Primal Prime was training the others on how to transform.

"Free your minds; let go of any thought... Focus upon the transformation within!" he advised. Rattrap was growing impatient.

"What's with all the voodoo stuff? Just gimme a command code so I can get outta this lousy fur coat!" he complained. Primal Prime shook his head.

"It's not as easy as that, Rattrap," Primal said. "The Oracle has blended us into a balance of machine and living tissue; command codes and internal computers are no longer present!" the Maximal leader explained. Shadow quirked an eyebrow.

"So, what does that make us?" he asked. Aurora nodded.

"Yeah, I mean... Are we robots or animals?" she added. Primal paused to think of a valid answer.

"Both... And neither, at the same time..." he said mysteriously. Blackarachnia sighed in exasperation.

"That certainly clears it up..." she said sarcastically.

The key lies in finding your balance; once you've done that... You are transformed," Primal said sagely.

Transforming again to demonstrate, the Maximal commander gestured for the others to try.

The feline family were the first to try.

"I am... Transformed!" Cheetor, Shadow, and Aurora said in unison.

Cheetor's spark glowed with a magenta hue.

Shadow's spark glowed with a light grey hue, while Aurora's glowed with a teal one.

Once in humanoid form, they looked over themselves. Cheetor was leanly muscled, with an aerodynamic edge to his figure.

Aurora looked somewhat similar to her father, albeit with more femininity.

Shadow was near-identical to his dad, aside from the fact that his pitch-black skin seemed to repel all light.

"Whoa..." Aurora gasped as she looked over her new curves.

"Yeah, I mean, check us out!" Shadow agreed, flexing to show off his muscles. Cheetor facepalmed.

Blackarachnia was next.

"I... Am... Transformed," she declared. An almost lime-green-coloured hue emanated from her spark as she transformed into her humanoid form.

"Whoa, check you out..." Cheetor mumbled, a nagging feeling at the back of his head telling him to quit gawking.

Blackarachnia had long hair and two extra sets of eyes, which remained hidden unless she wanted them in view.

Rattrap was desperately trying to transform.

"I am transformed! I am so transformed that I can't even believe it?!" he tried. Nothing happened.

"Just let it happen; don't try to force it, Rattrap," Primal advised. Rattrap stopped straining and tried to relax.

"Can you feel it?" Optimus asked. Rattrap could feel a rumbling within his circuits...

"I think I feel a breakthrough comin' on!" he declared, not knowing just how astute the observation was...

A giant digger drone burst through the wall, startling the spider and felines enough that they reverted to their beast modes! The drone reared up and began firing blaster rounds at them, which Primal Prime blocked with his forearm shields.

"You lost your focus! You have to remain in an emotional centre!" Primal explained.

"What use is there in transforming if we can't do it under fire?!" Aurora complained. Primal Prime redirected the energy towards the digger and destroyed it before transforming back.

"I am transformed! I am transformed! I am getting ticked off here!" Rattrap announced from his hiding spot.

Looking into the small burrow Rattrap had hidden in, Primal sighed.

"Let's try again later, okay, Rattrap?" the Maximal leader suggested. "All right, people, we're moving out!" Primal Prime ordered.

"Deal! Book me a trip to Cybertropolis!" Cheetor said eagerly. Primal Prime shook his head.

"I meant, we're moving out to a new training ground, Cheetor; if this drone found us, more will follow..." Primal elaborated.

"Aww, come ON, Primal! All we've done since we got here is run and hide! We still don't know what's happening or how we got back; when do we find out?!" Aurora complained.

"There will be time to find out when our training is complete..." Primal Prime growled. Blackarachnia hissed at him.

"Look, I'm all for getting a handle on robot mode, but shouldn't we at least try to contact any potential allies we may have?!" she asked. Rattrap and Shadow looked at one another in dismay.

"What makes her think we HAVE any allies?" Shadow whispered. Rattrap shrugged.

"The first order of business is to find a new base, end of discussion!" Primal Prime said stiffly. "We'll divide up into three teams of two; Blackarachnia, you go with Cheetor. Rattrap, you're with me. As for the twins, you stick together and TRY not to get into trouble..." he ordered.

"But-" Aurora was cut off by Primal.

"THAT'S AN ORDER!" he shouted. Aurora looked down with a hurt expression.


As Aurora and Shadow walked through a tunnel, the female twin was STILL fuming...

""Training"? Yeah, right! It's still six of us against millions of drones!" Aurora seethed. "Besides, we don't even know why they're attacking us!" she reasoned. Shadow smirked with mischief.

"So let's go topside and find out!" he suggested. Aurora shook her head.

"Yeah, right, and disobey a direct order from Banana Butt?" Aurora replied with a mild amount of venom in her tone. Shadow's smirk grew.

"Papa Primal may have told us to find a new base, but he never said WHERE..." Shadow hinted as he jumped up toward a closed topside entrance.

Aurora gave him a disapproving look. Shadow rolled his eyes.

"Fine, be a scaredy-cat; it's your butt on the line if I get captured!" Shadow teased. Aurora sighed.

"Wait up..." she said, giving in.

As they made their way up and out, there wasn't a sniff of drones at all!

"This must be Cybertropolis! Dad said this was the central city of Cybertron AND home to tens of millions of fellow Transformers!" Aurora said, admiring the architecture.

Shadow looked cautiously around.

"Let's hope that some of them are on OUR side..." he suggested.

After looking around for a bit, neither twin could see hide nor hair of ANY other Transformers...

"Uhh... Shadow? Doesn't it seem a bit deserted to you?" Aurora said, shivering.

"Yeah... It's as if they all left in a big hurry!" Shadow replied.

"I wonder what would make them do that..." Aurora pondered.

"Whatever it was, it WASN'T good..." Shadow answered.

"Well, if there WAS an evacuation, wouldn't they have left a message or a warning beacon?" Aurora reasoned.

"Maybe they did... Let's access the Cybertron Info Core; Dad told me it holds all of the up-to-date data about Cybertron's current events!" Shadow explained.

Making their way to a kiosk, the twins activated the Info Core...

"No way... The entire archive's been deleted! Why-" Shadow was cut off by his sister shushing him. She could hear something in the wind...

"What's got YOUR tail in a twist?" Shadow asked.

The answer came when a squadron of aerial Transformers swooped down and fired upon the twins!

"AMBUSH!" Aurora announced.

As the twins were fired upon, they were forced to jump off the platform they were standing on, falling into the abyss...

Luckily, they landed on a slope that gently guided them to the ground, where they continued running.

"Just when I thought there was no life in this town!" Shadow joked.

Aurora came to a halt.

"Okay, remember what Primal said; find the balance, feel the transformation within, and-" she started in an attempt to transform before her brother yanked her into an alleyway with his tail.

"We seriously don't have the time for that!" he shouted.

As the jets circled for another pass, Shadow saw some cabling nearby and got an idea...

"Keep them distracted for a sec, Sis! I just had a brain blast!" he said. Aurora was worried.

"Would you care to clue me in?!"

Aurora hightailed it as the jets began firing on her again, swerving and jumping to avoid their blasts.

Eventually, they came to a hastily-made set of nooses; each nabbed a single jet.

"Nice moves, Sis!" Shadow complimented. Aurora sighed.

"Well, we ARE the offspring of a cheetah, after all," she replied. Then, she looked behind her brother.

"Uh-oh... THEY'VE GOT FRIENDS!" she announced as more jets came hurtling towards them.

"Yeah? Well, so do we!" Shadow said with a grin.

Turning around, Aurora witnessed her commander jump overhead of them and transform!

"I am transformed!" Primal Prime announced as he steeled for battle.

Rocketing up on his flight pack, Primal launched several energy-based shurikens from his chest.

After a few jets had been taken down, the rest transformed into robot mode. They fired upon the "Beast Machines" with little accuracy...

The others showed up, and the battle truly began...

"I am transformed!" Cheetor and Blackarachnia stated, transforming into their humanoid forms. Rattrap, Shadow and Aurora also tried but failed.

"Don't give into your emotions, or your beast modes will take over! " Primal advised.

Primal's earlier words echoed within Shadow's head: "Seek the balance; tame your inner beast..."

"I am transformed!" he stated, transforming into humanoid form again.

As one of the jet drones rushed at him, Shadow cloaked himself to its' scanners, appearing to vanish! He then reappeared on its' back, using his claws to shred its' circuitry!

"I am transformed!" Aurora said, converting back into her humanoid form.

"You thought I had slick moves before, bro? Well, check THIS out! Ai-YAH!" she shouted, brandishing twin energy blades. Using her new weapons, Aurora deflected every shot from the jet drone that came her way...

"Cheetor, give Rattrap a hand!" Primal ordered.

"You got it, Big Bot! One "Cat and Mouse" team-up is on the way!"


A jet drone was searching for its' prey... Rattrap was hiding in a pipe, still trying desperately to transform.

"I am transformed! I am transformed! I am transformed!" he shrieked as the jet drone rushed to his hiding spot. Suddenly, the jet drone fell apart! Cheetor had sliced it to shreds with his curved swords.

"Take it easy, Rattrap; you'll NEVER transform with THAT attitude..." Cheetor advised.

"Oh, I'm GONNA transform, all right; when I do, watch out!" Rattrap growled.

Firing off one last energy star, Primal Prime collapsed a large pipe over the remaining jet drones. He converted back into beast mode as he descended, then walked towards the twins...

"Aurora!" he growled.

"Okay, okay, I get it! We shouldn't have gone AWOL, but check out what we learned!" Aurora started.

"The whole of Cybertropolis is abandoned, perhaps the entire planet, too!" Shadow announced.

"Yeah; what if some kind of disaster forced them to evacuate?!" Aurora queried.

"Pardon my error message, but what kind of disaster leaves a city standing without a scratch?!" Rattrap replied.

"The virus..." Primal said in realisation.

"The same one that knocked out our memories and transformation protocols!" Blackarachnia elaborated.

"That's why the Oracle had to reformat us: it was the only way to cure it!" Cheetor realised.

"But what about the flying attack dogs?" Rattrap asked.

"If there are any answers to this, they'll be in the Council Citadel..." Primal reasoned.


As the sextet of beasts made their way to the Council Citadel, Rattrap decided to run ahead.

"Rattrap, wait! The Citadel will be heavily guarded!" Primal Prime warned. Several tank drones emerged from within the Citadel with their cannons already charged...

"Now he tells me..." Rattrap whimpered.

As the tanks prepared to fire, Primal devised a plan...

"Hold them off for as long as you can! I'm going in!" Primal announced.

Primal dodged and weaved through the tank drone's fire, making his way closer to the Council Citadel. He jumped over one cannon blast and finally made it inside...

Upon gaining entry, Primal Prime was confronted by a quintet of motorcycle drones! They rushed at him, revving their engines loudly. Primal tackled his way through them, making it to another entrance that closed behind him...

He was presented with dozens of floating panels assembling before him to create a pathway.

Behind him, two light-emitting drones zoomed past, illuminating the room...

"What has happened to this place?" Primal questioned. A light above him showed a shadowed figure descending upon cables...

"One might say it has become a throne room for myself, Primal Prime..." a raspy voice announced.

As the figure descended, they were revealed to be...

"Tarantulas..." Primal gasped. "What have you done with the Council of Elders?!" Primal demanded.

"Alas, they are no longer in control... Cybertron is now MY domain. You may kneel before your new lord and master, Primal Prime," Tarantulas stated.

Primal was still in shock as he looked at Tarantulas, who appeared to be wearing some mysterious control suit...

"Surprised to see one of your old foes, Primal Prime? I believe we have some "Catching up" to do... A few memory gaps to fill, as it were?" Tarantulas cackled lightly. "Let's start with the Beast Wars... They are over. While you MAY have won, I believe a few loose ends are running about. However, it seems you've brought them right to me..." Tarantulas cackled again, showing several viewscreens with the other Maximals upon them...


"We've got to lead these drones away from the Council Citadel!" Cheetor announced to his children.

"Yeah? Well, how about leading them away from OURSELVES?!" Shadow suggested.


"Your new beast modes may protect you from my virus, but they will not save you from my Vehicons..." Tarantulas boasted. "They are the way of the future: Transformers without sparks; no more individual minds, just one guiding intelligence... MINE!" Tarantulas explained.


"Split up! We can disperse their fire!" Cheetor told the others as they ran from the Vehicons.


"*I* control all of Cybertron!" Tarantulas explained, opening a trapdoor under Primal Prime's feet before lifting him up on a floating platform.

"I am the future; I have forged this planet into a single, elegant machine! It is now a vision of technological purity AND order! Yet you six MONGRELS would contaminate that vision with your accursed beast modes?!" Tarantulas ranted.

"My memory may be a little fuzzy, Tarantulas... But I seem to recall you not only obtaining a beast mode but relishing in the capabilities it came with..." Primal Prime explained.

"I may have appreciated it at the time... But I soon saw it as nothing more than a virus; I wiped it clean from my shell! The same way in which I wiped this planet clean! The same way I intend to finish the job with YOU!" Tarantulas roared, firing an energy burst at Primal Prime.


Cheetor led one tank drone on a high-speed chase along the ledges of several buildings before coming to a halt; he'd run out of running room! Thinking quickly, Cheetor clipped his swords' hilts together and used them to glide to safety as the tank drone continued to fire at him.


Tarantulas witnessed the feline's ingenious strategy and cursed under his breath.

"Blast!" he hissed.

Primal Prime smirked.

"What's wrong, Tarantulas? Is your "Single, elegant machine" having trouble with multitasking?" Primal taunted. Tarantulas ripped a monitor off the wall in anger.


Blackarachnia and the twins had led another tank drone up a high building and waited for it to peek over the edge; they then shoved it off, making it fall all the way down to the street below...


Tarantulas's rage was building.

"Frustrating, isn't it; trying to focus on six chaotic, individual minds at once?" Primal Prime taunted again.

"SILENCE!" Tarantulas near-shrieked.

"You're still ruled by your emotions; that's not technologically pure, Tarantulas... You can feel the anger rising within you... YOU'RE ABOUT READY TO EXPLODE!" Primal kept pushing.

"Oh, NO!" Tarantulas gasped in realisation. The control suit began disconnecting from him as Tarantulas transformed out of his robot mode!

Tarantulas's roar of fury echoed throughout the area as all the tank drones began shorting out and losing control!


"What's happening to them?!" Blackarachnia asked as she and the twins reunited with Rattrap and Cheetor.

"Maybe it was my "Animal magnetism"?" Rattrap joked.

"We have to help Big Bot; he's still in the Citadel!" Cheetor said.


Tarantulas, now in his Transmetal spider mode, rushed at Primal Prime; Primal transformed and held the spider around the neck with his arms, making Tarantulas look into the blank monitor he'd thrown earlier.

"Look at yourself, Tarantulas!" Primal told the Unicronian dictator. Tarantulas's beast mode looked like a patchwork of machine and somewhat organic pieces, as though he'd tried and failed to purge his beast mode from himself...

"You see the thing you despise the most, don't you? Cybertron will NEVER be pure as long as you still have a beast within; do you realise that?!" Primal Prime stated. "You have failed..."

"No, Prime... YOU have failed!" Tarantulas shouted, throwing the ape Transformer off his back.

"You're still too late to save your people..." he chuckled. "BILLIONS of Transformers! Their extinguished Sparks are on YOUR hands!" Tarantulas taunted.

"What have you done with them?!" Primal Prime growled.

"Perhaps if you'd gotten here sooner, things would be different; who's to say?" Tarantulas hinted, transforming into robot mode and reconnecting to the control suit.

"TELL ME WHAT YOU'VE DONE!" Primal roared, unable to control his rage any longer. Forcibly transformed into beast mode, Primal Prime looked at Tarantulas with fury...

"Who's the beast now, Primal Prime?" Tarantulas asked smugly. Raising his control suit's arms, Tarantulas opened the gateway for dozens of motorcycle drones to enter.

Fortunately for Primal Prime, the other Maximals entered as well! While Blackarachnia used her Electro-Web to knock the motorcycle drones out of commission, Cheetor and the twins witnessed the visage of their true enemy...

"Tarantulas!" Cheetor exclaimed.

Tarantulas started making the floor fall out from under Primal Prime's feet, forcing the gorilla to run for the safety of the entrance! At the last second, Primal fell...

He was then revealed to have transformed during the fall, rising on his flight pack.

"Come on, Big Bot; we've gotta get you out of here!" Cheetor insisted, grabbing his leader's shoulder.

"NO! This is MY fight!" Primal said stubbornly.

Blackarachnia wrapped a web around her leader as Tarantulas and the motorcycle drones rushed them...

Rattrap reached into his back-mounted toolkit with his tail. "Listen up, Boss Monkey; you've saved my tail plenty of times today, so it's my turn to save yours!" he said, unscrewing the panelling of a wall.

"Let's am-scray while we can!" Rattrap announced.

Cheetor and the others struggled to pull Primal away from the battle; the ape would NOT give up!

"TARANTULAS!" Primal shouted in rage.


Upon unscrewing a panel, the Maximals fell back into the underground area...

"I don't get it, Big Bot; I thought Tarantulas was destroyed! How did he get to be in charge of Cybertron?!" Cheetor asked.

"We... No, *I* failed... I could have prevented this nightmare. Now, it's up to me to make things right..." Primal decided.


Back in the Citadel, Tarantulas cackled; the game had only just begun...