"Talking"

"Radio talk"

"Sentinel"

"thinking, weapons names, and flashbacks"

Disclaimer: I do not own either Beast wars or RWBY

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Chapter 20

Dark Designs

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Vacou, Vale Border

Near the border separating Vacou and Vale Optimus along with Rattrap, Rhinox, Skyshooter and Speedclaw were searching for energon. Since the crash they had been busy building up their supply once more. Sure, they had the help of the Schnee dust company, but Willow could only give them so much before someone caught on, so they had to be careful. But luckily for them there still were a lot of unclaimed deposits all over Remnant.

Currently Optimus's team was on a ledge with a rock wall facing them on two sides with a deep drop on the other side. The only way to get where they were was a small road, that at best could hold maybe three of them side by side.

"Aw, now we're losing the reading." Said Rhinox as all the Maximals were in beast mode, while Rhinox had a scanner on his foot. "There's energon here. But it's too deep to access. Dead end."

"As dead end goes, at least this one has a view." Optimus told Rhinox as they did have a nice view. "Save the data and send it to Willow. Let her deicide if this is worth mining." Optimus told him as part of their agreement they would share energon and dust deposits they find with her that they can't access.

"You telling me we spent all day yomping up here, just to enjoy the scenery?" Asked Rattrap annoyed.

"Hey just be glad Dinobot isn't here." Said Speedclaw trying to cheer up Rattrap.

"That is true, I've never seen him that happy for an assignment before." Added Rhinox.

"Well it's not everyday your asked to go over a large-scale company security like the Schnee Dust Company and how to improve it." Added Optimus as Dinobot was the best one to do that.

"Yes, with him heading that, no Predacon or White Fang should be able to get into their labs, storages, or even near them." Skyshooter added as he almost felt sorry for the next sucker who tried something.

"That's all good for him, but what about us? We're sitting ducks out here." Rattrap told the others and as soon as he said that a missile landed in their group. The blast sent Speedclaw into a wall as he slid down it.

"You had to say it, didn't you?" Speedclaw told Rattrap with an annoyed tone as he got up.

"Predacons, above us! Optimus Maximize!" Optimus told the others as they all transformed and got ready for battle.

"No place to run and no place to hide." Said Megatron with a smile. "Yeeesss. Obliterate them!" He yelled as he and the other Predacons minus Blackarachnia fired at Maximals from a ledge above them.

As soon as Megatron gave his order, chaos erupted on the battlefield. Bullets, lasers, missiles went flying everywhere, as the two sides fought. But after what felt like hours for both sides it was clear the Maximals were losing ground.

"We need a diversion. Cover me!" Optimus told Rhinox and Skyshooter. "Prime jets on!"

Hearing this Skyshooter turned to Optimus. "Optimus wait!" Warned SkyShooter, but it was too late, as Optimus was in the air. But no sooner had he taken off, he was hit by Megatron causing him to fall on the ground, disoriented.

"We got to get out of here!" Rattrap told the others as he continued to fire.

"And go which way?" Asked Speedclaw as he fired his gun, which was the same as Tigatron's and Cheetor's. "If we go forward, we walk into their fire and if we got to our right we fall." Hearing that Rattrap had nothing to say as he continued to fire.

Up on the ledge Megatron grinned. "It shouldn't be this easy. Nnnoo. But mustn't complain." Megatron told himself as he couldn't wait to finish them off.

Meanwhile with Rhinox he kept firing his machine guns right above the Predacons, as Speedclaw saw this.

"Rhinox you're shooting too high, lower your gun." Speedclaw told him only for Rhinox to continue with his angle of fire.

"Close the file on Optimus Prime, and DELETE." Megatron said to himself as he could feel their victory, as at any moment they would win this battle.

But he spoke to soon as it turned out Rhinox missed shots were meant to cause a rock slide on the Predacons. The Predacons could only watch in shock and fear as the rocks buried them, winning the battle for the Maximals.

"There more then one way to skin a cat, so to speak." Rhinox said with a bit of smugness.

Seeing that the fight was over everyone transformed back into beast mode and let their internal repairs start. But Optimus was still in bad shape as it hurt him to stand up.

Seeing this Rhinox took charge. "No time to waste Speedclaw lead the way. Rattrap, Skyshooter help Optimus. I'll cover the rear." He told everyone as they followed his orders.

"Well done old friend." Praised Optimus as he got to his feet. "Steady nerves and quick thinking." He added.

"Those are the two qualities every leader should have." Added Skyshooter.

"Come with the job description." Said Rhinox as he tried to play it off.

"We're serious." Optimus told him with a straight face. "If you ever wanted to, you make one prime leader."

"Thanks away, but between you two and Ruby we have enough leaders." Declined Rhinox as Optimus and Skyshooter understood as Rhinox continued. "I'd rather just tag along behind and smell the flowers."

Hearing that both Optimus and Skyshooter let him be as the Maximals made their way to a safer location for ground bridge pick up. But what they didn't know was that Rhinox's avalanche didn't get all the Predacons, as Tarantulas in beast mode walked over the rocks. Tarantulas then stopped at a small pile of rocks, as he then moved them to reveal Megatron's head.

"The rhinoceros." Said Megatron as soon as his head was free. "I do believe I may have underestimated him. Yeeesssss. And I could find a use for someone like that."

Megatron then tried to move but found that he was buried too deep. "Tarantulas! I want you to capture him for me." Ordered Megatron as he had one thing to add that he wasn't thrilled about. "Also contract Adam, have him bring some men and dig us out." He added as he knew Roman wouldn't let him hear the end of this, nnnoooo.

Later with the Maximals they were nearing their extraction point as Rhinox was a fair way back, making sure no one got the jump on them.

"Looks clear." Rhinox told the others over him comm. "Keep on going. I'll catch up with you at the extraction point."

As Rhinox watched his surroundings he failed to look up as a certain spider had its eyes on him. The next thing Rhinox knew an energy web came flying down and caught him as he raised up, off the ground.

Rhinox could only look up in fear as he struggled in the web as Tarantulas slowly made his way down to him. Rhinox tried to transform, but the web was too tight preventing him from transforming. Once Tarantulas was on top of him the last thing Rhinox remembered was pain as Tarantulas sunk his fangs into him.

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Vacou, Darksyde

When Rhinox came to, he saw he was in the Predacon base surrounded by four lasers as he was on a platform between them. He then realized he was still in beast mode and had restraints on him keeping him in beast mode.

Rhinox then saw Megatron come down sitting in his chair, as Tarantulas and Adam joined him on some platforms.

"The Trans-muter." Said Megatron as he started to gloat. "Mega-cycles in the design, but infinitely well worth the effort Maximal, as you are about to discover, yeeesss."

Meanwhile the rest of Optimus's team was slowly making their way to the Darksyde. After Rhinox failed to check in they got worried and found traces of Tarantula's web. Fearing the worst, they called for a bridge to bring them to the edge of Predacon territory and have been walking towards it since, to avoid detection.

"If I can just patch in, I can activate his comm link." Said Rattrap as he was the only one in robot mode as he messed in his comm's.

"How do we even know he's at the Predacon base?" Asked Speedclaw. "The last time they did this they used some random warehouse."

"I know." Said Optimus as he agreed with him. "But until we know anything else, we will assume he's at the Predacon base."

"I got it!" Rattrap told the others as Rhinox voice came through.

"If your going to finish me anyway, do me a favor. Shut up and get on with it." Said Rhinox as the Maximals got a sense of dread in their circuits.

"Oh, finish you Maximal." They then heard Megatron say. "No, I've only just started with you."

Back with Rhinox he saw Megatron slam his hand down on his chair control as the four lasers light up around him. Then the lasers fired at him as Rhinox cried out in pain. As this happened Megatron laughed, while if possible Tarantulas would have smiled at the sight, but Adam looked on in disgust.

While Rhinox was his enemy what Megatron had planned for him, went against everything he stood for.

Soon the lasers stopped as Rhinox looked different. His skin was darker, and his eyes were now red. Seeing the changes Megatron pressed another button on his chair, freeing Rhinox from his binds.

"Rhinox Terrorize!" Yelled Rhinox as he transformed as even his robot mode looked different. His skin seemed darker and the rhino mouth on his chest was now silver in color.

"Afternoon all. Is this a private club or can anybody join?" Asked Rhinox as Adam was a bit taken back by this.

Megatron smiled at Rhinox's response. "Let me be the first to welcome you. If you'll follow me, I can introduce you to most of the men." Said Megatron as he pushed another button on his chair as a platform came to Rhinox's side. Soon the four of them left the room, except Adam went another direction then the others.

Meanwhile the other Maximals heard every word, before they lost the signal.

"Rhinox was reprogrammed." Speedclaw said to himself in disbelief.

"I can't get it back." Rattrap told the others as he tried to get the signal back. "We're to far away and there's too much interference."

"We'll have to get closer to the Predacon base." Optimus told the others, as Rattrap went back to beast mode.

"This is bad, really bad." Said Skyshooter with a grim look on his face as the others looked at him confused.

"What do you mean?" Asked Optimus as he knew this was bad, but Skyshooter looked like someone just told him somebody was dead.

"If Rhinox has his old memories and is now a Predacon that means…" Started Skyshooter but was cut off.

"That he'll tell the Pred's about our base defences and systems." Said Speedclaw as he understood what Skyshooter was saying.

"Worse than that." Said Skyshooter. "He could tell them about the Matrix in Ruby."

Hearing this caused the other to gasp at the thought. The Predacons made a move on her once to get that intel and that was to figure out what she had. But if they knew about the Matrix, they might go from capture to shoot on sight.

"Then let's get the others and storm the base." Suggested Speedclaw as he was ready to move.

"We can't." Said Optimus as the others except Skyshooter looked at his like he was crazy. "It would take time to gather everyone up. And to attack the base would be hard since they would see us coming."

"But what about Ruby and Rhinox?" Asked Rattrap in worry for the two.

"We'll sneak in with what we got here and rescue Rhinox." Said Skyshooter as he knew things could go bad.

"That's right, and it will be interesting to see how things are once we get there." Optimus told the others with a smirk on his face.

"What do you mean Optimus?" Asked Skyshooter as he was unsure what Optimus was thinking.

"I have a feeling Megatron bitten off a little more then he bargained for. Yeeesss." Optimus told the others as he mocked Megatron a bit.

Meanwhile back at the Darksyde Megatron entered the mess hall with Rhinox beside him.

"Attention everyone." Announced Megatron gaining everyone attention. "I would like to introduce you to our new ally Rhinox." Megatron told everyone as Rhinox stepped forward.

"Nice to meet you all." Said Rhinox with a grin. "I hope we can get along."

It was quiet for a moment before everyone spoke up, with the most common being 'Why is he here?', 'Is this some sort of joke?!', 'Why did he switch sides?', and finally 'He must be a spy, kill him!'.

"Quiet!" Yelled Megatron as everyone stopped talking. "I assure you that Rhinox here is now on our side. Understood?" He told everyone as everyone knew not to question him now.

"Not that I don't trust you Megatron." Said Roman as he stood up to face him. "But I say Rhinox here has to prove that he's with us."

"Oh, and pray tell how do I do that?" Asked Rhinox curious as to what Roman wanted.

"Simply, tell us Ruby Rose secret." Roman told him as no one said anything, even Megatron. The secret surrounding Ruby's power was of a high importance for them.

Hearing that Rhinox didn't seem affect at all. "That's all." He told Roman with a laugh. "Sure, but you got to answer a question for me."

"And that is?" Asked Roman wondering what Rhinox wanted.

"Who is she?" Asked Rhinox as he pointed at Cinder. Seeing that Rhinox was pointing at her, Cinder wanted to run and hide, but soon everyone was looking at her.

"What do you mean Rhinox?" Asked Megatron wondering why he was so curious about their lunch lady.

"You see when Rattrap infiltrated this place, he found her, and told us about her. Since then I've been looking into her and the only thing that I have found is she doesn't exist." Hearing this confused everybody.

"What do you mean she doesn't exist?" Asked Megatron as he glared at Cinder.

"There's no record of her schooling, medical files, even a birth certificate. She just doesn't exist." Rhinox told him.

Hearing this Megatron refused to take his eyes off Cinder. Seeing this Cinder really wanted to leave as she was actually sacred right now.

"So, I'm guessing you know nothing about her, just like the Maximals then." Said Rhinox breaking the ice.

"Yes." Said Megatron as he hated to admit it. "Squad two take Cinder and her friends and lock them up." Ordered Megatron as the members of squad two got up and grabbed Cinder and her team.

"I will make myself clear." Said Megatron as he walked over and stood in front of Cinder. "I will give you one chance to tell us the truth. Who are you and who do you work for?"

"What makes you think I'm working for someone?" Countered Cinder trying to stand tall but was starting to fail.

"Because no one in your group can make someone disappear like this." Megatron told her.

"And you're going to trust this former Maximal like this?" Cinder asked him hoping it would cause him to falter.

"He might be a former Maximal, but what would he gain from lying like this?" Megatron asked Cinder as Cinder had no counter.

Seeing that Cinder was done Megatron turned to the men holding them. "Take them away. And have a guard on them at all times." Ordered Megatron as the men followed his orders.

Megatron then turned to Rhinox. "Thank you Rhinox for informing us about her." Megatron told him as Rhinox grinned.

"Happy to do my part." Rhinox told him as he was ready to leave.

"Hold up." Said Roman as he walked over to Rhinox. "We answered your question now answer ours." He told him as he knew Rhinox was trying to avoid answering.

"Oh, silly me, I almost forgot." Rhinox told him as his grin was still on his face. "Ruby's secret is she has a fragment of the Matrix in her."

Hearing this caused all the Predacons in earshot to gasped in shock. While the White Fang and Roman were confused.

"That explains so much." Megatron said to himself as he started to mumble to himself.

Seeing that he wasn't going to get answer Roman left the room as Rhinox watched him leave. Roman then went to one of the lower levels of the Darksyde, one of which was surrounded by rock from the crash making it hard to reach and as such no need for cameras and such.

He then saw Adam as he was watching something on his scroll.

"Is that the latest Griff ball game?" Asked Roman letting Adam know he was here.

"No, but it's quite interesting." Adam told him as he turned his scroll to Roman to see. On it was Emerald letting Cheetor and Tigatron out.

"This could be good blackmail." Adam told him as Roman groaned.

"Too little to late." He told Adam who was confused. "Rhinox spilled the beans on them."

"What do you mean?" Asked Adam as Roman explained what happened.

"I see, we can use this." Adam told Roman who agreed with him. But before they could say anymore someone spoke up.

"So this is where you ran off to." Said Rhinox as he entered the room.

Seeing they were found out both men were ready to attack him. "Hold your horses, I'm not here to bust you." Rhinox told them as he held his hands up.

"Then why are you here?" Asked Roman not letting his guard down.

"To warn you." Said Rhinox confusing them.

"About what?" Asked Adam confused.

"I'm taking over." Rhinox told them surprising them. "I can take care of Megatron and his goons fine, but there too many White Fang to take out, unless…" Rhinox trailed off worrying the two.

"Unless what?" Asked Adam worried what he might say.

"Unless I use the toxic air from the nearby volcano and kill all of you." Explained Rhinox with a sick grin.

"Then what do you want from us?" Asked Roman sensing a deal in the air.

"I want you two to keep your men from interfering with me. Do that you'll be my right-hand men." Rhinox told them as Roman thought it over, but Adam wasn't the same.

"And how do we know you won't rat us out?" He questioned Rhinox not trusting him for a moment.

"You don't." Was all Rhinox said as Adam was getting mad.

"That's pretty much the same thing Megatron said to me when we first meet." Adam growled as he was about to draw his blade, only for Roman to stop him.

"Give us a minute." Roman told Rhinox as he pulled Adam to the side.

"What are you doing!" Demanded Adam as he ready to attack Roman.

"Keep your voice down." Whispered Roman as he looked over at Rhinox who waved at him.

"Why should we listen to him?" Adam whispered back.

"Because we don't have to raise a finger." Explained Roman. "If theses two want to fight let them. When the dust settles, we can then decide what to do."

Hearing this Adam did see the value in it. He then turned to Rhinox. "Ok we'll stay out of this." Adam told him as he still had a bad feeling about all this.

Hearing this made Rhinox smile. "Glad to hear it." He told the two with a grin, as he started to walk away. "Now if you'll excuse me, I've got a war meeting with our great leader." And with that he was out of sight.

Seeing he was gone Adam turned to Roman. "Are you sure about this?" Adam asked him as long-time tactics wasn't his forte.

"No." Roman told him with a straight face. "But right now lets see how things play out. But Rhinox is right about one thing though."

"And what's that?" Roman asked him wondering what it was.

"We've got numbers on our side. And all we need is one big slip up from Megatron and we can give him the boot." Explained Roman as Adam added something.

"Or one big win for Megatron and we lose everyone." He told Roman who couldn't argue with that.

Later both Megatron and Rhinox were in the command area as Megatron was sitting in his chair while Rhinox was on a platform.

"Nice little set up chief." Complimented Rhinox as he looked around the room. "I think I'm going to feel right at home."

"And now that you have toured our base and gotten to know the men, to business." Said Megatron as he pushed some buttons as a sphere came up between the two of them, as the Maximal base showed up on it.

"Your former lodgings Rhinox." Said Megatron as he gestured to the projection. "And you have intimate knowledge of the defence systems. Knowledge that will, prove most valuable, Yeess."

"And what's in this for me?" Asked Rhinox as Megatron was a little taken back by this but didn't show it.

"The satisfaction of having played a leading role, in the destruction of your former comrades." Answered Megatron as Rhinox thought about it.

"Destruction." Said Rhinox as he thought about it. "Yup destruction is always good," Then all the sudden the picture on the sphere got distorted as it then vanished.

Seeing this Megatron let out a 'argh' as he tried to get the picture back.

"Something wrong?" Asked Rhinox curious to what it could be.

"There must be a malfunction in the image decompression protocol array." Said Megatron as he tried to get it to work again.

"Gee, I hope it under warranty." Said Rhinox with a hint of smugness in his voice. Hearing that only made Megatron growl at him, as he sent him down to the lower levels to find out how long to fix the problem.

A little bit later Scorponok was working at one of the consoles trying to figure out what was wrong as Rhinox entered the chamber.

"The chief wants to know how long this is going to take." Rhinox told him.

"Tell him not to get his software in a snarl." Scorponok not liking the tone he was getting from Rhinox. "Frist, I have to figure out what the slagging problem is."

Scorponok then took the cover off the console and was immediately able to figure out what the problem was.

"Hang on. The reactor modem is missing." Said Scorponok as he saw a chip was missing from the console.

"No." Said Rhinox is a mocking/sarcastic tone. "You shock me Scorponok."

Scorponok then walked away to get a new chip wondering who took the one from the console. But as soon as he back was turned Rhinox held out his hand with the chip in it, as he then crushed it and let the parts fall to the ground. Rhinox then got a grin on his face as he walked over to a tower of metal crates as Scorponok was looking for a replacement chip.

"Oh Scorponok, over here." Said Rhinox as Scorponok looked his way and saw Rhinox behind the crates as he pushed them forward a bit, causing them to tip in Scorponok direction.

"Hey, hey, hey." Said Scorponok as he walked towards the crates and Rhinox. "You got to be careful there." He warned Rhinox not realizing the danger he was in.

"Oh, I'm being real careful. See I'm on this side and it's all going to fall, THAT WAY!" Explained Rhinox as he gave the tower a good push causing it to fall over.

Seeing this Scorponok tried to run, but he was too close. The crates started to fall on him one by one. As each one damaged him, until he was crushed by them and went into stasis.

Sometime later Megatron and Wazzpinator found him as Megatron removed the last crate off him.

"Idiot!" Yelled Megatron as he flipped Scorponok over and poked him with his tail spear. "What have you done?"

The two looked down at Scorponok and saw he was in stasis lock. "The idiot does not respond. Idiot is in stasis lock." Said Wazzpinator stating the obvious.

"Get him to the restoration chamber." Ordered Megatron as Wazzpinator started to drag him away as Adam entered the room.

"Megatron the cameras were all off when this happened." Said Adam as he gave his report on what the camera's saw.

"Then what happened here?" Megatron mostly asked himself.

"I can only think of two things." Said Adam as Megatron gave him the look to continue. "The first is those crates fell over on their own. I've had men voice their worry about how height they were. And the second is someone is making a power play on you."

Hearing this Megatron was more inclined to believe someone was making a power play, but the question was who?

A little bit later Wazzpinator had just put Scorponok into the tank, seeing that his work was done Wazzpinator fly off as he was grumbling to himself again. But then out of nowhere a steel crate slammed into him as he went flying into a wall. Wazzpinator then started fly off like he was drunk in the other direction.

"Heads up!" Mocked Rhinox as he left the area with a grin on his face. Then Wazzpinator flew back into the room as is he was playing a game of pinball and he was the ball as he hit everything in the room.

Terrorsaur then poked his head out from his hiding spot as he watched Wazzpinator fly about. "So, this is the game." Terrorsaur said to himself as Wazzpinator flew into the command area.

"Destroy all Autobots!" Said Wazzpinator as he flew about like a mad man gaining everyone's attention.

"Wazzpinator what are you buzzing about?" Asked Megatron who for once was unsure as to what was happening.

"My money is he got into the sugar." Said Roman as he watched Wazzpinator fly about.

"Wazzpinator negative, negative, negative! I am Shrapnel! Decepticon hero-o-o-o." Said Wazzpinator confusing everyone in the room.

"Shrapnel! That was a Decepticon from the great war three centuries ago." Said Blackarachnia as she has been studying Transformers history as she added one more thing. "He's wacko."

Then Wazzpinator flew down next to Megatron and Blackarachnia. "Wacko! No wonko, wonko the sane!" Said Wazzpinator as he started to hit his head over and over.

"Ok." Said Roman as he started to back away. "So, what are we going to do about hero boy over there?"

Megatron looked at Wazzpinator as he flew about like a crazy bot. "Somebody get him to the restoration chamber." Ordered Megatron as he was trying to figure out who was responsible for this.

At the same time Roman was laughing up a storm on the inside as he watched Wazzpinator flew about as some of the White Fang tried to catch him. 'Can't wait to see what he does next.' Roman thought to himself with a smile on his face.

Meanwhile Rhinox was walking down an empty hallway thinking about his next move. He then reached an intersection as he thought about which way to go. But hen out of no where Terrorsaur in beast mode dropped down from the ceiling in front of Rhinox as he held onto the ceiling.

"Look who it is, our loyal friend." Said Terrorsaur while Rhinox wasn't impressed.

"Is that suppose to mean something?" Rhinox asked him wondering what he was up to.

Terrorsaur then dropped down. "Deep six the big eyes wide routine. You're trying to destabilize the whole operation, so you can knock off Megatron and take over! Well I got news for you pal." Said Terrorsaur as he then looked around while Rhinox put his hands on his hips. "I like this plan. So, here's the deal, you and me, equal partners."

"No here's the deal." Said Rhinox as he then grabbed Terrorsaur by his neck and put him up against the wall. Terrorsaur tried to transform, but Rhinox put pressure on his neck stopping him.

"Your going to keep your big beak shut and do exactly what I tell ya. Cause one false move and you're a new fast food sensation, Pterodactyl hot wings! Get it!" Explained Rhinox as he squeezed Terrorsaur neck so hard a cracking sound could be heard as he then let go of him.

"Got it." Said Terrorsaur weakly as he sat on the ground.

"Good." Said Rhinox as he walked away as Terrorsaur breathed in and out heavily.

Meanwhile Megatron was checking the security cameras looking for who ever was undermining him. As he switched to a new camera, he found both Tarantulas and Blackarachnia both in beast mode hanging from the ceiling in their own webs in pain.

"Tarantulas! Blackarachnia! These spiders have been poisoned." Megatron said to himself as he pushed a few buttons on his command chair only to get static.

"What's going on around here!" Yelled Megatron in frustration as nothing was working and his forces were being taken out one by one.

At the same time outside the Darksyde hidden by a cliff were the Maximals as Rattrap was in robot mode as he hacked Rhinox comm again.

"Now I see why you wanted him in there." Said Speedclaw a she laughed. "Rhinox doing more damage to them in one afternoon, then we have in a week."

"Yes I was guessing the transformation would push Rhinox's aggressive circuits to their max. And I looks like I guess right." Said Optimus as he was glad his guess payed off.

"Now for the hard part. Getting Rhinox out before Megatron puts two and two together." Said Skyshooter as he looked at the Darksyde.

"Then what are we waiting for? Let's go!" Said Speedclaw as he was ready to jump in.

"Not yet." Said Optimus shocking the others as he continued. "If we rush in now, we're facing seven Predacons including Rhinox plus who knows how many White Fang."

"And if we wait, we're facing six Pred's, an X amount of White Fang, and a large collection of Rhino bits." Said Rattrap with worry in his voice for his buddy.

"I know Rattrap, but Rhinox and Megatron have one more hand to play, with each other. We'll move in closer and then we'll hold our position, until I give the word." Said Optimus as the others agreed and they started to sneak over to the base.

Unfortunately for the Maximals their worries came true faster than they thought as Scorponok had just came out of the restoration chamber and told Megatron everything that happened as they talked in the command room.

"I looked up." Said Scorponok as his lip trembled as he was once more scared by the war. "And balm!"

Hearing this made Megatron not sure if he wanted to scream in anger/frustration or find Rhinox and make him suffer. "It seems I made a mistake by reprogramming the Maximal. Yeess. But fortunately, this can be rectified. Its time to bring this experiment and Rhinox himself to an end!" Said Megatron as he slammed his fist into his chair.

"Adam respond." Said Megatron as he wanted more men for his rhino hunt, but he got nothing. "Adam come in!" Said Megatron trying again but getting the same results.

Seeing this made Scorponok feel better. "Looks like he's not coming." He told Megatron with some smugness in his voice.

Hearing that made Megatron growl. "There no telling what damage Rhinox has done." Said Megatron as he wondered what Rhinox said earlier in the mess about Ruby was true or not.

"Find Terrorsaur and meet me at the Trans-muter." Ordered Megatron as Scorponok saluted him and left.

Later Rhinox was in beast mode walking on a vent in the room the Trans-muter was located in without a care in the world.

"Rhinox." Said Megatron in singing tone as he rode up on a platform in robot mode. "Such a pleasure to see."

"Always a treat to see you too." Replied Rhinox in happy tone.

"Traitor!" Megatron suddenly said.

"Yup, you got a point there." Answered Rhinox as if he wasn't in trouble. "In which case Rhinox Terrorize!" As Rhinox got ready to fight Megatron.

"There playing our song." Said Rhinox as he then grabbed Megatron by the neck and brought Megatron closer to himself. "Time to dance!"

"Oh, I so do hate to disappoint." Megatron told him with a clam tone. "But you won't mind if I sit this one out." As he then punched Rhinox in the head with his T-rex head, causing him to let go of him and gaining some space between them.

As Rhinox gained his bearing he saw both Terrorsaur and Scorponok, in robot mode, on his sides as they were both ready for a fight.

"What's wrong?" Asked Rhinox with a smirk. "You forget to feed your pets?" No one needed explaining as they knew who he was talking about.

"What did you do?" Questioned Megatron curious as to how he got them out of the picture.

"Well since you asked so nicely." Mocked Rhinox with a grin. "I threatened them with allowing the toxic gasses from the nearby volcano into the base."

Hearing this caused Megatron to snarl at him. That was his fall-back plan in case they got too wild, now they'll think of counter measures for it.

"But boy do you have a lot of schemers here." Said Rhinox as this Megatron curious.

"And what do you mean by that?" Questioned Megatron as he wanted answers.

"Well you got Terrorsaur over there, as well as Cinder. But you got some men who are bidding their time, waiting for the time to strike." Rhinox told him as Megatron glared at him.

"And why should I believe you?" Questioned Megatron as he wasn't sure about this.

"I don't know, but I do know that your guidable. I mean you believed that a 15-year-old girl has the Matrix in her." Rhinox told him with a laugh as Megatron grinned his teeth.

"And as for you." Said Rhinox as he turned to Terrorsaur. "You're on their side now. Gee a guy can hardly keep track who with who around here." Hearing this caused Terrorsaur to gulp and try to look innocent.

"What's he talking about?" Asked Scorponok as he never truly trusted Terrorsaur.

"Don't listen to him, he even said he doesn't tell the truth." Said Terrorsaur quickly, a little too quickly for Scorponok liking.

"When I slagged you and bug eyes, he was watching and smirking!" Rhinox told Scorponok while Megatron shock his head knowing what was about to happen. While Terrorsaur tried and failed to defend himself.

The next thing everyone saw was Scorponok charging forward as he then jumped over Rhinox and started to attack Terrorsaur. The two started to fight while Rhinox looked on smiling.

"Idiots!" Yelled Megatron as he couldn't believe how easily they fell for his lie. "He's the enemy!"

Then Rhinox grabbed both of them, by their necks, laughing all the while. He then slammed the two together knocking them both out, as he then held them both outside the vent and dropped them.

Rhinox then grabbed his machine gun and fired at Megatron's knee's disabling them for the moment. Megatron then fell off the platform and landed near the Trans-muter. Rhinox then jumped down and landed inside the Trans-muter line of fire as he looked down at Megatron.

"Well, want do you know, I win." Said Rhinox with a smile, as Megatron slowly got to his feet.

"Reprogramming me was the worst mistake you ever made. Cause now that I'm a Predacon, I'm just a little too crafty for you." Monologued Rhinox as he walked around the inside of the Trans-muter.

"Yes, I see this now." Said Megatron as he tired to stand.

"It's called Irony, sport. I take over and you head straight for the recycling bin. Yeeeesss." Mocked Rhinox.

"So, it would seem." Agreed Megatron as he saw he still had one card to play. "And even now Rhinox, you're teaching me a valuable lesson."

"Yeah! What's that?" Asked Rhinox as he leaned closer to Megatron wondering what he had to say.

"Sometimes Predacons gloat too much." Answered Megatron as he then fired at the Trans-muter's controls turning it on. The device then fired it's beams at Rhinox who was still inside it's range. When the device finished Rhinox stood there as he was back to normal.

"Wh… What happened." Asked Rhinox mostly to himself as he couldn't remember anything from the last few hours.

"Maximal buffoon." Said Megatron as he then fired at Rhinox, who was still out of it and took the blast head on. "You thought you could out wit me!"

Then out of no where the wall behind Megatron exploded causing the alarms in the base to go off. The next thing Megatron heard was Optimus yelling 'Maximize!'.

Megatron turned around and saw Optimus with the Maximals from earlier and then he saw he only had Scorponok and the still crazy Wazzpinator with him.

"Decepticons attack, attack!" Yelled Wazzpinator, but Speedclaw lined up a shot and nailed Wazzpinator right on the head causing him to crash and burn.

"More then meets the eye." Said Wazzpinator weakly as he then went into stasis lock. Unfortunately, his gun was load and as he hit the floor, he'd pulled the trigger causing it to fire and hit the Trans-muter, causing it to overload.

At the same time Skyshooter flew towards Scorponok as he stabbed him in the shoulders with the blades on his guns and took him to the air.

"Let me go!" Yelled Scorponok as he grabbed the blades and tried to get them out.

"Well since you asked so nicely." Said Skyshooter with a grin. Scorponok saw the grin and panicked as Skyshooter put his feet on Scorponok's shoulders and pushed down. Scorponok screamed as he fell down and landed on one of the Trans-muter's towers, causing him to get shocked as he then went flying into a wall from all the power.

Optimus glared at Megatron as he circled the recovering Pred. Optimus then brought out his machetes and started to do some impressive moves with them. Megatron watched for a bit before he raised his T-rex head and shot him in the chest, causing Optimus to fall onto the floor as his machetes landed near him. Optimus then got up and grabbed one of his machetes with both hands as he charged at Megatron. Once close Optimus jumped at him, but Megatron fell onto his back and use his feet to push him away. Once in the air Megatron then shot him twice as Optimus fell as Megatron jumped back to his feet, laughing all the while as he walked over to Optimus.

Once close to Optimus Megatron moved his T-rex head closer, only for Optimus to suddenly jump up and cut Megatron's right arm off.

"It's going to blow!" Yelled Speedclaw suddenly as the room shook from the power build-up of the Trans-muter.

"Predacons! Take cover!" Yelled Megatron as he didn't want to be around when Trans-muter exploded as he ran for cover himself.

"Rattrap grab Rhinox and less go, go, go." Order Optimus as Rattrap already had Rhinox over his shoulder as the two made their way to the exit.

As soon as the Maximals got clear, the Trans-muter exploded. The explosion shook the base as everyone in it fell to the floor.

Back in the Darksyde Terrorsaur Looked around the destroyed room as Megatron stepped up behind him.

"No, wait! I can explain!" Pleaded Terrorsaur as he saw the unamused face Megatron had.

"Let me share this with you Terrorsaur. I am very, very unhappy indeed. Oh yeeesss." Said Megatron as he grabbed Terrorsaur with his good arm as Terrorsaur shook in fear.

00000000

Vale

After getting out of Darksyde the Maximals called for a ground bridge as soon as they were in a safe area. But instead of going back to base they were to a nice flower field to rest and to make sure Rhinox was himself again. After a few tests they were sure Rhinox was fine and that the Predacons didn't do anything else to him.

Currently everyone was in beast mode as Rhinox sat on the ground with a troubled expression on his face.

"Rhinox what's wrong?" Asked Optimus as he worried about him.

"I put Ruby at risk." Answered Rhinox as the other could knew what he meant.

"You told them about the Matrix?" Asked Skyshooter as he was already making plans on what to do.

"Yes, but I told Megatron I was lying. It might throw him off for a bit." Said Rhinox as he couldn't believe he did that.

"Hey, it's not your fault." Said Rattrap trying to comfort him.

"That's right it's those Pred's fault." Agreed Speedclaw.

"I guess your right." Said Rhinox as he still felt terrible, but then remembered something important. "Optimus you remember that girl Rattrap found awhile back?"

"Yes." Answered Optimus. "We couldn't find out anything about her."

"Well the Pred's knew nothing about her either." Rhinox told him as this confused everyone.

"Then who is she?" Asked Rattrap as he was really confused now.

"Do you guys feel like we're about to gain a new enemy in this war?" Speedclaw asked everyone as they too felt that way.

"Well that's just prime." Said Optimus as he was worried, confused and above all else curious as to who this person was and why she was erased from the world.

00000000

Vacou, Darksyde

Cinder growled as she sat in her cell with both Emerald and Mercury, as the two of them stayed silent. Ever since Rhinox ratted them out they have been sitting in this cell with no way to contact their superior.

But then they heard the door open and to their shock it was a seeker grimm.

"Tell me child why are you in this cell?" They heard a female voice ask them, as someone was using the grimm to talk to them.

"It's somewhat Watts fault." Answered Cinder as she wasn't looking forward to this.

"You still haven't answered my question." The voice told her as Cinder could tell she was getting annoyed.

"It's because I have no history." Cinder told her as she then explained. "Megatron recently converted a Maximal to his side, who told them that there was no history of me anywhere. Hearing that Megatron threw us in a cell."

They then waited for an answer and after a few minutes they heard the voice. "I will tell Dr. Watts to make you a history, but remember I need to you tell me what's going on in this war. It's already affecting my plans."

"Of course, but they won't be very trusting of us. I think we should think about extraction soon." Suggested Cinder as she hoped she would agree. She hated this collar they put on her and the tasks she was being given.

"You have a point there child. But for now, keep me informed." The voice told her as the seeker then left the room.

Once it was gone Emerald spoke up. "What do we do Cinder?" She asked unsure what to do.

"We wait." Cinder told her as that was the last thing she wanted. "We wait and plan out our next move."

But one thing was for certain, Once Cinder got this damn collar off there will be hell to pay.

Sorry about the wait, I couldn't decide if I wanted Rhinox to turn Pred or Ruby. But after some thinking Rhinox was the better choice since it would be harder to explain how they turned Ruby of all people evil. And I know that team RWBY didn't show up, but I couldn't think of a way to include them in this chapter.

Now I don't want to spoil anything, but the next chapter will change things in the Beast Wars, and I will do my best to get it out faster.

So until next time.