Hello all and welcome back to Beast Wars Prime. Sorry this update took so long. I've got family staying with me so finding time to write has been a slight issue. That said, this is the first part of another two parter. I decided to break it up due to length and will have the other half ready on Halloween. In any event, I hope you enjoy this.

Cyclonus transformed as he landed next to a cave several miles from where he had first encountered Airachnid on this world. He listened closely; he knew Insecticons always made some form of noise while in their hive. Hearing nothing, he frowned before drawing his sword and silently entering the cavern.

Looking around the inside of the cavern, he saw that while it was devoid of life, there was evidence that life had been there. He found several small pools of energon around which were numerous Insecticon parts, signs that the hive Airachnid had taken control of from the Decepticons had both reproduced and been culled to an extent.

Other evidence showed that someone had been experimenting on the hive. To his right he saw several dead Insecticons in various stages of dissection and augmentation. Looking closer he saw some human communications equipment amidst the refuse, then looking up, he saw the calculations on the wall.

His optics widened; he knew some of those calculations. They were used in the golden age of Cybertron to track space bridge frequencies. Following the formulas, Cyclonus discovered what Airachnid had been trying to locate. The bottom of his fuel reservoir dropped out when he realized she had succeeded.

"Arcee." He whispered in horror. Sheathing his sword, Cyclonus transformed and took off in the direction of the Autobot base. "Starshade, lock on the transmitted coordinates and descend on an intercept course." He prayed to Primus, the Primes, and Tailgate that he wasn't too late.

"This tribunal is now in session." Optimus Prime began, leaning forward to speak into the microphone while seated at a table in a storeroom near the bridge of the Lost Light. He looked up at Ultra Magnus. His second in command was now in very deep trouble for his actions. After informing the Maximals that Magnus had files on them, and what they contained, he'd been walking a metaphoric tightrope to keep their trust.

"I, Optimus Prime, as leader of the Autobots shall conduct this hearing." Optimus began. "With me are Rodimus of Nyon, and captain of the starship the Lost Light and First Aid of Iacon, ships doctor. The goal of this hearing is to ascertain the depth of the defendants' transgressions and determine what disciplinary actions need to be taken."

Rodimus, as ships' captain, was an obvious choice for the tribunal as he proved himself professional and diplomatic. While he was on friendly terms with the Maximals, he refused to let that sway his decisions. First Aid was chosen both due to the medical nature of some of the crimes and the fact that Velocity was unfamiliar with disciplinary protocols. Ratchet and Rung were ruled out due to being secondary victims as they were the ones the medical records had been stolen from.

Optimus looked at Magnus again. "The defendant, Ultra Magnus stands accused of violation of protocol and violation of treaties with allies. In addition, the defendant is accused of illegally accessing privileged personal medical and psychological information. How does the defendant plead?"

"Guilty your honors." Magnus replied. "I did indeed violate those regulations. However, I did it for what I believed to be a good reason. While they may be our friends, the Maximals are highly dangerous."

Rodimus leaned forward. "Dangerous how commander?" He asked.

"Simply put." Magnus began. "They have proven themselves to be highly capable fighters in battle. Those capabilities, however, also make them a liability as the recent incident with Mindwipe has proven."

"Mach Hoof can generate enough Nucleon to paralyze this ship and everyone in it. Nightscream can drain energon from any bot he comes across. Wingsaber can teleport through any barrier, and those are just the obvious things that could be used against us." Magnus continued. "We still do not know enough about them to fully trust them yet."

"That, is a whole lot of pit." First Aid replied. "I examined the files in question, and I talked to the six Maximals they pertain to. To put it in general terms, they are six sparklings who had their bodies forcibly rebuilt and made into war machines and are trying their best to cope with it. Their abilities are no different than Trailbreakers' force fields, Blasters' hearing and Skidzs' ability helping him learn how to pick locks." He countered.

First Aids' visor narrowed. "Look, I'm a doctor not a military officer, but I have read up on some of the cases involving the Maximals since arriving on Earth. One caught my interest. About how an arms dealer you trusted who was secretly selling to both sides and you did not know about it."

"First Aid." Optimus warned as Ultra Magnus shifted slightly.

"You became paranoid after Dealer showed his true colors and it surprised you." He continued, ignoring Optimus. "In return, you became suspicious about anything you had no control over. You wanted to have a way to control and potentially neutralize the Maximals in case they turned on you like he did." First Aid finished.

Rodimus leaned forward. "While the doctor was harsh in his words. His observation has merit." He paused, choosing his words carefully. "You did act out of fear and in doing so damaged our relations with this planets' native species, to say nothing of our relationship with a rising team within our ranks."

"Playing Unicrons' advocate for a moment." He looked at Magnus. "Strategically speaking, I see no issue in having a contingency plan to contain any bot who could become a severe threat if compromised. However, that should be something discussed with the bot in question beforehand and not just the Maximals. This includes you, Optimus, Defensor, and yes, even me should the need arise."

"And therein lies the problem." Optimus cut in. Rodimus had surprised him. He'd come a long way from the young Hot Rod he'd known so long ago. "You took it upon yourself to do this without authorization and committed several crimes doing so."

Optimus sighed. "Unfortunately, we have to make a decision about this." He began. "Considering that they were the victims of this, we shall consult the Maximals on a punishment-" Optimus was cut off as several explosions rocked the base. Several additional loud bangs were heard in the distance as tremors shook the ship.

"This hearing is on hold." Optimus yelled as he and Magnus followed Rodimus and First Aid out of the storeroom.

Rodimus activated his comms. "Blaster can you read me? What happened?" He called.

"We're trying to figure that out boss, but the short answer. Something went boom." Blaster replied.

Hot Spot came up to the group. "Sirs, you need to see this." He led the group to the exit of the ship only to find rubble blocking the way. Rook and Beachcomber were inspecting the rubble with Bulkhead and Hoist on standby. "The access tunnel to the surface has been completely blocked by rubble."

Optimus activated the comms. "Blaster, we've been cut off from the surface. Can you send a space bridge to the surface to check on the Maximals?" June had asked the bots to give the kids some space after finding out about the files and all the Autobots had agreed to it, albeit reluctantly.

Several seconds later, Blaster replied. "Uh, boss." He began. "The space bridge is being jammed and it can't establish a connection to the surface. Every time I try, the system resets itself. Last time this happened was when Sector Seven jammed us."

Optimus' optics widened. "Did anyone salvage the equipment they used?" While Sparkstalker was the main component in the jammer, it could still be viable.

"The equipment was gone by the time we returned. We figured Fowlers' team had confiscated it." Rodimus replied. This was a worrying development.

"Boss, OP, we have a bigger problem now." Blaster called in a panic. "The sensors just picked up Insecticons, over two hundred of them."

"Megatron must have discovered the location of our base and is sending the entire hive in an all-out assault." Optimus began. "If we modify and use the phase shifter we can pass through the rubble and-"

"Optimus, the phase shifter burned out after the Lost Light landed." Perceptor countered. "The only way out of here is to manually remove the blockage."

"And it isn't Megatron." Arcee added stepping up to her commander. "Airachnid was released from the stasis pod we had trapped her in before the outpost was destroyed and most likely deserted the Decepticons again. She mentioned in passing that she took the Insecticons with her when she left."

She dropped what looked like a cockroach with a light for the head and a canister on its' back. "I shot this a few moments before the explosions. As strange as it sounds, I think she planned this."

"But why would she seal all of us down here then launch the attack?" Rodimus asked.

Arcees' optics widened. "Because she doesn't want us yet. She's after the kids!" She finished, her voice rising to a yell.

Optimus turned to the assembled Autobots. "We need that rubble cleared, now!"

From her position on a nearby mesa, Airachnid smirked as she heard the 'roach bombs' go off. While she was no Shockwave, she could figure out how to build a bomb drone. She only had to program them to get into position and explode on her order and viola, instant cave in. Thankfully, the dragonfly spy Insecticon had been able to scout the cavern around the Autobot ship undetected and find the week points to plant the bombs.

She turned to the cicada Insecticon she'd dubbed Venom. "Begin jamming. Make sure that they won't be able to send a space bridge. Make sure their surveillance remains online though, I want them to see what is happening." She would have to thank those humans for leaving such valuable hardware lying around. It had been simple to reconfigure it to work in the modified Insecticon.

Airachnid turned to face her Insecticon hive. She was pleased to see that there were more than the stereotypical beetle bots although they made up half her forces. By stepping in several times, she'd allowed other variates of Insecticons to come to full term. And by modifying them with some scavenged human technology, she had made them even more powerful.

Facing her generals, the strongest of each subgroup, and continued. "Now we move in. Destroy anyone in your paths and raze everything to the ground. Once we're finished, we will tunnel into the Autobots ship and finish them off." She knew that killing the Maximals would demoralize the bots. She hoped to see the look of despair on Arcees' face when she showed her Jacks' severed head.

"As you command majesty, majesty." Shrapnel the stag beetle general replied. His group, while similar to the normal beetle types, were capable of cleaving through steel with their pincers and harnessing ambient energy into devastating attacks. Sadly, they often lost out to the rhino beetles who were naturally stronger.

The rhino beetle general, Bombshell stepped forward. "My team and I shall lead the charge head on while Shrapnel and Kickback attack from the sides with theirs." He said referring to the locust general. While the rhino beetles were infamous for their strength and endurance, the locusts were able to move at high speed and capable of consuming everything in their path.

"Very well." Airachnid replied as she transformed into her helicopter mode. She watched as the rest of the hive transformed as well. "Insecticons, heed your queen's command, swarm!" She called. With that, they began the attack.

In the Maximals' den, the group of eight Maximals as well as June and G.B. Blackrock were waiting to be called to the Lost Light. The revelation of Ultra Magnus' secret files on them had come as a shock. Despite the debacle with Project: Pheonix, the team still had some faith in the Autobot second in command. Learning that he had files on their strengths and weaknesses and potentially how to kill them had been a crippling blow to their faith in the bot.

Optimus had told them that there would be a tribunal composing of himself and two others to decide on a course of action. In addition, he admitted that the files were created without his knowledge or permission. He also admitted that they would be consulted before any discipline was carried out, something that gave the team some hope. They could use some after not being in contact with the bots for a couple of days. Even the human soldiers had left the base for training maneuvers for the time being.

Then they felt the ground shake as several explosions were heard underneath them. "What the hell was that?" G.B. asked, looking down. He hoped the army geologists hadn't been wrong about the stability of the land the base was on.

Vince winced a little. "Do you guys hear something?" He turned to the left and saw a dark cloud just past a mesa. "I thought the weather was supposed to be sunny all day."

Miko squinted at the cloud. Using the falcon vision that she had inherited from her beast mode she took a closer look. Getting a closer look, she felt the bottom of her stomach drop out. Did it have to be those? "More like sunny with a chance of Insecticons." She gulped, taking a step back. She hated bugs.

Depthcharge activated his comms. "Optimus, come in. We have a situation and need backup."

"We are aware Depthcharge, however the explosions you heard collapsed the pathway to the lift." Optimus replied. "In addition, something is jamming our space bridge. We are unable to connect to the surface, or anywhere else. We have already contacted agent Fowler and we are working to clear the rubble without collapsing the cavern, but it's going to take a while."

June stepped forward. "We need to run then. With the bots trapped and only eight of us, nine if G.B. uses his suit we're outnumbered." She suggested.

"Run where?" Allison asked. "Outside of a few mesas between here and town it's pure desert and dunes. We'd be picked off in a minute if we run or fly and I don't think Miko can teleport all of us in time." They had figured out recently that Miko did indeed have an upper limit on her powers. She could teleport anywhere but taking more than two passengers was draining on her, so was making multiple teleports in a short span of time.

"It's worse." Miko explained. "Airachnid's with them." She shuddered, placing a hand where she had poisoned her the last time they had crossed paths with her.

G.B. ran over to a box the size of a footlocker with two holes in the top of it. Crouching down he placed both hands in the holes as the box began to transform. Rapidly it unfolded and wrapped itself around his body until the Transtector suit was fully in place. Pressing a button on his wrist, they heard an engine roar to life as the red car that it was connected to round the corner. Quickly combining and transforming, Overdrive stood tall over the Maximals.

"Then we must make a stand here. Try and give the bots time to get to us." He spoke. He was not about to let his daughters face this alone. "June, there's some heavy ordinance in the locker in the corner."

"Look!" Sierra yelled. A large grey boxlike ship had come into view and was heading for the Insecticon swarm.

"Cyclonus?" Jack whispered. While he had been delirious from Airachnids' poison, he remembered being healed on that spaceship.

The Starshade smashed through the heart of the Insecticon swarm. The Maximals were pleased to see what looked like a couple dozen explosions. As the ship began to head towards them a group of what looked like locusts swarmed the rear of the ship. Moments later smoke emitted from the back of it as several beetle Insecticons rammed it. A familiar needle nosed jet flew out of the ship before it exploded and crashed just outside the base.

Cyclonus flew over to the Maximals and transformed. "Is everyone alright?" he asked, taking stock of the group. "Where are all the Autobots?"

"There was an explosion." Jack began. "They're trapped in the ship beneath this base."

Grimacing, Cyclonus nodded. "Very well. Spread out and take them on as they come. I will assist where I can." He ordered. "Odds are, Airachnid will not enter the fray immediately, she will wait until we have exhausted ourselves and then strike. Thankfully, my maneuver and the loss of my ship took out a few dozen opponents."

Jack knelt and looked at his mother, who was still assembling a blaster. "Mom." He began. "I'm sorry, but I'm going to have to ask you to stay out of this fight."

"Now hold on a minute Jack." June retorted. "I have been spending the last few months getting my body into shape for these kinds of situations." This was true, she had taken to exercising with the soldiers on base and it was showing.

"I know mom, but I also know that Airachnid will be gunning for very specific targets, you Miko and myself." Jack explained. "All of us have bested her and out of the three of us she'll go for the one she thinks she can get the easiest."

June wanted to keep arguing, to point out that it was her job to protect her kids, not the other way around, but an explosion as Insecticons reached the perimeter of the base ended the discussion. Jack picked up his mother and ran to the lab. "Jackson Alexander Darby, you put me down!"

Entering the lab, he sat her down on a table. "I am sorry mom, but we can't lose you. You can yell at me after this is over." With that he ran out of the lab and bolted the door shut.

Fuming, June looked around the lab. There had to be something that could help her get out. Taking a closer look, she realized that the chamber from Project: Pheonix was still set up. After Mike had become Cheetor, the project was put on hold to see if this version of the process had any ill effects.

Looking to her left she saw a coil of wire. She tossed it over the side and slid down to the ground, using a table leg like a Firemans' pole. Taking the wire to the chamber she began tying a knot to make a lasso like her grandpa showed her years ago. She knew this would be a big risk, but if there was a chance it could save her babies, she'd take it.

Back in the Lost Light, the excavation of the rubble blocking the lift was slow going. They kept having to recalculate whenever the rubble shifted. Twice near misses were avoided only due to Bulkheads' strength and Trailbreakers forcefields. This also meant they couldn't use Defensor to excavate an escape route.

Arcee looked up after heaving two human sized rocks to the side. Somewhere up there she knew Jack and the Maximals were fighting for their lives against an entire Insecticon hive. As she turned to get back to work, she noticed a hole in the cavern ceiling. It wasn't too large, but maybe.

"Beachcomber, what are those holes in the ceiling?" She asked the resident geologist, and pointing at the hole she noticed earlier.

Fearing the cavern ceiling might be compromised, Beachcomber looked up. "Oh that?" He sighed. "That's one of the air shafts drilled into the cavern for ventilation. We can't get out that way though, they're barely big enough for humans to get through." When Beachcomber turned away to continue his work, Arcee went to seek out Hotspot.

Optimus stopped her however. "Arcee, I know what you might be thinking." He began. "And that maneuver is too dangerous."

"With all due respect sir." She countered. "My vehicle mode is just small enough to fit through the air shafts, if I hit the gas as I reach the entrance, I'll gain traction that I can use to scale the shaft and escape."

At Optimus concerned look she continued. "If Defensor throws me with enough speed at the right angle, I'll make it." She pled. "Please, let me help them."

Optimus weighed his options. Out of all his troops Arcee was one of the few that could both fit through the shaft and combat the Insecticons. Closing his Optics, he made his decision.

"Very well." He began. "Protectobots, form up on me and prepare to combine." Moments later, Arcee was being cradled like a football in Defensors' arms. "Remember." Optimus began. "She must make it into the shaft in order to escape, otherwise she'll-"

Defensor cut him off. "Understood, I will not miss." With that, he cocked his arm back and flung Arcee as hard as he could. The cheers of encouragement from the other Autobots fading rapidly as she sailed through the air.

Seeing the shaft opening rushing up to meet her, Arcee hit the accelerator. The momentum from the combiners throw began to bleed off as she entered the shaft. However, the moment her wheels hit the shaft wall at 180 miles an hour, she began to rocket up to the surface.

As she neared the surface, she realized she'd forgotten something in her plans. Namely the iron grating that was meant to keep wildlife and humans from falling into the shaft and dying. Grating that she was now approaching at top speed.

"Scrap." Arcee thought. "This is gonna fragging sting."

Watching Arcee go Ultra Magnus turned to Optimus. "Sir." He began. "If I may."

"Oh, would you quit it?" First Aid groused as he and the other Protectobots finished separating. "Those kids are in the position they're in in part because of you."

Magnus ignored him. "Even with Arcees' help, even if she calls in that swordsbot she's friends with, they're still only eleven versus nearly two hundred." He took a breath. "The signal is scrambling our space bridge, but another one could bring help. I also think I know who could be that help."

Optimus looked at Magnus. He had a shrewd idea who the embattled officer was talking about. "Who and how?"

"Optimus, are you really going to-" First Aid began before Magnus cut him off.

"I admit I fragged up!" Ultra Magnus yelled, startling even Optimus. No one had ever heard him cuss before. "I know that our allies are in danger because I let my paranoia overrule my better judgment."

Magnus took a calming breath. "Let me fix the problem I made." He spoke, barely above a whisper.

Optimus looked at the rubble they'd yet to clear. It would be an hour at least before they reached the lift. He turned back to Magnus.

"Are you calling who I think you are?" He asked. There was only one team that could potentially take on a hive of Insecticons and win.

"Yes." Magnus answered. "Last I heard they set up shop in one of Shockwaves' old laboratories. I believe they will be able to use a spacebridge on Cybertron to come here. Especially if I tell them that Shockwave himself is here."

"Very well." Optimus replied. "Tell them that I gave the order if that'll help, and have them bridge to the surface." As Magnus returned to the Lost Light to make the call to Cybertron Optimus turned to the other Autobots who'd stopped to watch the exchange.

"The situation is unchanged." Optimus called. "Keep clearing the rubble."

Meanwhile, on the surface, the Insecticons had arrived in full force. Their initial attack plan had been abandoned after the Cyclonus' kamikaze maneuver and reverted to simply swarming from a single direction. Cyclonus, Overdrive and the Maximals met the attack head on.

The group quickly discovered a few things about the Insecticons. If two or more attempted to get the same target, they would fight each other over it. After that it was just a matter of picking off the often-injured winner. Second, while most of the Insecticons were durable, they did have softer parts. A few shots in the joints would be enough to slow one down.

"How many are there?" Rhinox yelled as he used his chain guns to shoot down a couple of locust Insecticons that had tried to tag team him. Apparently while fast, they weren't as durable as the beetles.

"With the dozen or so we killed?" Nightscream replied. "I think over a hundred and fifty." He let loose a sonic shriek on a stag beetle who returned fire with an electrical blast. Dodging left he was saved by Botanica who got the stag in the head with her fireweed sap.

"Either way we need to hope we can hold out long enough for the bots to get free and help us." Leobolt yelled as he cracked his whip at a rhino beetle. He'd been having trouble with them due to their durability and his own lack of weapons.

Depthcharge wasn't having an easier time. While closer in size than the rest of the Maximals, there were too many opponents to keep up with. He'd found that letting the Insecticons come at him when he swung his sword allowed him to cut deep and offline his opponents easier. "As much as I hate to say it, we need backup."

Cheetor kept dancing around the stag beetle fire. "This is the kind of crap Unit-E was founded for, how did they know the troops would be gone?" Any further questions were halted when a locust kicked him into the wall of a nearby hangar.

"Airachnid must've found out where the base was a while ago and waited for the right time to strike." Cyclonus added, cleaving a rhino beetle in half with his sword. "It's the kind of thing she'd do."

"Right in one, big boy." Came a low voice from behind him. Turning towards it, Cyclonus had a brief glimpse of the femme it belonged to before she struck. Taking advantage of his surprise, Airachnid lunged forward, plunging her blade into his abdomen, right in his energon reservoir. She grinned as she saw energon gushing from the wound.

"Cyclonus!" Leobolt yelled. "Rhinox, help him, I'll handle." He was cut off as Airachnid lunged forward, leaving Cyclonus to collapse on the ground. She pinned him against the wall by his throat with on hand while pinning his hands with her spider legs.

"Cute as you are, you aren't mech enough to handle me, Jack." She purred. "Keep them busy, my hive." She called out, spurring the Insecticons to attack anew.

"Now." She continued. "No more games Jack." She deployed her left arm blade. "I am going to claim my trophy now." As she raised her blade to Leobolts' spark she was rocked by a pair of kunai exploding against her side, causing her to drop him.

Wingsaber glared at Airachnid with a hatred she'd rarely felt. Reaching behind her again, she began to throw kunai with abandon, willing them to explode on impact. She punctuated each throw with a word. "Leave. My. Boyfriend. Alone!" As she went to draw her katanas to continue the attack, a ball of blue webbing hit her in her midsection, knocking her backwards into the side of a hangar.

As the smoke cleared, they saw that Airachnid was definitely worse for wear after Wingsabers' onslaught. Two of the spider legs on her left side had been blown off and there was now energon dribbling down her left leg. "For that, you die first." She seethed, stalking towards the trapped Maximal.

Leobolt stood up and reared back to strike with his whip, only for Airachnid to strike out with her hand and knock his whip away while twisting his wrist into an unnatural angle. Grabbing his injured wrist, making him scream in pain she threw him into Wingsaber. An extra blast of webbing cemented the two in place together.

Looking around she saw her generals subduing the remaining Maximals who were trying to fight their way over to them. While she normally only took one trophy of each species, she wouldn't be above taking a whole group. But first. "Game over you two." She grinned, deploying her blasters.

As she raised them to her targets, two balls of green webbing slammed into the barrels, jamming them. A split second later a large green and white techno organic spider almost the size of an Insecticon landed between her and her prey. A white Maximal symbol on its' green abdomen. Airachnid stepped back in surprise at the strange newcomer.

"Get away from my kids!" It yelled in a feminine voice that sounded familiar. Before she could contemplate who this new femme was, a ball of green webbing flew from her mouth and into Airachnids' face, blinding her as she heard a familiar engine roar as someone knocked her to the ground. As she went to pull the substance off her face, Leobolt supplied her answer.

"Mom!?"

A/N: Dun, dun, dun! Some of you have been asking for her, and here she is, Maximal June! I'd been planning this from the beginning and am proud to finally present her. Now before anyone asks, I won't be calling her Blackarachnia. This is mostly because the femme herself (or her Prime analogue at least) will appear in the next arc. Spoiler alert.

On a side note, I tried to base First Aids' personality on Deforrest Kellys' portrayal of Dr. McCoy from Star Trek although it feels a little off. And while I know that Hardshell was technically the Prime universe Bombshell, I wanted to use the names of classic Insecticons.

Next time: The conclusion.