"Talking"

"Radio talk"

"thinking, weaponsnames, and flashbacks"

Disclaimer: I do not own either Beast wars or RWBY

First off I would like to say sorry for taking so long, I didn't have my computer for a few mouths preventing me from writing. And secondI wouldlike to thankDream Dragoness for being my beta reader. On that note I am looking for a new beta reader if anyone is interested.

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Chapter 13:

Double Jeopardy

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Atlas

A cool wind blew through a snowy valley as three bots continued on their way to their destination. A short while ago, the Axalon's sensors picked up a new stasis pod falling towards Atlas again. Luckily, this time it was in the southern part. Close enough to allow the Ground Bridge to work. Acting fast Optimus Primal, Dinobot, and Tigatron went to retrieve the pod.

As the three moved in on the pod, Optimus' thoughts were elsewhere.

After class the previous day, Ruby decided to talk to Optimus about her conversation with his ancestor, Optimus Prime. Needless to say, the Matrix was becoming more and more of a pressing issue.

"So. The Matrix has a self-defense mode. And when Optimus Prime thinks Ruby is ready, he will test her to see if she can gain full access to his part of the Matrix. But...what would happen if she fails this test?'

As he continued to think about it, he failed to noticed that he and his team walked right into a boxed cannon.

"Optimus. What do you think?"

Hearing Dinobot's voice, Optimus was quick to bring himself out of his thoughts before addressing the velociraptor.

"I'm sorry. What?"

Dinobot gave his leader a glare as he shivered from the cold.

"I asked about building a second base here if this is where the majority of the pods will land."

Having heard the question before, Tigatron had plenty to think about it. And he found it agreeable.

"I agree. It would work better if this is where our fellow Maximals will land. We would reach the fallen pods faster and bring them to sanctuary before even one Predacon catches wind."

Upon listening to the idea, Optimus Primal also found agreement. Things would be easier if there was a second base in Atlas. Maybe one in each of the four kingdoms of Remnant. However, there was an issue. They had not the resources nor the people needed to run a base. Sure, Tigatron could take over. But he also had his animal instincts to take care of.

"I see your logic in it. But we won't have the resources if the pods land in others places. I much as I hate it, we need to wait to see where the next pod will land. If at least one of them does indeed land in in Atlas again, then we will have to build a new base here and determine who will operate it. But for now, let's focus on this pod."

While Dinobot was satisfied, he hated the Atlas cold. Scales and snow do not mix well. Especially when the scaled being was part automaton.

"Then let us hurry. My servo fluids are within two degrees of crystallization."

Tigatron grinned at the statement before gesturing to his white coat.

"That is cause you weren't built for this weather like I am."

Dinobot snarled in retaliation as Optimus ignored them. Currently, he was contacting the Axalon.

"Base camp confirm our position. Are we near the stasis pod?"

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Back at the Axalon, Rattrap answered the call when it came on the console.

"Well, if it was a snake, it would have bite you. You should be within a few feet of it."

Hearing this, they looked around, wondering where this pod was. Tigatron looked up and saw that the pod crashed into the side of a cliff.

"There it is."

His call brought the attention of both Optimus and Dinobot, who saw the pod when Tigatron pointed at it. Optimus figuratively scanned the pod's placement as he spoke to his companions.

"We're in a few feet of it horizontally. Vertically is another story."

The sound of an engine caused the Maximals present to change their view to behind them as two drop ships appeared out of nowhere, both bearing the White Fang logo on the side. Joining them were the Predacon Terrorsaur and Wazzpinator. Seeing their quarry, Terrorsaur proceeded to mock them as per his arrogant personality.

"Seems some intrepid explorers had stumbled into a box-canyon. Let's close the lid, shall we?"

Optimus anger flared. This was going to be a tough fight. But before he and the other Maximals could transform, a missile flew past them. Looking back, Optimus saw Scorponok firing another missile. This time, the missile struck the ground, the sheer force slamming the Maximals to the sides of the canyon. As this was happening, the White Fang left their ships and approached the pod before attaching cables to it.

Seeing this, the Maximals were quick to transform and return fire. One lucky shot struck Dinobot in the shoulder, causing him to growl as he evaded photon blasts and Dust bullets alike.

"Our strategic disadvantage is considerable."

"But we cannot lose the pod!" Tigatron respond to Dinobot as he proceeded to fire (and purposely miss) the White Fang. However, his shots fail to deter the rogues from the pod.

It was then that Scorponok got an idea. Changing his target, he fired at the wall above the Maximals. The shot caused the snow and ice to get loose and fall on their foes. Scorponok laughed at his handy work while Terrorsaur saw this as the perfect time to claim the pod and the glory of obtaining it for himself.

"They're trapped! The pod is my trophy."

But as Terrorsaur turned his attention to the pod, he growled as the White Fang had already freed it and were taking it back to the Darksyde.

Optimus, at that time, was able to free himself from the avalanche. Upon seeing the Predacons leaving with the pod, he fired his jets and flew after the ships.

"The pod!"

Scorponok saw him taking off and figured he would be an easy target. As he took aim, Dinobot and Tigatron freed themselves and shot at him first, giving Optimus the chance he needed. He flew in front of the ships and activated his missile launchers.

"That pod's Maximal property!"

But before he could do anything, Terrorsaur flew up behind him and shot him in the back, causing him to fall and crash below. Terrorsaur grinned maliciously at his work before joining back with the fleet.

"Which the Predacons will gladly steal."

As the Predacons left, Optimus pulled himself up from the ground. Thanks to Terrorsaur's shot and the ground below, the Maximal leader sighed. He was too damaged to go after the pod.

The Maximals had lost this day and one of their own to the Predacons.

"Well that's just prime."

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Vale, Patch, Axalon

Upon completing repairs aboard the Axalon, Optimus proceeded to call a meeting with his fellow Cybertronians. As it was a school day, RWBY could only listen in via communicator, careful so as not to alert their teachers and classmates to what they were listening to. Especially during times when they have to take notes. They flinched as they heard Optimus' fist slam the table in anger.

"This makes three straight operations ambushed!"

The two teams cringed at the memories of the two jobs. The first operation the Predacons ambushed was a recon mission in Mistral to check out the safe rings there. One second they were fine, the next, Megatron was leading a charge against them. The second operation was when Team RWBY was checking out some energon readings in the Emerald Forest. Once they found it, White Fang jumped them and took all the energon before they could recover it. Now that they had lost a pod to the Predacons, the stress was beginning to strain them.

"Sounds mighty suspicious." Rhinox pondered as he thought on the situation.

"Like some rat is slipping info." Cheetor snarled, folding his arms.

As he was a rat, Rattrap became offended.

"Hey! I resent that!"

Realizing what he had said, Cheetor held up his arms in defense before apologizing to the rat.

"Oh, uh, sorry, Rattrap."

Making sure no one at Beacon was listening, Ruby pressed the button that allowed her to use her badge's transmitter to voice her thoughts.

"What if they have hacked our computers, somehow?"

Rhinox, however, countered Ruby's theory.

"No. They would have to have something attached to the Axalon to do that. And we would have found it by now."

As he listened, Dinobot cast his suspicions onto Rattrap as he remembered the duty roster for the day.

"It was Rattrap who lead us into the boxed canyon and watched the radar when we were in Mistral."

This caused everyone to turn to him (or in RWBY's case, listen) in intrigue and confusion. Rattrap glared at Dinobot, just as suspicious of the former Predacon as he was of the Maximal.

"Hey! What are you trying to say, you big lizard head!?"

Ruby, hoping to chill the tension, brought something up, cutting them off.

"Then how did they know my team found the energon, Dinobot?"

There was a pause on that question. It was a good question, but Dinobot countered with another theory of his own.

"They must have been watching you and your team at Beacon and saw an opportunity to attack."

Dinobot then narrowed his eyes further at Rattrap.

"But the rat was involved in the other two operations! He is the leak!"

Rhinox, Cheetor, and Boomer stood from their seats, clearly not liking Dinobot's accusations.

"That's ridiculous!" voiced Rhinox.

Cheetor and Boomer nodded in agreement with Rhinox.

"Yeah! Rattrap wouldn't do that."

"Have you lost your marbles mate? You can't accuse someone without proof."

Struggling to keep her voice down despite her feelings, Ruby tried again to reason with Dinobot.

"Dinobot. We need more than just having Rattrap on the comms and radar to accuse him of being a traitor."

It was then that Optimus spoke something that surprised both teams, even Dinobot.

"Well I'm not so sure."

He then looked to Rattrap with a stern look.

"Rattrap. I want to have a word with you. In private."

The Maximals were surprised at what they had just heard, but Ruby had a feeling that there was more to this then what they saw.

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Vacou, Darksyde

While the Maximals were fighting with each other, the Predacons and White Fang were waiting for their new comrade to appear. As they waited, the base's scanners activated as they scanned for a form for the new Predacon. Megatron spoke to Tarantulas, intrigued at what the new Predacon was going to be.

"Tarantulas. Have you identified a suitable life form?"

Tarantulas nodded.

"Yes. I have, indeed."

But what Tarantulas didn't tell Megatron was he set the scanners to locate a specific type of life form. A life form that Tarantulas, himself, would enjoy a great deal.

Completely unaware of this, Megatron gave his orders.

"Then begin scanning and replication."

Tarantulas obeyed and proceeded to type in the proper commands. They didn't have to wait long before the process was finished. As the pod opened, large Black Widow Spider Predacon crawled out. The new Predacon's body was mostly black while its legs were orange.

Seeing this, many White Fang members talked amongst themselves at the sight. Most with anxiety. As the spider walked away from the pod, it stopped in front of the crowd.

"Blackarachnia! Terrorize!"

The newly-dubbed Blackarachnia spoke with a female voice, giving the indication that it was female. As she transformed, she bore a feminine body with an arachnoid appearance. Her body resembled Tarantulas in style with spider legs on the arms and pincers for hands, but that's where it ended. Her lower legs were yellow in color like her arms were. Her upper legs and stomach area where black and her spider head was located at her lower torso. She wore what looked like a helmet that was black with the bottom part being gold with a line that went over the center of the helmet. Her face was yellow and she had black eyes. On her neck she had the Predacon symbol. But the thing that stood out for her was that her chest was yellow in color.

As the White Fang whispered among themselves, Torchwick whispered to Neo.

"A female spider, gee I wonder what he's thinking."

Neo released a silent giggle, knowing what Torchwick was talking about.

Blackarachnia then did some poses to test out her body, while some of the sicker White Fang members watched on as the rest talked to each other.

"Oh, be still my spinneret." Tarantulas said to himself as he gave Blackarachnia a good look over.

Seeing how he was acting Megatron, Adam, and Torchwick all figured out what really happened with the scanning process.

"Tarantulas." Started Megatron as Tarantulas knew he was caught. "I suspect an alternative motive behind your beast mode selection. However I'm sure Mrs. Arachnida shall make an excellent Predacon, Yeess."

"And we have the Maximals to thank for their donation." Added Torchwick as some people in the room giggled at his comment.

Seeing that Blackarachnia was out and about Adam went over to Megatron.

"Megatron! We should go over the new defence plans now."

Hearing this Megatron agreed, but he had couple things to take care of first.

"Terrorsaur! I want to go out and check the perimeter. Make sure that there is nothing wrong or suspicious out there. Scorponok and Torchwick please show our new member around the base."

Hearing his order Scorponok and Torchwick took Blackarachnia on a tour, while Terrorsaur transformed and flew off while grumbling about it. Seeing that they were gone Adam and Megatron brought up a map of the base and its surrounding area as they started to make plans.

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Vale, Patch, Axalon

Meanwhile back at the Axalon Optimus was still taking with Rattrap in private and Ruby had to hang up to go to class. As they waited the others talked amongst themselves.

"Could Rattrap be a traitor, mates?" Boomer asked Cheetor and Rhinox since he didn't know him as long as the other two.

"Rattrap!? No way, he might be a pain to deal with sometimes, but he's no traitor." Cheetor defended as Dinobot joined the conversation.

"Then how have the Predacons and White Fang been able to ambush us so easily as of late?"

Hearing this no one had anything to say until Rhinox spoke up.

"Maybe Ruby was onto something with the Pred's hacking our systems."

"But we decode every transmission we send, how can they hack it?" Questioned Dinobot as no one had the answer for that.

But before they could say anything they heard Rattrap yelling and storming into the room.

"Get scraped Optimus! You think I was working for the Pred's! You got a whole nother program to run, you over sized buffoon." Said Rattrap as he told Optimus off as said bot walked into the room and wasn't happy.

Optimus walked pass Rattrap pushing him to the side as he face his crew.

"Maximals! Rattrap loyalty to us has been brought into serious question." Optimus told everyone as the other were surprised to hear this.

"Oh come on Optimus he's no spy." Rhinox told him not believing what he was hearing.

"The repeated ambushes of Maximal operations suggests otherwise. We'll see." Optimus told Rhinox as he turned to face Rattrap.

"Rattrap I'm ordering you on a solo mission. Your to search for energon in sector 12."

Hearing this the others even Dinobot were shocked to hear it.

"The lava pits!" Exclaimed Cheetor as he never thought Optimus would send any of them there without backup. "That's a death sentence Optimus. 12's one big energon storm, not even the humans here go anywhere near it."

"And within weapons range of the Predacon ship." Added Rhinox as Boomer and Dinobot stayed silent during this.

"Think of this as a test of loyalty." Optimus told them as he looked at Rattrap while saying it.

Rattrap got the message and wasn't happy about it at all.

"Thanks for nothing, Comrades." Rattrap told them as he said comrades like he didn't mean it. "I'm blowing this taco stand. Beast mode."

And with that Rattrap walked out of the base towards the ground bridge. Once he was gone Rhinox turned to Optimus.

"I know you're hot about losing the pod, but you don't really think…" But Rhinox couldn't finish what he was saying as he couldn't bring himself to say it.

"This mission should answer that question. Once and for all." Optimus told him as no one knew what to say, even Dinobot was surprised by how Optimus was acting.

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Sector 12

Sector 12 was in Vacuo, but it had nothing to offer anyone as it was just lava pools and rivers. So the government just left it alone since you had to be crazy to live there or even visit it. As Rattrap traversed the land he saw nothing of worthwhile. He then contacted the base to let them know what he didn't find.

"Maximal command, this is Rattrap."

Back at the Axalon Optimus answered his call with the others standing nearby to see what would happen.

"My recon mission indicates nothing here, but melting rock. You happy?"

"One more sweep Rattrap then bring it in." Optimus told him as the others started to think that Rattrap wasn't the traitor.

But little did any of them now the Predacons somehow intercepted the transmission and were listening in.

"Check sector 12.8 by 1229." Optimus told Rattrap as the line went dead.

The White Fang and Predacons nearby looked at each other before one spoke up.

"Let Terrorsaur now, he's the closest the Maximal."

But Wazzpinator wasn't sure. "But if Terrorsaur succeeds then we won't hear end of it." Hearing this the others agreed with him.

"That's if he does succeeds." The first one told them as they understood what he meant and went to contact the flyer.

Back with Rattrap he continued to check the area unaware of the danger that was getting closer to him. As he finished in the area he contacted the base once more.

"Nope, no activity here, energon or otherwise."

But it was at that moment that Terrorsaur flew down and hit Rattrap knocking him over and the flying Pred turned around for another run at him.

As Rattrap gained his bearings as to what hit him and got worried. "Whoa scrap that last report, engaging Terrorsaur." He told the others as Terrorsaur transformed and fired at him while he transformed as well and returned fire.

Back with Maximals they heard everything since Rattrap forgot to turn off his comm's.

"His comm link still open and he's under attack." Rhinox said out loud as he then looked over at Dinobot. "Told you he was no spy."

"Then let's not waste any time, and get our mate out of there." Boomer told the others only for Optimus to stop him.

"No! Let's see what happens."

Hearing this the others were shocked since they never thought Optimus would never say something like that.

Back at the battle, Rattrap just couldn't hit Terrorsaur, as the Pred just flew out of the way each time.

"Your marksmanship is unimpressive." Teased Terrorsaur, as he then activated his laser eyes and fired at the ground before Rattrap as he made his way up towards him.

Rattrap was frozen as the blast hit him knocked him into a rock. As he tried to regain his senses Terrorsaur kept up his attack as he fired at a large rock above him. The rock then started to fall over as Rattrap could only look up in fear.

"Oh no!" Was all he could say as he rolled out of the way in time, but as soon as he was clear Terrorsaur pinned him to the ground with his foot as he lined his gunned up with Rattrap's head.

"Prepare to terminate Maximal!" Terrorsaur told him as he was about to pull the trigger when Rattrap said something that shocked him.

"Wait! I beg for mercy."

Everyone hearing this was shocked, but the Maximals hearing this were the most shocked of all.

"What?" Rhinox said as he voiced everyone's option on the situation, expect Dinobot. He always thought Rattrap would do something like that.

"Mercy?" Started Terrorsaur as he wasn't sure if he heard right. A Maximal begging for mercy wasn't uncommon, but these Maximals were different for others he meet in the past.

"At what price?" He asked the rat wondering what he could get out of it. He then got off Rattrap as Rattrap got up himself.

"You name it, I got no links with the Maximals anymore. I'm a free agent." Rattrap told Terrorsaur.

"Well, well, finally a Maximal with logic circuits. Very well, I will spare you, in exchange for certain considerations."

"Alright, what do I got to lose. I'll do whatever you say. I'll even become a Predacon." Rattrap told his new master, while the other Maximals couldn't believe what just happened.

"Rattrap! No he couldn't." Cheetor said in disbelief of the situation.

"Will you still defend your friend or will you see him for what he is a traitor?" Dinobot asked as Rhinox countered him.

"You're a fine one to talk. Rattrap wouldn't…" But he couldn't finish cause he wasn't even sure anymore.

Back with Rattrap he looked down at the Maximal symbol on his arm as he waved his hand over it changing it into a Predacon symbol. He then changed into beast mode awaiting Terrorsaur next command/move.

Terrorsaur then started to laugh as the other heard it through the open comm shocking everyone there.

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Vacou, Darksyde

Adam, Megatron, Scorponok (both of them in beast mode), and several other White Fang members were looking at a 3d model of the Darksyde as they move objects onto and around the model.

"If we place guard towers in these points we can catch the Maximal before they attack our base." Adam told Megatron as Megatron thought it over.

But Scorponok didn't like it at all. "Why should we waste of resources on these towers when we have scanners to do that job?"

"How well have the scanners worked in the past keeping the Maximals out?" Countered Adam as he continued his point while Scorponok shake in anger at the comment.

"With these tower we can see them with our own eyes, warn the base and engage them before they get too close."

Megatron thought it over and saw his points on the matter. "I agree with you Adam, these towers can be very useful in the future." He then turned to looked at a White Fang member who specialty was engineering. "How long will it take to build these towers in their locations?"

The member looked at the map and thought about it for a bit.

"Well we first need to check the area to see if the ground if safe to build on. That will take a day or two at most. Then we got to break ground and build up the towers. And depending on the scale and what you want in it will affect how long it takes. And finally if we are attacked it will take even longer. All in all without specs and knowing what we're building with who knows?"

Hearing this Megatron wasn't happy as he wanted a real answer, but even he understood were the man was coming from. Without plans and even with a Maximal attack building the towers would take time. But before he could speak the intercom went off.

"All Predacons report to the bridge." Said Terrorsaur voice as the comm's went died.

"What is that fool doing this time?" Megatron mostly asked himself.

"Let's find out." Adam told them as the three of them left the room and headed to the bridge.

Once there Adam stood in the back as he waited for the fool to show up and started flapping his mouth again. Soon said bird appeared on a hover pad with a cage rising beside him. Looking inside the cage he saw it was the Maximal called Rattrap in there and now he was really wondering where this was going.

"Hear me Predacons, I present to you with that will tip the balance of power in the battle against the Maximals and their allies." Terrorsaur told the others as he covered the cage with his wing to hide what was inside.

"I present you my lieutenant… Rattrap." He told the others as he lowered his wing to show the others Rattrap to them all, as Rattrap just waved at them.

"With the added power of Blackarachnia, who was retrieved by my skills…" Terrorsaur told the others as Rattrap pointed at him and then towards himself when he said more.

"And Rattrap who has sworn personal loyalty to me!" He said as Rattrap just saluted behind him.

"We shall defeat the Maximals and those who have joined them. But my gifts to you do not come free." Terrorsaur told them as Rattrap wagged his finger at them all.

"In return, I shall become your leader." Terrorsaur finally finished as no one in the room said anything for a minute because they couldn't believe how stupid Terrorsaur was.

Finally the silence broke when Megatron had enough. "You toad sniveling toad, this Maximal isn't your lieutenant, nnooo, he must be a spy, yessss, he can't be trusted…" But he couldn't say anymore as Rattrap left his cell and short circuited his systems causing him to fall to the floor.

But before Rattrap could say anything Adam had already drawn his sword and placed it next to his neck.

"Tell me rat why shouldn't I kill you right here and now?"

Rattrap was about to say something, when Terrorsaur cut him off.

"Unhand my lieutenant Adam! He has knowledge that we need in order to win the beast wars."

Adam blade held steady neck to Rattrap's neck as Rattrap started to sweat a bit.

"I am your leader!" Terrorsaur yelled at him only for Tarantulas to step in.

"Maybe it would be best if we send the rat and Megatron away for a bit and let clear heads talk."

Hearing this everyone agreed as the two were placed in separate cages and sent to the prison level. Once they were gone Adam started to walk away.

"Where are you going?" Asked Wazzpinator as Adam stopped for a second and answered him.

"I've got better things to do." He told him and went to meet up Megatron. After all he isn't some who lets himself he caged in his own cage.

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Vale, Patch, Axalon

While the Predacons were talking about what to do the Maximals were doing the same thing.

"What do you mean go after Rattrap? You mean rescue him?" Cheetor asked Optimus unsure what he meant by 'get Rattrap'.

"Why? Let him go." Rhinox told Cheetor like someone ripped out his spark.

Hearing his crew's opinions on the matter Optimus explained himself.

"He's too dangerous a weapon to fall into Predacon hands."

Hearing this everyone understood what he meant. Rattrap has knowledge on the base, themselves, and how their systems work.

"Agreed he should be neutralized and returned here to answer for his treachery and to be brought to justice." Dinobot told the others.

Optimus then looked at the time and then to Boomer.

"Contact Ruby and her team, their classes are over for the day and we're going to need all the firepower we can get."

Boomer nodded as he told Optimus what he thought. "Ok, mate. But you do know that Ruby will never go for punishing Rattrap. It's just not in her."

Optimus closed his eyes when he heard that. That was true Ruby couldn't or rather wouldn't kill her enemy, unless it was a Grimm. It wasn't who she was.

"I know. But we'll cross that bridge when we come to it. Bring them in."

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Vale, Beacon

As Team RWBY walked into their room, Yang jumped onto her and Blake's bunk bed and just laid down while the others put their stuff away.

"Aw I thought this day would never end." Whined Yang as she sat up and faced the others. "If I'd known that classes would be this boring I'd would have skipped and hung with the guys."

Hearing this Weiss just huffed at her. "These 'boring classes' as you call them will help us in the future in some form or another."

"Yeah? Then what about Port's class? How will that help us someday?" Countered Yang as Weiss had nothing to say since Port did love to tell long winded stories a lot.

While Weiss and Yang were talking Ruby was checking her messages on her scroll wondering what was going on with the others. Blake saw this and went up to her.

"Everything ok back at the base?"

Ruby looked at her, before sighing. "No. Dinobot seems to think that Rattrap is a spy and now even Optimus thinks it. But I have this weird feeling it's just an act."

Hearing this Blake wasn't sure what to say as she wasn't even sure if Rattrap was innocent or not. Then Ruby scroll went off.

"Hello…. Boomer what's going on…. What! What do you mean Rattrap joined the Predacons." Hearing this the girls all listened in on Ruby's conversation.

"I see…. Ok we'll get our gear and be there in a few minutes." She told Boomer and hung up her phone. She then saw the others looking at her.

"I'll explain on the way." She told them as they went to get their gear from their lockers.

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Vacuo, Darksyde, prison level

As Megatron's and Rattrap's cells hanged above a pool of lava both said nothing to the other as neither had anything useful to say to the other. Soon Rattrap broke the ice.

"So, you just going to sit there all day or what?"

Hearing this Megatron looked over at the rat. "Whatever do you mean?" He asked back as Rattrap gave him a blank look.

"Yeah right you probably got some way to get got of this cell. You're not the type to let that happen."

Megatron just chuckled at that.

"You are right about that." Megatron admitted.

"Computer, process voice recognition command."

Soon the ship's computer activated and gave a few beeps. "Megatron confirmed."

"Open cell and summon platform." He told the computer as the cell open and a platform came down with Adam and another White Fang member following it.

"Adam what are you doing here?" Megatron asked as he stepped onto the platform.

"Waiting for you to get out. You're not the type to sit in your own cell."

Megatron chuckled at that. "Yes, a wise tyrant always ensures his prisons are designed for his personal escape." He told Adam as he looked at the man he brought with him. "Who is this?"

"I brought him to watch the rat." Adam told him as the man made himself comfy.

Megatron smiled at that. "Aw Adam once more you show you're cunning and foresight." He praised him as the two left the prison level leaving only Rattrap and the guard.

As the two just stood around Rattrap suddenly transformed and pulled out a box from his forearm.

"Hey what are you doing!?" His guard questioned as he pointed his gun at him.

"Just cool it, this here is a game system. What to try it?"

The guard looked at the box and couldn't tell if it was a game or not. Cybertronian tech was so weird.

"No, but give it here anyways." He told Rattrap as tossed him the box. He caught it but heard a beeping noise coming from it. Before he could say anything it released gas knocking him out.

"Aw the old gas box trick, never fails." Rattrap said to himself as he looked at the lock. He then change the Predacon symbol back into the Maximal symbol and opened up his other forearm revealing a lock picking kit. He then grabbed a tool and started to pick the lock.

The door then opened for him as Rattrap then looked for a way out of the prison level. He then saw an air duct to his right and knew that was his only way out, the only problem was the bar in front of it. Rattrap then climbed onto the top of his cell and looked at the air duct. He then jumped with all his might and was able to grab onto one of the bars. Then using all his strength he pulled himself up and slipped through the bars and started to walk down the duck.

Little did Rattrap know,Mercury was watching his escape with his scroll in hand. "Cinder. The rat's on the move."

"Very good." She told him as he wondered what her plan was.

As Rattrap moved down the duck he pulled out his gun and checked every direction. He couldn't be too careful here, a Pred or a White Fang could pop up at any moment. He soon reached an intersection and was unsure which way to go.

"I will not follow you!" Yelled Scorponok startling him. As he looked up he saw the shadows of both Scorponok and Terrorsaur above him. "Megatron is our true leader."

"Enough! I am your new leader." Countered Terrorsaur as Rattrap had about enough of him.

"I would rather follow Adam then you!" Yelled Scorponok as he stormed away.

Seeing that the meeting was close to ending Rattrap knew he had to move fast. But he still had the problem of knowing which way to go. As he looked around he then looked down and saw a fellow rat walk by him. He then figured what did he have to lose and followed his fellow rat while making sure no one knew he was there.

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Vacou, Darksyde

Meanwhile the Maximals (with the bots being in beast mode) arrived at the Darksyde took cover near some rocks while they waited to attack and get Rattrap.

"Well what are we waiting for?" Asked Cheetor as he wasn't for one to wait around as Yang felt the same way he did.

"Yeah let's go bust some servos and break some legs."

Weiss just shook her head at hearing this. "You been spending too much time with Nora and I didn't even know you knew what servos meant."

Hearing this, Yang just glared at the heiress.

"Calm down all of you." Optimus told them as he gave them a mini glare. "We attack on my command."

"Then what are we waiting for then?" Ruby asked him as the others wondered the same thing.

"The right moment." Was all he said as he looked towards the enemy base.

Back with Rattrap he was continuing down his path as he came up to an end.

"Scanning for Maximals frequencies."

Hearing this rattrap took a step back and looked down and saw a White fang member working at a terminal. From what Rattrap could see it looked like he was trying to see if he could intercept any comm traffic.

"Scanning frequencies… none detected." Reported the computer as the White Fang member shrugged and walked away from the terminal after turning it off.

Seeing that the cost was clear Rattrap jumped down and walked over to the terminal. He then put his gun away and opened up the base part of the terminal and saw a Maximal chip inside. Rattrap then took the chip and then gave it a once over to make sure it was the real deal.

"A Maximal chip, no wonder." He said to himself as he was about to leave, but then he heard something.

"Please help me"

Hearing this Rattrap pulled out his gun and looked at the source. Slowly coming into the room was Cinder, but looked like she went through a hard fight.

"Please help me." She begged as she fell to the floor. Seeing this Rattrap rushed over to help her.

"Who are you and what are you doing here?" He asked her as he helped her up a bit.

"Please! Theses monsters, they put this bomb around my neck. They're forcing me to do hard labour and other horrible things." She told him as Rattrap caught that she avoided his questions.

"Ok let me take a look at it." He told her as he looked at the device around her neck. Upon a quick inspection of it Rattrap saw it had enough explosives to blow her head clean off.

"Hey how did they put this on anyway?" He asked her and he checked it out.

"They put it on from behind." She told him as Rattrap raised an eyebrow at that.

Megatron or any of the Pred's wouldn't do that. They would put it on the front right in front of them to make them scared. So why did they put it on this way? Rattrap knew he had to move fast, the longer he was gone the more likely his cover would be blown. With that in mind he made up his mind.

"Ok I think I know what to do." He told Cinder as she smiled hearing this.

'I guess the Maximals are as stupid as I heard.' She thought as she then felt something hard hit her from behind before she blacked out.

Rattrap looked down at her as he knew there was something up with this girl. He then turned her over so he had a clear view of her face and then took a picture of her to figure it out later.

He then looked back the way he came in, but saw it was too high a jump. So he figured he would see where the nearby door would take him. As he walked through the halls making sure no one saw him, he was getting worried that he might get caught.

As he thought this he fail to see a security wire as he walked through it. The next thing he knew he walked right into an energon web as the nearby computer system spoke up.

"Warning unauthorized access to restricted zone."

Hearing this Rattrap now knew he had to act fast or else his cover would he up. As he struggled he heard the computer repeating the same thing. Luckily all that struggling loosened him and Rattrap was able to get a knife out from his wrist and cut himself free.

'Better hurry before the Pred's or a certain spider show up.' Rattrap thought to himself as he rushed back to his cage.

When he made it back he saw his guard still asleep and gave a sigh of relief. He then jumped to his cage and started to get back inside.

But at that moment Tarantulas walked over to him via the air duct in beast mode.

"So, the juicy rat has been running his maze." Started Tarantulas as he laugh gaining Rattrap attention. "Not for long Tarantulas.."

But as he was transforming Rattrap shot hit destroy the bars and knocking the spider back quite a bit. Seeing that the problem was dealt with Rattrap got into his cell and closed the door.

"Time to join the party you big ape." Rattrap said to himself as he pressed a button on his chest plate. Meanwhile Tarantulas laid on the ground chest smoking black as he withered in pain.

000000000

Outside the Darksyde

As the others waited for Optimus to say go, they killed time as they sat around and talked quietly to each other. But then Optimus chest beeped gaining their attention.

"Hey what's that?" Cheetor asked Optimus wondering what it was.

"Sounded like someone was trying to get a hold of you mate." Boomer added, but Optimus paid them no mind.

"We attack now! Maximize!" Order Optimus as the bots transformers and the girls readied their long range weapons. Soon they were all firing at the Darksyde Optimus with his wrist cannons, Cheetor, Rhinox and Weiss with their guns, Dinobot with his eye lasers, Boomer with a shotgun, Ruby with Crescent Rose, Yang with Ember Celica, and Blake with Gambrel Shroud.

Inside the base the others were shocked around from the surprise attack.

"Maximal attack!" Wazzpinator reported. Hearing this the White Fang were rushing to get their gear to repeal the Maximals.

"Why weren't we warned by the code breaker? Where's Tarantulas?" Demanded Terrorsaur.

"Maximal code breaking deactivated. Shields damaged" Answered Wazzpinator. Hearing this Terrorsaur started to panic as Megatron and Adam came down to him.

"Well, leader, how shall we respond?" Asked Megatron as Adam eyed him wondering what he was doing, while Terrorsaur looked on in shock.

"Megatron, you will… you will allow me to lead?" Terrorsaur asked in him disbelief.

"A wise tyrant always allow a fool to take the lead in a crisis." Confirmed Megatron as he softly laughed to himself, as Adam looked at him like he lost his mind hearing this.

"Megatron you can't be serious. I would rather follow Torchwick into battle then Terrorsaur."

Hearing this others agreed with him, even some of the Pred's joined in to.

Hearing these people doubt him so much made Terrorsaur furious at them. "Oh yeah! Well watch this then. Release my Lieutenant, and all force prepare to show these Maximals and their humans pets what happens when they mess with us. Predacons Terrorizes, White Fang to arms!"

And as soon as those words left his mouth the Predacons transformed and the White Fang armed themselves and rushed into battle.

Once outside they opened fire on the Maximals. As they rushed them both sides tried to gain the upper hand, but neither could seem to get it. As Ruby looked at the enemy's' position, she saw that they were close together and she then got an idea. She then called over Rhinox and Yang as the two fired at the enemy as they got close to her.

"There's too many of them." Rhinox told her as he fired his machine guns at them.

Ruby quickly ducked down to avoid a shot. "I know, that's why I want you two to do the meteor."

Hearing this Yang grinned as she was waiting to use that combo move with Rhinox, but Rhinox on the other hand wasn't so sure.

"Are you sure about that, it could backfire badly if we do something wrong?"

"I know." Stared Ruby as she fired a couple more shots. "But do you have any better ideas?"

Rhinox shook his head no as he blast Wazzpinator once more with his guns taking him out of the fight. He then put his guns away and put his hands together and nodded at Yang, who just grinned and waited for the word from Ruby.

"Meteor!" Yelled Ruby to alert her friends at what they were doing as Yang ran at Rhinox and once she was close enough jumped onto Rhinox's hands as he tossed her into the air as hard as he could as she shotgun blast herself up higher. Once she was in the air she looked for the biggest pocket of enemies she could find as gravity took over once more. As she neared the ground she cocked her fists back and once she was there, she slammed them into the ground creating a shockwave knocking many of the White Fang all over the place.

Meanwhile Cheetor was facing off against the new Predacon. As he watched her slowly walk towards him he opened fire on her. As some shots missed two connected taking off her spider legs, but she still walked forwarded like nothing was wrong. Seeing her reaction freaked Cheetor out a bit allowing Blackarachnia a chance to strike. But as she went for a kick Blake came out of nowhere and kicked her and then slashed her with her blade forcing Blackarachnia to retreat. As Blake was about to say something to Cheetor she saw someone she wished she didn't.

Standing a few feet away was Adam as he drew his blade as he slowly walked towards her and Cheetor. Blake was frozen in fear, she had this type of dream ever since she left him on the train and now it was coming true. But before he could take another step Boomer took a swing at him, forcing him to stop.

"Good day, mate. Care for a spar?" Boomer asked him as he took a stance, as Adam just looked at the Maximal in front of him and then at Blake. He saw the fear in her eyes and he then he looked at his opponent and smiled.

Adam then rushed at Boomer and swung at him only for the bot to block it and push forward making Adam take a step back. Adam then quickly pulled his sword back making boomer fall forward a bit. Adam capitalized on it as he thrusted his sword forward, but Boomer saw it coming and sidestepped it. The two then separated as they studied their opponent looking for an opening to exploit.

Adam then once more rushed forward and did a one handed swing only for boomer to block it again. But when Adam brought up his hilt revealing that it was also a gun. Seeing this Boomer's eye widen in surprise as Adam pulled the trigger hitting him right in the right shoulder forcing him back and to a knee.

"Yeah damn wanker, where's your pride as a swordsman?" Question Boomer as his internal repairs started.

Adam just took a step forward with a neutral look on his face. "I do whatever it takes to win. And my pride is being a Faunus, not a swordsman."

Hearing this made Boomer sigh. "It's such a shame mate. You have the skills to such a great swordsman, but you waste it on being a terrorist."

Hearing this made Adam glare at the downed bot, as he then rushed at him to slice his head off clean off. But at the last second Boomer bent backwards allowing the blade to safely go over his head and at the same time he slashed his sword upwards slashing Adam across his chest. Feeling the pain on his chest Adam fell forwards and rolled on the ground, when he got up he looked down at his chest and saw the slash mark. He knew that even with the CR tank it will scar, but he didn't care about that right now. All he did care about what taking his enemy apart piece by piece as both of the stood up and got ready to charge again.

Meanwhile Optimus was in the air as he gave air support for his forces. Terrorsaur saw this and looked at Rattrap.

"Time to prove your loyalty to the Predacons in battle. FIRE on Optimus!"

Rattrap looked up at his former leader and raised his gun and fired. The first few shots missed, but then a lucky shot found its mark and Optimus crashed to the ground near Terrorsaur and Rattrap.

But at that moment Dinobot walked up from Behind Terrorsaur, Rattrap saw this and took a step back. Wondering what spook his Lieutenant Terrorsaur turned around and gasped as he raised his gun to shot, only for Dinobot to grab the arm that held the gun as he then head butted him. Dinobot then tossed the disoriented Terrorsaur away as he made his way to Rattrap.

"I have awaited this meeting traitor." Dinobot told Rattrap as he grabbed him and pinned him to a boulder, before continuing. "Prepare to terminate!"

But Luckily for Rattrap Megatron came up behind Dinobot and grabbed his head with his T-Rex mouth and held him in front of him.

"Time for the final test Maximal! Yeess! Predacon hero or Maximal spy? Destroy the traitor Dinobot." Megatron told him as Rattrap didn't know what to do.

But luckily for Rattrap Terrorsaur chose that moment to return to them.

"He is my Lieutenant! Destroy him I command it." Ordered Terrorsaur as Rattrap was wishing for something to happen to get him out of this.

And he wish came true when Ruby came out of nowhere and kicked Terrorsaur into Megatron and freeing Dinobot. Dinobot then rushed over to Rattrap and grabbed him by his neck, but what Ruby said stopped both of them as they stared at her.

"Megatron!"

This was the first time either of them heard her snarl a name before as both of them and even Terrorsaur watched on wondering where this would go.

"You're a monster." Ruby told him before shaking her head. "No calling you a monster is too nice for what you did."

Intrigued by what she meant Megatron pressed for answers. "And how am I worse than a monster?"

Ruby just shock in anger hearing him not even knowing what he did. "You took an innocent life when you stole that stasis pod and then you wrapped the proto-form inside to suit your own means."

Little did anyone know Blackarachnia was nearby and was listening in on what they were saying.

"Oh you mean Blackarachnia." Realized Megatron as he found a few buttons to push with this girl. "Yes she will make a fine addition to the Predacon forces."

"How could you?" Asked Ruby as her eye started to glow a little, but not enough for anyone to see it, yet.

"How could you take an innocent life and strip her of morals and values and change them to your needs. How can you be so heartless? I never thought I would meet someone I would hate so much, but you have proved me wrong."

Hearing this Megatron just laughed as Ruby, Rattrap and Dinobot gave him a hard glare. "We are at war girl. I will do whatever it takes to win. Yeesss. And as for Blackarachnia she is just a tool for me too use, until she is no longer useful to me."

Hearing this made Blackarachnia furious as she transformed into beast mode and walked away. Meanwhile Ruby was so angry she felt something trigger inside of her. It took her a second, but she knew what it was. It was the prime blast.

'Use it.' She heard Optimus Prime say inside her head.

"Megatron!" Yelled Ruby as her eyes were glowing so brightly everyone near her could see it.

Scorponok took one look before he started to run and screamed.

"She's going to do it again."

Hearing this the other were unsure what to do as they took some steps away from the girl.

"Join your namesake." Finished Ruby as she fired the prime blast at both Megatron and Terrorsaur as a bright flash covered the two.

And when the light died down everyone was shocked to see that Megatron was barely standing as he used Terrorsaur as a shield. Seeing this Ruby snarled at him, before her body gave way as she started to fall only for Dinobot to catch her. Optimus saw the shocked faces the White Fang had and knew he had to act fast.

"Now get Rattrap out of there!" Yelled Optimus, surprising the Maximals at the order as Rhinox transformed into beast mode and ran towards Rattrap knocking down anyone that got in his way.

"Let's go." Rhinox told Rattrap as he jumped onto his back as Dinobot looked over at the weak Megatron. It would be so easy to end him right now, but with Ruby in her current state she could risk it and he took off following Rhinox.

Seeing that they got Rattrap Optimus yelled his next orders at his forces. "Mission accomplished! Back to base."

Hearing this everyone started to run back to the ground bridge point for extraction. But Boomer took a second as he looked at Adam.

"Next time." Was all he said as he joined the others as Adam silently agreed with him.

Adam then looked over at Megatron as he was barely online. It would be easy to take him out right now, but if he did that, who knows what his force would say. He then saw Torchwick who was holding his left shoulder in pain and saw him shake his head 'no'. They both knew now wasn't the time to act.

"Get Megatron and Terrorsaur to the CR tanks." Adam told his men as he slowly made his way over to Megatron.

"All injured are to report to the med bay. CR tank usages are for serious cases first."

"But what about you Adam? You're cut across your chest!" Asked a White Fang member as Adam checked his chest before replying.

"I'll be ok for a while get the others tended to first."

"Hey should we even bother fixing Terrorsaur? He's just going to do this again you know." Asked another member as Adam looked at Scorponok for an answer.

"Fix him, we'll let Megatron deal with him later."

Hearing this the White Fang moved the two down Pred's inside as Adam notice something.

"Where's Blackarachnia?"

Hearing this no one had an answer for him as no one could see her.

00000000

Vale, Patch, Axalon

As the Maximals enter the command section of the Axalon Dinobot put Ruby down on a chair before turning to face to face Rattrap with his shield and sword out.

"Now I will terminate the traitor myself." Announced Dinobot as he walked toward Rattrap, only to be block by Optimus.

"No allow me." He told Dinobot as Ruby stood up as best she could.

"Optimus wait a moment this isn't the Maximal way." She told him only to fall over, but was caught by Weiss.

Optimus looked at Ruby for a moment before looking at Rattrap.

"Allow me… to congratulate him."

Hearing this confused everyone.

"Wait did he say congratulate him?" Asked Yang making sure she heard right.

"He did, Sheila." Answered Boomer.

Weiss wanted answers to what was going on.

"What do you mean congratulate him, he turned on us."

"We knew the Pred's were intercepting our commutations somehow, so me and Rattrap came up with this plan in order to find out how." Explained Optimus as he shock Rattrap hand.

"Well done." Optimus told him as he asked an important question.

"You have the chip?"

Rattrap then brought out the stolen maximal chip for the others to see. "It's a Maximal decoder. They must have recovered it from a wrecked crash."

Hearing this explained everything.

"Looks like you were right Ruby, they were hacking us, they were using our decoder." Said Cheetor.

Meanwhile Dinobot couldn't believe what he was hearing. "You mean his capture, his betrayal! Were all a step-up?"

"Why didn't you tell us?" Rhinox asked Optimus as he was unsure as to why they were all kept in the dark.

"Is it because you don't trust us?" Wondered Blake as everyone looked at Optimus for answers.

"We had to keep it a secret, to keep his cover safe." Optimus told everyone, as they understood. If someone said the wrong thing or acted the wrong way, who know what could have happened.

"Especially during the battle, though you didn't have make it that believable." Optimus told Rattrap as he rubbed the shoulder he shot.

Hearing this Rattrap just shrugged. "Hey what can I say, I was trying to miss."

Hearing this got a few laughs from everyone. But then Rattrap got a serious look on his face.

"But here is one other thing you all need to know."

Hearing this made Optimus wonder what it was. "What is it?"

Rattrap walked over to the main table and uploaded the picture he took earlier. Everyone look at the picture as Rattrap explained.

"I found this girl after I got the chip. She said she was a prisoner and that the thing around her neck is a bomb. I took a look at it, when it goes off it will take her head off. But the weird thing is she told me that it was put on from behind her."

Hearing that last bit confused everyone.

"From behind? That doesn't make sense?" Wondered Cheetor out loud.

"Wouldn't the Predacons put something like that on from the front, in order to instill fear into her?" Thought Weiss out loud as Dinobot agreed with her.

"Yes, the only reason it would go on from behind would be cause he was surprising her."

Hearing this made everyone think as to what was going on.

"Hey could she be the reason why humans are helping the Pred's and White Fang?" Asked Yang as everyone thought about it. It did make sense if there leader or boss was being held captive then they would have to follow orders, until said leader was safe.

Optimus looked at the picture again before making his mind up. "Until we know more about her situation, let's first find out more about her. Rhinox, Rattrap I want you too to find out all you can about her. Team RWBY keep your eyes peeled for her and/or anyone fitting her description."

Everyone nodded as team RWBY went for the ground bridge to get some sleep, while both Optimus and Ruby wondered what would happen next involving that girl.

00000000000

Well Blackarachnia has now joined the beast wars and from the looks of things already doesn't trust Megatron. And Ruby used the prime blast on Megatron which will have effect on her later.

And once more sorry about the delay.

Until next time.