We're back. Welcome one and all to a new chapter of Beast Wars Prime. As I said in my last authors' note, I have 6 more Maximals in the works. This chapter has the first one. That said, I am also going to begin posting this story on AO3 under the same username I have here. Hope you like this chapter and Fowlers' backstory.

"When, exactly, were you planning to tell us about this?" Jack growled at Optimus Prime, Ultra Magnus, and Agent Fowler. The other Maximals stood behind him, looking equally angry. June was glaring at the trio right alongside them.

The Maximals had heard a loud commotion in one of the empty hangars on the Unit-E base. Investigating they discovered something that shocked and infuriated them. Inside was a replica of the equipment that Knockout and later Shockwave used to turn the six humans into Maximals, complete with the Enigma of Combination. It didn't help that the trio were overseeing the construction being done by Perceptor Nautica and Brainstorm. The group stormed into the hangar and demanded to know what was going on. This caused Ultra Magnus to reveal the existence of Project Pheonix.

Fowler then reluctantly explained that the Pentagon wanted to form a group of Maximals from wounded U.S. soldiers to work sensitive cases. Unfortunately, this revelation didn't go over too well, and the ensuing shouting drew both June and Arcee. Rung, who'd been relaxing topside, followed moments later,

Optimus wanted to console the young Maximals but Magnus butted in. "Project Pheonix was on a need-to-know basis, and frankly, you didn't need to know." Magnus answered simply, effectively putting his foot in his mouth.

"Considering you planned to make more Maximals from humans." Miko bit out. "I'd say we more than deserved to know about it."

"How did you even get the cybermater to work with?" Raf asked. He was just as furious as the others, but his scientific curiosity was outweighing it, if barely.

Optimus interceded. "It was recovered in the wreckage of Darkmount." He explained. He genuinely felt remorse for their deception, but it was more necessary than they knew. "However, we only recovered enough to preform three procedures."

"It doesn't matter how many Optimus." June interrupted, marching up to look him in the optic. "You still went behind their backs."

"Nurse Darby, I assure you that-" Optimus was cut off.

"Your assurances aren't worth squat right now buster." June argued. Jack winced at the word that'd been used on him on the few occasions he got in trouble. "After my kids and Garrisons' were put through that torture you want to do it to others too?" She was nearly screaming by the end of her tirade.

She took a few deep breaths. "Kids, let's go. I think we all need to blow off some steam." She turned and left the lab. The other Maximals transformed into their beast modes and followed suit. Arcee turned to follow when Magnus called out to her.

"Could you please explain to your partner and his mother the importance of-"

"If you're looking for an ally." Arcee interrupted. "You're asking the wrong femme." With that she nodded to June and transformed, allowing June to climb on. The group took off out of the hangar and moments later, were off the base.

Rung looked at Ultra Magnus. "I did try to warn you Magnus." He began. "To you it was just a project, but to them, this was a massive slap in the face."

He turned to Optimus. "Once they return sir, I'd recommend explaining to them the other reason for Project Pheonix."

"Doctor, while similar to their circumstances, it's not exact." Magnus justified. "They were kidnapped and forced through the procedure. The subjects for Project Pheonix whoever, are volunteers who know what they're getting into. And I disagree with you about disclosing sensitive information."

"That is hardly the point Magnus." Rung argued. The two had been going round and round with this even before the Enigma of Combination was recovered. Those kids should've been told about this before they found out.

"I agree with Rung, commander." Optimus said heavily. He didn't want to admit it but their friends' angry looks had upset him deeply. "I shall inform them of the full circumstances once they return, but for now we have an experiment to conduct."

"Agreed." Perceptor said as he came up to the group. "The equipment is ready; it'll just take a while to prepare it for the procedure."

"That said." Fowler grumbled. He understood the reasons for the project, but didn't like how the Maximals had been kept out of the loop. "Do we even know the name of the first volunteer for this half-baked hootenanny?"

"You should've received the file this morning Agent Fowler." Optimus replied, suppressing a wince. He'd hoped Fowler had read it earlier, but now it seemed this afternoon was going to be fraught with uncomfortable revelations.

Fowler looked at his tablet. Between a surprise meeting with general Bryce and his SUV breaking down on the way to the base, he hadn't had time to check his e-mails. Opening the file his eyes widened. "What the? Prime!" He shouted. "Is this some kind of joke?"

Optimus shook his head. "No agent Fowler, he is indeed our first volunteer. In fact, he should be arriving right now."

"Good." Fowler groused. "Maybe I can talk him out of this." He walked down the stairs towards the hangar door. As he reached the bottom, the human sized door to the hangar opened. "Michael Tyler Fowler." He yelled. "What do you think-" He stopped short at the sight of his son as he rolled in.

The last time agent William Fowler had seen his son was when they were arguing over his decision to be deployed in Afghanistan. That was almost four years ago when Michael was eighteen. Now, looking at his now twenty-one-year-old son, Bill almost didn't recognize the man in the electric wheelchair as him.

Mikes' face, which was once a near clone his fathers was a latticework of scars and over half his hair was gone. He was missing his left ear and his left eye was covered by an eyepatch. The biggest change however, was the fact that he was now missing his legs and left arm.

"Uncle Sams ghost. Mikey, what happened to you?" Fowler cried as he ran to his sons' wheelchair, his anger forgotten.

"Oh, now you care." Mike snapped. "I guess getting my ass blown to bits is one way to get your attention." He looked at the various Autobots. "Although now that I see who you work with, I can see why your family took a backseat to your career."

"Mikey you're not being fair." Bill argued, trying to keep the shock and irritation out of his voice. He'd had this argument with his son before. "You know I was always trying to keep our country safe."

"And you neglected your family because of it." Mike argued back. "You weren't there for me when I needed you as a kid, so why should I bother calling you after a roadside bomb got me."

"Excuse me." Ultra Magnus interrupted. "As much as the two probably need to hash out your differences, we do have a procedure to perform. So, captain Fowler, if you could join us."

Nodding, Mike wheeled towards the bots. "Sorry about that, Captain Michael Fowler reporting for duty. I look forward to working with you sirs." He saluted.

"Yes, we're pleased to have you." Optimus said, trying to ignore the awkward tension that now permeated the room. "We shall introduce you to the other Maximals once they return."

"I'm guessing they were the group I saw leaving the base?" Mike replied. "And from the looks on their faces, they didn't know about this project?" He asked.

Optimus sighed. "Correct on both counts captain, and that is something I will deal with later. Now, if you'll speak with Perceptor, he will tell you what the procedure entails and assist you in selecting a beast mode from the DNA samples we've collected." As Mike rolled away, Optimus noticed Fowler senior climbing back up the stairs with a dejected look on his face.

"Agent Fowler, are you alright?" Optimus queried quietly. "I know that this must be a massive shock, to see your son after so long and in such a condition. Although I find myself curious about his hostility to you."

Fowler sighed. "Honestly, it goes back to before I met any of you. Like my son I enlisted when I turned eighteen. After my deployment in the Army Rangers ended, I was scooped up by G.I. Joe in the wanning years of the program."

Optimus nodded. He knew that agent Fowler had been connected to the elite special mission force. A brief scan of their liaisons' records proved that.

"During my training there I ended up with the codename Survive, after all the missions and crashes I came out of relatively unscathed." He continued. "Not long after that, Mikey was born, and I planned to retire from the military altogether and raise him with my wife. Unfortunately, we had a run-in with the last remnants of COBRA."

Fowler took a shuddering breath. "We discovered that somehow, they'd not only discovered our families' locations, but they had sleeper agents watching them, waiting to pull the trigger at a moments' notice." He rubbed his eyes. "That was the final straw for my wife, she filed for divorce and took Mikey with her."

He hung his head. "I stayed away from the both of them for their own safety. The G.I. Joe program was eventually shut down and rebranded as Unit-E not long after that. I visited him when I could, but he's right, I wasn't there for him when he needed me."

Agent Fowler sighed. "My biggest interaction with him was trying to keep him from following in my footstep. Especially since we now know that some COBRA operatives managed to slip through the cracks. MECHs' technology was similar to COBRAs', and I'm afraid that some of their former agents will still try to come after him."

Optimus gave Fowler a surprised look. He'd read up on COBRA during some research into MECH and had no inkling that the two were connected. "An understandable fear, Agent Fowler. Hopefully he'll be a little more receptive to your tale after he's settled in."

"All set." Brainstorm said from the control panel. "Beast mode DNA is uploaded, and the subject is prepared."

"Can you not refer to my son as a test subject?" Fowler sniped at the scientist. Giving a nervous swallow, he marched back down the stairs and towards Mike who was now covered in a blanket, having changed out of the hospital gown he arrived in.

Kneeling next to him Bill looked Mike in the eye. "Son, if this doesn't work, I want you to know that I'm sorry. I-"

"Dad, stop." He spoke. "It's alright." He reached behind his right ear and removed a hearing aid. "I always have this damned thing turned up too high. I heard everything you told Optimus."

He wrapped his father in a one-armed hug. "I'm sorry too dad, and if the worst does happen." He took a shaky breath. "I love you." The two Fowlers hugged in a way that seemed to embody years of words unsaid.


Moments later Mike was in the main tube of the machine.

"Administering cybermater, take a deep breath." Brainstorm said as he pulled a switch on the controls. The grey material filled the chamber, submerging Mike completely within moments.

"Engaging the Enigma." Perceptor spoke, activating the artifact and watching as the magenta light pulsed towards the tube.

"Incorporating animal DNA." Fowler finished, pressing a slide with a fur sample into the console. After his and his sons' emotional moment, he insisted on having a role in his potential rebirth.

Optimus looked on at the scene. He was thankful that the circumstances had enabled father and son to reconcile, but he was still silently praying that this procedure worked. For both of their sakes. He was pulled out of his silent prayer however, by a page from Blaster.

"Hey OP we got a mystery caller here who claims to know Arcee and is claiming that something's wrong. Want me to patch him through?" Blaster radioed.

"Patch him through to the monitor."

Moments later the face of Cyclonus appeared. "Prime, I just received a message from Arcee that she, her charges are under attack. She also said that their communications are being jammed in some way. I'm sending you their coordinates and I'm a few minutes out from their location. I suggest you send backup." With that the screen went black as he terminated the call.

Optimus was about to begin assembling a team when a bright flash of magenta light emanated from the tube.


Out in the dessert some twenty miles away. Arcee and the Maximals were busy taking out their frustrations on rocks and sand dunes.

"I can't. Believe. They kept that. A secret. From us." Miko grunted as she sliced a tall rock to the ground in one-foot increments with her katanas.

Raf was several feet away turning his own boulder into a pile of gravel with his chain guns. "I know what you mean, I'm not opposed to there being more Maximals, but they could've at least told us about it."

Several loud cracks and shrieks came from a nearby dust cloud. It settled a few moments later to reveal Jack and Vince. Jack had used his whip on a sand dune while Vince blew away another.

"Honestly." Jack said. "I'm just irritated that Magnus just treated any say we had in the matter as a given. Like we don't factor into the equation for our own group."

June gave a sigh after unloading an Onyx blaster into a nearby sand dune. "I agree, what he did was asinine. I think he's so used to being in command that he thinks everyone except Optimus has to follow his orders." She reasoned while holstering her weapon.

Arcee pinched the bridge of her nose. "You're both right." She conceded. Even when she wasn't directly under him, she still saw that Magnus had a habit of rubbing bots the wrong way. "However, we still need to work with him for the time being. That said, I think it's time we headed back."

Jack grimaced. "Alright. We'll talk to Optimus and Magnus when we get back. Arcee, can you request a ground bridge?" He asked. After all the target practice they'd been doing after running here, none of them felt like running back.

Vince winced slightly. "Hey, do you guys here anything that sounds like a low whine?"

Shaking her head, Arcee activated her comms. "Arcee to base. Requesting a bridge back." There was a two-beep tone that signaled a failure to connect. "Blaster this is Arcee can you hear me?" The beep repeated. "Blaster? That shouldn't happen, we're not that far from the base."

Any further questions were cut off by several canisters landing in the sand near them and expelling a thick white smoke. The effect was immediate on the Maximals and June who suddenly felt drowsy and collapsed to the ground coughing before passing out. Several vehicles roared onto the scene, people in army uniforms and gas masks exiting.

"Hey." Arcee yelled. "Leave them-" Her yell was cut off as several high-power stunners buried themselves in Arcees' mesh and discharged, dropping her like a stone. Depthcharge was dropped by several more.

Out of the thick white smoke came another figure sporting the same attire. "Alright, successful takedown. Get these specimens in the transport trucks." Agent Simmons called. "Keep the jammer blocking their base and keep the subjects sedated to make sure they can't transform."

"Hey man, what gives?" Yelled a new voice. Looking to her left Arcee recognized Beachcombers' dune buggy mode racing towards them. Transforming and pulling his blaster, he got between the soldiers and the Maximals. "What ya got against those kids man?"

"Shit, we got a second bot on sight, use the backup tasers!" Simmons yelled. Beachcomber was caught off guard as the stunners sank into him and shocked him to the ground screaming. "Alright, bonus points on this mission. Get the freaks loaded up first, then the two metal bots. Them you can place with our new 'systems jammer'. Oh, and make sure to grab Darby, we can use her as a bargaining chip to ensure compliance."

While all this was happening Arcee was barely hanging on to consciousness. Upon hearing that the communications to the base were cut off, she took a gamble. "Cyclonus. Cyclonus come in. The kids and I need you. We're under attack and being jam-" She gave a scream as renewed shocks coursed through her body.

"Boost the signal jammer to cover the entire area. Then get the packages loaded double time." Simmons ordered. "We heard your little call for help, but we'll be on our way before anyone shows up." With that he placed something on the back of Arcees' neck. "A little shock device to ensure no more heroics." He explained smugly.

"Why are you attacking us? We have diplomatic immunity and Optimus will know we're missing." Arcee asked, trying to buy time for help to arrive. She felt a vehicle back up near her head as several chains were attached to her and Beachcomber.

"Well, what the president doesn't know, we can plausibly deny. And as for the big rig, with so many new, unauthorized ETs to keep track of, I don't think he'll notice if one or two go missing." Simmons replied. "Okay, take it up!" He yelled to the truck driver.

Arcee felt herself being pulled into the back of the truck, Beachcomber right behind her. Head clearing the canvas covering she was surprised to see another cybertronian. This one was purplish pink and grey Cybertronian bolted to the side of the truck. Various wires and cables were connected to the back of his head and neck. This must be their 'jammer'. A quick glance showed just where this poor mech must've come from.

"Aww man." Beachcomber groaned. "They just had to put us in here with a Decepticon."

"Hardly." The other bot groaned, closing his optics. "After they left me to burn with that lab, I'm no Decepticon. Name's Sparkstalker, freelance cryptologist." He introduced.

As Beachcombers' feet cleared the back of the truck, Arcee saw a bound and gagged June be tossed into the back with them. Moments later the truck started up. Arcee only hoped that her friend heard her call.


The moment Mihcael Fowler felt a charge run through his body in addition to the burning cold of the cybermatter, he ceased to feel any pain. Not in the sense that he was dead, more in the way that he felt whole. With a shock he realized he felt more limbs that what he had moments ago. He also felt himself floating in nothingness. Before he could ruminate on his situation, a voice from everywhere and nowhere called out to him.

"Greetings Mihcael Fowler, and welcome. I am Vector Sigma." The voice spoke.

"Who?" Mike asked. In everything he'd learned about the Autobots after signing up for this experiment, he'd never heard that name mentioned.

"Apologies, but I haven't long to explain." Vector Sigma replied. "You have chosen to become one of my newest creations as a Maximal. I feel you've done so for noble reasons so I shall grant your wish. However, my other Maximals are in great danger. An outside force is hunting them as we speak, intending to do harm."

"What!" Mike yelled. "But those guys were just kids. They, they did nothing to deserve being hunted. He took a calming breath. "Alright, tell me what to do."

"Follow the call of your spark towards the others. From there, you must simply transform, and move out." With that, Mike was bathed in magenta light as he was pulled back into full consciousness.


Upon exiting the tube Mike shook his head and took stock of his new body, not quite used to having four limbs (let alone a tail) again. Looking at himself in a reflective surface, he saw that the beast mode DNA took. His body looked similar to the Maximal that he knew was called both Jack and Leobolt. While the overall build was the same, his was slightly more streamlined. Mostly because he was a different big cat completely.

"Woah it worked, I'm a Cheetah!" He exclaimed.

"Mike?" Agent Fowler asked in awe of his sons' new form.

"Agent and Captain Fowler, I'm sorry to interrupt, but we have need of you both in rescuing our endangered Autobot and Maximal allies." Optimus spoke. "We have the coordinates from an associate of ours, but the spacebridge is being blocked, so we need to transform, and roll out. I'll follow with reinforcements."

Mike nodded. "Right." He remembered what Vector Sigma had said. "Okay, focus on the others, they are the mission."

Closing his eyes, Mike focused on everything he knew about the other Maximals. His heart had gone out to them for what they'd suffered. While he knew that he had specific missions with the other Maximals produced by Project Pheonix, maybe he could make their wellbeing his own mission.

With that, Mikes spark glowed a bright purple as he transformed. Rearing up on his hind legs he felt the become thinner. Looking down he saw that while he could feel them, they looked like a type of speed running prosthetics. His cheetah head and paws folded into his head and arms respectively, replacing them with hands and a scarless human head and leaving cheetah hide in its' wake.

"Woah." Mike said again. "Now this is what I call spot on smooth." He commented, testing his new legs out. He was thrilled to be able to stand upright again, not to mention the fact he had his face and eye back. He'd almost forgotten what he looked like without the scars.

"Indeed." Optimus replied. He turned to Agent Fowler. "Hound and Mr. Blackrock will meet you at the gate, they will be going with you. Now move out." With that Mike ran out of the hangar and to the gate in less than two seconds. A gust of wind blowing in his wake.

"Holy!" Fowler yelled.

"Looks like we have another Blurr on our hands Prime." Magnus commented as Agent Fowler ran after his son.


Catching up to his son he saw that G.B. Blackrock and Hound were already at the gate. The latter sitting on what looked like a red Vehicon car while wearing a suit of advanced looking armor with a backpack. "What the heck are you wearing Garrison?"

G.B. looked at him. "My Transtector, I finished the prototype a couple days ago. I was going to wait to do a test run, but with my daughters in trouble." He let that sentence trail off.

He pressed a button on his wrist and the hood of the car folded away, exposing a sizeable indentation. Blackrock jumped towards it. Curling into fetal position he nestled into the cavity, the backpack section of the suit unfolding to lock him into place while giving the appearance of an engine. The car started and shifted into gear. "Let's hit the trail, Fowler."

"Right." Fowler said, impressed by this new development. He climbed into Hound and felt a wave of nostalgia being behind the wheel of a V.A.M.P. again. "Mike, you know where to go, take point. At full speed we should be there in ten minutes"

Mike saluted and took off running. Hound and Blackrock right behind him. Looking at the speedometer moments later, Bill saw that they were traveling at a hundred twenty miles an hour. Grinning ear to ear, he couldn't help himself. He threw his fist into the air and yelled. "YO JOE!"


In his seat in the cab of a transport truck, agent Simmons smirked. Today had been a good day for him so far. He'd finally been able to get an ass load of alien tech for Sector Seven. With everything they could pull out of these subjects, the country would be secure for years to come. Not to mention the massive boost to his pension and getting the Nakadais off his back.

His musings were cut short as a large shadow passed over the convoy. He furrowed his brow. There was supposed to be no air traffic over this route for security reasons. The shadow passed over again and Simmons saw a strange looking needle nosed jet flying towards the horizon. Seeing it bank left and come right at them, Simmons swore. "Oh shit."

Cyclonus transformed in midair and drew his sword. With one mighty swing he managed to separate the cab of the troop transport from the rest of it. The cab rolled a further twenty feet before slowing to a stop. Simmons climbed out of the cab as his troops climbed out of the overturned back end as the other vehicles came to a stop.

Simmons pulled his shades back on and glowered at Cyclonus. "Now listen here tall dark and pasty." He sneered. "We already have our limit for aliens today so I'm giving you an opportunity to walk away. Otherwise, we'll be happy to blast you to pieces and just leave you to rust."

"You speak as if you have any authority over me, fleshling." Cyclonus sneered back. "You do however happen to have a friend of mine and her charges." He leaned down to look at Simmons. "So, I'm giving you an opportunity. Release them, and I won't slice you all to pieces and leave you for the vultures."

"For the love of. Open Fire!" Simmons yelled. His squadron fired on Cyclonus, the swordsbot using his sword to direct the first few blasts. Unfortunately, he wasn't able to deflect several others and had his armor dented in several places along with a causing couple of mesh wounds.

Dodging right he swung his sword at the soldiers' guns, slicing them clean through the power packs. The soldiers were force to drop them as the packs exploded. This left the entire left flank free to fire on him. Cyclonus barely got his sword up in time.

"You had your chance ET." Simmons sneered. "Break out the heavy ordinance and prepare to-"

The rest of his order was cut off by a yellow blur whizzing past the collective vehicles and kicking up sand. Everyone covered their eyes and heard a surprised yell from Cyclonus. When they opened them again, he was gone.

"What the hell?" Simmons asked as the blur passed by again, this time taking all their weapons and stacking them in a pile several feet away. Before anyone could even think to move to retrieve their weapons, the blur began to raise holy hell.


Mike for his part was enjoying this mission. After disarming the troops attacking the purple bot and moving him behind a nearby boulder, he began to systematically disassemble every single vehicle in the convoy. Wheels, doors, canvas coverings, all went flying. Coming to the vehicles holding the Maximals he quickly slashed apart their restraints with a pair of curved swords built into his body. Moving to the truck with the Cybertronians, he cut Arcee and Beachcomber free. However, with all the cables and bolts connected to the third one, he decided to hold off on him.

Jack was the first Maximal to shrug off the sedative Sector Seven had pumped him full of. Transforming and standing upright, he looked at the new Maximal. Regardless of their current issues about Project Pheonix, this one did just save their lives.

"So, you're our new member." He said holding out a hand. The new Maximal took it.

"Captain Michael Fowler at your service. But you can call me Mike. I look forward to working with you commander Darby." Mike introduced.

Jack raised an eyebrow. "You're not any relation to-"

"My dad." Mike explained. "Long story."

"I look forward to hearing it."

"You won't be living that long." Simmons yelled. During their brief exchange he managed to sneak over to the weapons pile and grab a blaster. "I would've preferred to take you all alive, but I can settle for a good old-fashioned autopsy instead."

Any further threats were cut off as Hound, Blackrock, and agent Fowler came into view over the horizon. Speeding up to the group, Hound slammed on the breaks and swerved stopping just feet from Simmons.

Fowler scrambled out of Hound who transformed and trained his gun on Simmons' men. Seeing this, he tried to bluff his way out. "Now Bill, I know what this looks like but-" He was cut off as Fowlers' fist slammed into his face, knocking him into the dirt.

"What this looks like Seymour, is you violating direct orders from the joint chiefs, the Pentagon, and the president of the United fricking State!" Fowler finished with a yell.

"Look." Simmons grumbled, pinching his bloody nose. His shades eschewed. "I'm still under orders to retrieve any and all alien technology. I'm only doing my damn job."

"Had you not been so caught up in 'doing your job' you would've been able to reap some benefits by working with our visitors." Blackrock spoke using the car radio.

Allison and Sierra looked at the red sports car. "Daddy?" Sierra asked, giving the car a confused look.

The car gave a lurch and transformed. Standing in its' place was a Vehicon with a human face. It deployed a pair of blasters from its' wrists and aimed them at Simmons. The engine that was Blackrock had migrated to the abdomen during the transformation.

"While I'm in my Transtector." He began. "Please call me Overdrive."

"You mean you can control those." Simmons began before he collected himself. "Mr. Blackrock, on behalf of the United States government, I am confiscating whatever tech you're using to-"

"Those were made as a United States defense project and as such, already belong to the government." Fowler cut across. "However, seeing as two of your kidnaping victims are Mr. Blackrocks' daughters." He paused as he watched Simmons pale. "He would be well within his rights to turn you into a red smear in the sand."

"I have a better idea." June called as she walked towards the group, Raf, Arcee, Beachcomber and Sparkstalker behind her. The former having been safely disconnected from the truck and jamming system by Raf. She marched over to Simmons and yanked the blaster from his grip.

"And what's that nurse Darby." Fowler asked, suppressing a grin. He knew June had been planning something nasty if she ever ran into Simmons again.

June did a quick check to make sure all the guards were male. "All of you, shirts, shoes, and socks in a pile next to the guns." She ordered. Seeing their hesitation, she fired the blaster into the air to get them moving.

"You can't order us to-" June cut Simmons off with a smack to the face, snatching his badge while he was distracted.

"See this?" June taunted, holding Simmons own badge up to him. "This is a 'do anything I want and get away with it' badge. Now move it!" She growled as Simmons stripped off his shirt and footwear. It felt good to use that bastards' own words against him.

"Now." June began, throwing the badge onto the pile of clothing. "The nearest gas station is about fifteen miles to the west of here. You 'brave' soldiers are going to walk that entire way barefoot while the afternoon sun is beating down. With luck, you should make it there in about five or six hours."

She gave an evil grin. "And to make sure you don't get any ideas." She turned to the others. "Destroy the trucks." With that the group finished what Mike had started on the military transports they'd arrived in as well as the pile of shirts and footwear. "Now march." She ordered.

"Now hold on." Simmons argued. "We're not going to just-" He was cut off by Sparkstalker transforming into a winged and tusked birdlike dinosaur and breathing a stream of fire at the man. Taking this as a cue, Simmons and his squadron ran like hell, several members yelping and wincing until they were out of sight.

"They got off too easy." Cyclonus grumbled at the retreating group.

"Not really." June explained. The ground in this part of the dessert is hot enough to scald feet with just one step, let alone fifteen miles of them." She giggled. "Not to mention, cactus have been growing and shedding needles out here for thousands of years, and all those needles are in the sand even now. Just waiting to be stepped on."

"Throw in the triple degree heat and I'd say this is borderline torture. Admittedly it's well deserved though." Fowler finished at Junes' scathing look.

Arcee turned to Cyclonus. "Thank you for coming to our rescue. I don't want to think what would've happened if you hadn't arrived."

Cyclonus shook his head. "Think nothing of it, but I don't think it best for me to stick around. I may have a lead on Airachnid that I need to follow. Take care." With that Cyclonus transformed and took off in the opposite direction of Simmons.

The various Maximals gathered around Mike. "I had no idea Fowler had a kid." Miko spoke. At a quick elbow in the ribs from Sierra, she changed track. "So, Mike, what do you transform into?" She asked.

Mike transformed back into his cheetah form, causing her to laugh. "Looks like we got another big cat on the team. Welcome aboard, Cheetor." She finished.

"Cheetor?"

"Codename." Jack explained. "She gave one to almost all of us."

"I still think Prowl would've suited you if it hadn't been taken." Miko replied. "But Leobolt makes him sound sexy too." She finished, wriggling her eyebrows at her now red-faced boyfriend.

The newly dubbed Cheetor smirked. "Okay so I'm Cheetor, you're Leobolt, and the rest of you?" He asked, wanting to match the names he read to faces. Starting with Miko, the other Maximals introduced themselves.

"Wingsaber"

"Rhinox"

"Botanica"

"Nightscream"

"Mach hoof"

"Depthcharge"

"And I'm June Darby, unofficial Maximal handler." June finished the introductions.

"That said." Fowler spoke as he looked at his son. "Welcome to Unit-E son." He looked at the rest of the group. "I've already called off the cavalry and requested a bridge back to base now that the jammer has been, disconnected." He finished with a wary eye on Sparkstalker.

The ground bridge portal swirled into existence in front of them. One by one the Maximals and humans walked through the portal and back into the base. The bots and Overdrive followed moments later.

Overdrive held up a finger. "Before I transform and detach." He stated. He turned to Allison and Sierra and gave the two of them a hug before transforming and separating from his car body. "You wouldn't believe how much I've missed being able to hug you girls." June looked down trying not to seem envious.

"A sentiment that, I'm sure is relatable." Optimus said as he came into the room, Ultra Magnus just behind him. His optics landed on Sparkstalker

Sparkstalker held up his hands. "I quit the Decepticons." He spoke. "I just need to know who I need to surrender to."

Optimus nodded and pointed to the lift that led to the Lost Light. "Just go down that lift and speak with a mech named Rodimus. Arcee, Beachcomber, if you could escort him." There was no way he was going to risk Ultra Magnus interrogating a defector after everything else that'd happened today.

"I'll go with them." Depthcharge spoke as he turned to follow. Having a fellow ex Decepticon to explain a few things on both sides would be helpful.


As Sparkstalker was led away, Optimus turned to the Maximals. "I see that captain Fowler has begun integration into your unit." He gave a sigh. "Having said that, I owe the rest of you an explanation of Project Pheonix."

"When Jack, Miko, and Rafael were first turned into Maximals, the government wanted to use them for black ops missions." Optimus began. "However, as the three of you are underaged and still dealing with the trauma of your ordeal, I argued that this was ill advised. Project Pheonix was our counter offer. We would replicate the process on severely injured U.S. service members to create the team they wanted.

Optimus closed his optics. "However, implementing it was contingent on recovering the Enigma of Combination. Without it, reformatting humans would be near impossible even with the cybermatter at our disposal. Another part of that bargain was that any and all subjects of the reformatting process, past or future, would be offered citizenship on Cybertron. This was agreed upon to protect you all from forces such as Sector Seven." He finished.

"With the Enigma in our possession and the designs for the chamber, we had no choice but to move forward with Project Pheonix." Ultra Magnus continued. "Unfortunately, you discovered the project before we could break the news to you gently."

"It wasn't the project that made us angry." Jack replied. "It was the fact that we were never consulted about it before or after the fact. Then any opinion we had when we found out was treated like it didn't matter."

"I understand that, and we were wrong." Optimus agreed. "We will take your input on any potential candidates for the project into account for now on." He placated.

The Maximals all looked at each other before nodding. "Apology, and solution, accepted." Jack replied. "But from now on, no more keeping secrets about us, from us." Nobody noticed Magnus' brief guilty look.


An hour later, down in the Lost Lights' hold, Sparkstalker had just finished being interrogated about his decision to leave the Decepticons and how he came to be captured by the humans. He just responded honestly. In between the unnecessarily cruel experiments on human captives and the desecration of Liege Maximos' tomb and corpse, he was thoroughly disgusted and disillusioned. The Decepticons had fallen far from the lofty ideals Megatron once professed. Ideals, he himself still believed in to an extent.

He was pulled from his thoughts by the door opening. A short grey and aqua colored femme entered the room holding and energon cube. "Hello." She said in a somewhat nasally voice. "I brought you some energon, I figured you could use some after what those humans did to you." She explained, offering him the cube.

Taking it, Sparkstalker looked at her in contemplation. Her voice sounded familiar. "Thank you." He said, taking a sip from the energon cube. "I know this is going to sound strange, but are you a hacker?"

"Ohh, my gosh." Lightbright exclaimed in recognition. "You're that hacker from the Predacon lab aren't you. Oh wow, I heard that you might've been in the building when it went up but I'd hoped you survived. You were such a sweet opponent in our little battle of bytes and I'm so thankful you did despite those humans using you as a living signal jammer. I mean not all humans are bad I've learned, more scared and curious than anything but some of them can put you off the whole species if you let them. My name's Lightbright by the way." She said all this really fast.

Thankfully after Cindersaur and Flamefeather, this femme was easy to be understand. "It was a close thing, sweet byte." Sparkstalker grinned, feeling a little swagger now that he had some fuel in him. "I got blasted through a door and taken captive when I woke up. And my name is Sparkstalker." He winked at her.

"Oh, well you're here now." Lightbright spoke, blushing. "Whether you want to be an Autobot or just a neutral is fine. Rodimus actually sent me to take you to your quarters and give you a tour. Not that there's much to see, the highlights are basically the fuel reservoir lake and Swerves' bar." She explained.

Finishing his energon, Sparkstalker decided to take a chance. "That sounds wonderful." He asked, then he cleared his throat. "But would you like to get a drink at the bar last? Maybe we can swap some stories." He finished with a blush of his own.

"Ohh, I've never been on a date before, it sounds like fun." Lightbright squealed. "Come on." She said grabbing Sparkstalker by the wrist and pulling him out the door.

Sparkstalker smiled to himself as they left the room. This hacker femme may be a bit unusual, but he had a feeling that would make any relationship with her an adventure worth having.


Meanwhile aboard the Nemesis, Shockwave was supervising the unloading of the Omega Lock components from Astrotrain. During the excavation, they'd discovered something that could be of use to the Decepticon cause.

"You said the Constructicons found something of interest at the excavation site Shockwave?" Megatron asked. After their latest setbacks from the Predacon projects, anything of value could be a potential game changer.

"Indeed Lord Megatron." Shockwave began, stepping over to one of the containers. "I believe it was initially missed due to the high energy reading around the lock itself, but once the majority of the components were excavated, it was easily detectable."

He pulled out what looked like a blue cylindrical stone overlayed with white lines of circuitry. At the top of it was a hole for what could presumably be a thumb. Megatron took a hold of it and it expanded a bit to fit his hand and began to glow softly.

Looking down at it, his optics widened. "Micronus Primes' Chimera Stone." Megatron whispered. "Well, we lost one artifact of the thirteen, and gained another. Continue to supervise the unloading of the Omega Lock. I'll put this in the vault personally."

"That would be logical." Shockwave stated. "Even if it cannot be used in our current plans, it would be prudent to keep it away from the enemy."


As Megatron left to store the Decepticons' newest artifact, Galavar was helping himself to something of Megatrons' in Shockwaves' lab. "Hmm, no, no, definitely not." He said quietly to himself as he rummaged through the crystals of dark energon. He needed a specific one.

"Ah." He finally said. He pulled out a perfect gemstone of dark energon. "A flawless piece, fitting for what we have planned for it. Yes." He muttered. He'd have to get it to Tarantulas quickly so that the project could be completed while their 'commander' was busy. Once it was complete, not even Megatron could stop his takeover.


On the other side of the ship. Punch was taking advantage of Knockout buffing himself to use the med bay to send a message. He knew there were no cameras in there. Transforming into Counterpunch, he activated his wrist comm.

"This is Autobot intelligence agent Counterpunch reporting in." Counterpunch began. "While the destruction of the Predacon facility was successful, it has opened up a new, more horrible possibility. The combination of CNA and the partial synthetic energon formula in the lab led to the creation of cybermatter. While the combination itself is unstable for the moment they are already planning to use it and the relocated Omega Lock to either restore Cybertron or Cyberform the Earth once the formula is perfected."

He took a breath. "I don't think I need to say how bad either option could be for our cause. My recommendation would be to wait for the majority of the work to be completed then launch an all-out assault on the Nemesis. From there we can use their resources to restore Cybertron ourselves. I'll give a status report in seventy-two Earth hours. Signing off."

With that, he transformed back into Punch and exited the med bay, never noticing the eight eyes that were watching him from the ceiling.

A/N- Mike/Cheetor in my story is based almost entirely off Cheetors' Beast Machines design. Albeit with a different head sculpt. I gave him Blurrs' level of speed after reading the recent Beast Wars comics by IDW, specifically where Cheetor races a copy of Blurr in a Vok induced vision. His and Jacks' designs are similar for now, but I do plan to give Jack an upgrade in the third arc.

My decision to have Blackrock become Overdrive via Powermaster upgrade is actually a precursor of things to come for him. The use of the of Transtector will evolve into something much bigger in the third arc.

I know canonically the Chimera Stone is round, but for my story I modeled it after the Minicon ports on the Armada, Energon, and Cybertron toys. I figured it'd be appropriate for the 'first' Minicon.

On a side note. If anyone plays the Transformers Earth Wars mobile game, my alliance the Spedabots is looking for new recruits. The main requirements are 1000 medals, a level 6 or up HQ, and active participation in events. Thank you for your consideration.

Next time: Fantasy vs. Reality.