g-gone." She cried quietly.

"What the fuck did we get ourselves into?" Private Bueller whispered to himself.

"We should just bug out and call it a day." Private Rayne suggested quietly with her back turned from everyone else.

"You want to retreat?" Corporal Weir asked with a tone in his voice.

"Corporal! Did you just see what happened?! They took us down like we were kids!" Private Spyke yelled. "What are we even talking about this for?! We can't beat them! We barely made it out of there alive!"

While this was going on, the kids were just sitting away from the unit talking among each other. "So, the robot insects were Transformers. Five of them transformed." Weiss whispered.

"I knew this was going to be a slaughter." Jaune added sadly. "We tried telling them."

"Exactly." Ren said. "They chose not to listen to us."

"At the same time, it is partly our fault as we chose not to give any information." Blake voiced quietly.

"No it isn't." Yang retorted. "We've never seen ones like these before."

"Yang brings up a good point. We have no idea what these Transformers are actually capable of." Ruby finished.

"We have to try and contact the Autobots." Yang pointed out.

"That means one of us has to sneak past them." Weiss reminded.

"Either Ren or Blake. You two are the most stealth based." Jaune said.

The mentioned two looked at each other before deciding. "I'll go." Ren said. They nodded.

Ren used his semblance to sneak past the soldiers and made it to another part of town. He brought out his scroll and called the Autobots, to which Wheeljack popped up on the screen. "Ren! Where have you been?" He asked.

"Keep it down, Wheeljack." Ren harshly whispered. "We just escaped from what looked like a hive of robot insects."

Wheeljack's optics widened. "The Insecticons are here, then. That's not good at all."

"Insecticons?" Ren's eyebrow was raised.

"Long story. However, you didn't answer my question, Ren." Wheeljack reminded.

"We were captured by Atlas and forced to help. They also have our families." Ren slightly growled.

"That's horrible." Wheeljack sympathized. "Why would they do that?"

"To try and extract any information about your race as they can from us." Ren answered.

*Atlas. Atlas Military Headquarters. Temporary Quarters. 18:12 pm*

The families were antsy to say the least as they were worrying about their children. "I swear if they hurt my little valkyrie, I will..." Romulus growled but was interrupted by Kali.

"Getting mad won't solve anything." She said sternly. "Unless we find a way out of here, we have no choice but to wait."

As if on cue, the door was torn open and the three Mini-Cons barged in. "This isn't a way out, Enertox." The Mini-Con with wings deadpanned.

"Well, excuse me, Plutowing. This is a new place to me. What do you think, Leadtread?" Enertox asked.

"What I'm seeing are multiple unknown life-forms." Leadtread pointed.

"What are you?" Li asked.

"I'm not sure we should tell you. For all we know, you're the ones that brought us here!" Plutowing accused.

"They're not." Leadtread cut in.

"How are you so sure?" Plutowing sneered.

"I'm scanning them right now. They were brought here against their will." Leadtread deadpanned again.

"Maybe we could help each other get out of here." Enertox suggested.

"That actually sounds like a plan and I'm agreeing with a talking robot." Qrow pointed out.

"Well, what are we waiting for? Let's go." Taiyang said and they all left with the three Mini-Cons.


Hello, everyone and I hope you liked part 3 of Insecticon Swarm. We've finally gotten to the nitty-gritty of this multi-parter. The kids and Atlesian Military unit have stirred the hornet's nest here underground. Bodies are everywhere littering the ground, save for some who are perfectly fine. Most of the unit have been killed by the Insecticons including most of the grunts, Private Terry Rockwell, Sergeant Orville Garcia, and Captain Wilbur Prescott. The remaining members of the unit are obviously not doing well and arguing with each other on what to do. Meanwhile, Ren managed to sneak out and contact Wheeljack, filling him in on what's happened.

Back in Atlas, the families are freed by the three Mini-Cons that have been wandering around Atlas Military HQ whose names are: Enertox, Plutowing, and Leadtread. As I've said, these three were contributed by cryo threshold: Another OC contributor.

Now, we have two new OCs introduced to the story provided by my newest OC contributor D3ADPOOLK1d: Kamakiri and Thrillipede who have two distinct personalities. Kamakiri is calm and collected while Thrillipede is reckless and excitable. I thank you: D3ADPOOLK1d for your contributions to Dustformers: Season 2.

Author's Notes #1: Another little factoid regarding the Insecticons is that they can eat virtually anything.

Now, as usual, if anyone has any ideas for Dustformers: Season 2, please let me know in the comments/reviews or personally PM me. We've got one more part of Insecticon Swarm to read before anything else, so please enjoy the rest of the ride.