Disclaimer: I don't own Transformers, Beast Wars, yada-yada. I own Tolero, Pantha, Orcus, TriDrac and...I think that's all of them...so please, please don't sue me. I'm just an overly obsessed fan girl...

RG: Alrighty then, before we began this chapter, I just have a few things to say-

Pantha: Make it quick. Like snapy.

RG: (Anime mad sign) Pantha. Get. In. The. Fan. Fiction.

Pantha: Fine. (Walks out of room)

RG: Right...anywho, I just wanted to thank RE for reviewing. (Hugs RE) Thankies! Also, I want to warn those of you that didn't that Orcus and Rampage are going to be set free tonight, so you'd better reivew. Also, I know I didn't do as good as of a job on the last chap with spelling, but I have an excuse!

Rampage: Of course.

RG: (Growls and pushes Rampage into a different Fan-Fic) Shut up. Anyways, I was over at my grandmother's house last night and she doesn't have Word, so I had to use Notepad. I tried my best, but the truth is I can't spell work a flip. This time, however, I'm going to do a much better job! I hope...anyways, thanks for reading my rambling and now...onto the story! (Falls) Ow.


Pantha yawned as she put her tools away. The femme looked at the finally repaired body of Terrorsaur and sighed. She shook her head. "The poor Pred. Even he didn't deserve that…" Pantha then turned her optics to the only other living mech in the room, NightScream, who was sitting by his sister's body, holding her hand and shaking. "NightScream…" The feline whispered, walking over to him. "You need sleep. You need to eat. Go."

"Pantha…" NightScream started, "I can't. She's my sister. I can't…I mean…I just can't…"

"NightScream, I understand, but you can't kill yourself. You can't let the grief over take you." Pantha sighed. "Please, go eat something at the least. You haven't eaten since I allowed you to see Midnight…"

"I can't."

"NightScream, go eat. That's an order."

The bat looked at Pantha and sighed. He stood up and gave the cat a look of sadness and walked out of the room towards the rec room. Pantha sighed and looked at Midnight's now repaired body. A few feathers were missing, but she still looked like the spunky little femme that was NightScream's sister. "Poor Night'." The cat said, shaking her head. "I hope he'll be okay…Midnight's death really shocked him…now he won't eat or sleep…"

A growl came from behind Pantha and the femme almost jumped out of her skin. She turned to see Dinobot looking at her. "DB." The Maximal commander acknowledged her friend. "What's wrong?"

"The bug's out of the CR Chamber. He wants to talk to you. He won't talk to anyone else." Dinobot growled as he walked over to Pantha. The Transmetal 2 bot looked at Midnight's body and then at Terrorsaur, "Even that sorry excuse to the Predacons shouldn't have had to suffer through such a painful death…"

Pantha nodded. "I agree with you, Dinobot." She sighed. "Dinobot?"

"What is it?"

"What do you think I should do about this?" the feline pointed to the two bodies, "What should do about that monster that did this to them and pinned Waspinator against a tree? I need help. I can't do this alone."

Dinobot let out a sigh and looked at the two dead bodies that were lying on med bay tables in front of them. He shook his head and let out a growl.


Meanwhile, Cheetor and TriDrac were talking in the rec room when NightScream came into the room. They both looked up and smiled at their friend. "Hey, NightScream." Cheetor smiled.

"You okay?" TriDrac asked, cocking his head to the side.

"Pantha said I should eat something…" NightScream whispered as he grabbed some Energon. "I don't see why…I'm not hungry…"

"You may not be hungry, but your body needs the Energon." Cheetor said, his voice full of concern. "Besides, when you're grieving, you may not feel hungry, but I assure you, your body is hungry."

"How do you know?" NightScream asked as he sat down on a couch, looking at the two mechs.

"You haven't eaten since you saw Midnight's body." TriDrac explained. "Your body definitely needs Energon. You also need to recharge."

"No I don't."

"Yes, you do." Cheetor said, nodding. "You need to sleep. Your beast mode needs the rest. You, yourself, need the rest. You look horrible."

"Thanks, Cheetor, but I'm fine." The bat insisted. "I don't even need to eat anything…"

The two mechs looked at each other and then walked over to NightScream. TriDrac and Cheetor waited for him to stop eating before they picked him up, with the bat struggling and telling them to put him down, and carried him to his room. They placed NightScream down on his recharge berth and walked out of the room, locking the room as they did.

"We're not letting you out until you rest!" The two yelled in the room, standing outside the door, smiling.

NightScream blinked. "That was unexpected..." He sighed and laid down. "Guess I have no choice but...to..rest..." By the time he had finished the sentence, the bat was already deep into a much needed recharge.


Pantha sighed as she walked down the hall. Dinobot's advice hadn't helped one bit. Or did it? The cat shook her head as she reached her destination. Pantha typed a code into the pad outside the door and smiled as the doors open. She walked inside and waited for the doors to close before she finally spoke. "Waspinator?"

The wasp looked up from where he was sitting on a recharge berth. His legs were hanging off the edge and he was swinging them back and forth, but when the bug saw that it was Pantha talking to him, he stopped immediately. Waspinator's bluish optics brightened at the sight of the commander and he buzzed. "Catbot came to see Wazzpinator after all…"

"Why wouldn't catbot, er, I?" Pantha asked, cocking her head to the side. "After all, you asked to see me and I came. You feeling okay?"

Waspinator widened his arms and showed Pantha the scars on both of them and then the ones on his legs. "Wazzpinator fine, but scarzz zztill on Wazzpinator'zz armzz and legzz…"

"Well, at least you're alright. Scars'll fade in time, Waspinator." Pantha smiled as she walked over to the bug. The femme sat down next to Waspinator and sighed.

Waspinator blinked. "Where catbot get markings? Megatron do that to catbot?" He asked, seeing the scar and the bite marks.

"Wha-?" Pantha looked at herself and quickly stood up. She turned her back to the wasp. "Uh…I dunno what you're talking about…what markings?"

Waspinator blinked again. "Catbot not very good at hiding stuff from Wazzpinator…markings on catbot's chest…did wolfbot do that to catbot?"

"Yes, but that's not what we were talking about. We're talking about you."

"Wazzpinator knowzz. Wazzpinator just curiouzz." The mech buzzed.

Pantha smiled at the bug and sat back down next to him. She sighed. "You're scared, aren't you? Of that wolf?" Pantha asked. When she didn't get a reply, the femme sighed again, "It's okay to be scared of him. I am…kinda."

"Catbot is?"

"Yeah. He wants to kill every 'bot on this planet. He almost killed you and me…what he did you, though, was worse than what he did to me…" Pantha shivered. "Are you sure you're okay? I mean, he pinned you to a tree."

"Wazzpinator used to thingzz like that happening to Wazzpinator…" Waspinator shrugged. "Wazzpinator getzz zzlagged almozzt everyday…Wazzpinator learned to deal with it."

"You shouldn't have to. You shouldn't have to deal with getting beat up all the time. Waspinator, you've got to learn how to fight."

"How? Catbot teach Wazzpinator?"

Pantha didn't answer. She sighed and folded her arms, sitting back and closing her optics. After a minute of silence, the femme opened her optics and straitened up. She looked at Waspinator and smiled, a look in her green optics like she had just figured something out. "I've got an idea."


TriDrac sighed as he and Dinobot walked through the forest in beast mode. It was their turn to patrol the forest and TriDrac was nervous. Usually, he went on patrol with someone he could talk to, but Dinobot wasn't a tolerant mech and usually made TriDrac shut up before he could even spit out what it was he wanted to say. The lizard sighed as he hurried to catch up with the dino. "Dinobot?" He asked, looking around.

"I told you we have to take a complete look around the forest before we can go back to the base. No matter what creepy noise you heard that turns out to be a fluffy bunny." Dinobot growled as he sniffed the air.

"Dinobot-" TriDrac started, but was interrupted by the larger lizard.

"Shh! Do you smell that? Or hear that?"

TriDrac stuck his forked tongue out and pulled it back in. "Yeah. Someone's hurt."

"Smells like Orcus…let's go." Dinobot growled before bounding off deeper into the forest.

"What? Hey!" TriDrac yelled as he ran after the Transmetal raptor. "Wait up, Dinobot!"

Dinobot ignored the smaller lizard as he ran. The raptor skidded to a stop, however, when he saw what was in front of him. There, pinned to a large oak tree like Waspinator was, was a large, black bear. Its eyes were closed and it a pained look on its face. Dinobot sniffed the air and transformed. He walked over to the bear and started to sniff it when the bear's blue eyes opened and it snarled. "Get away from me! Now! Don't you touch me!"

Dinobot looked at the bear as he took a step back. TriDrac ran over to the mech's side and transformed. "Dinobot, who is this?"

"I don't know…" Dinobot growled. He held up his hands in a sign of peace. "We do not wish to hurt you. We only wish to help." When the bear snorted, Dinobot sighed. "Did a white werewolf do this to you?"

The bear looked at Dinobot and his eyes widened. "Dino-Dinobot? No. It's impossible!" He gasped. "Uh, yes. Orcus, I believe his name was. He cut into my chest and squeezed my spark so many times…so hard…" Tears came to his eyes.

Dinobot sniffed the bear. "How do you know my name?"

"Worry about that later, please, Dinobot. Just please get me down! I must make sure he didn't kill them! My name is Tolero." The bear said, looking at the two Maximals with pleading eyes.

Dinobot was silent for a minute, and then he spoke. "TriDrac, help me get him down." He growled.

TriDrac nodded as he walked over to Tolero. "Hold on, we're going to get you down. Like Pantha told Waspinator, this will hurt." He said before pulling a knife out of the bear's leg.

Tolero let out a roar of pain, but didn't lash out. He panted and then looked at the two. "I'm sorry. Continue." He said, trying to move his arms.

Dinobot and TriDrac nodded. The two started to pull the knives out faster so they wouldn't hurt the bear as much. Once they had finished, Tolero fell to the ground and laid there for a minute, panting. He finally got enough strength to push himself up and stand up. The bear stumbled once, but then straitened up. "Tell me, is your base close?"

"Yes. You can get repaired there." TriDrac nodded. "You've lost a lot of Energon."

Tolero grinned weakly. "I know. Being a 'plaything' for that sadistic wolf…you loose a lot of Energon when he decides to start 'really having fun' by squeezing your spark." He groaned.

Dinobot motioned for Tolero and TriDrac to follow him. "Come. The Axalon's just up ahead. You can heal there and then tell everyone your story. Speaking of which, why did that psycho let you go alive?"

"I don't know." Tolero said, shaking his head. "One cycle, he was squeezing my spark, the next, he's on the ground, looking at me with wide optics. He didn't touch my spark again after that…"

"I see…" Dinobot muttered.

TriDrac looked at Tolero and then blinked. "There's something familiar about you…I just wish I could remember…" He said softly.

The bear looked at TriDrac as he walked. "Really? I assure you, I've never seen you before." He said, smiling. "You two are Maximals, correct?" He asked, eyeing Dinbot.

Dinobot nodded. "Yes. No matter what you heard, I am with the Maximals. For now and forever." The dino growled.

Tolero nodded. He smiled as the Maximal base came into view. Home sweet home again…The bear thought as the three entered the base, So good to be…wait…though this place looks like home…it is not the Axalon…not the original anyways…

Dinobot walked over to a CR Chamber. "Get in, I'll set it for you."

Tolero nodded and walked into the CR Chamber, still in beast mode. The bear looked around and then sat down as the chamber's doors closed. He sat back and waited for the chamber to do its work, sighing. Even the CR Chambers remind me of the Axalon's. Heh. I guess I really did miss the base a lot if even the chambers remind me of home...


Meanwhile, in the darkest depths of his caves, Orcus sat, thinking about what had happened to him earlier that day when he had grabbed that bear's spark. Something had flashed in his head. It was a memory, but of what, the werewolf wasn't sure. Orcus took a deep breath and closed his optics, sitting in a meditation position. He let out a long breath and concentrated on the memory that had flashed through his psyche. After about an hour of meditation, the memory flashed through his mind again, only this time, not as rapid and much more clearly so the werewolf was able to watch it as if it was his own memory.

Flashback

The scene that was playing out in Orcus' head showed Cybertron before the reformatting. The world was large and completely made of metal. The werewolf would have continued to stare at the world, but the memory made him look at something else. It was a young sparkling, its alt form was obviously was a hover 'cycle, that was appeared to be smiling at another mech, a black mech that's alt form was that of a Cybertronian tank. "C'mon, daddy! Show me more! Please! I wanna learn how to do this too!" She grinned.

Orcus watched as the older mech's black hand took the sparkling's and led her over to a lab. He picked her up and put her on a table. Orcus watched the sparkling's father pull out some tools and start to work on a protoform that was lying on the table. Every once in a while, the mech would turn back to the little sparkling that was watching him with wide optics and a smile on her red face. Both Orcus and the mech chuckled as the mech went back to his work. All of a sudden, the doors to the lab flew open and another mech walked in. Orcus wasn't able to tell what his alt form was, but he knew that this new mech was of great importance because both the sparkling and the person turned to face him, their faces strait. "Yes, Optimus?" The first mec asked in a clam, low voice that said he knew something was wrong.

The mech, Optimus, walked over to the sparkling and the sparkling's father and sighed. "We need to talk. X escaped. He killed…" The mech stopped and looked down at the sparkling. He smiled slightly. "Hello there."

"Uncle Op!" The sparkling said with a smile on her face. She reached up for the mech to pick her up.

Optimus chuckled warmly. He then looked at the first mech in the room. "We need to talk about X alone." Here he looked at the sparkling, a worried look in his optics.

"Right." The black mech nodded, "Ro, why don't you go play with your brother?"

The sparkling's optics dulled, but she nodded and ran out of the room. Optimus sighed and watched her run out of the room. He looked back at the mech in front of him. "X escaped and killed everyone except one person on Omnicron. We recaptured him and he's been sentenced to life on a barren planet. I was ordered to hire a crew to take him there. I'm offering you a spot on that crew, would you care to join?"

The mech nodded, though Orcus knew he wanted to say no. "I will." He said, though in his heart he didn't want to.

Optimus sighed. "I know this'll mean leaving them behind, old friend, but we must get X to some place where he can't hurt anyone."

The black mech nodded again. "When do we leave?"

"Tomorrow. I've already prepared the rest of the crew." Optimus said, sighing. "I know that you-"

Orcus saw the black mech turn away from Optimus, cutting him off, and walk out of the room. The mech looked down and saw the sparkling looking up at him. He picked her up. "I've got to go tomorrow, Ro. Promise me you'll look out for him and you'll be a good girl."

"I promise, daddy." Ro smiled as she hugged the mech.

"Good. Rota?"

"Yes, daddy?"

"If I don't come back, I have something to tell you."

"What is it?"

"I'm not-"

End Flashback

Orcus let out a roar of pain as he fell backwards, now out of the memory. He laid on the ground, panting, until he found enough energy in him to sit up. The mech leaned against a cave wall as he gasped for breath. "That was..." The werewolf paused, trying to find the right word. He smiled when he found it. "Interesting...to say the least...so...that mech was one of the ones that worked on X..."

But that's not what you find interesting, is it? A voice in Orcus' head asked.

"Shut up. I thought you left for good." Orcus growled, knowing the voice was right.

Eh, I decided to stay for just a little longer. I wanted to see how long it'll take these Maximals to kill you... The voice smiled.

"Praesul, get out of my head. Now. I don't want you in my head. So leave." Orcus growled.

Fine. I'll go haunt one of the Maximals. Maybe I'll even tell them how to defeat you... The voice, Curator, laughed before leaving the werewolf's mind.

"They can't defeat me...the only one that could is long dead. The only one that can defeat me...is you, Curator...and I'm afraid that you'll have to die in order for me to die..." Orcus took a deep breath as the voice talked again.

Maybe, brother, but I would rather die again and see you finally die then to stay in this Primus forsaken form, only allowed to talk to the gifted, and watch you kill all these poor Transformers. Curator growled, So don't you threaten me with my life! I'd gladly give it if it'll stop you! After all, who was it that killed me and then trapped me in this form?

"Me." Orcus grinned. "But don't feel bad, brother, I didn't enjoy killing you."

Much.

"That's true. I did enjoy, but not enough to make me do it again." Orcus shrugged.

You're only saying that because when you killed me, I was transported to your mind. You couldn't stand another million years with me in here. Curator sighed. But I will help the Maximals stop you. I won't let you kill this world's Maximals and Predacons like you did the last ten.

"Ah...their screams..." Orcus grinned. He heard Curator growl and then he felt the spirit leave his mind. "Damn brother. He thinks he can stop me? Ha! I'll make sure to find and kill all of this world's gifted before he can bond to their mind and spark like he did mine..."


Tolero sighed as he stepped out of the CR Chamber after about thirty cycles. The bear stretched and let out a sigh. He looked around the room. Dinobot was looking at him, Cheetor was scanning for something and Rattrap was repairing a monitor. Tolero saw Dinobot walk over to him and the bear blinked. "Dinobot? What's wrong?"

"How do you know me?"

"Uh…everyone knows about you…" Tolero swallowed, hoping the dino would buy it.

Dinobot may not have bought it, but he accepted it. He started to walk away, motioning for Tolero to follow him. The bear nodded and walked after the dino. Dinobot glanced at Tolero, "Why don't you transform?" He asked after a minute.

Tolero looked at Dinobot and sighed. "Maximize." He said softly. The bear's head opened up and the front of the mouth went on his front of the back of the head went on his back. His robot head popped up and clicked forwards, his optics were blue just like his beast mode's eyes and he had a small mask over his mouth. His arms and legs lost the fur and revealed that his real legs were muscular instead of the fat bear arms and legs they had been just moments before. Tolero's hands were medium sized, the perfect size for a mechanic or a medic, and his fingers looked nimble, yet strong. Once he had finished transforming, the mech looked at the shocked Dinobot. "This is why I didn't want to transform."

"Er…" Dinobot muttered, shocked. "Follow me. She wants to see you."

"She?"

Dinobot didn't answer. He just continued walking and Tolero followed. The two stopped in front of the training room and Dinobot touched a button outside the door. "Is it safe to come in?" He growled.

A laugh came from the speaker that was just above the button. "Yeah." The female voice panted, "Just finished showing Waspy a few moves. Poor guy."

"Ooh…Wazzpinator sees stars. Wazzpinator thinks stars are pretty…" The bug's voice said.

"Heh. Probably shouldn't have trained him as hard as I did…come on in, DB. Is the mech with you?"

"Yes." Dinobot growled in response.

"Bring him in too."

Dinobot nodded. The doors opened and Dinobot walked in, Tolero close behind. The two saw Pantha standing with her back towards them, looking at an unconscious Waspinator, who was lying on the ground, anime swirls in his optics. Tolero looked at the femme as she let out a laugh and helped the wasp up. "Easy there, Waspy."

"Wazzpinator think zztarzz look pretty…Catbot wanna go outside and zee zztarzz with Wazzpinator?"

Pantha laughed. Her ear twitched and she turned. "Huh?" She turned and looked at the two mechs. The femme's optics widened. "No. Slaggin'. Way."

Waspinator looked up. He looked at the two mechs and then blinked. "Wazzpinator dreaming." He said before falling back down again.

Pantha looked at the unconscious mech and then at Tolero. "Give me one good reason why I shouldn't do the same thing that my bug friend just did." The feline said, pointing to Waspinator.

Tolero blinked and Dinobot growled. "Because you're the leader." He reminded her.

"Ah. Yes. Thank you, Dinobot." Pantha smiled. She then looked at Tolero, "Okay, guys, what I'm about to do will never leave this room. Understand?"

Dinobot looked at Pantha with a look that said "Don't you dare faint" but nodded. Tolero blinked. Waspinator stayed unconscious. Pantha took a deep breath and then glomped Tolero, "You're alive!"

Tolero, who was on the ground and unable to breathe, blinked. He looked at Dinobot and then a Pantha. The mech groaned. "Pantha…I can't breathe…" The bear muttered, trying to get the panther off of him.

Dinobot sighed and looked at the two. "No one outside this room will know about this." He growled. "Such behavior-"

"Shut up, Dinobot!" Pantha grinned as Tolero stood up with her still attached to him. Tolero looked at the femme and pushed her off him gently; Pantha grunted as she fell on her butt. "Ow."

Dinobot shook his head and looked at Waspinator. "How long have you been in here?"

"Half a mega-cycle." The femme shrugged. "But I forgot I wasn't training on of my Maximals and kinda…heh…"

Dinobot shook his head. "You knocked him out in five moves?"

"Yeah…heh…looks that way…"

Tolero looked at Pantha and then at Waspinator. "What is he doing here?" He asked, looking at the two.

Pantha smiled. "Heh. Funny story…" She muttered. "Come on, I'll fill ya in." She grinned. The femme picked Waspinator up. "After I take the bug to his room. C'mon…Tolero…"

Tolero nodded and followed the feline out of the training room. He waited outside a room while Pantha put the wasp on his recharge berth and then watched the femme walk out. "Aren't you going to lock that?"

"Wha-? Naw. He won't break out. He's too scared to try to cross the forest on his own. Plus, I'm helping him out. He's gotta learn how to fight." Pantha shrugged, "Now, come on, I'm sure you've got some questions that need answers, right?"

Tolero nodded. "First off, what happened?"

Pantha sighed. "Why you're alive, I dunno. But if you're talking about why we're on Earth, that's an easy one." She shrugged.

"Then explain."

"Fine." The feline took a deep breath and started to explain everything to the bear.


RG: There. You happy? I spell checked.

Pantha:...

RG: Shut up.

Pantha: I didn't say anything!

RG: But you were thinking it!

Pantha: (deadpan)

TriDrac: (Laughs)

Pantha: Shut up.

TriDrac: Yes, ma'am!

RG: (Growls and pushes the two back into the story) Shut up. Anywho, R&R please or Rampage and Orcus will come for you. And let me just warn you that Rampage is a kitten compared to Orcus. (smiles) So you'd better review.

Orcus: Or else.

RG: What he said. Also, I'm taking suggestions on who to kill off next. Maximal or Predacon. Dodn't really matter. (Yes I said dodn't. So what?)

Rampage: Hey! We're supposed to be the psychos!

Orcus: (nods)

RG: (Growls) Fine. They're the psychos. I'm the weirdo authoress.