"Talking"

"Radio talk"

"Sentinel"

"thinking, weapons names, and flashbacks"

Disclaimer: I do not own either Beast wars or RWBY

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Chapter 21

Double agents

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Vacou, Darksyde

It was a few days since Megatron tried to turn Rhinox to their side and failed. And everyone was still trying to clean up the mess. Since the Trans-muter required a large amount of power, when it exploded it caused their power grid to crash. It took two days to get the grid back to normal and when they finished Megatron started another project, while giving Blackarachnia her own project.

Currently Blackarachnia was looking for any history she could find on Cinder and her team. She had already gone through the four main schools and was checking the hospitals in Mistral when she finally got a hit.

"Finally." Blackarachnia as she brought up everything that she could find on Cinder. As she looked through the info, she caught something that didn't make sense.

"How can she have a school record today, when she didn't have one yesterday?" Blackarachnia asked herself as she checked the other two and found the same thing.

Seeing this Blackarachnia decided she had enough and went to find Megatron to report her findings. Normally she would use the radio, but since Megatron started his new project he was hard to reach unless it was in person.

She soon reached the lab Megatron was using as the door opened revealing Megatron (In robot mode), Adam, Roman, and… Dinobot (In beast mode)!

"How'd he get in here?" Asked Blackarachnia as she brought out her gun and took aim at Dinobot.

Seeing this Megatron grinned. "Perfect." He said as he glad for the reaction.

"Perfect, we have a Maximal in the base?" Questioned Blackarachnia as she gave Megatron a weird look while keeping Dinobot in her sights.

"This a clone of Dinobot." Said Roman with a grin.

"A clone!" Repeated Blackarachnia as she couldn't believe it.

"Yes, but that's none of your concern." Said Megatron as he turned to Roman. "Start prepping the clone I'll be with you soon."

"Ok." Was all Roman said as he and the clone walked off.

"Well." Said Megatron wondering what Blackarachnia wanted. Not needing to be told twice she started.

"I looked into those three like you wanted and I found nothing till today. I found out that the three of them attend Haven academy. But when I check the day before there was no file on them. That means they somehow contacted someone and had them make a paper trail for them."

Hearing this Megatron thought about what he heard, while Adam was more vocal.

"Are you sure you didn't miss it the first time?" Adam asked her, causing her to glare at him.

"Of course not!" She hissed. "This data was recently put into Haven's systems."

"Then why would they contact someone, just to make them a history?" Countered Adam not buying this.

"Yes, Why?" Said Megatron. "And how did they contact someone?"

"It could have been when the power grid was down, and the White Fang weren't present." Suggested Blackarachnia as that was the most likely answer.

"Yes, but then why didn't whoever broke in not free them?" Wondered Megatron as this was getting intriguing.

"Then what do we do with them?" Asked Blackarachnia as she hoped he would say to get rid of them.

"We let them go and play the part of the fool for now." Megatron told her as both of them were shocked to hear this.

"Are you sure about that Megatron?" Asked Adam as that didn't sound safe to him. "We should keep them locked and interrogate them."

"Yes, that might work, but if we let them think we aren't on to them, they will make a mistake." Megatron told Adam, as Adam growled.

Megatron then turned his attention to Blackarachnia. "You have done well." He praised as he continued. "I want you to transfer everything you have to Tarantulas and let him take over."

Hearing this shocked Blackarachnia. "What! Why should I?!" She asked in shock and anger.

"Because he has more experience in this." Explained Megatron. "Your dismissed!"

And with that both Megatron and Adam left leaving a fuming Blackarachnia standing there. Soon once they were gone Blackarachnia left and went to her room. Once there she made sure the door was locked and moved a panel on the wall and brought out a notebook. She then sat down at her desk and went over the contents of the book.

'Why did I even make this book?' Thought Blackarachnia as she made the book as a why to keep her findings and thoughts about why she was a Predacon private.

'Ever since my first battle I can't get what Ruby said out of my mind.' Continued Blackarachnia as she thought back to that battle.

"You took an innocent life when you stole that stasis pod and then you wrapped the proto-form inside to suit your own means."

Ever since hearing that Blackarachnia had questions about where the proto-form she came from, came from and why she was with the Predacons. But the more she thought about it the more, but she wasn't sure.

'I've been at this for months and still no answer.' Thought Blackarachnia as she knew it was time to talk to a certain someone. And with that in mind she got up and hide her book again as she made her way to the ground bridge.

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Vale, Beacon, Training room

At the same time at Beacon, Ruby (in her regular clothes) fell to the floor with a thud, as she slowly got up and kept Silver Thorns in front of her.

Across from her was a boy with dark skin and dark, messy copper hair that has a long fringe and a cow lick. He wore sleeveless muted orange zipper vest that has a black lining and a high collar. He also wore black jeans with brown laced shoes. He also had long black gloves and has several pouches attached to his belt. But two things stood out for this boy the first was his arms are covered in scars, with a vertical scar on his lip. The second thing was his eye were pure white, showing he was blind.

Ruby looked at his weapon called Sharp Retribution. A weapon with a simple design that consisting of blade attached to gauntlet on each arm, with a barrel on each end.

"You nearly got him that time Ruby." Said Coco (In her regular clothes) as she sat on the sidelines with a grin on her face.

"Yeah, sure." Said Ruby with a groan as she stood up.

"You are doing better." Said Fox as she walked over to her as he added something. "Just remember that using a weapon like this you need to use a punching/swinging motion. Not just a punching motion."

Hearing this Ruby nodded as the two went to the side of the room and grabbed some water. After drinking Ruby turned to Coco.

"Thanks again Coco for introducing me to Fox." Said Ruby as she was grateful. Sure, she could have had Yang help her, but she was more punching then slashing.

"Don't mention it." Said Coco as it was fun to watch Ruby fly through the air.

"But just know we are leaving for a while in a bit." Added Coco as this confused Ruby.

"Where are you guy's going to be?" Asked Ruby.

"We signed up for that hunters exchange program." Answered Fox as he took of his weapon.

"You mean that program where you leave your kingdom for a few weeks and learn about how they operate in other kingdoms!" Said Ruby in excitement, as she wished her team could do it, but the program was for second years and up.

"That's the one." Said Coco as she didn't sound too excited.

"Where are you guys going?" Asked Ruby picking up on Coco's tone.

"Atlas." Answered Coco as Ruby understood. She was there once when she volunteered to help build Tigatron's commutations station. It was freezing up there, now she understood why her uncle hates going to Atlas for work, though there probably other reasons too.

"Ouch." Said Ruby as she gathered up the last of her stuff. "Well try to stay warm out there. And when you get back Fox, I'll show you how much I've improved."

Hearing that caused Fox to smile. "I look forward to it." He told her as Ruby left the room and head back to her room.

As Ruby walked to her room she thought about where her team was, as Yang and Weiss were on patrol and Blake was at a book sale in Vale. Normally Ruby would join her sister and teammate on patrol, but she had some homework she had to get done first.

Ruby then entered her room and as she opened her door, she was shocked and scared. For sitting on Blake's bed was Blackarachnia.

"Well what are you waiting for? Come in and close the door." Said Blackarachnia as Ruby weighed her options. The first was to run and get help, but if she did that who knows what Blackarachnia would do. The second was to enter the room and grab her spare gun and hope for the best.

Making up her mind Ruby entered her room and closed the door. Once in she never took her eyes off Blackarachnia as she slowly made her way to her bed where she hid her gun.

"Looking for this." Said Blackarachnia as she held up Ruby's gun. Seeing this Ruby gasped as she was ready to charge her.

Then out of no where Blackarachnia tossed the gun to her, as Ruby caught it and looked at her confused. "Look I'm not here to fight." She told Ruby.

"Then what are you here for?" Ruby asked her not letting her guard down.

"Answers." Said Blackarachnia as Ruby was surprised by this.

"What do you mean?" Asked Ruby again not sure what was going on.

Blackarachnia sighed as she answered. "About who I really am."

Hearing this Ruby then sat down across from her, with her gun ready. "What do you mean who you are?" She asked now curious.

"Ever since the first battle I was in, my mind keeps going back to what you said and what Megatron said." Explained Blackarachnia as she continued. "You showed such emotions for someone you never meet before, while Megatron was ready to throw me away."

Hearing this Ruby spoke up. "Then why come to me?" She asked not sure why Blackarachnia was opening up to her.

Blackarachnia sat there as she thought about how to word it. "Because you care." She told Ruby as Ruby sat there.

"What do you want to know." Said Ruby with a serious face.

Blackarachnia sat there as she thought what she wanted to know first. "How am I a Predacon?" She asked as she knew most of it, but something felt wrong.

"When the Maximal's and Predacon's ships crashed here, the Maximals released their stasis pods into orbit. When your pod came down, we tried to retrieve it, but the Predacons and White Fang got to it first. They then reprogrammed you into a Predacon." Explained Ruby as she never took her eyes off Blackarachnia.

Blackarachnia nodded as this fit with what she knew. 'I guess she is telling the truth.' Thought Blackarachnia as that first question was a test.

"Then why do you care about me?" She asked as she never understood why Ruby cared so much. "You didn't even know me?"

"That's true." Admitted Ruby. "But you were never given the choice of if you wanted to join this war or not?"

Hearing this confused Blackarachnia. "Do you mean I would have a choice to fight in this war?" She asked Ruby shocked and confused.

"Yes." Said Ruby. "Everyone in the Maximals choose to fight. If you didn't want to, we would have done our best to keep you out of it and safe."

"Really?" Asked Blackarachnia not believing that.

"We would have. We're not monsters forcing others to do what we want." Ruby told her.

"If that's true, then why did you join up with the Schnee Dust Company?" Asked Blackarachnia not believing what she was just told. "They are famous for how they treat Faunas'."

Ruby groaned as she knew this was coming as she tried to choose her words carefully. "You're right, but what you might not know is that the female Schnee's hate what has happened to their family's company. Most of what you hear is because of Jacques Schnee and his desire for lien and power. We joined up with them for resources and to help the women to regain control of the company and end what Jacques has done."

"You expect me to believe that some outsider, somehow gained control of one of the biggest companies on Remnant and no one knew who he was like?" Questioned Blackarachnia as she found that hard to believe.

"Wiess told me that her father was like a human version of Megatron." Said Ruby as she let that sink in.

Blackarachnia thought about it and knew that Megatron was a smooth talker, who acted like he had one hand to play with, when really, he had other hands to use. If this Jacques was a human version of Megatron then things would make sense.

Seeing that things with the Schnee Dust Company weren't as they seemed Blackarachnia changed topics.

"You said if I didn't want to fight in this war, I didn't have to. But would you accept a bad girl like me into your ranks?" Blackarachnia asked as she wanted to know.

"We would." Said Ruby without a second thought. "I don't know if this is the personality you would have had if we got your pod first or not, but we would have accepted you as you."

Blackarachnia was actually shocked to hear that, as she expected they would want her to act like some sort of goody two-shoes. Not allow her to be herself.

"After all, we accepted Dinobot and his warrior's ways and Rattrap's whinny attitude." Added Ruby as a small joke.

"Then let's say I leave the Predacons and join your side. Would you reprogram me as a Maximal?" Asked Blackarachnia as she didn't like the idea of people going through her systems.

"We would look into it and see if we could. But in the end the choice will always be yours." Ruby told her, but before either one could say anything else Ruby's Comm went off.

Ruby looked at it before looking at Blackarachnia. She then let it continue, until it stopped.

"What if that was important?" Blackarachnia asked her as she had a feeling what it was.

"This is more important." Answered Ruby before she added. "They also know I'm doing some training with another team today, so I'll tell them I ran late."

"I see." Said Blackarachnia as she looked at Ruby.

"Blackarachnia." Started Ruby as she took a breath. "I don't know what's going on with you right now, but I want you to know I don't believe you're a bad person. You say you're a bad girl, but that doesn't make you bad. I don't know how things work in the Predacons, but I can tell you're constantly looking over your shoulder. That's no way to live. I know you don't believe me, but Maximals will accept you, it may take some time though."

Blackarachnia sat their as she let Ruby's words sink in. She wanted to trust her, to believe her. But she needed something for that to begin.

"I want to believe you." Said Blackarachnia as Ruby felt some hope build up. "But all you are saying are words." And with that Ruby's hope fell.

"Then how can I gain your trust?" Asked Ruby as Blackarachnia thought about it.

"Do you really have the Matrix in you?" She asked as Ruby gasped as she wasn't expecting that. Ruby thought about what to say as Blackarachnia sat there waiting for her answer.

"Trust is a two-way street. If I tell you this, I would like something in return." Said Ruby as Blackarachnia wasn't expecting that respond.

"What do you want to know?" She asked as she wondered what Ruby wanted in return.

"I want to know everything about that human girl in the Predacons." Answered Ruby as Blackarachnia was curious about what she knew, but she had her answers she wanted first.

"Ok, but I want you to answer first." Said Blackarachnia as Ruby looked her right in the optics.

The two stared at each other as Ruby final spoke. "Yes, but it's only a sliver." She told Blackarachnia, as she gasped as she never thought Rhinox was telling the truth and that Ruby told her the truth.

'She told me the truth!' Thought Blackarachnia as she saw no doubt in Ruby's eyes. 'I'd never thought she would tell me the truth.' At this revelation Blackarachnia views on Ruby started to change. She then held up her end of the deal.

"I don't know much about her." Started Blackarachnia. "All I know is she tried to blackmail both Roman and Adam into joining her cause, whatever it was. Megatron didn't take kindly to that and put that bomb on her. We just had her doing the odd and dirty jobs on the Darksyde. It was when Rhinox told us about her that we started to look into her and her acquaintances. But just found out someone erased them and then put them back."

Hearing this Ruby frowned as whoever they were, they had power. And why did she want Roman and Adam.

'Just what I needed. One question answered, and another two takes it place.' Thought Ruby as she rubbed her forehead as she felt a headache coming on.

"So, what now?" Asked Ruby hoping to distract herself from her headache.

Hearing that Blackarachnia stood up and walked to the window and looked out. As she stood there she thought about her options. Her first option was to stay were she was and hope nothing bad happens. But she wasn't too worried she was smart and tricky she could survive there. But a part of her asked her 'for how long'? The second option was jump ship and join the Maximals. She knew that had its own risks and Ruby even said there would be mistrust for some time.

She then turned to Ruby as an idea formed in her head. It was by far the most dangerous of the options she had thought of, but of the three it was the one that would work best for her in case things go wrong.

"I'll join you." Blackarachnia told Ruby causing the girl to smile.

"Ok, I'll contact the Axalon and we can head over there right now." Said Ruby as she went for her comm badge.

"Wait!" Said Blackarachnia causing Ruby to stop. "I said I would join you, not the Maximals." Clarified Blackarachnia.

"Me?" Said Ruby confused as she didn't understand. "Why join me, I'm part of the Maximals, so why not join us?"

"I don't trust them." Was all Blackarachnia said as Ruby now understood.

"If you just join me then if thing don't work out you can still be with the Predacons, and vice-versa." Ruby said out loud.

"That's right." Said Blackarachnia as she was looking out for her herself.

"Ok, then." Said Ruby as Blackarachnia expected more of a fight. "How do you want to stay in contact then?"

Hearing that took Blackarachnia by surprise. "Wait you're not going to try to talk me into joining the Maximals?" She asked trying to understand why.

"I could try to push you, but this is probably the best I'm going to get." Ruby told her as Blackarachniajust looked at her.

"You are a weird organic." Said Blackarachnia as Ruby has done the exact opposite of what Megatron would have done.

Soon the two talked about how to stay in contact with each other as they discussed many options. Finally the two had settled for a private group chat on a public website. They hope since it's such a public site that if Megatron or someone else caught on too many of the White Fang would be on it, making it hard for him to trace it.

It took them about an hour or so, but the two finally got a system set-up.

"Are you sure I can't convince you to join the Maximals? This is a dangerous game you're playing." Asked Ruby as she already knows the answer.

"Like you said. If this doesn't work out it's your word against mine." Blackarachnia told her as she was back in beast mode as Ruby sighed.

"Then I hope the day comes when you trust us enough to join us or when Megatron finally pushes too hard. What ever comes first." Ruby told her as she opened the window for her.

"We'll see." Said Blackarachnia as she started to climb out the window as she then stopped.

"Oh and here some info for you." Started Blackarachnia gaining Ruby's attention. "Megatron sent a clone of Dinobot to your base earlier. That's what your call earlier could have been about." And with that she crawled away before Ruby could say anything.

Hearing that Ruby's eyes went wide as she rushed for her comm badge. "Sentinel active ground bridge at my location for Maximal base!" She ordered as a ground bridge opened up as Ruby rushed through it.

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Vale, Patch, Axalon, Few minutes earlier

At the Axalon everyone was working on fixing the damage cause by Dinobot and his clone. Though some find it hard to believe.

"You and that clone really trashed the place." Said Cheetor as he checked out the command table.

"Aw, don't tell me your buying this clone stuff." Said Rattrap doubtful.

"I hate to say it mate, but I'm with Rattrap here." Said Boomer as he was fixing a chair. "A clone is pretty out there even for us."

"But you heard Megatron admit it." Countered Optimus.

"And we're supposed to believe the guy trying to kill us?" Questioned Yang.

"She has a good point there Optimus." Admitted Skyshooter as he and Bladegator were fixing the glass door on the lift.

Then a console beeped and Rhinox looked at it. "Looks like Ruby coming in." He told the others as she came up the undamaged lift.

Once in Ruby saw Dinobot and quickly got into a defensive stance with Silver thorns ready.

"Ruby what are you doing?" Asked Optimus surprised by her actions.

"I just got word that Dinobot was replaced with a clone." Ruby told her never taking her eyes off Dinobot.

"Wait how did you learn this?" Asked Skyshooter as the timing was perfect.

Hearing that Ruby stance wavered as she didn't want to oust Blackarachnia so she did the best she could.

"I was contacted by one of our enemy's today." Started Ruby surprising everyone in the room.

"Why didn't you call us?" Asked a shocked Weiss, as Yang looked betrayed.

"Because they wanted to talk." Ruby told her as she continued. "Said person has doubts on how things on the Darksyde are. After some talking, we have come to an agreement."

"What type of Agreement?" Asked Optimus wondered what Ruby offered.

"For them a place on the Maximals if they want it. And in return the other side might share info with us." Ruby told him.

"Like with Dinobot clone?" Asked Bladegator.

"Yes." Said Ruby as she turned her attention to Dinobot. "Now is this the real Dinobot or not?"

"As far as we know yes." Said Rhinox as all doubts of the clone were settled.

Ruby looked at Dinobot as she got an idea. "Dinobot, why didn't we upgrade your shield?" She asked him awaiting for his answer.

"We couldn't, due to the upgrades making it impossible for the shield to close or spin." Answered Dinobot as Ruby relaxed.

"It him." She told the others.

"Oh yeah. Then let me ask you something then?" Said Rattrap as he stepped in. "If there was a clone. Then where is he?"

Hearing that everyone looked at Dinobot for an answer.

"I'm afraid he's gone for good." Dinobot told everyone as they exchanged looks. "A shame really. He was such a handsome creature and quite tasty." And with that Dinobot flicked some meat out of his teeth that flew through the air and hit Optimus in the face, as Dinobot then burped.

Hearing this and seeing what Dinobot did, everyone was shocked as Weiss face turned green as she looked like she was going to puke.

Optimus then voiced everyone's thoughts. "Your disgusting."

Hearing that Dinobot growled. "Enough about the clone, we must know more about this… ally Ruby has made." Dinobot told everyone as everyone turned to her.

"I won't tell you who it is." Said Ruby as a few eyebrows, or what was close for the Maximals to raise.

"Why not mate?" Asked Boomer not understanding why.

"Because this is a fragile trust right now." Explained Ruby. "If I tell you who it is you might act differently if you face them on the battlefield, giving them away."

Hearing Ruby's cryptic message the others somewhat understood why she was doing it this. But Optimus and Skyshooter picked up an error on her part, when she said, 'if they meet on the battlefield'. That means it wasn't some low-level White Fang member, but someone high up or a Predacon.

"I see. While I don't agree with this Ruby, your judgment has been sound so far, so I'll leave this to you." Said Optimus as he hoped things worked out.

"I did learn something else." Said Ruby as she continued. "That mystery women the Predacons got, she tried to recruit the White Fang and Roman for her cause. Megatron didn't like that so he put the bomb on her neck. And now that Rhinox oust her to the Predacons she now has a history, a history that was added today."

Hearing that made the Maximals wonder who this woman was, as Rhinox went and checked to make sure. And sure enough they found her in Haven's files.

Seeing this Optimus spoke up. "Why is it whenever we solve one mystery two more pop up?" He asked himself out loud.

"Tell me about it." Said Ruby as she felt her headache coming back.

As Ruby stood there she wondered where here relationship with Blackarachnia will go. She still held onto hope that she'll join them, but it had to be her choice, or else she would be no different than Megatron.

But the real problem was this mystery girl. Who was she and is she the mastermind of her group or was she just another pawn? And the most important question is what is their goal?

Ruby Looked at everyone and hoped whatever it was they will be ready for it.

First off sorry about the wait, I got the new RWBY fall of beacon book and it's great. It foucus on my favorite team, team CFVY as they try to survive in Vacou, while protecting a tribe from grimm attack. I would recommend it for any RWBY fan.

Now then I bet none of you saw this coming. I want to clear this up first, Blackarachnia is not with the Maximals. At the moment she is with Ruby, but that doesn't mean much at the moment. She will pass on some info to Ruby and in turn expect some info in return. I will have Blackarachnia join up with the Maximals sooner than she did in cannon, but it will take some time.

I know there are some out there who wanted to see Dinobot's clone or maybe a clone of someone else. But I felt like this was more important than the clone. And if you disagree sorry.

Until next time.