NOTE: The end is near! I'm pretty sure the next part is going to be the last one. Anyway, hope this part was worth the wait! Enjoy!

*Part 39: Distractions

The Animorphs were navigating through the ducts in the Predicon base. They were following Jake, who was picking up where he had left off earlier trying to locate Tarantulas' laboratory. Some of the duct looked somewhat familiar from his earlier explorations. Time was short however; Jake had no idea how long the Maximal's diversion would last. How long would it take Megatron to realize what was going on?

"Megatron!" Scorpanok yelled. "The Maximals are outside!"

Megatron rolled his eyes as another explosion hit the outside of the ship's force field. There was certainly no shortage of someone stating the obvious. If Megatron was anything, it was not a fool. He knew full well what the Maximals were up to. And what could be more fun than playing along?

"Scorpanok!" It was Megatron's turn to yell. "I want you to send a message down to Tarantulas. He's going to have company soon."

While Scorpanok was sending the message, Megatron was getting the others out to meet the Maximals. He would play their game for now, it would be amusing.

"Maximals!" Inferno screamed with his usual enthusiasm. "You will buuurrrrrnnnn!"

For the most part, the Maximals were staying behind large rocks and firing at random to keep the Predicons away. It was easy to tell that this tactic did not please Dinobot, but that's not why they were there. Dinobot would gripe and complain no matter what. Though, for once, he was one hundred percent behind this mission. No one could disagree on the fact the Preds with this sort of machine was bad news.

However, the worst news was yet to come. Visser Three was still on his way to the battle scene. He knew what this fight was about and he couldn't stand to the side anymore. No doubt the Andalite bandits were trying to track down the device.

"Megatron is no fool!" Dinobot snarled as he fired at Inferno who was yelling about "the royalty" as loud as he could. "How long do you really think this ploy will fool him?"

"Long enough for Jake and the others to find the device, I hope!" Rhinox replied.

As Optimus surveyed the battle he noticed two Predicons missing. Tarantulas and Black Arachnia were not present. That obviously meant they were still with the device. That was expected but Optimus also noticed that Scorpanok was only just then joining the fight. What had he been doing?

Apparently Dinobot had noticed the same thing because he turned to Optimus and said, "Optimus, I am going to go and assist our human comrades. No doubt Scorpanok was warning Tarantulas and Black Arachnia of their approach."

"And you believe they cannot handle those two on their own?" Tigatron asked.

"They are human," Dinobot snarled, "They do not carry weapons. Tarantulas and Black Arachnia, however, do."

Tigatron gave that statement thought before stating, "I wish to assist the humans as well."

Optimus nodded. "All right, but I can't spare anyone else."

"Dat's fine wit me!" Rattrap said. "Dere's no way I'm sneaking into da Pred base for a bunch a humans."

"I thought you said you liked them!" Cheetor replied in between shots at Waspinator.

"I do," Rattrap said as he ducked to avoid being shot by Terrosaur. "But not dat much!"

Inside, Jake and the others were getting close. They could hear voices now that were not coming from anyone in their group. Everyone had been strangely quiet since they began their newest mission.

One of the voices the heard was male and sounded kind of raspy. The second voice was female and silky. Jake had no doubts what they were talking about; they were trying to figure out the device and how to make it work.

Jake stopped and whispered to the group. "All right, we need to figure out a way to morph and get over there."

"Prince Jake," Ax said quietly, "I believe-ieve-vuh that I can morph my tail and cut us an opening-ing-guh."

"We'll have no guarantee where we'll end up though!" Rachel whispered harshly. "I don't want to drop in on those two robots before I've had a chance to morph."

The voices are further ahead, Tobias said. It sounds pretty quite below us. Ax can cut the hole and I'll fly down to check it out.

"That's too risky, Tobias," Cassie replied.

We don't have much choice, Tobias replied.

Jake didn't want to risk Tobias like that, but he had a point. They were running out of time and options. The distraction outside would only last so long and they were probably nearing the end of their window. He nodded in Ax's direction, which was his silent approval of the idea.

Everyone sat still and silent as Ax concentrated on de-morphing slowly. One of the first things to start to grow was his tail, which was what they wanted. When the blade was sharp enough he cut an opening in the bottom of the duct.

When the hole was made there was no commotion down below in reaction to the sudden appearance of said hole, so everyone assumed that they had found a quiet spot. However, Tobias was still the first one to fly out into wherever the hold led to.

It's all clear! Tobias reported. But I think this is like…a hallway of sorts leading to the lab. I can hear the voices further down.

There was only one question on the minds of those still in the duct. Tobias was on the ball though and answered the question without it being asked.

Don't worry; it's not a long drop to the ground, he said. I think you can all make it without being heard. But you should start morphing as soon as you hit the ground.

"Let's do it!" Rachel whispered as she jumped out of the hole.

One by one, the other Animorphs followed. As soon as they hit the ground they began morphing into their respective battle morphs. Rachel was halfway in bear morph by the time Jake hit the ground. Her face was growing outwards into the distinct muzzle and fur was growing from every part of her body.

Ax, who was fully Andalite again, was keeping on eye on the direction the voices were coming from. So far no problems.

Jake was starting to go to his tiger morph when there was a soft sound behind them. In that moment Jake's heart made a flying leap for his throat and he almost stopped morphing out of surprise.

"Peace," a soft voice purred. "We are here to help you."

As Jake's shifting spine forced him to all fours he was able to turn around to see Tigatron and Dinobot standing behind the group. Jake wasn't going to deny they would probably need help. These Predicons seemed to be much better shots than the Yeerks were, even if there were only two of them at that moment. This mission was too critical to not accept the help.

Everyone ready? Jake asked.

Let's do it! Rachel said again, more enthusiastically.

Outside at the site of the distraction, something else was about to happen. A new figure was about to come into play.

"Optimus!" Cheetor shouted. "Over there!"

Visser Three and the remaining Controllers were racing over the horizon.

Dak, the freed Hork-Bajir, who had been crouched behind a rock until that moment saw the group approaching. He jumped up right away and yelled, "Free or dead!"

The Maximals were uncertain what to do, so they let Dak go. They were slightly more distracted with Visser Three. His appearance was changing and they assumed it was not going to be a good thing.