Disclaimer: I do not own Beast Wars. It belongs to Hasbro.

Chapter 3: Beast Wars in SPACE!

Back with Waspinator and just before everything goes straight to the pits Waspinator was now awake and admiring his new transmetal form. He was now adorned in black, gold, red, and green colors. The chick-bots would be all over him! But first there was something else he had to take care of first.

"Wazpinator would like his doggy now." Waspinator said with uncontained glee. Vivisect gives a chuckle in response.

"Sorry, but I'm afraid I can't give you that dog." Vivisect said to him.

"What?" Waspinator asks not sure if he heard that right.

"It is another one of my test subjects just like you are. I just offered it to you to get your consent. Something I don't really care for, but the warden will complain if I don't get it." Vivisect shrugs in a 'what can you do?' manner.

"You uzed Wazpinator?" Waspinator said his voice cracking. Of course it would be too good to be true.

"To be fair I use everyone: You, your friend Inferno, Subject 14 the cyber-dog. The progress of science is my sole objective. All of you are merely test animals to reach my goal." He said this so calmly, so politely, without a drip of maliciousness or sarcasm in his tone and somehow that was far scarier then it would have been with those things. Waspinator shook with rage. He was sick of being used! If Vivisect saw Waspinator's growing rage he made no notice of it.

"Please take the patient back to his cell now will you?" Vivisect asks his assistants who nod. "I have some tests I need to do on Subject 14." Hearing this Waspinator's optics go wide.

"Leave doggy alone!" Waspinator said shouting even as the assistants grab him.

That was when a popping sound was heard and everyone turns to see the stasis tubes slide up and dump their contents on the ground.

"Attention everyone this is your not so friendly neighborhood spider Tarantulas speaking." Tarantulas said as his voice came over the ship's intercom.

"Where the slag is he?" said pretty much everyone at that moment or some variation there of.

"I hope everyone is ready for the break-out party! I've left some party favors in your cells for you so go on and have a blast!" Tarantulas said finishing up with a maniacal laugh before shutting off the intercom.

The two assistants didn't even get time to scream before the frilled lizard, frog, locust, and stag beetle pounce on them and rip them to pieces.

"For the revolution!" Iguanus the frilled lizard said with a shout.

"Stop you all belong to me, you are my experiments and I command you to stop!" Vivisect said shouting at them only to be ignored and then finds himself taking a step back as the four transmetal twos begin to approach him with looks of hate in their eyes.

"No he is mine." someone said and an electric blast then strikes Vivisect in the chest sending him to the ground. He looks at the damage to his chest then he looks up to see Waspinator pointing a rifle at him.

"Amazing did the transmetalization process generate that weapon for you? I'll have to make…oh." Vivisect said trailing off as clarity of his situation finally sank in. Waspinator places the rifle right between his optics.

"This might zting a bit." Waspinator said before firing.

Quickstrike had been listening to music when he heard something hit the vent connected to his cell. There was the sound of a laser cutting through metal and the vent grate falls to the ground. A moment later an arachnoid pulling his scorpion legs falls out which is then followed by his snake arm. The snake hisses in happiness at seeing his main body after so long. Quickstrike stands up and walks over giving his old hand a nice pet.

"I could feel ya coming a mile away partner. It looks like that spider is good for something after all." Quickstrike said then connects his hand into the back socket of the snake and then places his left hand in the socket in the scorpion legs. That was when Tarantulas's announcement came over the ship's speaker system.

"Speak of the Unicron spawn." Quickstrike said as he walks out of his cell.

"Freeze you handless freak you're not going anywhere! Not on my watch!" Lock-Up said appearing with another guard and both point their blasters at Quickstrike. Two against two were Quickstrike's kind of odds.

"Freeze? I prefer to burn Maximal." Said a familiar voice. The two guards didn't even get a chance to react before they were engulfed in the fires of Inferno. Quickstrike joins in blasting away with his snake hand.

"Thanks for the save blender-butt, but I could have handled them." Quickstrike said half thanking and half complaining to his fiery friend.

"I'm sure you could have fuzor, but we do not have time. We must find the royalty at once. I don't know what the spider is up to but it is unlikely to be for our benefit." Inferno said and with that the two start down the hallway hurrying past fighting prisoners and guards blasting any who get in their way.

"By Primus no! " Optimus Primal said shouting shouting as he, Cheetor, and Rhinox watch in horror as the defense fleet is blasted by the Triptych's firepower. They could hear the cries of fear and confusion over the comm. channels before they went dead. The ships either destroyed or disabled losing communications in the process.

"Cheetor you're with me. Rhinox get Sentinel on-line and then follow us. We'll need all hands on deck for this one." Optimus said with the utmost hurry in his voice.

"Ready big-bot." Cheetor said with a salute before taking off for the exit with Optimus not far behind.

"Already on it." Rhinox said typing away at his console before getting up and following after them.

"How did he arm all the inmates right under everyone's noses?" Cybershark shouts over the sound of laser fire as he bats away a Predacon with his tail sword.

"Well this is the same Pred that built an underwater railway to the Nemesis and repaired it all by himself." Depth Charge said as he fired exchanges shots with several inmates.

"…Could you please repeat that?" Claw Jaw said looking genuinely baffled by what he just heard. Even Cybershark and the Predacon crab he'd been fighting pause to look over at him.

"Later. We have to get to D-Block and make sure the big Preds stay locked up especially Rampage." Depth Charge said that last part with a dark snarl.

With that said they resume their fight against several dozen Predacons.

Rattrap's group found themselves surrounded from all sides with only a makeshift barricade of tables protecting them.

"Nightglider you know this place better then me where could Tarantulas be to take over the weapons and security systems like this?" Rattrap said to his flying squirrel friend as they duck and return laser fire.

"Only one place: the control room." Nightglider said with a grim tone.

"Which means Warden Sharpetron is in danger! We have to get there quickly." Said Snarl, a Tasmanian devil they had picked up when the rioting started.

"And how do you propose we get there? We're outnumbered six to one. I do not like those odds." Rattrap said before shooting at a Predacon weevil that was coming from behind Snarl.

"Well what ideas do you have wise guy?" Snarl said as he does the same for Rattrap shooting a Predacon earwig.

Rattrap looks around and spies a vent grate along the wall. "The same way the spider did. The vent system." He said to them.

"Alright, but first we have to get there." Snarl said pointing out a problem with that plan.

"No worries I know how to clear a room." Stinkbomb said with a smile. Before switching to beast mode and his friends cover their noses realizing where this was going. Several seconds later they were proven right as the sound of a large fart blew through the room and spreading a terrible stench with it.

"Retreat!" said a Predacon stag beetle grabbing the earwig as he flees from the smell with the other Predacons.

"Well that's one way to win a fight." Snarl said as he and Rattrap pry open the vent grate.

"Eh, Rhinox can blow bigger." Rattrap said in reply before the four start crawling into the ventilation shaft.

With sheer size and strength on his side Torca barrels through dozens of Predacons sending them flying like they were bowling balls easily clearing a path for Blackarachnia and the others to follow.

However a lucky shot from an ion disk to the shin and Torca stumbles, but catches himself on his other foot, but despite being brought down to a knee he was not out yet.

"Get behind me." Torca said to the others as he uses one tree trunk size arm to shield his body and the other to hold up his huge gun to return fire.

On the other end up the hallway were four fuzors with a dozen other Predacons charging the group only to get push back by Torca's greater weapon fire.

Then a red laser beam focuses in on Torca's still working leg then the owner releases a blast of energy that causes the giant to fall over with a cry of pain. Blackarachnia and Silverbolt see a familiar figure emerge from the crowd of Predacons who gives them a low growl while flexing his claws ready for a fight.

Dinobot.

The lovers share a look.

"Oh slag."

Waspinator was currently using the transmetal driver as a ball to play with his new cyber-doggy, who he had decided to name Echo. Well, Echo started playing with it and he was trying to get her to stop.

Of the four other Predacons only Iguanus and Scarem the beetle remain. Spittor the frog and Scourge the locust left to join the riot and bash some Maximals. Iguanus was currently downloading all of Vivisect's research into his internal computer for later use while Scarem was arguing with himself over what to do literally.

"I want to join the fight and slice someone to pieces! / No! I don't want to hurt anyone can we just stay here instead?" Scarem said to himself switching back and fourth between an aggressive voice and a timid voice.

"Beetle-bot have issues." Waspinator said as he observes the exchange.

"This is a mental asylum prison we all have issues." Iguanus said as he continues typing away looking for anything else of use.

Waspinator shrugs at that conceding the point.

Then Waspiantor's comm. crackles to life from a channel he never thought he'd hear from again.

"Waspinator are you there? What the slag is going on?" said Terrorsaur.

"Terrorsaur is alive?" Waspiantor said in complete shock.

"Of course I'm alive and-hold on-Scorponok wants you to know he's alive too and says 'hi', but I'll explain my incredible survival story later. Where are you? We need to get out of here!" Terrorsaur said his voice on the verge of panic.

"Waspiantor is in the testing lab rescuing cyber-animals."

"…Of course you are." Terrorsaur said and you could hear the exasperation in his voice.

"Waspiantor now has a doggy! Her name is Echo! She's so cute and I'm going to love her and hug her forever and ever! Would Terrorsaur like a kitty?" Waspinator said in an over excited buzz that only Terrorsaur who had to deal with his friend on a sugar binge before (several times) could understand.

"Well I suppose-never mind that for now! Scorponok has found a map of the prison and we have your location we'll meet you there. Is Inferno or anyone else with you?"

"Just Waspinator's new friends Beetle-bot and Iguana-bot. And all his cyber-animal friends too!" Waspiantor said the last part with childish glee.

Terrorsaur could be heard giving an irritated sigh before he shuts off his comm.

"Its so fun to mess with him." Waspinator said to Iguanus and Scarem as he cuddles Echo and the three (four?) share a brief laugh.

With nearly sheer presence alone Megatron walks unopposed through the riot. Fellow Predacons keeping their distance and any guards who get in his way are easily knocked aside via his superior size and strength. He had set Dinobot and Rampage loses upon the prison with only the command to not harm their fellow inmates. It wouldn't do to kill potential recruits yesss.

"Royalty we've found you at last!" Inferno said stopping his attack long enough to give his queen a quick salute.

"Howdy boss!" Quickstrike said with a wave before he resumes firing at one guard and then jumping on another. Well the fuzor was clearly having the time of his life.

"Let us make way to the hangar bay and find a ship to make our escape. I have no desire to stay around and see what Tarantulas has in store for us." Megatron said skipping the pleasantries.

"You're staying right here Megatron!" Optimus Primal said as he, Cheetor, and Rhinox arrive on the scene.

Megatron growls in frustration of course the Maximals would come and ruin things. Still why not make the best of the situation? With a smile that promises pain Megatron addresses his enemies.

"Well like I told you when we fought on that mountaintop: if I must die I shall take you with me." Megatron said.

"Let's do it." Optimus said replying with an even tone. This wasn't going to be an easy fight but when had they ever had an easy fight?

Then the six enemies charge one another and come to a massive clash in the middle of the hallway.

Cheetor had switch to beast mode and was going all tooth and claw with Quickstrike the two rolling back and fourth on the floor trying to gain the upper hand.

Rhinox and Inferno had shot one another's guns out of each other's hands and were now just punching each other like some rock 'em sock 'em robots.

Optimus ducks under a stream of fire, then dodges to the left to avoid the ice beam, finally closing in on Megatron he gives him a good right hook to the jaw laying Megatron out and knocking out a tooth.

"What was it you also once said? Tooth to claw wasn't? Tooth meet claw." Optimus said as Megatron growls and gets back to his feet. Primal would pay for that!

Depth Charge had left Cybershark and Claw Jaw behind to deal with the Predacons while he went down into D-Block where his scanners told him X was located. Apparently he has chosen to stay put and wait for him instead of well live up to his name and go on a rampage.

"Come out X I know you're here." Depth Charge said calling out to the darkness around him.

"Of course I am old friend that's why I decided to stay here. So we could fight without any distractions." Rampage said as he emerges from the shadows his rifle and triple barrel missile launcher both in hand.

"Then let's fight." Depth Charge said before unleashing several of his energy disks at his most hated enemy.

Rampage counters with fire from his rifle that causes the disks to explode in a chain reaction. Depth Charge then goes straight for melee charging forward with his tail sword while covering himself with his fins for a defense.

Rampage switches to beast mode and meets Depth Charge head on with his claws.

"I won't kill you old friend. I'll just leave you broken down here. Then I'll go upstairs and see how tasty your friends are." Rampage said then laughs.

Depth Charge eyes narrow in rage and he kicks Rampage in the face to shut him up.

"Not if I put you back in your cage creep!"

When Rattrap and his team arrive at the control room they find the place a mess with consoles and machinery smashed and Sharpetron leaning against the wall in stasis lock or merely knocked out they weren't sure. Snarl goes over to make the sure the warden was ok. After confirming he wasn't in stasis lock he carefully shakes the warden's shoulder to wake him up.

"Warden Sharpetron? Sir? Are you all right? Where's Tarantulas?" Snarl said.

Slowly Warden Sharpetron came around and started to speak.

"Ta-taran-Tarantulas is-is-." He said stumbling over his words.

"Where?" Snarl said.

"Here." Tarantulas said as Warden Sharpetron's body explodes across the room splattering the four with his mech fluid as Tarantulas emerges from within him.

"In the name of my Great Aunt Arcee what the slag?" Rattrap said pointing his gun at Tarantulas only for an arachnoid to land right on the barrel of his gun.

"What?" Rattrap said. Then it starts raining arachnoids as they drop down from the ceiling above the swarm then quickly proceeds to paralyze the four leaving them unable to move, but still conscious. Strange that's not normally how these things work thought Rattrap.

"You're too late." Tarantulas said. Ah, the spider wanted to monologue of course.

"You would not believe how hard it is to get approval for one of these single use mass shifters that let you shrink down and go inside other bots bodies. They burn out after one use. No energy signature involved so perfect for covering one's tracks." Tarantulas said holding a small device in his hand.

"So that's how you've been sneaking around! Right under our noses…" Stinkbomb said with a growl. Well at least they could still talk.

"Yes the good warden was very cooperative once I got inside of him. Anyways, the transwarp cells I've rigged up to the Triptych engines will be sending you all to a painful demise and with the consoles smashed there is no way to stop it." Tarantulas said he then proceeds to laugh maniacally Primus how Rattrap hated that laugh.

"Now to make my exit." Tarantulas said and activates his comm. "Tripredacus Council this is Lieutenant Tarantulas. Mission accomplished please activate the space bridge so I may leave these fools to their doom."

"We apologize Lieutenant Tarantulas, but seeing as you are now a loose end this is goodbye." General Cicadacon said before the comm. switches off.

"What?" Tarantulas said his optics blinking rapidly as he processes what he just heard.

"You, you pieces of slag you can't do this to me! I've served loyally for thousands of years!" It was then he remembers he's on a time limit and hurries to open the door.

"Maybe if I hurry I can get to the hangar and find a ship?" He said transforming to vehicle mode and takes off down the hallway leaving the four Maximals behind. Using this opportunity Rattrap forces himself to move and start pulling the arachnoids off of him. When he was done he contacts Optimus.

"Fearless leader we've got a problem." Rattrap said.

"I'm a little busy right now." Optimus said as he and Megatron wrestle one another in beast mode. Rattrap tells him about what Tarantulas said.

"Tarantulas did what?"

Hearing the name of that accursed spider Megatron actually backs off and transforms to robot mode.

"What is this about Tarantulas?" Megatron said. Optimus seeing Megatron back down replies.

"He's rigged the ship's engines with transwarp cells."

"He could be sending us straight into a black hole or a death world."

"Or worse. Truce?" Optimus asks. Megatron sighs hating it when Primal was right. Granted he hated it when anyone else but him was right, but he knew a truce was the right thing as well so he was still right. So it didn't count.

"Truce." The two-reluctantly-shake hands the two then activate their comm. units and send a message across all channels.

"Attention all Predacons cease hostilities at once! Find Tarantulas and bring him to me! He's trying to kill us all!" Megatron orders.

"Again?" Quickstrike said.

"Attention all Maximals we have a code red emergency. Stop fighting the Predacons we're calling for a truce. Work together to find Tarantulas." Optimus said then turns to Rhinox. "Rhinox get the engine room and see what you can do about those transwarp cells."

"I can take you there." Said a Maximal armadillo name Armordillo.

Rhinox nods twice once to Optimus and then to Armordillo in gratitude and hurries away knowing they could only have moments to spare.

"The spider will either be going there to stop his own scheme or the hangar bay to steal a ship to escape in." Megatron said to Optimus.

"Rattrap did say he said something about the hangar, alright everyone to the hangar bay." Optimus said to the gathered group of Maximals and Predacons.

However, they would end up being too late as the countdown to transwarp was only seconds away. Rhinox wouldn't even get there to see the timer hit zero. As transwarp activates the massive ship jerks knocking everyone aboard off their feet. The space in front of the Triptych began to ripple with blue energy and slowly the ship began to enter the transwarp hole where it vanishes from sight.