"Talking"

"Radio talk"

"Sentinel/Computer"

"thinking, weapons names, and flashbacks"

Disclaimer: I do not own either Beast wars or RWBY

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Chapter 31

The low road

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Vale, Patch, Axalon

It was a beautiful day on the island of Patch, but at the Axalon it was a different story. When the Predacons and White Fang had control of the Axalon, it turns out they did a little gardening behind the Axalon. For at least a mile wide wild bean vines grew. These vines were found in Mistral and grew like weeds. And to top it off they were an invasive species so the Maximals had to get rid of them before the eco system on Patch was damaged.

So currently Ruby, Weiss, Winter, Qrow, Rattrap and Dinobot were out cutting down the vines.

"Oh man!" Whined Rattrap as he cut down more vines with his machete. "I signed up as an explorer, an adventurer, you know your basic galactic hero."

"Normally I would tell you to get your act together Rattrap." Said Winter as she used her sword to cut some vines. "But this time I think you might be right."

Winter grunted as this was her day off and she wanted to spend some time with her sister. But Weiss was helping with getting rid of these vines and somehow, she got roped into it as well.

"Quit your whining already you two." Said Qrow as he had Harbinger in scythe mode cutting vines down easily. "We can't let these vines grow out of control."

"Qrow is right, these wild beans vines could provide cover for our enemies." Agreed Dinobot as he used his rotating shield to cut the vines.

"Actually, I was talking about how they will affect Patch." Corrected Qrow as he added. "But that too."

As those four talked Ruby and Weiss stood father away as they were clearing the vines. They knew that with these four sooner or later they'll start fighting and as such decided to stay clear of them before it happened.

"Weiss, we're younger than them, right?" Asked Ruby as she used crescent rose to clear as large circle of vines.

"Yes." Answered Weiss as she used her summing glyph to summon her ice Megatron to clear the vines.

"Then how come we can be so much more mature than them?" Ruby asked Weiss as she saw the four for them talking.

Weiss thought about it and couldn't think of a good reason why. "I have no idea." Weiss told Ruby as they both went wide eyed with what they saw.

Rattrap leveled his machete to a bean. And like a bat he hit it, as it went flying and hit Dinobot right in the rear. The force of the blow caused Dinobot to fall over.

Seeing this Ruby and Weiss said the same thing. "Oh no." As they knew what was going to happen next.

At the same time Qrow laughed as Dinobot set himself up for it.

"You're laughing at this?!" Asked Winter as she marched over at Qrow.

"Hey, it's a little funny." Defended Qrow as Dinobot got up and glared at Rattrap.

"You insolate vermin!" Growled Dinobot as he then jumped at Rattrap pinning him to the ground.

Ruby and Weiss just sighed at the sight of Dinobot and Rattrap trying to kill the other, while Qrow and Winter stood there and argued.

"Again, how are we the mature ones?" Asked Ruby as she put her head into her hand and shook it.

Inside the Axalon Coco was on radar duty as she watched the screen and read the latest fashion magazine.

"Anything out there Sheila?" Asked Boomer as he walked over to her.

"Yeah, some nice boots, a couple of purses and oh that's a nice hat." Said Coco as she looked at a page.

"I meant on the radar." Said Boomer as he never understood the organic need for fashion.

"Nothing." Coco told him that quickly changed. The alarm went off as their red dots appeared.

"Correction we have three enemies inbound. Judging by their speed, it's the Predacon flyers." Said Coco as she put her magazine away.

"Bringing Sentinel online." Said Cheetor as he started the defence sequence.

Outside the base the autocannons came to life as they took aim and fired at Terrorsaur, Inferno, and Wazzpinator. Seeing this alarmed Ruby and Weiss as they turned to the others and were shocked. The four of them were so into their fights that they didn't even notice they were under attack.

Back inside Coco saw more blips on the screen.

"We have more incomings!" Announced Coco as outside as about a dozen ATVs with White Fangs members riding them on the front and back.

Hearing this Rhinox got up. "I'm going out there to help them." He told the others.

"I'll join you." Said Coco as the two machine gun users headed outside.

Outside was a crazy. Due to the wild bean vines the girls had a little cover from the White Fang as Wiess used her gun and Ruby her Ion blaster. And the worst thing of it all was their four bickering allies still didn't notice or care that they were under attack.

It was then the doors to the Axalon opened and both Rhinox and Coco stood there, guns ready as they let loose a hail of bullets. Seeing this made Ruby and Weiss relax a little as they saw an ATV get hit and explode.

"Get inside, everyone!" Ordered Rhinox as they were at a disadvantage with the vines everywhere.

But it fell on deaf ears as Dinobot and Rattrap continued to fight while Qrow and Winter continued to argue.

"I thought we were the kids." Said Coco as she was referring to her, her team, and team RWBY as she saw Qrow and Winter argue.

As all this happened no one saw or noticed Tarantulas, in beast mode, crawling up from behind some rocks. He eyed the whole battle and grinned as he saw four easy targets.

"Tarantulas Terrorize!" Yelled Tarantulas as he transformed. He then pulled out two special dart guns and took aim.

He looked at Rattrap and Dinobot fighting and aimed one gun at them and fired. The dart flew towards Dinobot who saw it coming and ducked. The dart flew over Dinobot but due to the angle of the shot it kept going and hit Rhinox!

The Dart hit him in the face when enough force to knock him off his feet, as clamps came out of the sides and forced Rhinox to ingest some orangish red liquid.

"Rhinox!" Cried out Coco as this caused the four people fighting to stop and look over in shock and concern.

Seeing this Tarantulas then took aim at Ruby and Weiss as they were looking over at Rhinox.

"Oh, this is going to be good." Tarantulas said to himself as he fired at Weiss.

Ruby noticed the dart coming their way at the last second as she quickly pushed Weiss out of the way only to move into the line of fire herself. The dart hit her as Ruby was knocked onto off her feet and a similar liquid was forced down her throat.

"RUBY!" Cried out Weiss in panic as this alerted the others as Qrow rushed over.

"Mission accomplished! Fall back!" Yelled Terrorsaur as he and everyone else rushed out of the area.

The Maximals saw this but didn't care as they had two members down.

A little bit later Rhinox was in the CR chamber as the computers scanned him. Ruby sat nearby as she was next.

"For the last time, I feel fine." Ruby told Yang who wasn't giving her any space.

"Ruby you were forced feed something. Who know what it will do to you?" Countered Yang as Qrow stood to the side in shame.

He wasn't the only one as Winter was the same. The two knew they had bad blood between them, but to fight while a battle was going on around them took things to a whole new level for them. And they were ashamed of it.

"She right Ruby." Agreed Optimus as he added. "Once Rhinox is out, your going in."

"Alright." Said Ruby as she wasn't stupid, she just wasn't feeling anything.

"Status report!" Ordered Optimus as the computer brought up a hologram of Rhinox's body.

"Unit has been infected with an energon discharge virus of unknown type. If unchecked his system will begin to spontaneously discharge energon reserves until depleted." Reported the computer as this shocked the bots.

"What does that mean?" Asked Winter confused and worried.

"He's going to lose energon faster then he'll be able to replenish it." Answered Skyshooter in concern.

"Can you cure it?" Asked Optimus to the computer.

But before the computer could say anything they heard Rhinox in the CR chamber getting ready to sneeze. This confused everyone as they had no idea what was coming.

When Rhinox finally sneezed, a light shone through the chamber. Then the chamber fell apart shocking everyone.

"What just happened?" Asked Yang confused as she and Ruby stepped away from the fallen chamber. But if Yang looked at Ruby, she would have seen Ruby's skin getting whiter.

Rhinox groaned before he hiccupped. But when he did a blast of energon came out of his mouth. Rattrap and Boomer ducked as the blast went right through the wall behind them. Cheetor looked through the hole in shock and awe.

That was when things went chaotic. Rhinox started to hiccup over and over. Blasts of energon went flying everywhere. Everyone in the room ran for cover as some like Skyshooter, Boomer, Coco and Winter left the room while the others used the lifts and the command table as cover.

Soon Rhinox stopped as those still in the room came out of hiding and were shocked. Never had the bridge looked like this before. The consoles and computers were blasted, and there were holes everywhere. All in all, they had a lot of repair work to do.

"Quick go to beast mode." Suggested Cheetor hoping that would stop Rhinox's blasts.

Rhinox transformed as he seemed fine, making the others relax. But Rhinox then sneezed taking out the glass door on a lift.

"Gesundheit." Said Dinobot as he inspected the damage as he then added. "I suggest we move him to a less vulnerable location."

"Yeah, don't you agree Ruby." Said Yang only to receive silence. Confused she looked over and gasped.

"RUBY!" Yelled Yang as Ruby was on the ground white as a ghost and shaking.

Hearing this everyone rushed to her. Optimus was by Rhinox's side with a scanner as he looked torn between Rhinox and Ruby.

"Go. We know what's wrong with me." Rhinox told Optimus who nodded.

"Get her on the table!" Ordered Optimus as Yang picked Ruby up and placed her on the table.

"Computer link up with my scanner!" Ordered Optimus as he scanned Ruby.

After getting serval scans of Ruby Optimus spoke up. "Report!"

"Subject Rose has unknown virus in her system." Answered the computer.

"What is it doing?" Asked Weiss as it should be her, not Ruby.

"The virus is disrupting her neural pathways. If not treated Ruby Rose brain will be disconnected from the rest of her body." The computer told them as this shocked everyone.

"How long do we have?" Asked Qrow and Yang at the same time.

"Unknown. There is no prior data to base the spread of the virus. Though the longer the virus lasts the more lasting the damage to Ruby Rose will be." Warned the computer as no one said anything.

"Will putting Ruby Rose in stasis slow or stop the spread?" Optimus asked as Yang's eyes went red.

"What are you doing?" Demanded Yang as she got into Optimus's face.

"Saving your sister." Said Optimus grimly.

"If Ruby Rose is put into stasis the virus spread should stop or slow down greatly." Answered the computer after doing the math.

"Cheetor, Rattrap get a stasis pod ready for organic cryostasis." Ordered Optimus as said both nodded and transformed into beast mode as Rattrap rode Cheetor to their pod bay.

Optimus then turned to Qrow with a serious look on his face. "Do we have your permission to do this?" He asked Qrow.

"Do whatever you have to do keep her alive." Said Qrow as he couldn't bear to lose her.

It was then Rhinox hiccupped reminding everyone about him. It was then the other returned to the room and those who stayed realized how bad their situation was.

10 minutes later and no one knew what to do. Ruby was frozen in a pod and Rhinox was outside hook up to the Axalon to keep his power levels up.

Optimus sat in bridge with Ruby's scroll in hand. He knew their only chance was to find the cures for the two virus and he needed to know where they were. And for that he needed Blackarachnia. He sent her a message on her and Ruby's system, but she hadn't responded yet. Optimus was losing hope when Ruby's scroll dinged.

"Who is this?" Was the message. Seeing this Optimus started to type.

"It's the big monkey. I need your help." Sent Optimus as he waited for the reply.

"It's about your big lug and little red, right?" Replied Blackarachnia.

"Yes. We need your help for the cure." Optimus told her hoping she will say yes.

"I know if there is a cure where it could be, but I need something from you." Blackarachnia told him.

"What is it?" Asked Optimus worried.

"I need the frequency of your shields." Seeing that Optimus's optics went wide.

"Before I even think of agreeing I need to know why?" Replied Optimus.

"The spider is planning something. And it involves your ship. I don't trust him, and I want to keep an eye on him." Reading that Optimus frowned. This was dangerous if he gave that information out, Blackarachnia could give it to Megatron, and they'd be doomed.

"If you trust Ruby, then trust me." Said Blackarachnia as Optimus sighed.

"Alright, but after both the big lug and little red are cured. Otherwise, the deals off." Said Optimus as he did trust Ruby and they had no other options.

"Deal." Agreed Blackarachnia as a set of coordinates came.

Optimus sighed as he hoped he made the right call. He looked at the coordinates and knew who to send.

"Dinobot, Rattrap, Qrow, and Winter report to me at once." Said Optimus into him comm unit.

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Vacuo

After getting their mission from Optimus the four-man team headed out. But once they got to the coordinates all they saw was waste lands and rock formations.

"Are we sure this is the right location?" Asked Rattrap as he sniffed around in beast mode.

"Are you doubting you superiors orders?" Questioned Winter with a small glare.

"The rodent always questions everything." Answered Dinobot as he looked around and saw nothing.

"What was that chopper face?" Asked Rattrap as he glared at the two.

"All of you shut up!" Yelled Qrow as the three looked at him in surprise.

"What's up with you?" Asked Rattrap as he never seen Qrow look so annoyed.

"We have two lives on the line right now and you're fighting like children." Qrow nearly yelled at them.

The three of them looked at each other in shock as they'd never seen Qrow act like this. And no one was more shocked than Winter. Whenever she was forced to work with the man in the past, he'd never seen him act so… worried was the best word she could use at the moment.

But before anyone could say anything they heard some rocks move. Worried about what it could be everyone turned to look at the source. There looking like a deer in headlights was Tarantulas in robot mode. Both him and the others stood there shocked as neither expected this

The first one to make a move saw Tarantulas as he ran as fast as his legs could go.

"Haha he's mine!" Said Rattrap as he was the first to recover from his shock as he ran after Tarantulas.

"Leave battle to the warriors mouse!" Cried out Dinobot as he too ran after Tarantulas.

"Don't forget what our mission is." Said Winter as she and Qrow ran after them.

Tarantulas then saw the four Maximals running towards him. He then jumped down a small ledge. Seeing this the others followed rushed to the ledge and jumped down as Rattrap and Dinobot transformed. But when they did, they saw nothing.

"Hey? Where he'd go?" Asked Rattrap as Tarantulas vanished. As they looked around all the saw was flat land for miles.

But before anyone could say anything the felt the ground under them move and heard metal groaning.

"Of course." Was all Qrow said as hidden passageway opened under them.

They all looked at each other for a split second before they fell in. They fell for a couple of seconds as they all landed on a metal side. Dinobot landed first with Rattrap falling on his shoulders. The two then started to slide down as Qrow and Winter landed where they were. The two then started to slide down as well.

Everyone screamed as the slid down in a spiral direction. Then they had problems as they reached some stalactites. And with Rattrap being on top of Dinobot had to bob and weave around them as best he could. That was until he saw a large thick one in front of him. And all Rattrap could do was brace himself as he went right through it.

"Watch it!" Yelled Qrow as he and Winter had to cover themselves from the stones and pebbles.

They then heard something behind them. Worried the two looked back an wished they didn't. For rolling on the slide was a large boulder. Seeing this the two screamed in fear as they couldn't reach their weapons.

Thought it didn't matter as the four of them finally reached the end. The four landed on the ground roughly as they slowly got up, as they forgot about the bolder. That was when Tarantulas jumped down and landed in front of the slide.

"Playground closed Minimals!" Said Tarantulas in a mocking tone as he then laughed.

"Well, is this the pits." Said Rattrap as he looked at the others.

"Yeah, for him." Said Qrow confusing the bots as Qrow and Winter pushed Dinobot and Rattrap to the side.

Seeing this confused Tarantulas as small rocks came down the slide. That was when the boulder came down and since Tarantulas was so close to the slide, he had no time to move. Everyone watched as the boulder rolled him into a wall.

"That's got to hurt." Said Rattrap as he almost felt bad for the guy.

That was when the boulder broke apart as Tarantulas was somewhat embedded in the wall.

"Why me?" Asked Tarantulas as being crush by objects seemed to be his curse. He then fell out of the wall and shut down for repairs.

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Vale, Patch, Axalon

Meanwhile back at the Axalon Ozpin and Glynda had just walked through the ground bridge. When they learnt what happened they rushed to get there as fast as they could.

"How bad do you think things are?" Asked Glynda in worry.

But before Ozpin could answer they both saw a beam of energy flying through the sky.

"Pretty bad." Was all Ozpin said as they walked to where they thought the beam came from.

They soon came to where the wild bean vines were as they saw Rhinox (still in beast mode) sneeze another energy blast out.

"Bless you." Said Ozpin as he was shocked by what he saw.

"Ozpin, Glynda, over here." Said Optimus as he and a few of the others were behind a makeshift wall of riot shields.

"I know you said things were bad, but I didn't think they were this bad." Said Ozpin as he joined the others.

Optimus could only sigh. "We're barely keeping Rhinox online as it is."

"How?" Asked Ozpin curious.

"It's a mixture of two things. The first is we have him hooked up to the Axalon's power grid." Said Optimus as he pointed to the cable that was contacted to the ship and to Rhinox's beck right leg.

"And the other?" Asked Ozpin as he looked at the cable and circuits in the leg. He sometimes forgot they were machines, by how the acted and such.

"Well, Rhinox likes the beans from the vines." Optimus told them as they saw some of the students and bots picking the beans for Rhinox to eat.

"Is that why you're outside the ship?" Asked Glynda as she watched Rhinox eat the beans from the vines as she was curious how they helped him.

"That and we don't need him blowing more holes through the ship anymore then he has." Admitted Optimus as the repairs were going to be a nightmare. Hearing that neither teacher knew what to say about that, so Ozpin changed topics.

"And how is Ruby?" Asked Ozpin as he was most worried for her.

"Last we checked still in cyro." Answered Optimus as everyone wished they could do more for her.

"Aren't you worried about a power loss?" Asked Glynda worried.

"She's in a stasis pod, and all pods have their own independent power sources. So, we don't have to worry about that." Optimus told them making them feel better. "If you want more ask Weiss, she hasn't left her side since she was put in."

Hearing that surprised the two they expected Yang, not Weiss to stay at Ruby's side. So their next question was why. And as if reading their minds Optimus told them.

"She blames herself for what happened." Optimus told them as Ozpin sighed.

"Excuse me for a minute." He told the two as he headed for the Axalon.

Optimus was about to say something when Cheetor spoke up.

"Hey big bot the bases power is down 20%." Reported Cheetor looking at a monitor they set up to watch both Rhinox's and the Axalon's power levels.

"Mate at this rate the base will run out of power." Said Boomer as he kept an eye out for organics on the radar.

"I'd rather the base run dry then Rhinox. At least with the base we can recharge it. With Rhinox we can't." Said Optimus worried for his friend.

"And the status of getting the antidote?" Asked Glynda wondering where they were at.

"I sent Rattrap, Dinobot, Qrow and Winter to get it." Said Optimus as this shocked Glynda so much her glasses nearly fell off.

"You sent those four?" Questioned Glynda as it was no secret how much they fought with each other.

"They caused this mess, so they get to clean it up. And it's about time they learn to work together." Optimus told her in a serious tone.

Glynda didn't know how to respond. Optimus was right about them learning to work together, but was it right to do so when two lives where on the line? It was then Skyshooter walked over in beats mode.

"Optimus the remaining Maximals should be here within a couple cycles." Reported Skyshooter as Optimus nodded.

"Good when they get here, have them load up and we'll head out." Said Optimus confusing Glynda.

"What do you mean?" She asked Optimus.

"The others are the advance team. We're the main assault force." Said Optimus with a serious tone and voice. Hearing this Glynda nodded.

But Rhinox also heard this as he ate a bean. He wasn't about to let the others go off for his sake without him.

At the same time Ozpin entered the stasis pod holding bay. He saw Weiss sitting on a chair in front of a pod. It didn't take much to guess why and he was thankful the pod, didn't have a glass window.

"Miss. Schnee?" Said Ozpin making himself known.

Hearing his voice Wiess got up to loom at him. And she looked terrible, like she couldn't decide between crying her eyes out or blaming herself.

"Professor Ozpin." Was all Weiss said as she sat back down.

"I'll ask the dumb question. How are you feeling?" Asked Ozpin as he walked over to her.

"Terrible." Said Weiss as she continued. "This is my fault. If I paid more attention this wouldn't have happened."

"Miss. Schnee… Weiss." Started Ozpin. "You were in the middle of a battle; you couldn't have known everything that was going on."

"But this isn't the first time this has happened." Said Weiss as she felt like crying.

"What do you mean?" Asked Ozpin curious.

"Back during our initiation, the Predacon attacked us. I thought I finished my opponent off, but I was cocky, and he might have killed me if it wasn't for Ruby taking the blow herself." Explained Weiss as Ozpin already learnt of this when he asked Optimus about that day.

"It's easy to blame yourself." Said Ozpin confusing Weiss. "I myself have lost count of how many people have gotten hurt or killed because of my choices. But Ruby is still alive and she's fighting."

"How can you be so sure she's fighting?" Asked Wiess curious.

"If she knew she was going to die, wouldn't she pass on the Matrix before she did?" Asked Ozpin as Weiss's eyes went wide.

"Stay strong Weiss, for her." Said Ozpin as he then left Weiss alone who cleared the tears from her eyes.

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Vacuo, Darksyde

Cinder was getting annoyed. For the last hour Megatron was forcing her to play chess with him. He told her it would help her, but all it did was annoy and frustrate her. After all this was their sixth game and she lost the other five.

"Why are we doing this again?" Questioned Cinder as Megatron took her knight.

"To teach you about tactics and long-term planning." Was Megatron's response as he waited for Cinder's move.

"Really?" Questioned Cinder. "It feels more like your having fun at my expense."

Megatron chuckled. "That's just the bonus here. But chess is the perfect way to teach you." Megatron told Cinder.

"How?" Asked Cinder not understanding.

"It teaches you to look at all the pieces, know what they can do and where they are." Megatron told her as he then looked at her. "Now tell me. If you apply that to the real world, you'd know how to act and react."

Cinder frowned as she looked at the board. So this was one of Megatron's lessons on how not to act without thinking. He was giving her a lot of those lessons lately.

Megatron saw the look on Cinder's face and sighed.

"Allow me to tell you a tactic Ruby Rose use on us." Said Megatron gaining Cinder's full attention.

"It was during the first encounter with the aliens. We had secured the prob they sent and we were ready for any Maximal attack. But what we weren't ready for was the Grimm. They somehow sent a pack of them to us. We were so busy defending ourselves, that the Maximals got to the prob without us knowing." Explained Megatron as Cinder wondered something.

"It sounds like you respect her." Stated Cinder curious to the answer.

"I do." Said Megatron surprising Cinder a little. "She used an uncontrollable element to attack us, while they didn't have do anything. That was a good stagey."

Cinder frowned as the Grimm weren't truly uncontrollable, but Megatron didn't need to know that. And respecting your enemy because they're smart. The only thing people in this world truly respected was power and nothing else.

But before either could say anything else the door opened and Roman walked in.

"Ever heard of knocking, thief?" Asked Cinder with a glare.

"Why? It's not I can walk in on Megatron changing." Replied Roman with a smirk.

"Roman why are you here?" Asked Megatron before a fight broke out between the two. He didn't feel like cleaning up.

"I finally got the report from the attack, and I got good new and bad news." Answered Roman as Megatron was curious.

"What is the good news?" Asked Megatron.

"Both viruses hit a Maximal. The techno virus hit Rhinox, while the organic one hit little red." Said Roman as this made Megatron smile.

While he wished the techno virus hit Optimus or better yet that turn coat Dinobot. It hitting the Maximals tech officer was just as good. And for the organic virus to hit Ruby Rose was the best news he heard in a while. Sure she might pass on the Matrix, but the blow of her death to the Maximals would be great.

"Excellent! Have Tarantulas prepare more of both type of viruses." Ordered Megatron as it was time to finish off the Maximals.

"About that that. The bad news is no one has seen Tarantulas since the attack." Said Roman as he was ready to move in case Megatron took his rage out in his direction.

Megatron growled as that spider was more trouble than his worth some days. And Tarantulas more then likely encoded his data tracks. There were times he wondered why he let Tarantulas have so much free rain.

"Then find him. Start with his lab and go from there. I want those viruses!" Said Megatron as he looked like he was ready to explode.

"Ok." Was all Roman said as he then looked at the chess board and grinned. He then walked over to the board and moved Cinder's bishop.

"Checkmate." Was all he said as he then left.

"How?" Said Cinder in shock as she never even saw it.

Seeing this made Megatron's mood better as he chuckled. Leave it to Roman to see a way out.

"Again." Said Megatron as he reset the board causing Cinder to sigh.

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Vacuo, Tarantulas's lair

Walking down the only tunnel Rattrap and Winter took point as Dinobot and Qrow dragged the unconscious Tarantulas behind them.

"Tell me again why we're dragging this guy around again." Said Qrow as he was getting tired.

"Because if we can't find a cure in his lab, he's our best hope." Said Winter as she kept her eyes open for anything.

"There will be one. Tarantulas is never one to leave things to chance." Confirmed Dinobot.

"That and he will be locked up when we get back." Added Winter as she has a nice cell for him in Atlas.

"And you think Megatron will leave him in some cell?" Questioned Rattrap.

"As much as I hate to agree with the rat." Said Dinobot as Rattrap yelled at him. "Tarantulas is too variable to leave alone or alive."

"Then what we kill him?" Asked Winter as she stopped and turned to face Dinobot.

"He is too dangerous to let loose. It will keep everyone safe in the long run." Said Dinobot as he dropped Tarantulas's leg.

"We don't kill prisoners." Said Winter with a glare.

"And if Ironwood say to?" Asked Qrow as he had a dark look to his face. "I've seen how blindly you ace ops follow his orders. It makes the Transformers look human."

"And what's that suppose to mean?" Questioned Winter as she always had a problem with Qrow's lack of discipline.

"It means if Ironwood told you to kill Tarantulas you would in a heart beat." Retorted Qrow.

"He wouldn't." Said Winter with a glare.

"Personally, I think he would." Said Rattrap.

"As do I. As much as I hate agreeing with the rodent." Agreed Dinobot.

"Hey why is every time we agree you have to diss me?" Asked Rattrap with a glare.

"Because your you." Was all Dinobot said as the four argued.

But as they argued Tarantulas started to come back online. He saw the four arguing as he then got up. He then brought out his gun as they still hadn't noticed him.

"DIE! Maximals!" Screamed Tarantulas as he was about to shoot at them.

"Shut up!" All four of them said at the same time as they all punched Tarantulas in the head.

The last thing Tarantulas saw before he passed out were colors and stars as he fell down and shut down again.

At the same time further down the tunnel in Tarantula's lab. Scorponok and Blackarachnia were looking all over the lab for the cures to the virus. So far all they found were containers with liquids in them, notes on other projects and ideas, and a picture of Megatron with some darts thrown at it.

As they looked Blackarachnia was being careful as she didn't know what was in the containers, while Scorponok was getting frustrated and was tossing things around. Heck Scorponok even found one of Wazzpinator's arms, confusing him.

They then heard one of the monitors beeping. Curious they both looked over and saw it was a security system. They saw a map of the cave system as four red dots were closing in on their location. Seeing this Blackarachnia knew it was the Maximals. But so did Scorponok as they were the only ones who would come here.

"Scorponok to Megatron. The Maximlas are in the tunnels heading for the lab. Requesting back up, immediately." Said Scorponok into his comm unit.

Hearing this Blackarachnia said nothing as she felt conflicted. She wanted to get Ruby the cure, but if she did then the other Predacons would see her as a traitor and try to kill her. That was when she realized something she was scared. Scared being around the Predacons and White Fang.

'I guess I made my choice.' Thought Blackarachnia as she continued to look for the cure.

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Vale, Patch, Axalon

Optimus looked at everyone in front of them. Each armed and ready to fight for the cures for Ruby and Rhinox. Optimus was about to speak when he heard Rhinox sneezed causing everyone ducked.

"Sorry." Said Rhinox as turned around to avoid doing that again.

Seeing that it was safe at the moment Optimus spoke up.

"Ok everyone, I don't have to tell you all what's at stake here. Both Ruby's and Rhinox's lives are in our hands. We haven't heard anything from the team we sent ahead. This could mean anything, but we aren't waiting any longer." Said Optimus as everyone was ready.

"Glynda and I will stay behind and watch the base and our sick friends." Said Ozpin surprising everyone.

"But Professor Ozpin, we could use your help." Said Velvet as the others agreed with her.

"I know, but if either Glynda or myself is seen, the effect it would cause could put all of Beacon at risk." Said Ozpin as this confused some of them.

"What do you mean?" Asked Cheetor confused.

"Me and Glynda are important people at Beacon. If the Predacons or White fang see us with all of you, there's no telling what they might do. They might do nothing, or they will see one of the best huntsman schools as a target. And while both team RWBY and CFVY are willing to fight in this war I will not allow the other students choices taken from them if I can prevent it." Said Ozpin as some of them never thought of that.

"I understand." Said Optimus as he agreed with him.

"I'm surprised you're not staying Weiss." Said Blake as she turned to her teammate and was surprised.

"Staying here won't help her." Said Weiss as she was carrying a large gun in her hands.

"Can you fire that?" Asked Yang as it was a big gun.

To answer her question Weiss took aim at a nearby boulder and fired. Weiss stood there fine as she looked at her teammates as they got the message.

"Let's go." Said Optimus as everyone was ready.

"Not without me." Said Rhinox as he walked over.

"Rhinox, you're in no shape to fight." Said Optimus as he could see Rhinox having problems standing.

"I know, but if I'm going down, I'm going fighting. And don't tell me none of you wouldn't feel the same way." Said Rhinox as everyone looked at each other.

He was right. If they were in his position they would say and do the same things.

Optimus looked at Rhinox who gave a look of he wasn't going to back down. He then looked at Skyshooter who nodded his head yes.

"Ok, but if things go south let us know." Said Optimus as Rhinox nodded in agreement.

Ozpin and Glynda watched as the Maximals as they went through the ground bridge. Both wishing they could go and help, but they both knew that if they did it could do more harm then good right now.

00000000

Vacuo, Tarantulas's lair

Back at Tarantulas's lair every Predacon along with Cinder and her team were waiting for the Maximals intruders to show up. As they waited Blackarachnia and Scorponok continued their search.

Blackarachnia was working on a console as she was looking for anything related to the viruses. That was when she found something. She inputted the command and before her a section of the wall opened and out from it came two containers. One was mark with a C and the other O.

"What's that?" Asked Mercury as he was leaning on a nearby table.

"The counter viruses." Said Blackarachnia as this gained the attention of the others.

"Then lets just smash them." Said Mercury as he got up to destroy them.

"No!" Said Blackarachnia a little to loudly causing the others to look at her confused.

"And why not? It's what the Maximals want. It's better to destroy them then let them fall into their hands." Questioned Cinder as she eyed the female bot.

"Because they can be used a leverage." Said Blackarachnia as she was glad she thought that up so fast.

"I agree with Blackarachnia." Said Megatron as he took the counter viruses for himself.

"A bargaining chip should remain in play until the game is over. Yessss." Megatron said to himself out loud.

"Why do you talk to yourself so much?" Asked Emerald as it made her wonder about his sanity.

"I simply have a penchant for intelligent conversation." Said Megatron as some of them glared at Megatron for calling them idiots.

That was when they heard the security monitor go off.

"Here they come." Said Scorponok.

Hearing that Terrorsaur, inferno, Wazzpinator and Mercury all fired out of the labs only entrance/exit. Seeing this caused Megatron to shake his head as this only proved his earlier statement.

"Hold your fire you fools! Wait for a target!" Said Megatron as they then stopped firing.

Outside the lab, standing to the side near the entrance was the Maximals.

"Well, their inpatient." Said Qrow as he was glad they stuck to the sides.

"And hopefully they wasted a lot of ammo." Said Rattrap hoping they didn't bring many men with them.

"Cover me." Said Dinobot as he picked up the still unconscious Tarantulas.

"Wait." Said Qrow surprising the others. "Let us our heads here."

"What do you suggest then?" Asked Winter curious.

Qrow looked around and saw an air vent. Seeing this he grinned.

"Dinobot and Winter you two head out with our prisoner. See if he can be a good bot shield for you. While you do that me and Rattrap will swing around in the vent and catch them by surprise." Said Qrow as Dinobot liked it.

"A pincer movement." Dinobot said with a smile as it was a good move.

"We don't even know where that vent goes." Said Winter as it could lead to anywhere.

"It has to lead to the lab. Otherwise, why even have it? It's not like they need air." Stated Qrow as he had a point.

"Very well." Said Winter as he had a point. But at the same time Winter couldn't help but wonder what was happening to Qrow. It was like he was a different person right now.

"Do not fire Megatron! We have a hostage!" Yelled Dinobot as he and Winter walked into the lad as they had Tarantulas between them.

"Why so you do." Said Megatron as the then fired his T-rex head beam at Tarantulas.

The beam hit Tarantulas knocking his body away as his head was in Dinobot's grasp. Seeing this Dinobot tossed the head away as he and Winter got into fighting stances.

"Now are there any more stupid Maximal ploys you wish to try?" Asked Megatron as he and the other Predacons got their guns ready.

That was when Rattrap and Qrow entered the lab from an overhead vent. The two landed on a table behind the Pred's catching them off guard.

"Is this better?" Asked Qrow with a smirk as he and Rattrap shot the guns out of the Predacon's hands.

"Got ya." Laughed Rattrap as Megatron growled.

"Now then, the counter viruses." Stated Qrow as he glared at Megatron.

That was when everyone heard someone getting ready to sneeze. Everyone looked around confused. That was when the wall near Scorponok blew apart sending Scorponok flying. When the dust cleared, everyone saw the rest of the Maximals standing there. All of them ready for a fight.

"No one move!" Ordered Optimus unaware of the situation.

Megatron growled at Optimus but stopped when he felt something moving under him. Looking down he saw Rattrap walking between his legs.

"Hey great ape. Nice of you to show, but we already be here and done that." Said Rattrap as he calmly walked over to the others.

"Situation under control." Said Dinobot with a salute.

"We were just going to get the counter viruses. Isn't that right Megatron." Said Qrow as he never took his eyes off him.

"I think not. NNooo. For I still have the counter viruses." Stated Megatron as he held up his T-rex head that was holding the two containers.

Seeing this caused the Maximals to look on in worry.

"And unless you immediately convert back into beast mode and drop all your weapons and surrender. Your two allies will lose their lives." Threatened Megatron as he squeezed the two containers to prove his point.

"Don't." Said Rhinox weakly as he wasn't worth it.

"No choice." Said Optimus as he hated doing this. "Yours's and Ruby's survival are our first priority."

"Beast mode" Optimus then said sombrely as he transformed.

Soon the other Maximals transformed back into beast mode. As for their organic allies they deactivated their weapons and put them away.

"There are times I'd prefer to be a Predacon." Said Dinobot but he transformed just as well.

Seeing this Megatron grinned as he looked at Cinder.

"You see a bargaining chip is always useful. Such as knowing what your enemies will do." Said Megatron as Cinder growled.

"Everyone over there!" Growled Cinder as she pointed the main group of Maximals.

"A nice touch." Praised Megatron as he watched all his enemies gather in one spot.

That was when everyone heard Rhinox's stomach making weird noises. Rhinox sat on his rear as he groaned.

"What's wrong?" Asked Optimus worried about his friend.

"Wild bean vines. Hard to digest." Said Rhinox as he continued to groan.

"Wait, you don't think…" Trailed off Yang with a look of fear on her face.

"Oh no." Said Blake as she and Velvet covered their noises in fear.

Rhinox then got up as he started to turn around and had his back facing the Predacons.

"Do not turn your back on me Maximal scum!" Ordered Megatron.

"Um Megatron I think we should move." Warned Cinder as she knew what could happen next, as she and her team started to back up. Seeing this Blackarachnia started to move for the entrance/exit.

That was when Megatron realized what was about to happen. But it was too late by then.

"Oh no! Not that!" Was the last words Megatron said as Rhinox let one rip.

The indigestion of the beans mixed with the discharge virus created such a huge explosion that Ironwood felt it in Atlas and thought they were under attack.

Back with the others Maximals they slowly got up and were glad they were one the other side of Rhinox. Thought they were blown off their feet and could smell the gas in the air. They looked around and couldn't see any of the Predacons. But they did see a large hole in the ceiling along with a wrecked lab.

"Oh, that did it." Said Optimus as he turned his noise off.

"Can we leave?" Asked Velvet as she and Blake were having a hard time breathing.

"Not without the counter viruses." Said Rattrap as he found both still intact.

Optimus was about to say something when he noticed something moving. Looking closer he saw what it was.

"Ok, everyone back to base. I'll stay here and make sure nothing could explode." Ordered Optimus as several of them were already leaving.

"Are you sure?" Asked Skyshooter as he looked around the lab.

"I'll be quick. But we can't risk something blowing up." Said Optimus as his friend nodded and left.

Seeing his was alone Optimus walked over to a fallen support beam holding a table under it. Optimus lifted the beam off and moved the desk to reveal Blackarachnia.

"What are you doing here?" Optimus asked her as he offer her a hand.

"I saw what was about to happen and tried to leave." Answered Blackarachnia as she took his hand.

Seeing the destroyed lab, she turned to Optimus in worry. "Did the counter virus survive?" She asked him worried.

"Both did." Said Optimus as he pressed a part of his wrist, and a chip came out.

"And here's what you wanted." Said Optimus as Blackarachnia took it.

She then put it away and started to walk away. She then stopped and looked at Optimus.

"Tell Ruby she's getting what she wanted." Was all she said as she then transformed and walked away.

Optimus stood there wondering what she meant by that. But for now, he had to make sure nothing here was dangerous.

00000000

Vale, Patch, Axalon

Some time later at the Axalon everyone was working on repairing the command area as Rhinox sat on chair as he drank the counter virus in a unique way. The container was on his head as two straws came down from it and into his mouth.

"Ah a little welding, a little paint and the joint will look like home again." Said Rattrap as he welded a spot.

"That's because your use to rat holes." Said Dinobot as he worked on a console near Rattrap.

"Crickey those two never stop." Said Boomer as he and Bladegator fix the glass for the lift.

"I believe that is their way of saying they care for the other." Bladegator told him as Boomer shrugged.

That was when they all heard Rhinos getting ready to sneeze. Everyone took cover fearing the worst. But all that happened was Rhinox spined around on his chair due to his sneezes as he fell off.

"Sorry." Was all Rhinox said as everyone relaxed.

"It could have been worst." Said Cheetor as Rhinox got up.

"Yes." Agreed Optimus as he walked into the room.

"Any word on Ruby?" Asked Cheetor worried.

"She's going o make a full recovery." Said Optimus as this caused everyone to cheer at the news.

00000000

Vale, Beacon

Inside Beacon's medical wing Ruby laid on a bed with an IV hocked into her as the counter virus slowly entered her body.

Ruby's eyes then started to move as they slowly opened. She looked around the room as what happened somewhat came back to her. She then saw Weiss asleep in a chair near her bed.

Ruby slowly moved as this caused Weiss to wake up.

"Ruby your awake!" Said Weiss as she was worried.

"What happened? Where am I?" Asked Ruby weakly.

Weiss then explained what happened, as Ruby just laid there.

"I'm sorry." Said Wiess suddenly confusing Ruby.

"What do you mean?" Asked Ruby as she felt like going back to sleep but kept herself awake.

"If I've been more aware of what was going on, then you wouldn't have been hit." Said Weiss as she then felt someone grab her hand.

"Weiss, it was chaotic out there. I'd barely noticed the shot coming our way. Don't blame yourself." Said Ruby as this made Weiss feel a little better.

"And I'm your commanding officer. There's a rule saying we got to do stuff like that." Joked Ruby as this made Weiss chuckle.

"I'm going back to sleep now." Said Ruby as she closed her eyes and fell to sleep instantly.

"Thanks Ruby." Said Weiss as she quickly checked the room before giving Ruby's forehead a quick kiss. She knew if Yang saw that either she'd tease her or send her flying through the wall.

Weiss then left the room to let the others know that Ruby woke up for a bit, before going back to sleep.

Meanwhile in a bar in Vale Qrow sat in a booth nursing his drink. As he sat there someone walked up to him.

"Mind if I join you?" Asked Winter as she wasn't in uniform but some blue jeans and a white top.

"Sure." Said Qrow as Winter sat down.

"By the way, why the change of clothes?" He asked her curious.

"My other clothes stink." Was all Winter said as it was the unfortunate side effect of their victory.

"Qrow, what happened to you out there?" Asked Winter as he wasn't his usual self.

"What do you mean?" Asked Qrow as he took a sip of his drink.

"You were so focused out there. Like failure would mean the end of everything." Said Winter as Qrow sighed.

"Maybe it would have for me." Said Qrow confusing Winter as he explained.

"Ruby, when I look at her, I see her mother, Summer. Summer was an amazing woman. But one day she just vanished. No one knew what happened to her. Not even Ozpin knows. Any way Ruby is so like her sometimes it hurts. That's why I couldn't let her die, not like that."

Hearing that Winter didn't know what to say. She read the files on Qrow's old team, so she knew a little about Summer.

"If Ruby that important to you, why do you keep your distance?" Asked Winter as Qrow was never really close with anyone.

"My semblance. It can't be turned off like yours. One time I was watching Ruby as a toddler. I took my eyes off her for a second and the next thing a knew she nearly got cut in half by a knife." Said Qrow as he felt terrible for that for weeks.

Winter sat there as she never knew that about Qrow. But at the same time though it made sense.

"I think your allowing your semblance to control your life." Said Winter making Qrow chuckle.

"Now you're sounding like Optimus and Ozpin." Qrow told her as he finished his drink.

"Maybe you should listen to them then." Suggested Winter.

"Hey by the way what do you think happened to Megatron and his goons?" Asked Qrow as Winter had no idea.

00000000

Vale, Beacon

In some wasteland was a lone old tree. And in and around the tree were the Predacons and Cinder's team. All of them were in some state of pain and humiliation. And to add to it the tree was surrounded by Grimm as they were attracted to Cinder's teams feelings. The only thing keeping them back was the energon in the Predacon's bodies.

"This is certainly the most humiliating defeat of my entire career. Yeeesss." Groaned Megatron as he sat upside down in the tree. As part of him refused to call the Darksyde for help as he knew Adam and Roman would never let him live it down.

I have to agree with Megatron that is probably the worst defeat I've ever seen in history. Now I've had people say I should have had Blake and Yang go with Rattrap and Dinobot, but I felt Qrow and Winter was the better. Those two fight just like Rattrap and Dinobot, heck when we first meet Winter, she got into a fight with Qrow. That and I wanted the two to connect better.

And we're getting close to the end of season one. And I've got a surprise for you all and I hope you enjoy it.

Until next time.