Beast Wars, Season Three

by RebelLionHeart2023

A sequel to my 2nd Beast Wars story. After discovering the Ark, the Maximals must protect the ship from the Predacons wanting to change history & alter the future of their reality. Even now Transformers are becoming Transmetal IIs, to unexpected visitors both on & off world! The 'Key' might be able to unlock a new future. As the war reaches a final conclusion...

10. Chapter 10: Proving Grounds

Greetings dear Beast Wars fans, I know you been eagerly awaiting the next chapter. About 3 to 4 months I'm sure. But I have been working on a lot of projects. But now we're about to enter the next story with some exciting stuff, plus a few extra surprises. It's never easy trying to decide how to present them or who will appear. And this chapter had a lot more focus on a subject I had to research a bit before getting it ready. So let's get ready now, and enjoy…

Oh, one last thing, there's been lots of talk about a "Will I do the 'Lost Episode' script?" topic. And I have the answer to that question…at the very end of this chapter. So enjoy now…

PS. There's been a problem on Fanfiction lately where word is everyone is having trouble receiving their Alerts. The Email alerts aren't working, and though we follow the sign agreement, nothing works. Not to mention, the Stat Alerts aren't showing viewer counts on a rising chart scale (Example being that all of October, while some responses to stories occur, the number remain zero). Hopefully the site's admins will be able to fix the problem, otherwise it's hard for me to know what goes on, and it's worse for dear fans not knowing a new chapter update occurred. So all we can do is hope the site's admins are hearing a lot of us still having problems, and that things will get better. Okay, that's all I wanted to update you on, so now you know...

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Chapter 10: Proving Grounds

The scene opens to a black background, but with some digital green layouts that seem to resemble either mountains or…a pincer claw? Followed zig-zagging pipe structures connecting to something center; almost like a heart? Another digital structure shows a more clear image of joints resembling an arm and spider-like legs while the shoulder emitting a blue and yellow glow change frequency. Then another scene shows what appears to be digital legs with yellow and blue change action of some scan work in progress of the joints. Next scene was some digital layout of the waist with mechanical organs lighting up a bit. And soon we see a digital layout of the chest before stopping at the head which resembles…Blackarachnia.

"Oh. Is my inside as gorgeous as my outside?" Blackarachnia was heard asking; as the digital head was seen on a monitor console and she also gave a wink.

The scene opens to reveal what was going on here in a different chamber structure: with what appears to be a circle table model as an advance alien tech version of a body scan device. We spot Optimus, Cheetor, Mach Kick, Jack-Tool, Shellter, Liepard, Quick-Fix, Jackrabbit and Rattrap gathered around the center where Blackarachnia lay and was rotating. Even the humans from Jeremie, Yumi, Sissi, Ulrich, William, Odd, Aelita, Axel, Tytree, Jin, Elize, Teepee, even Sari and Sora, observe the events playing out. Working the controls was Rhinox, Longrack, Dive-Bomb and Volpex, soon hovering rings in the center display a digital outline of the she-spider.

"Seriously? We're examining you, and that's the first thing you ask?" Volpex raised an eyebrow at the she-spider teasing the crowd for attention.

"A girl's gotta be curious? After all, you gotta make use with what you got." Blackarachnia issued to say on how to have a little fun when it counts.

"Jeremie, what does she mean…use what you got?" Aelita looked to the smart boy for answers but…

"Ah, Aelita, maybe that's best to talk for later…" Yumi cuts in to stop the discussion right there.

"As in, without the boys around." Sissi also joined in to make sure the chat doesn't get any weirder.

"Ha! Don't flatter yourself, eight-legs." Rattrap remarked from hearing Blackarachnia compliment herself. "I seen better circuits than yours on a maintenance bots." The rodent leans down to taunt the she-spider on seeing more gorgeous fembots even from common jobs compared to the Ex-Pred here. "Geeeegh!?" Then the rodent yelped when getting his throat grabbed by a pincer claw.

"One more remark like that and it'll be rat on a stick for lunch." Blackarachnia leans upwards to threaten Rattrap for that remark and what she'll do to him.

"Ahhh…maybe let's not tease when working with a patient." Quick-Fix yelps from seeing this could turn ugly fast.

"Right, else we end up with two patients instead." Liepard rolled her optics on having Blackarachnia, and then go to work on Rattrap.

"Then….help…me here!?" Rattrap struggled to speak with his voice struggling to communicate.

"Now those…" Then Blackarachnia and Rattrap turn when hearing Cheetor speak. "Are what I call lines." Cheetor exclaimed to move his fingers to describe how wondrous Blackarachnia's figure was.

"Uh. Someone get him a kitty treat before he drools all over your computer." Blackarachnia moans to shake her head, as she and a free Rattrap shook their heads at Cheetor's behavior: apparently the young adult cat-bot is still getting through such growing up action which surprised the cadet.

"Cheetor, are you still blind to the fact you're crushing on an Ex-Pred?" Jackrabbit raised an eyebrow at the behavior the cat-bot displays was a bit much.

"What, sure we were enemies, but now we've come a long way." Cheetor exclaimed from being big to not let that difference separate them from knowing another.

"You do know that besides Silverbolt, Aquarius feels you need a check up on your new act on making moves around a fembot who's already spoken for?" Mach Kick raised an eyebrow to remind Cheetor that Blackarachnia is with Silverbolt, and it's best not to try anything funny if one knows what's good for them.

"Knock it of, all of you!" Rhinox was seen cutting the argument down. "We're almost finished." Rhinox issued on nearly being done with his work.

"Yes, anymore of that needless nonsense of discussion will just ruin our day." Dive-Bomb rolled his optics from having endured the chatty of young bots.

That's when the digital image of Blackarachnia was zoomed closer, and then something began to glow red in the stomach area.

"There." Rhinox whispered forth to point at the glowing red object on the display. "That's the shell programming." Rhinox issued on having found the object within the she-spider Ex-Pred.

"Are you certain?" William asked from wanting to know if they truly found the source.

"I think we can trust the smartest bots that know more about Cybertronians then 'we' Earth folks." Ulrich issued on trusting the experts on their work fields.

"Ehhh so that what's keeping Spider-Brain from finding her true, maximal self, huh?" Rattrap leaps down to join next to Cheetor to rhetorically state the cause of such problems: namely the thing that reprogram Blackarachnia from a Maximal Protoform into a Predacon.

"So we're….100 percent certain that's it, right? I mean, don't you got different parts and structures that don't match?" Odd raised an eyebrow to question the topic of that area.

"We ran the test, and that's the only thing that's an outside object not part of the Maximal Protoform design even after she obtain her Beast Mode." Longrack explained the matter on the difference of when they can tell an outside source not of their designs, etc.

Blackarachnia soon leaps off the scan body machine to join everyone looking at the digital frame of the she-spider's structure: and the object they wanted to find.

"Very complex." Blackarachnia pointed to the device to state how difficult the program was. "Hmmm…Definitely me." She hums to find that such a complicated feature matches her mystery persona quite well.

Soon the digital frame display disappeared, alerting everyone of what happened.

"We're finished here." Rhinox issued to those hearing what the big bot was saying. "You can go…Thanks." Rhinox firmly stated on appreciating Blackarachnia volunteering for the studies they needed: the guy began to move off to get some work done.

"What's the matter? Don't you trust me?" Blackarachnia shrug off to tease on why all the secrecy of the Maximals behavior around her.

"Um, well that's not it, it's just that…well…" Shellter was a bit unsure how to explain this…

"Huh. I'll answer fer yah Shellter about the trust issue. About as far as an anvil can jump." Rattrap huffs to look at the she-spider to remark how little one can trust a sneaky deceptive spider. "Clank!/GAaaaugh!?" And again Rattrap yelps from getting his neck gripped by the Blackarachnia's pincer left claw. "Guh-Guh…Course I mean that in the best possible way?" Rattrap made a tiny squawky sound on pleading for having upset Blackarachnia to be in such a dangerous spot.

"Blackarachnia, he was only..." Cheetor tried to calm down the she-spider taking action a little too far but: Blackarachnia pulled her Anchor Launcher out at the cat-bot. "Gulp…Kidding!?" Cheetor swallowed hard and nervously replied with worry with a weapon aim at him at point-blank range.

"Woah-woah, calm down…no need for violence?" Jin yelps from seeing what was happening without warning.

"Yes, just calmly put the weapon…HYEEEEH!?" Tyree tried to stop this but yelps when the she-spider moved her weapon around those that tried to approach her.

"Back off! All of you!" Blackarachnia snapped at those trying to stop her. "I'm tired of tests and secrets, and hanging around this depressing dump." She snapped from having lost her temper from the moment she joined the Maximal side and everything that's happen since then. "And I'm sick of your stupid crush." She then glares and points her anchor shot at a worried Cheetor for being annoying of a foolish crush by a young cadet going through cyber-puberty.

"Blackarachnia, stand down!" Optimus narrows his eyes and shouts in ordering the she-spider to cease this act of aggression.

"Gaaugh-Hhahhh!?" Rattrap gasped to catch his breath as Blackarachnia released him upon orders and lower her weapon.

"You happy now Cheddar-Breath?" Jackrabbit approached to see how Rattrap was holding up.

"Ugh, what do you think Furball?" Rattrap yelped to mutter a squawky voice while rubbing his sore neck.

"I thought I'd proved myself to you Maximals by now." Blackarachnia looked around at those here, feeling that after what she's done to prove her worth still hasn't improved everyone's trust in the Ex-Pred. "Even thought that for a bunch of organic humans, they be at least more accepting." She issued on having thought better of the humans to be more open-minded. "Guess I was wrong." She shook her head to admit no one trusts someone program to be a Predacon.

After that, Blackarachnia was seen walking off to leave the scene. Everyone was sorta recovering from what just transpired.

"Well, that went south real fast?" Odd raised an eyebrow on what just happen.

"Um, will she be alright?" Elize asked a bit concern if everyone is alright.

"She looked really mad, REALLY-REALLY Mad!" Teepo issued with a worried tone on how scary Blackarachnia was.

"Rattrap, call Silverbolt in from patrol." Optimus looks to Rattrap and gave him an order to reach someone who's not here. "Cheetor, you replace him." He turns to issue for Cheetor to take over Silverbolt's job of patrol.

"Be glad to." Cheetor replied off with a somewhat remark tone.

"Everyone else besides the medical and science members, Jeremie and Aelita, we need to discuss a few things." Optimus instructs those he wants to stay behind while dismissing the rest.

Cheetor leaves the area along with Rattrap. They pretty much endured Blackarachnia almost scrapping them. Soon the others like Mach-Kick, Jack-Tool, Jackrabbit, Ulrich, Odd, Yumi, Sissi, Jin, Axel, Tyree, Alise, Teepo, join up with the bots that were almost way over their heads.

"Ha! Predacons." Rattrap huffs to remark on what happen from the behavior Blackarachnia showed. "Who needs 'em?" Rattrap look to Cheetor to brush off a hand on suggesting it's hard to get along with bots like that.

"Not me." Cheetor remarked on feeling that after that scene, he doesn't feel so attracted to Blackarachnia's 'cool bad girl' vibe.

"Come on guys, it wasn't that bad, right?" Mach-Kick tried to be positive, but…

"In my opinion, if nothing was done, it would have been a Bad Day…" Jack-Tool stated on how things could have gone much worse if they weren't stop at it's earliest moment.

"Let this be a lesson, never try anything funny with a little spider that bites back. Got 'em Memorized!?" Axel issued to say while picking his fingers to the head when making that remind statement.

"What do you think they're talking about right now?" Jackrabbit pondered on the events happening right now.

"Whatever it is, only Jer and Aelita are involved. So, any word from the other bots?" William stated while wondering how the other Maximals are doing.

"They're on patrols looking for either the enemy or more pods. Might even find other bots that weren't caught or other Mutants, you never know." Ulrich stated on what is likely happening that the other bots aren't at the fort.

"So then why we be running test on the she-spider?" Jin ponders about the focus on Blackarachnia and her shell core thing.

"Apparently Aelita thinks she might have an answer to defeat Megatron's forces." Yumi stated on knowing what the pink haired girl was trying to achieve.

"Anything they can come up will be a good piece of news." Tytree stated on thinking that if such a plan works can tip the balance of the war.

"Yeah, but trying to figure that out with Blackarachnia, may as well have Megatron be the patient." Sissi rolled her eyes from believing they are having no such luck with the patient.

"Well enough moaning, if the rest of us wanna pass the time, I had Jer work up some nifty new games we can try. It'll help put the spider issue to rest." Odd simply stated on having a thoughtful idea to help ease the tension.

Course while those leaving spoke off their own thoughts about the she-spider, Blackarachnia was actually seen nearby; hiding by leaning against the wall side. Apparently the she-spider overheard the discussion on how the others can't seem to handle her presence for much longer. Soon Blackarachnia transforms into her Beast Mode and scale up the walls. During the time, we see Optimus approach Rhinox, Longrack, Dive-Bomb, Volpex, Shellter, Quick-Fix, Liepard, and the humans Jeremie and Aelita were working near the equipment. Rhinox was on the console that displayed the digital framework of the Shell Program inside Blackarachnia.

"Have you all gotten the data you need?" Optimus asked those on a progress report.

"Comparing what we had from when Dinobot was around, it's clear that he and Blackarachnia are different alright." Dive-Bomb shook the head from knowing the comparison of two different Predacons open up a world of much study of bots born as or those reprogrammed.

"The only major thing is that Blackarachnia was never an actual Predacon, she was reprogram from when she was a Maximal Protoform." Volpex issued on knowing what Blackarachnia original was, but fell victim to the Predacons that got to her first.

"We outta thank Aelita for this." Shellter stated on knowing who to thank for their moment to have such a field to study.

"After our encounter with Hazard, I wanted to see if maybe the best way to win is not by destroying all the Predacons, but by fixing those Megatron took control and made into his army." Aelita explained a theory to help topple the huge number disadvantage.

"It's a big step, and now we have a shot of knowing how the Preds have done this. And we can start with Blackarachnia." Liepard issued from what they learn can be beneficial in the long run.

"That is good to hear." Optimus replied from the news so far that he's heard. "Can you all remove the shell and reactivate her maximal programming?" Optimus turn to those working and ask the big question: anyone would wonder if it's possible.

"Hmmm...It's tricky...And dangerous." Rhinox issued from firmly stating how such a procedure has it's ups and downs. "It could dump her entire core and leave her a blank." He waved off his right hand, issuing that a single mistake would completely destroy the personality of Blackarachnia.

"When he says a blank, isn't that what you describe a Protoform without a Spark?" Jeremie ponders to ask a question on a familiar word phrase.

"Yes, but a blank represents two parts of the three-part protoform system, lacking only a motivating life-force. From different moments, blanks provide replacement bodies when a Transformer is so badly damaged they cannot be repaired; a complete transplant of the injured's spark core will bring a Blank to life, shaping it in accordance to their hard-coded design schematics." Longrack explained the entire case of how a blank body of a new Transformer comes into being and has it's own personality; sometimes even older bots can get new bodies but retain their personalities.

"Like what happen when Tigatron and Airazor join the Axelon Crew. And how Rhinox brought back Optimus." Aelita brought up examples of other bots that underwent similar situations.

"Yes, but in a medical field you must understand. Blanks are a by-product of the protoform-creation process, an example being a lightbulb and what you humans call 'duds' if there is no light active. The same is said for a machine that has yet to be active." Dive-Bomb explains the medical issue of what could happen to a bot if their core is destroyed; the identity of said bot would cease to exist.

"So then for an already active bot like Blackarachnia, her entire being would be gone. She would be no smarter then a drone." Shellter felt overly concern about that; she wouldn't even wish that on her worse enemy.

"Precisely why the process is dangerous." Rhinox stated that everyone was in agreement there.

"And if we do nothing?" Optimus looked at the digital frame to shrug off his shoulders, pondering if they leave the shell alone.

"She'll be a Predacon forever." Rhinox muttered to grimly say that if they don't remove the shell program, Blackarachnia will never be the Maximal she was meant to be.

"Wow, so we have a way to fix her, but it's way too dangerous. So she's stuck as she is." Quick-Fix yelps from finding this a tricky spot of either operate or not to fix the she-spider.

"Right, and it's hard to know how she'll behave the next time unless we figure a way to treat her." Liepard issue on not sure how much they can handle Blackarachnia with her Pred-half programming making it hard to trust her.

"Hmmm…That may be too big a chance to take right now." Optimus hums from feeling that doing such a thing should be put aside until further notice. "Let's find her." He issued on deciding to locate the she-spider.

"Okay!/Roger!" Everyone gave their own replies to that.

As Optimus and Rhinox were leaving the chamber, nobody knew that above them…someone had overheard everything. It was Blackarachnia in Beast Mode, and she was spying to learn everything that's going on.

"So that's how it is." Blackarachnia remarked on learning all she needed. "Nobody's unzipping this girl's core." She shook her head to remark the matter of not wanting to go under such a procedure.

Blackarachnia was seen leaving the chamber area with her mind made up. The scene changes to outside the Maximal Fort, but the camera zooms away from the Blast Doors. Then suddenly a large boulder was seen moving aside, and out of it was Blackarachnia. The she-spider apparently made a secret escape tunnel for such a case. She leaped upwards to land on the ground, and the black spider began to walk off to leave the volcano mountain area and venture into the open valley ahead. But near a rocky cover area, something was seen that peeks up: it was Dinobot II in Robot Mode. The guy's left optic eye zooms out, and a inside optic eye scan showed Cybertronian language and from the center: was Blackarachnia in Beast Mode. He was watching the she-spider going off and away from the Maximal Fort.

"Ahh, the game begins..." Dinobot II exclaimed from how this scene was playing out. "Grugrugrugraaaahh….As I 'KNEW' it would." He snarls to snap on having been ready for this: a day when Blackarachnia would venture off alone and without any Maximal protection. "GAARrrrr-AAArrrrugh!?" Soon Dinobot II transforms to Beast Mode with a roar sound.

Now Dinobot II leaps out of his hiding spot, as he was rushing off to follow after Blackarachnia from a distance: the direction seems to be near the forest area.

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LOCATION: FOREST

The scene changes to a forest with tall trees, a few rocky boulders and hills, plus a clear river water. Suddenly the water was being drain as if by magic and filling some container. On the scene was Tails-Tech in his Fennic Form and using his Aquakinesis to perform the feat. Then popping from the river water was none other then Perceptor in his Mako Shark Form.

"Okay, have you collected enough water now?" Perceptor asked if the task was finished.

"Yeah, this is the last one." Tails-Tech smiled from having almost completed their job.

"That's what you said about the other 12 containers." Perceptor issued on remembering the last few times they did this.

"Well Sonic-Boom has taken some of them and Knuckle-Thrash took the extras. So now it's the last one." Tails-Tech sheepishly smiled from recalling he did promise such things before.

"Right, somehow we need to have some spare clean water on the long run and…" Perceptor was about to say but stopped: his ruby forehead glimmered and his eyes widen. "Something is coming! Let's hid!" He warns Tails-Tech of a possible danger.

Tails-Tech yelped as he accidentally knock the container into the river. Not enough time to act, Tails-Tech transforms into his Fox Form and the mutant used his twin tails to make a copter to help fly. Perceptor trnasforms into his Carbuncle Form and leaps up for him and his friend to get into the air. As the two young mutants hid up in the trees, they spotted who was coming. One can spot Blackarachnia approach the water area before she stopped to transform to Robot Mode. The she-spider took a moment to stop and look around the quiet scenery and approach the river. Blackarachnia kneels down to see the water reflect her image.

"Huuugh…" Blackarachnia signs a brief moment, clearly distracted by what happen back at the Maximal Fort.

"Who's that?" Perceptor whispered from them watching this from above.

"I think it's one of the bots that Ice Bird told us to stay clear of." Tails-Tech whispered an answer on what he recalls.

"Why is she alone?" Perceptor whispered to ask another question.

"No clue?" Tails-Tech whispered back from not knowing much himself.

The mutants didn't realize what was Blackarachnia's reason for coming here but to the she-spider, she replayed what happen to her. During a brief moment of recalling events, a little yellow black stripe butterfly flew pass Blackarachnia. And then the she-spider used her left pincer hand to quickly pin the butterfly, making sure it's alive but it couldn't escape.

"Let's talk about futures - yours, and mine." Blackarachnia looked up to make conversation with the butterfly: at least to get something off the chest. "Mine's gotten complicated." She looked away to state what situation she's gotten herself in. "Silverbolt is every bad girl's dream." Blackarachnia spoke with high praise: there's just something about someone who's all heroic and noble that attracts bad girl's that secretly long for such things. "But his Maximal pals would rather slag me than let me be what I am." She remarked on how among the group Silverbolt belongs to, they don't trust the Ex-Pred and are looking to change her so they don't feel worried about having a Predacon in their band. "So I guess this gig's over...like your future..." She issued on how things end and decided to just…crush the life of a little butterfly.

"Crack…" While Tails-Tech and Perceptor listen on the she-spider's talks, they lean too far that the branch broke a bit. "BREAK!/Woooohh!?" Then the whole branch broke off and they fell downward. "CRASH!/Ooofff!?" They hit the ground directly behind the she-spider.

"HUGH!?" Blackarachnia yelps to look at who was there.

"Um, hi there?" Perceptor sheepishly smile to greet someone he's unsure is either friend or enemy.

"Oh great, it's raining mutant furballs." Blackarachnia tilted her head from seeing who dropped in on her me-time moment.

"Sorry, we didn't mean to drop in. The branch we were on gave way?" Tails-Tech apologized for the sudden drop-in they did without warning.

"So you were spying on me?" Blackarachnia asked with a suspicious tone of voice.

"Well, we were hiding because you came when we were gathering water. We didn't know if there were others." Tails-Tech tried to explain while making it not sound too weird.

"And we certainly didn't mean to eavesdrop on your conversation. But it did sound quote perplexing and we wanted to hear more." Perceptor also tried to explain while not making the situation more awkward then it is.

"You expect me to trust those who kidnapped the Key and work for a Predacon even more hard to handle then Megatron?" Blackarachnia asked from recalling what these two Mutant Transformers did from a certain kidnapping event.

"Um, we're not with the Predacons. After Hazard was lost, Ice Bird took command, and now we're just trying to survive. We're sorry about all that." Tails-Tech apologized for their group's rash actions on what part they played during that time.

"We believed that because we had no Robot Forms, no one would accept us. So we're just trying to get by and find others that wanna live." Perceptor shrug off to admit this, as an outcast bunch of Transformers they are trying to get by even without having Robot Modes like regular Transformers do.

"Hugh, I must be going soft…because I believe your story. And I can relate…" Blackarachnia signs from feeling like she's heard a story like this match up to what she's going through. "It's not easy when others want you to be something you're not or give you much a choice." The she-spider mentions this with some light tone as if being friendly to the young Mutants.

"Grrarr-AAAauurrghh!?" Suddenly a loud metallic growl was heard that alerted Blackarachnia along with Tails-Tech and Perceptor towards the woods: catching only a brief moment of Dinobot II taking cover behind a large tree.

"Woah, who was that?" Tails-Tech yelps from what they saw.

"Dinobot." Blackarachnia muttered as she stood up to recognize the enemy who was stalking her. "Just what I need to let off some 'Real' steam." She issued from seeing the perfect chance for her: she still is upset so now the she-spider has found a way to blow off some steam…by hurting an enemy.

"Wait, what do you mean let off steam? We gotta call in for backup." Perceptor stated on thinking it's too dangerous to mess with enemies when they are so few in numbers.

"Hmmm?" Blackarachnia "Tell you what, who's about you two help me have a little fun with Dinobot, and I might just put in a good word about you to the Maximals and to Aelita."

Tails-Tech and Perceptor did feel guilty for having done something bad to Aelita, she was just an innocent girl and their side treated her like a prisoner. And from what Magmatron did wasn't encounrging on making the girl feel like they were not monsters. After coming to terms, Tails-Tech and Perceptor look to nod in agreeing to the she-spider's offer. With that settled, Blackarachnia looked to the butterfly and let it go while heading off with Tails-Tech and Perceptor following her as the tiny insect flew away.

"Grrruaa-Hhaarrrrh-Haaarrhhh…" Dinobot II growls as he huffs to begin running off somewhere.

But Blackarachnia leaps to grab a tree branch and started to swing to another branch. The she-spider repeated this step to help get higher. Not far behind the she-spider, Tails-Tech used his Copter Tail to fly while carrying Perceptor. Then Blackarachnia stops to look down from her height while Tails-Tech and Perceptor stop behind her and followed her gaze down. That's when one can spot Dinobot II was on the move, rushing through the woods. Blackarachnia moves off to leap and grab a branch to swing to the next and repeat while the two young mutants try to keep up; all to keep up with Dinobot II's movement on the ground.

"GRrruagh-Juuurgh-AAaaaurgh!?" Dinobot II snorts a bit to look around while continuing to run, as if searching. "Grrruh-Haargh-Hhhmmmm…?" He seem to be trying to find something, unaware that Blackarachnia was moving ahead.

Then without warning, a tree rattle before something dropped down: it was Blackarachnia. And behind the Ex-Pred was Tails-Tech and Perceptor as they caught up with Blackarachnia. The she-spider looks around the forest area, but saw no sign of Dinobot II.

"Hey, you two…" Blackarachnia looked to the two Mutants.

"We have names you know? I'm Perceptor and he's Tails-Tech." Perceptor issued on who they are since the she-spider never learn their names.

"Whatever, did you see where Dinobot went?" Blackarachnia rolled her optic eyes while getting to the main point.

"No, we thought you had eyes on him?" Tails-Tech shrug off the shoulders to admit they believed the she-spider was watching.

"Hmmm?" Blackarachnia hums to herself while processing the situation: how could Dinobot be gone so easily.

"GRraar-UUrrorrrhhh!?/Hugh!?" Then a low snarl sound was heard that made Blackarachnia yelp: and around the corner was…Dinobot II.

"Guhahahahahh…" Dinobot II made off with a wicked laughter and wiggled his fingers; surprising the prey that has meant the hunter.

"Yikes!/Woah!?" Tails-Tech and Perceptor yelped backwards to get some distance.

As everyone saw one another, Blackarachnia played it cool as if not feeling threaten. Then Dinobot II quickly turns around and soon ran deeper into the forest. The enemy didn't bother to attack, which really stump many of what was Dinobot II's end game.

"What was that? Why didn't he strike when he caught us by surprise?" Perceptor ponders about the strange act Dinobot II just did.

"It might be his character is a predator, he probably wants to play with us before…well, before ending us." Tails-Tech exclaimed with a worried expression on what to be cautious about Dinobot II's character.

"Well-well, if that's the case…I'm beginning to like you, skull face." Blackarachnia lightly smiled from realizing what the new Dinobot was up to; and felt intrigue by curiosity. "Let's play." She issued on accepting the challenge given to her. "You two, with me!" She turns to give orders to Tails-Tech and Perceptor.

"You sure we should follow after him?" Tails-Tech asked from not sure if that's a good idea.

"Doesn't one of you have the same ability as that monkey kid Odd to see the future?" Blackarachnia asked what the one with the jewel piece does for an ability.

"Well yes, I can foresee things…" Perceptor replied from knowing he can do something like that.

"Good, then that makes you useful. Follow my lead, and you might be given some credit." Blackarachnia issued on ordering those to tag along to help her out.

Now Blackarachnia leaps upwards to begin the chase by taking the high road in the trees. Tails-Tech and Perceptor heard what the she-spider said, and it would be nice if the other Mutants in their group showed them a little more respect. So the two young mutants followed after Blackarachnia on a whim…

"Hmmmm-Hhmmm, Uurrghmmm…" Dinobot was seen huffing as he was trying to get far ahead and away from the she-spider and her little companions: then leaps over a large tree root to hid. "Grrrarrrr?" Then he peaks out to look around if he's been followed.

So far it looked like Dinobot II was not followed, nothing but trees, a few bird calls, and rustle leaves falling from above.

"Hmmmm?" Dinobot II raised an eyebrow, almost uncertain where Blackarachnia could come from: then a leaf fell on his nose. "HMMMM!?" Then after wiggling the leaf off, he looked upwards as if sensing a presense.

That's where from a sunlight, exposed Blackarachnia leaning against a tree while on top of a branch. The she-spider was watching the Transmetal II from above. After Blackarachnia gave a sly wink, she instantly leaps upwards into the trees to vanish from sight.

"Hmmmm…? Grugrugruaaahh…?" Dinobot II snarls to clutch his left hand with some annoyed tone. "SHE stalks ME!?" Dinobot II exclaimed on how the hunter is now being the hunted in this game. "Interesting." Dinobot II lightly taps his chin from finding this game change interesting to him.

Dinobot II prepares to head off to chase after the she-spider: that is until a blue Energon line ensnared the Transmetal II Raptor's tail.

"Hmm?" Dinobot II reacted from a strange feeling around the tail when… "WARRRUUARRRRAAHHHH!?" Then Dinobot II yelps as he was yanked backwards and upwards to dangle in the air. "GRRaarrr…Nuuurah!?" While roaring, Dinobot II looked away from the energy rope at who landed in front of him: Blackarachnia along with Tails-Tech and Perceptor. Course through the Transmetal II Raptor's optic sight and language coding, he was seeing everything upside-down.

"Hugh…Thought you'd last a little longer." Blackarachnia signs a bit with her pincer hands on her waist when remarking about her opponent.

"Grrruuuahhh…" Dinobot II snarls lowly from being taunted for falling into such a simple trap.

"Nice work knowing where he be Perceptor. And nice job carrying overhead there Tails-Tech." Blackarachnia looked to the two Mutants to give a little praise on their effort.

"Um, thanks…" Perceptor replied from thinking that was a compliment.

"I'm fascinated that you can make such a sticky substance of Energon as if it's like spider silk thread? What sort of chemical and transfigurations do you use to…" Tails-Tech was studying the Energon Web and had loads of questions but…

"Later fox, there's one little thing to do when you catch your prey. Even if it's done too soon that the fun is over." Blackarachnia issued to say on having focus on the caught hunter. "Put it out of it's misery even if it's hepless…How boring." Blackarachnia looked away to feel disappointed that the game ended so soon: then prepared her eight spider legs in position.

"MURRARGH!?" Dinobot II gasped upon realizing what the she-spider was planning.

"Bangbangbangbangbang…." Blackarachnia was firing her spider leg machine guns off without warning: but Dinobot II rose upwards to evade the attack which shocked her.

"GRaaa!/SLASH!" Dinobot II used his sharp claw nails to cut the Energon Web thread that freed him. "OOARrrrrrh!" With a roar as he lands, Dinobot II transforms to Robot Mode. "GRaaaurgh!/POW!" With a snarl, Dinobot II fired a charge sphere shot from his left optic eye scope.

"Waaaah!/WOOOAH!?/BAM!" Blackarachnia yelped along with Tails-Tech and Perceptor, as they jumped up or left and right to evade the exploding shot where they were.

"Uuuagh!?" The she-spider landed on the ground while observing what happen. "So much for boring." Blackarachnia looked surprised that her foe turn the tables and almost got her.

"Yeah, I think game over is too soon to call?" Perceptor stated on knowing this did not go according to plan.

"You waste my time with your Maximal tricks." Dinobot II points to the she-spider and holds the torn Energon Web as evident of what was done. "Grugrugraaaagh….Go back to your…WEB!...Coward." Dinobot snarls to toss aside the Energon Web while brushing the she-spider off for her pathetic attempt to stop him. "The same can be said…Grugrugrugruaahh….for you munchins…Do NOT engage in things beyond your abilities!" The Transmetal II Raptor lashed out at Tails-Tech and Perceptor which spooked them a bit.

With enough said, Dinobot was seen walking off to leave the scene. Not even bothered to deal with Blackarachnia after that little scene.

"Uuuuh….Calling me a coward is one thing." Blackarachnia moans to stand up while remarking what she heard Dinobot II say to her. "But NOBODY calls me a Maximal!" She snapped off from feeling insulted by that last comment Dinobot II made about her, an Ex-Pred, being a Maximal.

"What's the big deal? At least we didn't get hurt?" Perceptor tries to look at the bright side of this situation.

"The BIG DEAL, is that he doesn't see anyone here as an equal. The old Dinobot I remembered enjoyed a challenge while rattling the enemy." Blackarachnia remarked on how she recalls Dinobot before this Dinobot II came around; they have some share characteristics one never forgets. "So to his eyes, we're weak. And I hate being underestimated!" She issued on not liking how others treat her like she can't defend herself.

"Maybe we should call it quits, after all we gotta meet up with our friends…" Tails-Tech stated on trying to use logic and reasoning here.

"You wanna depend on them when you can't even stand up for yourselves. Go ahead, me…I have a lizard to hunt!" Blackarachnia narrow her eyes from feeling her boiling rage about to reach a breaking point. "Oh, and just so you know who I am, I'm Blackarachnia…so choose if you're in or out! Cause this spider wants for nobody…" She gave a little statement to the two mutants.

With new determination, Blackarachnia was gonna show Dinobot II just what she's made of. That left Tails-Tech and Perceptor alone to absorb what they heard and to consider what they do: call it quits or dive in.

"I hate to say it, but she maybe right? I mean, look at how some of the other meaner Mutants like Shellshock and King Khan treat Sloth-Bill. Do we really want to be treated like that?" Perceptor issued on thinking about how things won't be easy if some members of their group treat them as expendables.

"No, and our group should treat everyone fair, so why should some of us be treated small." Tails-Tech started to think like that too, maybe it's time they make a name for themselves.

The two mutants had reach a conclusion and decided to follow after Blackarachnia. Now it's time for those being underestimated to show what they got, starting with Dinobot II.

---

MEANWHILE

BACK AT THE MAXIMAL FORT

The scene opens to a monitor displaying a virtual pixel background setting of the Maximal Fort's Blast Doors. Then pixelated versions of Transmetal Megatron and an old version of Optimus Primal before being a Transmetal appeared on the screen.

"Round One - Fight!" A light tone male voice was heard as the characters assume position: like it was a fighting game.

That's when the Optimus Avatar perform an energy force from the hands to blast and injure the Megatron Avatar. The Megatron Avatar threw a kick but the opponent blocked it and Optimus Avatar leaped up to perform a spin kick to harm the foe.

"Big-Bang! Hehehhh!" Rattrap cheered from playing the game on the console monitor. "Ohohoho-Hahah, Oh yeah!" Rattrap cheered as he held a joystick and press buttons; loving this fight game.

"See guys, I told you this game be fun." Odd grins to boast here.

"But you didn't design it? Jeremie, Aelita, and my sister did." Sora raise an eyebrow to say.

"It's okay Sora, it's something nice to pass the time." Sari smiled from not being bothered.

"Hey Cheese-Head! When can I have a turn?" Jackrabbit pops in, wanting to play the game too.

"Just as soon as I beat this!" Rattrap issued from being in the zone.

"You being saying that a lot lately?" Sissi raised an eyebrow to state this.

"Ease up guys, he's on the last level." William stated on being patient here.

During this time, Silverbolt came up from the hatch elevator while looking a bit confused and puzzled. Then he approaches Axel, Tytree, and Jin watching the younger human children and Jackrabbit watch Rattrap play a game.

"Hey Silverbolt, how's it going! Tell me, are the winds feeling great today?" Jin grins to happily greet the noble winged wolf.

"They are, but I'm having some trouble right now." Silverbolt "I cannot find Blackarachnia anywhere!" Silverbolt issued from having trouble finding the she-spider.

"Really, have you maybe forgot to memorize places she likes to be at?" Axel asked from thinking the guy missed a spot.

"Yes, I've check just about all places. I can't even detect her scent here." Silverbolt firmly nods to clarify his answer.

"Oy-oy-oy, you smell if anyone is around?" Tytree raised an eyebrow, finding that answer a bit strange.

Silverbolt approaches the chamber console, and saw Rattrap focused on his fighting game with the little audience. But the Wolf Fuzor pressed a button on the board, which caused the game to turn off and replace with a grid map of the area.

"Tey! What a-?..." Rattrap yelped from this sudden interruption and ruining his game. "Have you slipped your circuits there, Bolt?" The rat turn to complain out loud to Silverbolt, he was winning and now his effort is all gone.

"Forgive me, but I needed to borrow this." Silverbolt apologize to Rattrap for his rashness.

"Well so much for making a new record." Yumi shrug off the shoulder on what went down.

"Yeah, better luck next time Rattrap." Ulrich lightly replied on the poor rodent's misery.

"Yeah but I can't make it back there before my shift starts." Rattrap "Aw, man, I almost cleared the level!? I was one move away from bringing down the final boss!?" Rattrap moans to complain that all his effort went down the drain: now the rat moans in his arms on the console and bangs it.

"Computer, scan perimeter for unit Blackarachnia." Silverbolt ignores the awkward scene and request the system to find Blackarachnia's location.

"Beep-beep, beep…" The green digital grid map made a sound, as it showed a glowing triangle mark with a red center. "Unit located. Moving on vector 7-3-9." The male computer announced to reveal the location of Blackarachnia as Rattrap sat up to rest his head on the right hand with a frowny expression.

"She's headed toward Predacon ground." Silverbolt exclaimed with wide-eye shock of where Blackarachnia was dangerously heading to.

"Uh oh! This spells trouble!?" Jackrabbit yelps from what they heard.

"But... why?" Silverbolt was puzzled, uncertain why Blackarachnia would head towards the Predacons who see her as an enemy.

"HEH! Obvious, ain't it?" Rattrap remarked off to look at Silverbolt as if knowing the answer couldn't be clearer of why an Ex-Pred is going back towards Predacon turf.

"Come on Rattrap, why would she go when she's not the most welcome?" Sissi questioned to bring up a good argument.

"Heh, heck if I know…" Rattrap remarked off from not knowing how such bots think. "I'll tell Optimus..." Rattrap rotated his chair as he prepares to make this report.

"NO!" Silverbolt reach an arm out to stop Rattrap from reporting Blackarachnia's action.

"Hey!" Rattrap looked back to see Silverbolt rest his hand on his left shoulder; keeping him from leaving. "Hands off the metal, sir Drools-a-lot." The rodent remarked on how Silverbolt always gets touchy feeling whenever it concerns the she-spider he loves. "I am NOT in the mood." Rattrap issued on how he's already upset of losing a game he was winning, so he doesn't need this: at the same moment Silverbolt removed his hand.

"I'm... I am sorry." Silverbolt backed slightly away to hold up a left hand to apologize if he was offensive much to the grumpy rodent. "Give me a chance to bring her back." Silverbolt asked as Rattrap cross his arms, as the Fuzor was requesting he get Blackarachnia back before the news gets reported.

"Wise up bird-dog!" Rattrap rotated his console chair to remark this in front of Silverbolt's face. "A Pred is a Pred." Rattrap pointed his right index finger to remind the gullible noble bot that no matter how one spins it: a Predacon cannot change of who they are.

"Oh, perhaps..." Silverbolt lightly replied that in some cases, Predacons can't change who they natural are that makes them differ from Maximals. "But she is my responsibility." He tap his left hand to the chest, issuing that the blame falls on him to watch over the she-spider. "She would not betray us." Silverbolt shook his head from feeling so strongly that Blackarachnia would not backstab them; not after everything.

"Heh! And I hate cheese." Rattrap laughed off to roll his eyes to look away: hardly believing that Blackarachnia could be trusted at all.

"You trusted the old Dinobot..." Silverbolt spoke on recalling once upon a time, Rattrap trusted an Ex-Pred like Dinobot who fought on their side long ago.

"And regretted it..." Rattrap shrug off his shoulders to express having trusted someone like Dinobot. "Heh…More than once." He huffed to mutter how he can't believe he trusted a full on Ex-Pred within the Axelon Crew.

"Come on Rattrap, even you remember that Dinobot wasn't all that bad." Ulrich tries to have Rattrap recall the good they had with Dinobot.

"Sure, you guys fought, but you grown accustom to it." William stated on how even Rattrap got use to Dinobot, might have even been something of forming a friendship.

"Blackarachnia maybe different, but she did help save history from being altered." Yumi points out the major act that the she-spider did when Megatron almost won by altering history.

"Please Rattrap, Silverbolt doesn't want Blackarachnia to get into trouble." Elize pleads with an innocent face to ask honestly.

"Pretty please, Rattrap." Teepo showed with those big puppy dog eyes.

Rattrap was stuck in a hard spot after being told all these things from everyone. The rodent looked to Silverbolt after having remembered of how Dinobot and Blackarachnia share the same fate. Both became Ex-Preds to switch over to the Maximal side. After Dinobot gave his life to save the future, now Blackarachnia also plays a role to where the safety of the future is at stake.

"Heh…All right, you got a megacycle." Rattrap turns away to sign while showing an index finger to how long he's gonna give to have Blackarachnia get back.

"We'll be back sooner." Silverbolt smiled happily to see Rattrap cooperate to help. "Oh, and, Rattrap..." Silverbolt looked at the rodent with one more then to say. "Thank you." Silverbolt rested his hand on Rattrap to thank him for allowing one to help make sure the she-spider doesn't get in trouble.

"Heh!?" Rattrap shrug off to the praises as if they don't mean too much.

Silverbolt was then transforming from Robot Mode to Beast Mode. Afterwards Silverbolt flew off to prepare to find Blackarachnia. The others showed smiles when looking at Rattrap for being so considerate of allowing the noble Maximal to find his love.

"Nicely done Rattrap." Axel grins to pat the rodent's back for being so open-minded.

"Aye, ye be okay even as a smelly rodent." Jin grins happily on how Rattrap is okay in his book.

"Oh boy." Rattrap muttered under his breath when no one was around. "I must have a glitch." He expressed from knowing he's going soft to allow this sort of thing to happen.

"Thanks Rattrap buddy!" Teepo happily said as he flew up to the rodent's face. "NOM NOM NOM!" And then started to CHOW the plastic mouth on Rattrap's face.

"MMMRPHHH!" Rattrap yelped before he was struggling to yank Teepo off. "HEEEEEY! PAWS OFF MY FACE!?" The rodent snapped angry from freeing Teepo chomping on his face.

"Teepo, why did you chomp on Rattrap's face?" Tytree raised an eyebrow, puzzled by this act by the puppet.

"As a sign of affection." Teepo happily stated what the action was.

"Wow, I've never seen Teepo get so close with anyone else before we join everyone." Elize raised an eyebrow, uncertain how this has never happen before.

"Hah, guess you could call that like aTeepo kiss!" Odd shrug off his arms to admit what that act might have been.

"It was?!" Teepo yelped upon having heard this with a surprise and confused expression. "My first kiss was stolen by Rattrap?" Teepo expressed shock by what has dawn onto him.

"Wah-WHAH!? Stolen? That should be my line!" Rattrap yelps from the weird claims of who stole a kiss. "Duuuh…I can't believe I'm having this conversation with a puppet of all things." He groans from realizing he's having an argument against an object.

"Don't be coy, Rattrap." Jackrabbit remarked from teasing the rodent's predicament that seems funny.

"You have to take responsibility!" Elize blushed from thinking about one's feelings.

"Oh, Rattrap…" Teepo blushes to lean against the rodent with some affection.

"Responsibility? Responsibility for what?!" Rattrap yelps from not sure how this situation got so complicated.

Most of the group couldn't help but laugh off at poor Rattrap's little predicament. It certainly was enough to forget some troubles, that's for sure…

---

BACK IN THE FOREST AREA

Now the scene changes around the nighttime around the forest area between Maximal and Predacon turf. And we spot Dinobot II in Robot Mode looking about.

"Nrruuargh-Uuummmm…" Dinobot II snarls a bit while using his left optic eye to zoom in and out.

From Dinobot II's optic vision, it was shown zooming around the trees area. And then the system picked up movement signs to discover Blackarachnia on one of the tall tree branches moving about: apparently tracking to follow Dinobot II. And not far behind the she-spider, the young mutants called Tails-Tech and Perceptor were right behind Blackarachnia.

"Computer." Dinobot II spoke to the system which made a 'beep' noise. "How long, before Blackarachnia crosses into the jamming zone?" It asked a question while keeping an eye on Blackarachnia and where he's leading her.

"10,7 nano-kliks." A female voice was heard answering Dinobot II's question.

Dinobot II seem satisfied while reaching behind his back to pull something from a compartment. It was some strange canister case, but it transformed to reveal some projector.

"Hmmmm…Hmhmhmhm…" Dinobot II hums before letting off an evil cackle. "Now we play…for real!" Dinobot II declared that with the she-spider taking the bait, it's time to step up the hunting stakes.

The projector lens flashed a brief moment as Dinobot II was preparing a little surprise…for his prey.

---

BLACKARACHNIA'S LOCATION

The scene opens around the dark time and within the forest area. And as quiet as it was, there was something on one of the trees. It turn out to be Blackarachnia in Beast Mode, blending in a bit. Then the she-spider leaps off the tree to transform in Robot Mode while making the perfect landing. Then Tails-Tech lands on the ground to undo his Copter Tails and puts down Perceptor while a little tired.

"You alright?" Perceptor asked from seeing his friend seem a bit tired.

"A little tired, we been chasing Dinobot for a long while." Tails-Tech exclaimed from trying to recover a bit from using his tails to fly for a long while.

"Mood... setting...all I need now is my dance partner." Blackarachnia issued on how everything was set, and pulled out her Anchor Launcher from wanting to test it…on someone she wants to vent her frustration on: namely Dinobot II. "Perceptor, any signs of him?" She turns to see if the one that can see the future had any clues.

"Hmmm…I'm not getting anything, but…" Perceptor stated on not having foreseen anything as of yet…

"Hmmmm….?" Then a loud noise alert one to spot Dinobot II in Beast Mode, as it was walking through the forest area: which perk up Blackarachnia's mood. "Huurrraaahh!?" Dinobot II snarls while he was still on the hunt without noticing anything.

"He didn't notice us? Why?" Tails-Tech raise an eyebrow, puzzled why the enemy didn't react on their second encounter.

"Don't talk, just…follow…" Blackarachnia issued on firmly deciding they think later.

Blackarachnia loads her weapon into her launcher, and begins to move out. Tails-Tech and Perceptor yelps before deciding to follow along to not get left behind.

"Huurraaarrrrhh!?" Dinobot II snarls lowly while on the move through the woods

Unaware that Blackarachnia snuck from behind and leans by a tall tree along with Tails-Tech and Perceptor. Peaking ahead, one spotted the Transmetal II Raptor going further into the dark woods. But soon Dinobot II stops to look upwards, which made Blackarachnia roll from behind cover to grip and aim her weapon forth.

"Nuuuagh!?" Dinobot II turns to look at what made the noise.

"Gotcha." Blackarachnia cheered with a sly smile on having got the drop on the predator.

"Pow!" Blackarachnia fired the anchor shot right for the target: but it then went through it! "BOOM!" What happened was that the attack went through and blew up a tree while Dinobot II was…fading out like some holographic image replay.

"Hugh!?" Blackarachnia gasped with wide eyes; she was tricked.

"GRraarurrrraahhhh…" The Dinobot II image growled off before the entire digital holographic image faded out.

"That looked like a holographic projection." Tails-Tech stated on what they were seeing.

"I don't get it, I foresaw we encounter Dinobot here?" Perceptor pondered how the enemy knew when they were so careful; he foresaw encountering Dinobot II but not like this.

Blackarachnia tried to look around, trying to understand if that was a fake, where was the real enemy. Unaware that Dinobot II was behind until a crack twig branch alerted those nearby.

"Whaah!?" Blackarachnia turn around with a gaping mouth.

"Hugh!?" Tails-Tech and Perceptor looked at where the Transmetal II Raptor was.

"RAAAUUrrrrhhh!" Dinobot II roared as he leaps forth behind the trees. "WRAAAAurrrh!" Then upon landing, roared and swung the tail off.

"CLASH!/YAaaak-aahhh!?" Blackarachnia yelps when being hit by the metallic tail and sent flying across a long distance: The she-spider landed on her backside and weapon fell a distance from the owner.

"Hugh!?" Tails-Tech and Perceptor looked too little too late at what came at them next. "CLASH!" Tails-Tech and Perceptor were also knock across by the metallic tail and land away from the she-spider.

"WUUUaarrrrgh!" Dinobot II roared as he transforms from Beast Mode to Robot Mode. "You took the bait well." Dinobot II boasted as he moved to reclaim a hidden projector device: revealing how he planned such an easy trap he sprung. "Grugrugrugruaaah….As I anticipated." He snarls when putting the projector into his back compartment and brought forth his sharpen nail indexes.

Blackarachnia slowly began to shake her head to regain her senses, then notice who's coming…

"WUUARRRrroohhmm…" Dinobot II was slowly approaching with deadly blades, ready to chop a target to pieces.

"GYuuaahhh!/WAAAurrgh!?" Blackarachnia kicks and knock a yelping Dinobot II down as the she-spider stood up.

"Waaaaahhh!" Blackarachnia leaps backwards in the air; preparing to use her machine gun spider legs.

"POW!" But Dinobot II fired a charge sphere shot from the left optic eye: but it missed the she-spider. "Bangbangbangbangbang…." Blackarachnia was firing rapid gun shot rounds to slow down the enemy; but the Transmetal II armor was far thicker and wouldn't be breach so easily. "Ugh!" Blackarachnia lands on the ground by the weapon she dropped earlier; kneels down to pick it up, and was reloading another anchor arrow.

"GRUUOOARrrwwwhh…" Dinobot II stood up to growl in rage against the rebellious she-spider.

"Pow!" Blackarachnia fired her anchor shot but Dinobot II moved out of the way. "BOOM!" The anchor arrow explode by the tree which was causing it to fall down near the battle sight.

"GRooahhh…" Dinobot II growls from preparing to fight while not knowing what was coming.

Blackarachnia looked up to smile on seeing this will stop Dinobot II: but the guy steps away for the falling tree to miss him.

"Uh-oh..." Blackarachnia replied with a worried tone; apparently Dinobot II is far more craftier and smarter then most common Preds to not be so dumb to fall for such tricks.

"Ugh, what happen?" Tails-Tech moans as he slowly wakes up.

"Did we win?" Perceptor asked as he also regain himself.

"Um, not exactly…I think our opponent has proven to be more difficult then expected." Blackarachnia stated from realizing the trouble they've taken on too much for themselves. "Only thing left to do now…FALLBACK!" She yelled that last part for those with her to follow the next step, aka runaway.

Realizing that things were becoming more serious, Blackarachnia decided to turn around and run. Tails-Tech and Perceptor yelped by the action before quickly running or flying after the she-spider. Dinobot II leaps over the fallen tree and begins to chase after the she-spider. Blackarachnia ran near an overgrown root and duck below, Tails-Tech and Perceptor copied and did what the she-spider did.

"GRUOOOARRH!/SLASH!/BREAK!" Dinobot II used his sharp nail blades to completely tore through the root without breaking a sweat and kept his running paste.

"Somehow this isn't as fun as you made it sound like?" Perceptor raise an eyebrow from seeing they are now the ones being chased

"Why don't you stop complaining an do something to HELP!?" Blackarachnia remarked to those that have only complain instead of trying to be helpful.

"Besides my Tail Copter, I need to be near water to use my ability which we're not near. And Perceptor can only use Rough Skin as a Mako Shark as his only defense." Tails-Tech explains that their Beast Modes and Transmetal II abilities are very limited: in short, they are out of their proper element fields.

"Urgh, fine…I'll handle this myself as usual!" Blackarachnia groans with an upset tone that these two mutants don't have what they need now.

"Sorry…?" Tails-Tech and Perceptor apologized for what they lack.

"Bangbangbangbangbang…." Blackarachnia decided to run while having her machine gun spider legs open fire. The shots were not even slowing Dinoboto II down even if some missed and others landed. Blackarachnia continued to open fire to try to slow the enemy down.

"GRAAOORH!/POW!" Dinobot II growled as he fired a charge sphere shot off. "BAM-BAM!" The sphere shots fired destroyed two trees in the area to fall in an almost cross formation. And we see Blackarachnia reloading her anchor launcher to fire a heavier shot when…

"INCOMING!?" Perceptor shouted when he and Tails-Tech yelped to stop first.

"HUGH!?" Blackarachnia stops to gasp from looking up. "WAAAAAaahhhh!?" Blackarachnia screams as she held her arms up as two trees forming an X-shape came down and fell on top of where those being chased stop.

"Hmmm-Hmhmhmmm…." Dinobot was heard laughing wickedly as he slowly approaches the fallen trees.

"Owwww…ugh, ooohhhh!?" We soon see Blackarachnia struggling: she suffered damage on herself while the right pincer hand was stuck underneath along with the legs.

"Ugh…I warn you…?" Perceptor groans as he and Tails-Tech were stuck under each pin side of two tree logs.

"Hmm…next time, warn faster…?" Tails-Tech struggled to break out but no dice at all, they're stuck.

"Grugrugraahh….The Maximals have made you soft." Dinobot II snarled as he ridiculed Blackarachnia's performance as weak for being on the goody Maximals side. "Grugruaaahh…Megatron will change that…" He snarls again when making this remark statement.

"Waaah-AAAArrrrrhhhh!?" Blackarachnia paid little attention to Dinobot II, as she struggled to free her right arm; which was still gripping her launcher weapon stuck under the fall tree log. "Aaahhh-Ooooohhh!?" But the weapon was stuck tight, it was hard to get off.

"After he extracts the access codes for the Ark…" Dinobot II stood over the fallen trees to gaze down at the pin Blackarachnia to issue what Megatron wants from the she-spider. "From your head." He coldly concluded what will be extracted from the she-spider; and to her horror, knew it was not going to be a pleasant experience.

"Ugh, we gotta help her? But these things are too big?" Perceptor groans from seeing at this rate, they're gonna be terminated when the enemy is done with the she-spider.

"Wait, I can't help…but YOU can! Your other form and ability!" Tails-Tech suddenly brighten up from remembering something, which made Perceptor catch on quickly.

"Now, hold still…grugruaaahh…" Dinobot exclaimed with a snarl sound to shake his head. "This WILL hurt." Dinobot II issued that what is gonna happen, will be painful indeed.

"Crack-Crack?" But then one of the logs were showing cracks and breaking apart.

"Hmmm?" Dinobot II looked away from the she-spider of what the commotion was…

"BREAK!/RAARrrrrgh!" Perceptor roared as he broke free of the logs after transforming into his Mako Shark form.

"GRIP!/GRAARRgh!" Dinobot II yelped as Perceptor had a bigger body and bites on Dinobot's left hand. "WHAT!?" Then without warning, Tails-Tech managed to slip out an opening of the less weighted log to grab Dinobot II's right hand. "You think you can restrain me!?" Dinobot II glared at the two mutants thinking they stand a chance.

"No….just distract you!" Tails-Tech issued from knowing what they needed to do.

"GRAARRRGH!" Dinobot II growls as he tossed Tails-Tech to bash Perceptor which caused the Mako Shark to release his grip on the Predacon.

"WAaargh!" At this lucky moment Blackarachnia broke her right pin arm free and aim her weapon forward to be fired.

"POW/BOOM!/GRUUUARRRRGH!?" The anchor arrow exploded at point blank range that sent a wailing Dinobot II off. "DUNK!/GRUUUAARRRh!?" Dinobot II hit the ground on his backside while suffering blue Energon surge reaction from the battle damage. "Hhhmmmm….?" He made a low moan sound as he was unable to move.

"Waarrgh-Uuuugh-hah!?" Blackarachnia struggled to push the two trees off her pin body as she sign with relief. "Pant-pant…" She was exhaling, feeling completely spent from having just make it through that dangerous situation.

"Ugh…now I see why it's harder to fight as a shark on land?" Perceptor moans a bit while trying to get himself off the backside and on his stomach when tossed to the ground.

"Well, at least your Rough Skin broke us free from those logs and kept him busy." Tails-Tech slowly got up to feel glad they had their smarts save them.

"GRRrooaargh…UUuurraahhhh!?" Dinobot II was seen unmoving and his eyes shut; energy surging from having suffered bad battle damage. Until the energy surge faded and apparently the guy was unconscious.

"Nuurgh-Taaaahh!?" Blackarachnia got up to leap over the fallen tree but yelped from still having been damage.

"Woah, easy now…" Perceptor spoke while transforming back into his Carbuncle Form. "We took a nasty hit back there." He tried to explain that they aren't looking their best.

"Yes, but luckily…he took a nastier blow." Blackarachnia issued from knowing who got the worse out of them.

Blackarachnia put away her weapon while seeing if all was well. Around Dinobot II's body, one could see that the exploded battle damage was around the right elbow region spot: metal exposed and circuits seen while smoke came out of it. There was no way anyone would be awake after that damage.

"Blackarachnia to Silverbolt." Blackarachnia turns away to hold her right pincer hand to contact her ally on the com-link channel.

"You're calling for backup now?" Perceptor asked from what the she-spider was doing so suddenly.

"Game's over, and right now I'm in need of assistance." Blackarachnia issued on knowing when it's time to call it quits.

"We better call some help too." Tails-Tech stated on knowing they need some help too.

But while Blackarachnia and Tails-Tech was busy, no one saw a white glowing energy from Dinobot II's chest area. "WOOouuurrrrhhh…." Then a soft but eerie and beastly roaring sound was heard while what appears to be some energy tentacle/serpent thing came from the Spark Chamber. It began to wrap around the damage right arm side of Dinobot II. White energy was flashing as it vibrated the damage section.

"Can you hear me bowser! I'm badly damaged, I need a lift." Blackarachnia issued on her situation and needs help very badly.

"Sonic-Boom, Knuckle-Thrash, we need you to come get us." Tails-Tech tried to contact their friends to hear them.

But while Blackarachnia was having trouble contacting Silverbolt, the energy wrap was seen retracing it's self off the right arm area. The strange substance retracted back into the open Spark Chamber after finishing what it did which was repair the battle damage: a showing that Dinobot II's Transmetal II Abilities were Healing.

"Silverbolt, do you copy?" Blackarachnia called out for the noble Maximal to respond.

"Hey, if you guys are playing a joke, it's not funny. We need help!" Perceptor tried to use his com-link channel to reach any other Mutants.

"Nurragh…Grugrugruaahh…" Dinobot II rose lightly up from being reawaken; and observe the damage he suffered was gone. "Nuuurraaahhh…" Then he growls lowly from recalling who dealt the damage to him while his Spark Chamber closed after accomplishing the repairs.

"I don't understand? Why can't our signals get through? Is there some kind of signal interference?" Tails-Tech pondered of what could be causing problems to not receive a signal.

"Come to think of it, didn't Magmatron and Hazard mention about Megatron having Jamming Towers?" Perceptor tap his chin from recalling what one enemy does to weaken his enemies.

"Jamming Towers!?" Blackarachnia replied from having heard the name which dawn to her. "Oh Great…" Blackarachnia sounded upset upon realizing what's happen. "I let that sneaky lizard lead me right into Megatron's jamming zone…" The she-spider complained upon realizing how foolish she's been to let Dinobot II played her like a fool: unaware that the fallen foe has stood up behind her

"Your first mistake…" Blackarachnia yelps when looking back to see Dinobot II has stood up to lash out.

"What the…he's OKAY!?" Tails-Tech yelps with worry to see Dinobot II stand up.

"How, that was a clear SHOT?" Perceptor argues from having seen one take such a terrible blow.

"But not your last!" Dinobot II threaten that there will be more mistakes to come for his prey. "POW!" Then he fired another sphere shot from the left eye.

"BOOM!/Aaaaahhhh!" Blackarachnia yelped as she jump to evade the exploding sphere.

"POW!" Dinobot II then fires another sphere shot at the other targets. "BOOM!/WOooooh!?" Tails-Tech and Perceptor screamed as the exploding attack caused them to get knock a distance away.

Blackarachnia quickly transformed to Beast Mode upon landing; and began to quickly run into the woods. Perceptor grabbed Tails-Tech before the latter used his Tails Copter to fly them upwards. Dinobot II approached to look around the area, before using his left optic scope eye. He was scanning to find any trace of where the target went. And that's when the red circle zoomed in and the Cybertronain language display readouts. As the she-spider was seen climbing up a mountain hill area over the forest field: Blackarachnia was heading for higher ground to get outside of the Jamming Zone to get help. And joining the she-spider was Tails-Tech struggling to lift him and Perceptor to follow along.

"Hmmm…Your time is done, spider." Dinobot II remarked from knowing it won't be long until he catches Blackarachnia. "And soon, you…and your new friends…will be mine!" He declared on what will befall those aiding the she-spider.

Dinobot II began to head off to the direction of the mountain, preparing to catch Blackarachnia before she can even escape the jamming zone.

---

ELSEWHERE

ABOVE THE AREA

The scene changes to the sky where one spots the forest below and the mountains ahead. Flying over them during the night with only a quarter moon out, was Silverbolt. The noble Maximal was flying around but was having a hard time

"Oh, my tracking array is useless in the jamming zone." Silverbolt felt concern from knowing the tech can't work when in a Predacon Jamming Zone: hence to prevent Maximals from communicating with one another. "Must return to basis." He issued on deciding if technology can't help, one must rely on natural skills of tracking.

Soon Silverbolt looks around before diving down towards the forest area. Wasn't long before the Wolf Fuzor stuck the landing around an area that seem disturbed by unknown forces. Silverbolt began to sniff the air, using his canine nose to help in finding a scent.

"I have her scent!" Silverbolt issued from having detected Blackarachnia.

But as Silverbolt was sniffing the air, he suddenly became alert to something…

"And another one…sniff-sniff…no, two more…they smell different, like a strange…mutation?" Silverbolt sniffs the air before determining that he's picked up the scents of the mutants; Tails-Tech and Perceptor. "Blackarachnia must have come across them, but which ones…I heard there were some that were more cooperative then others?" The Wolf Fuzor was uncertain how to make out the scents.

That's when Silverbolt sniffs the air again, only to realize there was another surprise…

"Wait, it's faint but I have something…it's another one alright, a foul one..." Silverbolt issued from sniffing another scent; a dark and evil type.

Silverbolt sniffs the air once more, but his eyes were shot wide open…

"Dinobot!" Silverbolt issued from recognizing the scent belonging to Dinobot II.

That's when Silverbolt immediately flew off to find Blackarachnia. If Dinobot II was near the area where Blackarachnia was last located, then the she-spider could be endanger.

---

MEANWHILE

BACK AT THE MAXIMAL FORT

The scene changes to an old video game style of a point gunner game, only with a blaster. The game shows Maximal logos on the left and right doors before opening to reveal a hallway. Then moving down something came out which resembled the Beast Mode of Waspinator before his Transmetal upgrade. The game blaster fired and the Game Waspinator made a moan cry like the real thing. The player moved on to encounter more Game Waspinator Enemies to blast off.

"Yeah-Hoho!" Rattrap was heard cheering as he was taking out the game baddies. "Ohoho, that does it!" Rattrap cheered as the camera zooms away to show the game played on the monitor screen: and shows the rodent using a joystick controller. The human kids and teens were around to watch the new game in action.

"After giving up that fighting game, now he's lock in a shooting game." Yumi stated on what has change since before.

"Why use multiple Waspinator copies?" Sissi ponders about using so many of one enemy as a game character.

"Ehh, who else is better and fun to shoot at then the wasp bot himself." Odd shrug off to simply state on how it's funny to take down an easy enemy: so they went with the funny Predacon.

"You better give me a turn this time Rat-Face!" Jackrabbit snapped from not having her turn last time.

"Pipe Down! I'm almost there!" Rattrap issued from just getting around the next few parts of the game. "Hehe…Prepare to die..." Rattrap declared as he was completely in the game.

The human teens only shook their head or sign. Apparently when not endanger of the Beast Wars…even certain bots can lose themselves by playing video games. They aren't so different from Earthlings liking to pass the time with something fun.

"Rattrap!" Then appearing nearby was Optimus calling the bot's name.

"Haaaahhh!?" Rattrap gasped with a shock expression: just before turning the game monitor off and turn his chair to face his leader.

"Optimus…" Axel looked as surprised as the others; they have a bad feeling about this.

"Hey, fancy seeing you here at this hour?" Jin sheepishly smile on trying to not seem suspicious.

"Guys!?" Then arriving afterwards was Aelita followed by Jeremie.

"Jeremie, Aelita…wow, looks like everyone showed up?" William exclaimed on seeing just about everyone was here.

"Never mind that, there's something going on that's called our attention." Optimus issued on wanting to settle something else at this time. "Where's Silverbolt and Blackarachnia?" Optimus went ahead to ask where those mention are.

"Oh, ah…" Sari felt unsure how to answer that.

"Well…" Sora seem unable to answer right away.

"I, ah, thought they were...in the lab..." Rattrap shrug off his arms to say this nervously; just as Rhinox, Dive-Bomb and Longrack walk near the rodent. "Yeah…with you! Hehe?" The rodent pointed to Optimus and tried to pretend to laugh innocently at the matter but no dice.

"Guys, why aren't you saying anything?" Jeremie looked to see the others act a bit strange.

"It's…kinda a long story?" Axel shrug off his shoulders to admit a small truthful fact.

"One where it looks like the gig is up?" Ulrich remarked on how they can't lie their way out of this.

Rhinox activated the console monitor to display a green digital grid map to help scan where those missing are.

"There's no sign of them on the scanners." Rhinox stated that the system can't find Silverbolt and Blackarachnia anywhere around their turf. "Internal or external." When Rhinox said this, Optimus raised a suspicious eyebrow.

"Ehhh, does that mean…?" Tytree yelps from having heard that piece of news.

"Uh-oh…I think we're busted!?" Teepo yelps upon realizing they're caught.

"Teepo!?" Elize covered her puppet's mouth but it was too late.

"Optimus to Silverbolt, come in immediately." Optimus held up his right wrist to use the com-link channel to contact one of their Maximal units. "That's an order!" He gave a strict tone on wanting an answer without any delay.

But the response everyone got was static and fuzz buildup. Which did not bold well for when someone doesn't report in.

"They must be in Megatron's jamming zone." Rhinox held a right hand to issue where those missing are currently at: enemy territory.

"Why would they venture that far?" Dive-Bomb raise an eyebrow, puzzled by such an act.

"That is a very good question." Longrack held his chin to try to figure out the answer but came up with none.

"Locate them and let me know as soon as you do." Optimus ended the com-link to order those here to find their comrades and update him.

"Optimus, maybe Jeremie and I should join you to. I feel like something must have happen that they could be in trouble." Aelita request that she and Jeremie help to aid in the search.

"Hmmm, I'm not sure? The hour is night, enemies could appear without warning." Optimus felt a bit uncertain to allow the two children to tag along.

"Don't worry, Aelita and me have been learning how to be careful on night patrols with the others." Jeremie assured Optimus on them not being so easy to beat if a night battle happens. "Besides, if everyone is guarding the fort, you might need backup." The smart boy assured Optimus that it's better to have any extra hands available when needed.

"Alright, then try to keep up." Optimus nods his head to allow Jeremie and Aelita to come.

Optimus then jumps into the air, and began to make mechanical noise while transforming from Robot Mode to Flight Mode. After that Optimus took off without a second delay and left the other Maximals and human allies behind to work at the Command Center. Jeremie summoned a cloud to ride and Aelita summoned her Angelic Wings, and both followed after Optimus' lead.

---

MEANWHILE

AROUND PRED TERRITORY – FOREST REGION

The scene reopens around the mountain hill area over the forest when it's still dark outside. The camera zooms around to spot a damaged Blackarachnia hiding behind a big boulder. The she-spider had her launcher and a larger size anchor arrow missile for her weapon to be loaded.

"Hmmm?" Blackarachnia turns to notice someone approach and had her machine gun legs aim forth.

"Woah-woah, it's us…" Perceptor yelps to say when he and Tails-Tech landed with the latter exhausted.

"Sorry, thought you were Dinobot." Blackarachnia disengage her secondary weaponry after apologizing. "Hey two-tails, I'm thinking if things go south, can you fly us away?" She asked from trying to think ahead on another escape route.

"Hugh…I'm afraid not. That last battle hurt my tails, I'll need time to recover. I just barely got me and Perceptor here, so escaping with more weight would only lead to us falling." Tails-Tech sadly explained he was not in the best condition to fly around for a while.

"And we really underestimated the enemy, if he can still keep going after that last major hit, he's a real monster." Perceptor stated on how Dinobot II revived himself, it's scary to think he's unable to stay down.

"Ahhh…Don't know how Fang survived my venom either…" Blackarachnia issued on feeling that Dinobot II managed to recover after a point-blank shot should have left any bot out of action. "But a triple dose should drop him." She waved her loaded anchor weapon launcher, ready to unleash a more powerful blast compared to before.

"Wow, triple the power output by increasing the size and supplying more explosive energy charges…that might just do the trick." Tails-Tech came to examine the she-spider's weapon to determine what she used to make it extra powerful.

"Hugh, didn't think that there were too many Mutants as smart as you two shown? And you did help me out of a jam earlier." Blackarachnia issued on after having spent time, she sees these two mutants were alright.

"Well if worse comes to it, I may have to fight as a Mako Shark that's big in size then as a small Carbuncle that foresees events." Perceptor shrug off his shoulders to admit there's only some good abilities he can do depending on his form.

The she-spider had a little smile on her face, apparently after surviving a deadly hunt, these two Mutant Transformers weren't so bad. Now Blackarachnia secured her weapon and leans by the boulder, preparing if the enemy should show up at any minute.

"Thank Primus I found you!" Silverbolt's voice was heard which made Blackarachnia shocked and surprise.

"Uh-oh!? Another enemy?" Perceptor yelps from hearing another voice.

"Quickly! Hide before he notices us!" Tails-Tech issued as he and Perceptor went for cover.

"No…I know that voice, and it's someone who can help." Blackarachnia exclaimed to explain to the worried young mutants on who the voice belongs to.

Landing by the large boulder was Silverbolt in Robot Mode, and he rest his hands to his waist. Posing the heroic figure while unknown heroic trumpets were heard in the background to set the mood on Silverbolt's entrance. Blackarachnia was completely spellbound that the Wolf Fuzor showed up just when she needed rescuing the most. Tails-Tech and Perceptor hid behind the boulder, uncertain if Silverbolt was truly a friend while recalling the she-spider's words.

"Nothing to say for yourself, eh?" Silverbolt issued from noticing how silent and quiet Blackarachnia was of his showing up to help.

But while Silverbolt was talking, something was behind the boulder behind the Wolf Fuzor: Dinobot II.

"GROOUUArrrrgh!?" Dinobot II came out growling at seeing more targets with a glowing optic eye scope.

"Yes….DUCK!" Blackarachnia replied before she shouted that last part and duck out of the way.

"Huh?" Silverbolt looked back puzzled about what Blackarachnia said now.

That's when Dinobot II charged his red laser point from the topic scope eye and fired a blue sphere energy shot.

"BAM!/GUUuuaah!?" Silverbolt was dumbfounded as the blast impacted his right shoulder and knock him to the left side. "CRASH!/AAuuuuh?" Silverbolt landed on his backside from the blast he endured.

"WOOUUARRRGH!" Dinobot II roared as he leaped in the air over the fallen Fuzor.

"Guuuagh!?" Silverbolt yelped when Dinobot II landed to have him pin down.

"GRrraarrgh!" Dinobot II roared as he pin his hands on the Fuzor's arms.

"Uuuagh!?" Silverbolt yelped as he was being restrain and pin down. "Huuuagh-Ugh, aaahhh!?" Silverbolt tries to get himself free with little success.

Blackarachnia managed to look back to see the noble Maximal was in trouble; big time. Tails-Tech and Perceptor watch from behind the boulder, observing a Maximal and Predacon battle.

"GRRAAoowww!" But as luck had it, Silverbolt used his eagle legs to push a yelping Dinobot II off him. "CLASH!/UURRoooahhh!?" Dinobot II roared from smacking against a nearby boulder; at the same time, caused the projector he had to come out by accident and became active.

"Hmmmm-Nuurhh?" Silverbolt slowly rose himself up, trying to regain his balance. "Uurrah!" He held a Feather Mace to prepare to throw it as an exploding missile.

GRrroaarrrrhh…./POW!" Dinobot II growls as he had his left scope eye glow with a red laser tracker before firing another blue sphere. "BAM!" That explosive attack knock Silverbolt's weapon away from his hand as it surprised him. "GROOOUUARRRH!" Dinobot II roared as he struck against the Fuzor with his bladed nails.

"GUuuaagh!?" Silverbolt dodged but fell on the ground on his backside again. "Guuuagh!?" Then Silverbolt yelped when Dinobot II's foot pin his chest down; keeping him pin. "DIIizzzz…/Ugh, OOrhh-Uuugh!?" Suddenly a red laser beam was burning right on the struggling forehead of Silverbolt.

"Grugrugrah…" Dinobot II snarls as Blackarachnia watch the guy was harming Silverbolt with his left optic scope's laser feature. "Hmmm…Submit now, or bid GOODBYE to the object of your twisted affection." Dinobot II snapped on wanting Blackarachnia to surrender or he will end Silverbolt here and now.

"UUUrrah-AAAuurrhh!?" Silverbolt was in agony, as if feeling the laser almost breach his forehead. "Hmmm…AAaurrgh!?" Silverbolt turns to look with worried concern eyes at Blackarachnia. "Ugh-Aaaahhh!?" He tries to reach a hand out, as if trying to say something to the she-spider.

"Uh-oh, I don't need my Telepathic Visions to tell me how this could end?" Perceptor yelps from watching this behind the boulder on what's about to come next on the poor Wolf Fuzor. "Should we help?" He looks to Tails-Tech if they should move in.

"Wait, maybe Blackarachnia has a plan. We gotta wait and see how this plays out." Tails-Tech stated on thinking that maybe the she-spider might have a way they can win even in this hopeless situation.

Blackarachnia was torn, feeling that at this rate Silverbolt will lose his head, literally and permanently. But so far Blackarachnia has found out that Dinobot II is far tougher then the she-spider could ever be, his Transmetal II body and power make him almost impossible for a normal non-Transmetal bot to win against. Even if Blackarachnia has Tails-Tech and Perceptor hiding on standby, they couldn't do anything against the toughness Dinobot II packs that outclasses them. That's when the black she-spider decided to step in, and prepared her spider gatling gun legs loaded. Silverbolt watched as if believing that his love was going to fight back to save him, but the laser was becoming dangerously close to piercing his skull frame.

"Bangbangbangbangbang…" Blackarachnia open fire her rapid machine gun rounds. "GYAAAaahhh-AWWwoooowwwwooo!?" But Dinobot II stepped out of the way and Silverbolt suffered the damage instead as he rolled across the field until he was on the backside again: afterwards Blackarachnia cease firing.

"Ugh…/Waaah!?" Perceptor and Tails-Tech gasped upon not seeing that action coming.

"THIS... is between Predacons!" Blackarachnia snapped on lecturing Silverbolt that this issue will be settled between her and Dinobot II: Predacons, not Maximals.

"Hmmmm?" Dinobot II hums to look at Blackarachnia with intrigue interest of what transpired.

"Uuuuagh…" Silverbolt moans as his entire body was damaged; as he was unable to get up from both the physical blow…and a mental type as well.

Now with Silverbolt having lost conscious, the camera zooms around the mountain hill top. Where Dinobot II and Blackarachnia stared off after having dealt with the Maximal. Tails-Tech and Perceptor watch behind the boulder, still in shock of what happen that the bot who was helping them was taken out by a suppose ally.

"You surprise me." Dinobot II issued from looking at the handy work Blackarachnia did to her Maximal ally who came to help her. "Grugrugruaah…Perhaps…there is some Predacon left in you after all." Dinobot II exclaimed to compliment Blackarachnia not having lost the vicious part of Predacon programming in the she-spider.

"I'm through with the Maximals..." Blackarachnia waved her arms out declaring she's done being on the Maximals side. "But I can't go back to Megatron either." Blackarachnia drop her arms to shrug off the harsh fact: she betrayed the Predacons and going back will be termination for her. "Not without someone to back me up." She issued to rest her right pincer hand to her waist when bringing up this suggestion. "Someone like... you." She slyly smirks and points in requesting Dinobot II to help her situation out.

"Hmmm…Interesting?" Dinobot II hums to tap his right fingers to the chin; finding this idea intriguing. "Grugrugruaahh…Tell me more." Dinobot II snarls a bit as he walks to approach and hear more of what Blackarachnia had hatch for a scheme.

"Uuuuuagh!?" Silverbolt was heard moaning, as he tried to get up but was too badly hurt at the moment.

Before Dinobot II could approach Blackarachnia, she pulled out her new triple reinforced anchor arrow launcher; keeping the Transmetal II Raptor at bay for now.

"You're state of the art metal." Blackarachnia issued on knowing that Dinobot II is one of a few bots that gain Transmetal II power: the kind that really tips the battle scale in the war. "And I've got the key to the Arc." Blackarachnia stated on what Dinobot II has, and what she has is equally important and leads to great power to change history. "Not to mention, I've already become close friends to the Key." She mentioned the big bargain chip of using Aelita to tip the scale even further of a deal. "Together we could rule…without Megatron." Blackarachnia issued as she backed away from the approaching Dinobot II while offering a sweet diabolical plan.

"Uuurrgh…" Silverbolt was seen shaking his head to finally regain consciousness. "What... happened...?" Silverbolt replied a bit uncertain of events that took place before being knock out cold.

Silverbolt looks over in the general direction of seeing Blackarachnia and Dinobot II going in circles while talking: but from Silverbolt's condition, everything was a bit blurry.

"Usurp Megatron's command and take the Ark for ourselves." Dinobot II exclaimed from realizing what Blackarachnia was offering was truly a bargain any greedy Predacon would love to take. "You even sell the Key out for us to use." "Hmhmhmhmm…It is ambitious." He laughs off with a sly smile, praising how the she-spider can truly think big since they have the keys to turn the Beast Wars.

"I'm that kind of a girl." Blackarachnia smiled to express that when it comes to being powerful; she'll side with those that can get what she's always wanted.

"And…what of the Mutants?" Dinobot II asked another question of recalling those that aid the she-spider that weren't Maximals.

"Oh they're with me, if I can convince them to work under me, we can gather the other Mutants and have our own army at our calling." Blackarachnia explains how she managed to get Tails-Tech and Perceptor to follow under her leadership to be a start of a separate faction in the war. "So what do you say... partners?" Blackarachnia gave a secret wink to have Dinobot II accept her deal.

Silverbolt watched on in shock, not believing what he's seen and heard: that Blackarachnia would betray their side. It felt like the Wolf Fuzor was having a nightmare, and this couldn't be real.

"What is she doing? Selling out her comrades like that?" Perceptor ponders from thinking this isn't what they expected.

"I think it's part of her plan, follow close with me." Tails-Tech studied something going on that no one paid attention to.

"How can you tell?" Perceptor looked puzzle when the guy said that.

"She's been clipping her free pincer, it's a message." Tails-Tech mentions from seeing Blackarachnia secretly clip her free pincer hand during the entire time she and Dinobot II were chatting. "I know what she wants us to do. Come on, we don't have much time?" He instructs as he and Perceptor quietly snuck off without being seen.

"I'm waiting, so…are you in?" Blackarachnia she asked from still waiting for an answer from Dinobot II.

"I say..." Dinobot II slowly spoke on how to respond to that deal the she-spider made. "You...are a fool!" Dinobot II lashed off to say before his left scope eye released some flashing projection wave.

"DRiizzzz…/WAaaaaahhh!?" Blackarachnia yelped as the enlarge projection beam made contact and caused her system to glow with unknown energy. "Waaaarr-AAach!?" She tried to struggle until her body stopped moving: even to where she dropped her weapon on the ground which cease glowing. "Aaargh-Aarrrrh!? WAarrrrraaahhh!?" Blackarachnia was frozen while still in the light projection trap while Dinobot II was moving close to her.

"Beloved!" Silverbolt called out shock from witnessing this vile betrayal action and the she-spider endanger. "Ugh…" Then he yelps when approached by Tails-Tech and Perceptor.

"Ssshhhh…you wanna get us caught?" Perceptor hushed Silverbolt to not give them away when Dinobot II is distracted.

"You are…?" Silverbolt muttered from recalling these two as Mutated Transformers…

"Here to help, and we brought this. But we gotta work fast!" Tails-Tech showed the projector device that Dinobvot II lost earlier while quickly working on a new setting.

"WWooorrruh!?" Blackarachnia dropped to the ground with her body still glowing with white energy but unable to move.

"You'll be up to move in a moment." Dinobot II approaches to lean down to explain what he's done only paralyzed the she-spider from his surprise new Noxious Energy Flash Rays: courtesy of Rampage's evil Spark's energy.

"UUgh…Aaauh-Uuuugh!?" Blackarachnia struggled to move but was unable to break free.

"Just enough to feel the final blow." Dinobot II issued before he raised his right hand and extend a bladed claw for a finisher move.

"Unhand her, reptilian filth!" Silverbolt spoke forth that surprised Dinobot II.

Then from a nearby spot, one saw Silverbolt back on his feet and proudly stood with arms to the chest and wings open forth. Displaying the noble heroic nature as heroic trumpets sound the action of a hero's time to shine.

"NRUUAargh-WAarrragh!" Dinobot II roared with rage as he cease what he was doing when seeing a foolish hero. "MUurrrr-WUurrrrrh!" Dinobot II leaps away from Blackarachnia and dealt a bladed nail blow to the Wolf Fuzor: only for it to react as if the Maximal was actually…a holographic display. "Whaaarrt!?" Dinobot II yelps with a shock face as he put away his weapon: he was tricked into attacking a holographic projection image. "HRrrmmm-Nuurraagghh!?" He growls to look around before looking behind him.

That's when one spots the REAL Silverbolt weakly walked while having carried the projection device that Dinobot II lost earlier but the Wolf Fuzor picked up. Having distracted the enemy, Silverbolt aims his wings with loaded missiles.

"GRRrrr…" Dinobot II snarls at having been tricked by his own deceptive device.

"POW!/BOOM!" Silverbolt fired his Feather Missiles as they exploded on contact. "Guurrg-GAARRRRRHHH!?" Dinobot II roared as he was knock off by the explosion and fell off the edge of the mountain.

"Yes! It worked!" Tails-Tech approached with Perceptor near Silverbolt.

"Ha, way for us to use his own projection to distract him." Perceptor smiled at having outsmarted the enemy; and with their own deception trick too boot.

"Huuugh…" Silverbolt signs with relief, drop the projection device as it cease running: the Wolf Fuzor was relieved to think he won.

"GROOOARRRRH!" But then a monstrous metallic raptor roar alerted Silverbolt that the danger was not over. "Stab-Stab…/HUUOorgh-HOOuuuarrrgh!" And then using his bladed talon nails to climb, was Dinobot II glaring over the cliff. "BWAARRRAAAAARRRRRHHH!" Dinobot II roared with rage, as if refusing to go down so easily.

"Yiiiiikes!?/HE'S BACK!?" Tails-Tech and Perceptor screamed as they fell backwards, shock to see Dinobot II and how infuriated he seems.

During that moment, Blackarachnia was seen having recovered from her paralyzed state to stare at the enemy.

"Game over, Fangs." Blackarachnia issued coldly as she reclaim her launcher with the triple enhanced anchor shot.

"WAAaaugh!?" Dinobot II gasped upon realizing his paralyzed target was freed and arm with something to pack a punch.

"Pow…." Blackarachnia fired her triple enhanced anchor missile at Dinobot II.

"BAM!/GUuuurrah!?" The attack exploded directly on a yelping Dinobot II to knock him off the cliff edge he held onto. "NOOOOOOAAARrruuu-aaaaaahhhhh…." Dinobot II screamed as he was dropping off the mountain while surging energy all over from a powerful battle damage and steam escape from where he was hit. "CLUNK!" Soon bot fell over some trees and made a loud impact to the ground: this time the enemy would be done for a longer count.

"Ugh….Haaah…" Blackarachnia got up while signing with relief; glad to have finally beaten a tough enemy.

As Blackarachnia looked down, it seem like the battle was won, and just as the morning sun was beginning to rise. Soon Silverbolt was heard walking to approach Blackarachnia looking over the cliff edge to make sure Dinobot II was down. Accompanying the Wolf Fuzor was Tails-Tech and Perceptor for their own effort in helping out.

"Took you long enough." Blackarachnia turns around to give a light lecture to Silverbolt on cutting things close there for a minute: the she-spider was gonna approach the Wolf Fuzor when…

"Stop!" Silverbolt took out a Feather Mace in his left hand, held it out with his wings expanded; looking firmly at a foe.

"What is it?" Blackarachnia asked puzzled by this, believing they won and there shouldn't be any other enemies around now.

"Despite your attempt to destroy me, I..." Silverbolt spoke softly to tap his chest, stating what the she-spider did to him earlier. "I heard your foul plan to betray us." Silverbolt pointed his Feather Mace at Blackarachnia who rest her pincers to her waist to listen to this statement of what happen earlier of her evil action.

Ohhhh, why are the CUTE ones always tube heads?!" Blackarachnia moans to drop and shake her head to complain how Silverbolt, despite his good looks and heroism can be so blind. "Even these two young Mutants know better then that." She pointed at Tails-Tech and Perceptor who yelped on being brought into the discussion.

"Wait a second, was that a compliment or an insult?" Perceptor raise an eyebrow from not sure how to take that statement.

"Um, Silverbolt, right? I think there's been a BIG Misunderstanding?" Tails-Tech tries to reason with the noble Maximal on what happen especially since they helped each other out.

"What's to misunderstand? She…announced recruiting lost younglings like yourselves in a plot and even to kidnap the same girl you're party had taken before?" Silverbolt issued forth when bringing up a subject which made the two young Mutants feel guilty about.

"Uuuuuhhhh, are you really that blind of what's actually happen?" Blackarachnia groans from not believing what she has to deal with. "But to clear the misunderstanding of what went on. That was a diversion." She issued to explain what she did was to distract Dinobot II's attention. "I wanted to get Dinobot away from you!" Blackarachnia explained that she had to give the damage Silverbolt time to recover in order to fight back when Dinobot II nearly had him. "I even gave these two secret coded messages on what to do." She mentions what else she did during the time to communicate secretly.

"Coded messages?" Silverbolt raised an eyebrow, puzzled by that detail.

"Her pincers were clipping secretly in morse code, we figured out what she was saying." Tails-Tech explained how they deduce what Blackarachnia ask them to do: get the projector to help aid Silverbolt.

"Good thing Dinobot didn't know the morse code while focusing on capturing Blackarachnia." Perceptor stated on how the enemy never paid close attention so they got one over him.

"You see, I was helping you out." Blackarachnia wanted the Wolf Fuzor to understand how she used her head to outthink her opponent..

"But you….You SHOT Me!?" Silverbolt exclaimed completely shocked to hold his hands out; unable to believe his beloved would attack him at such a time.

"If I DIDN'T he would have BLOWN YOUR HEAD Off!" Blackarachnia scowls to lecture Silverbolt of what she had to do because it was a close calling: even if she attack Dinobot II, it would not have been enough to move the bot and he would have destroyed the Fuzor right there. "And you're still functional, aren't you?" She placed her arms behind her back to approach with a smile that on the bright side, Silverbolt is still functioning and without a lost head.

"It seems so, yes…" Silverbolt observes himself to know even damage, he hasn't lost his life. "But..." Silverbolt was about to say something except he was cut off…

"Oh, oh I get it!" Blackarachnia lashed out from realizing what's going on now. "You Don't Trust Me Either!" The she-spider yelled from seeing even the one bot she thought was on her side, has doubts to trust the black spider: she turns away unable to accept this.

"Blackarachnia..." Silverbolt rest his hand on Blackarachnia's shoulders, sensing tension in her tone.

"Back off, bowser!" Blackarachnia turns around to snap at Silverbolt with an upset tone. "I've tried my BEST to fit in with you Maximals, but it's just 'not' working!" She explained and shook her head to explain how nothing she tries will have any Maximal accept her into the group.

"You're wrong!" Silverbolt protest from hearing such things as the she-spider not being accepting to bots who are good. "We've all come to think of you as a M..." Silverbolt was about to say but stopped himself from realizing he almost blurt out Blackarachnia s a Maximal when she's still a Predacon. "As a part of the team!" Silverbolt corrects himself to state that Blackarachnia is worthy of being on their side.

"Yeah, right." Blackarachnia remarked off from having heard such hogwash like being part of the Maximal team. "That's why ape-face and his horn-nose pal along with the rest of the mad scientist pack wanna wipe my core!" Blackarachnia snapped from knowing what Optimus and Rhinox wanna do to her, change her to be a full on Maximal without her consent of what she thinks.

"You're Mistaken!" Silverbolt narrow his eyes to protest against such an act of not considering Blackarachnia or her feelings for such an act. "He would never do that." Silverbolt shook his head from knowing Optimus, he knows the good Maximal Commander would not enforce a Predacon to be reprogram in such a way.

"I heard them SAY it!" Blackarachnia lashed off hurt from knowing what she heard; and she felt hurt by it.

Silverbolt was at a lost for words in this argument, unable to come up with any solid evidence to clear this misunderstanding. Silverbolt looked to Tails-Tech and Perceptor, as they shrug off their shoulders from not knowing the truth anymore then the Fuzor does. Just then a loud engine sound was heard, which made Silverbolt look to the starry skies. And flying through the air was none other then Optimus in Flight Mode. Following after Optimus was Jeremie and Aelita with their own modes of transportation.

"Oh, thank Primus." Silverbolt signs with relief from knowing who's coming was not an enemy, but an ally. "It's Optimus along with Jeremie and Aelita." He turns to state that it's only the Maximal Commander and friends, so they are safe.

"It's time for me to go." Blackarachnia issued from knowing that with this; it's best she not stick around to see how things end for her. "It's been a surge." Blackarachnia waved to Silverbolt knowing it was fun being with him, but she can't go back after all this. "Tails-Tech, Perceptor, come on…we're leaving…" She instructs those to tag along as they seem more pleasant company then those at the Maximal Fort.

"Oh no!" Silverbolt protest as he reach his hands out to restrain the she-spider by her arms.

"URrrgh!?" Blackarachnia yelped from this sudden act to stop her from leaving.

"This time you stay." Silverbolt narrow his eyes to firmly instruct Blackarachnia not to disappear without warning.

"Duuaaahh…Let go!" Blackarachnia snapped off to demand her release. "I don't wanna hurt you but I will!" Blackarachnia issued to threat what she will do if Silverbolt does not listen.

"Nuurragh…You've already hurt me..." Silverbolt groans from the she-spider resisting while reminding her of him being hurt both physically and mentally speaking. "And you are going to hear the truth if it..." Silverbolt was lecturing to have Blackarachnia learn the truth weather she likes it or not when…

"WHAAAACK!/CLUNK!" Then Blackarachnia turns around as she delivers a headbutt move without warning.

"Oooowww…?!" Silverbolt yelped from having a woozy expression on the face from taking a blow to the noggin. "CLUNK!" That caused Silverbolt to lose balance and fall down backwards on the ground as Blackarachnia watched.

"Warned ya!" Blackarachnia smoothly issued from having warn Silverbolt she hurt him if he didn't let her go: the she-spider was about to leave when… "Ohhh, not such a great idea." Blackarachnia touch her head, suddenly feeling the damage from the headbutt kicking in on her too. "CLUNKI!/Uuuugh!?" Then Blackarachnia fell backwards to land on the ground too.

"Ohhh…a double knockout!? That couldn't have been pleasant." Perceptor cringed from witnessing how that turn out.

"Nor is what's about to come land right before us!" Tails-Tech yelps from looking up at those descending.

Now one can see both Silverbolt and Blackarachnia on the ground, moaning and groaning from both their battle damage and their headaches. Soon Optimus flies over the site, and stops before a mechanical noise was heard of him transforming from Flight Mode to Robot Mode. With a heavy stomp of a landing, Optimus Primal observes everyone present and of their conditions. Jeremie and Aelita land but also spot Tails-Tech and Perceptor who seem a bit nerviuos…

"Wait, I remember you two…" Aelita spoke from recognizing two characters on the scene. "The Mutants Tails-Tech and Perceptor…" She remembered the names of these two Mutants very well.

"Why are you here?" Jeremie asked why these two are here.

"It's a long, and ugly story?" Tails-Tech shrug off to admit the story is rather long, and very difficult to believe.

"I'll hear about it, after we deal with another problem." Optimus issued on settling with another problem; namely those that went off without telling the Maximals anything.

"Um, hey guys…I think someone important wants to talk to you?" Perceptor spoke to Blackarachnia and Silverbolt to wake up from their dizzy state.

"You both look like scrap." Optimus made a light but firm statement joke on how Blackarachnia and Silverbolt have been put through a ringer.

"Ah, yes. We had a...a slight altercation with Dinobot." Silverbolt rose up along with Blackarachnia, as the noble bot explained who they encounter to end up in such a sorry messy state. "My fault, actually." He points to place the blame on himself while keeping Blackarachnia out of it but…

"Ahhh…No way!" Blackarachnia signs to protest from seeing Silverbolt try to cover up and take the fall for her. "I heard you, Rhinox and the others…including Jeremie and Aelita planning to UNZIP my core, so I took off." Blackarachnia snapped off to stand while explaining what she did that caused her to leave in the first place. "I meant up with these two mutants by accident. Then Dinobot jumped me, we held up as long as we could and Spot here rescued me." She explained the whole truth to Optimus as Silverbolt weakly stood up after the she-spider said all this.

"Wait, you were helping each other?" Jeremie asked surprised by what they just heard.

"Well, yeah…we kinda accidentally heard her problem. And before we knew it, got drag into a bigger problem." Perceptor shrug off to admit how everything happen so fast, they just went along with it.

"That's right, if you wanna blame anyone, then blame me! Bowser here only came for my sake while these two tag along, but I rather not be force to lose who I am!" Blackarachnia issued on admitting these things so the only one who's in trouble is the she-spider.

"Is it true Optimus?" Silverbolt looked to Optimus as if humbly asking for the truth as well. "Were you going to reprogram her?" Silverbolt wanted to know the truth if the Maximal Commander would do such a thing without Blackarachnia having a say.

"With reprogramming, you could be the Maximal you were meant to be!" Optimus expressed thoughts on the matter: Blackarachnia was once a Maximal before being reprogrammed, and thus can live her life free of the Predacon coding. "But the decision to take that step…" As Optimus spoke, Blackarachnia was absorbing this with newfound knowledge of helping the she-spider be who she original was. "Is, and always will be, yours to make." Optimus humbly nods his head that the choice to make that step, is Blackarachnia's alone to decide if she wishes for that chance.

"Hugh…?" Blackarachnia replied from feeling surprised by this: then looked to Jeremie and Aelita for a backing of that claim.

"Blackarachnia, we're sorry that you misunderstood things." Aelita approached to apologize to the she-spider for having felt this way. "I know that like you, Megatron has reprogram many other Maximal Protoforms. We want to help all of them…" The pink haired girl was being truthful: if they free the reprogram Predacons, Megatron will lose a vast amount of power. "But unlike what the Predacons do to enforce the choice for you, it's more like helping them get a second chance at life. Everyone deserves that…" She admits that in the end, the choice must be accepted, not be force upon.

"Everyone…including…those of us without Robot Forms?" Tails-Tech asked from feeling like even the Mutants could be involved.

"But, we weren't reprogram, we're just…errors that lost what Transformers are." Perceptor stated on knowing the truth of the matter.

"As Aelita said, everyone is free to make the choice to change themselves. Silverbolt and the other Fuzors realized they were not meant to be Predacons, and side with us." Optimus explained how they encounter those that came online, it was only by choice if one felt they were either Predacon or Maximal. "It doesn't matter what you are, we are all Transformers, it's more the choices we make that makes us who we are." The Maximal Commander concludes their opinion on choosing who they wish to be.

"I can't believe this? You mean I had a choice?" Blackarachnia asked with widen eyes and was completely shocked and surprised: so no one was gonna force the reprogramming on her, she could decide her path.

"That is the Maximal way." Optimus rest his hands on his waist to proudly state this as Silverbolt copied his leader: to Maximals, they make decisions free of choice.

"Do you two wanna join us?" Jeremie turns to invite the Mutants to join the Maximals since they are not siding with the Predacons way of doing things.

"Thanks, but we kinda need to join up with those waiting for us." Tails-Tech kindly turn down the offer.

"Yeah, I think since we didn't call in, they might be worried." Perceptor nods to agree, they're overdue to check in.

"I understand." Optimus nods his head on accepting the choice the two young Mutant bots made. "Hah…Now, let's get you both back to base." Optimus signs with relief as he held out a hand for Blackarachnia to take and offer her a ride.

"Excuse me, I believe that's my responsibility, as her commander." Silverbolt held a hand up to politely remind Optimus that he'll take over that job as he's responsible for her; as the Maximal Commander rest his hands on the waist to hear that claim.

"Which we're gonna have a looooong talk about, later" Optimus narrows his eyes to have a word with Silverbolt on such 'responsibilities' when they get back home.

Silverbolt nervously smiled from realizing he's in trouble now. No surprise, he did take off without telling anyone while trying to find Blackarachnia and get her back before anyone noticed: but it kinda backfired. So after that, Silverbolt transformed from Robot Mode to Beast Mode. But then everyone heard clapping, and that's when near the side…was Sonic-Boom in his hedgehog form and Knuckle-Thrash in his echidna form.

"Sonic-Boom! Knuckle-Thrust!" Tails-Tech replied surprise of who showed up.

"How long have you been there?" Perceptor asked by the sudden appearance of their Mutant comrades.

"About the time when you help mister noble wolf take down the enemy." Sonic-Boom issued on having been around and watch everything that went down up to this point.

"Indeed, though you are not build for combat so well, you used other means for victory." Knuckle-Thrash smiled to proudly state on the pride it feels to make a big achievement.

"And we also heard everything else…" Sonic-Boom stated as he walked up to the Maximals and human teens. "First off, we're sorry about taking the Key…it wasn't cool." He looked to Aelita, wanting to make a formal apology on when they meant before. "Secondly, if you're alright with us being who we are, faults and all…maybe there's a way us Mutants can side with the Maximals." The blue hedgehog states on wanting to co-exist with those that are not judgement of their faults.

"I appreciate it. After all, you all we're once apart of our crew." Optimus nods from knowing that would be nice if the Mutant faction group saw things like that.

"Even if what you say is true, Ice Bird is the strongest among us, what he says goes." Knuckle-Thrash crossed his arms to approach in stating who calls the shots for their entire Mutant group. "It will not be easy to convince the others to help you win this war?" He shook his head that such a task is not easy to convince others to see things differently.

"Well, if you can convince a few, that might be more then enough." Jeremie stated that even the smallest steps can lead to bigger, and maybe better changes.

"I'm just glad that even after what happen and who we almost lost…" Aelita spoke from approaching the mutant group with these words to say. "I'm happy to know that in the end, we help resolve our problems." She kneels down to give the four Mutants a hug as a sign of forgiveness and thanks…

Tails-Tech, Perceptor, Sonic-Boom and Knuckle-Thrash were taken aback by this, but let the kind girl do as she felt needed. Once the hug was over, the Mutants smile while giving a farewell wave as they left the mountain top. With everything now settle, it was time everyone got back to base; so Jeremie summon his floating cloud and Aelita summon her Angelic Wings to fly off. At that time, Optimus jumped in the air, and began to transform from Robot Mode to Flight Mode. The Maximal Commander took off ahead while Blackarachnia walk towards her ride; Silverbolt. The she-spider climbed onto the winged Wolf Fuzor to hold him around the neck area.

"By the way, thanks for coming after me." Blackarachnia exclaimed from wanting to say thanks for Silverbolt's noble act to find her after she left the base. "It was... sweet." She rest her head on the wolf's top head, feeling that there's no words to express thanks for someone going to such lengths for her sake.

"As was the way you confessed the truth to Optimus." Silverbolt humbly nods his head to praise Blackarachnia for not deceiving Optimus but admit her mistakes and learn the truth in the aftermath. "Oh, we'll make a Maximal of you yet." Silverbolt exclaimed on such actions are truly the signs of Blackarachnia regaining her old Maximal ways: with that, the Wolf Fuzor flew up to the sky.

"In…Your…Dreams." Blackarachnia remarked from having disagreed on Silverbolt's claim of becoming an actual Maximal. "I like myself just the way I am..." She issued on not changing much of who she is today. "And I intend to stay this way." Blackarachnia declared on not wanting to be anything else, but to be herself even as an Ex-Predacon. "Home, Rover!" Blackarachnia gave the order for her noble ride to take her back posthaste.

Silverbolt humbly flew ahead on that request by Blackarachnia, and they fly off after Optimus, Jeremie and Aelita ahead of them. As everyone was heading for the rising sun, a sign to be the dawn of a new beginning…for everyone. And with that, the scene begins to fad out concluding this adventure…

---

NOTES: The focus topic about reprogramming Predacons that were once Maximal Protoforms was carried out from last chapter. The focus on Blackarachnia being the first Ex-Pred who was once a Maximal Protoform, allows the Maximals to figure out what cause the change and how it's possible to undo the evil programming.

*Which helps to focus on the future events of when it's possible for a reprogram Maximal Protoform becomes what it was meant to be and not as a Predacon. And the method of how and by a 'certain item' will be revealed down the line in 'original' fanfic chapters after Tigerhawk's introduction but before the two part finale of Season Three. And for more details, will be saved for later to not spoil things too soon.

The Teepo's Kiss scene was a reference from Tales of Xilla in a Skit Chat scene.

The line 'It's a long, and ugly story' sentence is a reference back from Beast Wars 'Better Mouse Trap' episode.

Well dear fans, this was a pleasant chapter to enjoy but the next one will really be something. It's gonna be an Original Fanfic story with the LOST EPISODE in a new twist. Next chapter focuses on where Rattrap feels sad and burden after encountering Dinobot II while remembering the old days of who Dinobot use to be. After being rescued by old and some 'new' Transmetal II allies, the Maximals discover a backup of the original Dinobot's memories. A rare chance to get back an old friend, but it might prove dangerous. And not to mention there's activity by the Predacons side, and Megatron is scheming something big in the future. What's gonna happen here, will Dinobot II be the hero the original once was? Best stay tune to find out…