Within the Maximal base, the group were undergoing various forms of training.

Snowstalker and Cheetor were sparring while their children meditated. Blackarachnia was guiding Rattrap on transformation.

Meanwhile, someone or something was watching them.

As Snowstalker managed to beat Cheetor back, Primal Prime kept a keen eye on the proceedings.

"Good. Now, amidst the chaos, find your centre, your still point," Primal Prime advised.

"My still point, right," Snowstalker said, charging at her partner. Cheetor transformed, donkey-kicking Snowstalker into the air!

"Reach out to the Matrix, Snowstalker! Don't give in to your emotions!" Primal Prime warned the tigress.

Transforming in midair, Snowstalker landed safely on her feet.

"Great recovery, Snowy!" Cheetor complimented. Snowstalker smirked.

"Being a feline has its advantages, I guess," she remarked.

"Transform back to beast mode, you two; we don't want to attract any Vehicons," Primal Prime ordered. Cheetor obeyed, but Snowstalker was hesitant.

"Do I have to?" she groaned. Primal nodded. "Unless you WANT your old "Friends" finding us," he said with a knowing smirk.

Snowstalker frowned. "Yeah, no thanks," she said, reverting to her white tiger form.

Meanwhile, Blackarachnia was having little luck with Rattrap's training.

"Find your emotional centre, Rat-bait; clear your mind!" she advised in exasperation.

Rattrap was growing increasingly frustrated.

"I am... Transformed!" he tried optimistically. Realising it hadn't worked, he tried again. This time, he made a proper attempt.

"Okay; clear my mind, don't think about anything. I am transformed!" Rattrap announced hastily. Rattrap's body surged with energy; alas, no robot mode emerged.

"Patience, Rattrap; as you've already learned, there are no shortcuts to mastering the technique!" Primal Prime reminded.

"Why don't you save your advice for Rhinox, Silverbolt, Dinoboob, Raptrix and Waspinator, banana-breath?!" Rattrap asked angrily.

Primal Prime looked down in sadness and walked away.

Cheetor gave Rattrap a stern look.

"That was low, even for you..." he growled.

"You know how guilty he feels about losing them along with the rest of the planet," Blackarachnia stated.

"Besides, getting Mom back only reinforced how far Tarantulas is willing to push things!" Aurora said.

"Planet, my aft! I've got enough on my plate with worrying about my OWN tail!" Rattrap retorted.

"Vintage Rattrap, always looking at the big picture!" Shadow said sarcastically.

"Easy for you to say, fuzz-butt! You ain't stuck in some worthless beast mode!" Rattrap argued.

Suddenly, the sounds of a struggle between Primal Prime and something else flooded the area. Primal had noticed something or someone spying on them.

Rattrap illuminated the pair with a flashlight from his toolkit.

"Gotcha!" Primal Prime announced as the creature began screeching.

Shrieking, the creature made Primal Prime let go and drop to the ground.

It was:

"A bat?! Where'd THAT come from?! Snowstalker asked in shock.

"This is impossible! How can it LIVE down here?!" Blackarachnia queried.

"Even with wings, a rat's still a rat!" Rattrap said with pride. "And we're survivors!"

Watching as the bat flew into a tunnel, Primal Prime gained a determined expression.

"Explanations can wait! We must catch it before it gets too far ahead of us!" Primal ordered.

The Maximals chased the bat through the tunnel systems, Primal Prime giving the team their orders.

"Remain in beast mode; only use robot mode if necessary! We don't want to attract the Vehicons' attention!"

The bat noticed its pursuers and began attempting to elude them.

"Split up!" Primal Prime ordered, picking a path to continue his pursuit.

The others chose their respective paths as Primal Prime collided with a narrow pathway that left him dizzy.

Rattrap jumped from a lower path and grabbed the bat's feet, screaming as the bat screeched loudly again.

"My audio receptors!" Rattrap whined as he dropped to the ground.

Watching as the bat escaped, Rattrap advised Primal Prime on the correct direction.

"Go left! LEFT!"

The bat came up against one of Blackarachnia's energy webs but managed to avoid it in time.

As it seemed like the bat would escape again, Cheetor and Snowtalker emerged in their robot modes, pinning the bat down.

"Oh, no, you don't!" Cheetor chastised.

"Look out!" Primal Prime advised Rattrap as they both collided with the energy web.

"Ugh, is this what you meant by "Find your still point"?" Blackarachnia asked sarcastically.

As Primal Prime and Rattrap descended from the web, Cheetor and Snowstalker could only admire the bat's tenacity.

"Poor thing; who knew there were any animals left on Cybertron?" Aurora asked.

"Who knew there were animals on Cybertron, period?" Shadow asked with a sigh.

"Well... Now that we've got it, what should we do?" Rattrap asked.

"We certainly can't set it free; Tarantulas would destroy it!" Primal answered.

"Get your stinkin' paws off me, you big, dirty ape..." the bat... SPOKE?!

As Cheetor and Snowstalker released the bat, Blackarachnia asked the obvious question:

"YOU'RE a Maximal?!"

"No, I'm quite obviously a figment of your collective imaginations... OF COURSE I'M A MAXIMAL! The real question is what YOU'RE supposed to be..." the bat answered.

"It's a... Long story," Primal Prime answered.

"Whatever; I've got better things to do than sitting around, waiting to get vaped," the bat replied, beginning to fly off.

"WAIT! Who are you?! Are there any others?!" Primal Prime asked.

Just as the bat was about to answer, a blast destroyed Blackarachnia's energy web!

The Maximals went flying as Jetstorm and his Aero Drones arrived!

"Well, well, well; it looks like what we have here is an unlawful assembly... I'm afraid I'll have to take you guys downtown IN PIECES!" Jetstorm announced.

Cackling madly, Jetstorm and the Aero Drones opened fire upon the assembled Maximals.

"I am transformed!" All but Rattrap and the bat announced, beginning to fight back.

Oh, man, I HATE this part!" Rattrap whined as he went to find a hiding spot.

Primal Prime took shots to his forearm armour before reflecting them at the Aero Drones as Cheetor, Snowstalker, And their children deflected shots with their respective swords and powers. Blackarachnia erected an energy web to hold back some of the drones as the bat Maximal flew around erratically to escape the shots.

"Way to go, freak-bots! What'd it take, five milliseconds for you to lead them right to me?!" the bat Maximal asked sarcastically.

Trying to fly away, the bat Maximal was intercepted and grabbed by Jetstorm. As the bat Maximal screeched, Jetstorm chuckled.

"Don't worry about the pain, bat-boy; *I* won't feel a thing!" he sneered.

Taking more shots to his forearm armour, Primal Prime saw the bat in trouble, reflecting the shots directly at Jetstorm, freeing the bat Maximal.

"WAIT!" Primal Prime shouted at the bat Maximal as he flew off. An explosion rocked the area as the Maximals transformed into beast mode.

"Maximals, reatreat!" Primal Prime ordered.

Cheetor, Snowstalker, and the twins rolled their eyes but obeyed orders.

"Jetstorm, AFTERBURN!" the aerial commander announced, transforming into vehicle mode alongside his drones as they went to pursue their prey...

"There'd better be a nice block of cheese at the end of this maze!" Rattrap whined as he and the other Maximals fled.

As Jetstorm and the drones rounded a corner, they arrived at an intersection with three available paths.

"I LOVE it when they play "Hard-To-Get"!" he announced, launching a remote scanner. The scanner immediately went down the most recently used pathway, leading the Vehicon General on. The scanner went ahead of the Maximals, leading to Blackarachnia's remark:

"He MISSED!"

Jetstorm chuckled.

"Au contraire, mon cher!" he hissed as the scanner came to them. It was now clear that the so-called "Scanner" was a bomb...

The bat Maximal intervened at this point, screeching at the bomb and sending it off-kilter!

The bomb's trajectory altered, leading it towards Jetstorm and the Aero Drones!

The aerial commander and his minions fled before another explosion rocked the area!

"LOOK OUT!" Primal Prime warned as the explosion went over the Maximals' heads.

As the bat Maximal continued to screech, the sound it emitted began screwing with the Aero Drones' targeting systems, making them fire upon each other!

"What are you doing?!" Jetstorm asked angrily. Another drone fired, this time at him!

"THAT'S IT! I'm through working with a bunch of empty-headed, tin-plated..." Jetstorm was interrupted by the Maximals surrounding him.

"Ganging up on ME?! Let's see how tough you are when I bring a whole ARMY back! Jetstorm, AFTERBURN!" the aerial commander announced before transforming and flying off.

"Thank the Matrix, he's gone..." Cheetor sighed.

"If you were smart, YOU'D be gone, too!" the bat Maximal replied.

"Gee, thanks, pal; we NEVER would've thought of that!" Rattrap said sarcastically.

As the bat Maximal flew off, Primal Prime still wanted answers.

"Wait! Who are you?!"

The bat Maximal came back in a huff.

"That's not important right now; what IS important is getting you out of here! Follow me," he groaned.

"Yeah, right; like we can trust YOU?" Shadow asked sarcastically.

"Like you've got a choice?" the bat Maximal replied with a smirk.

"What's your name?" Primal Prime asked.

"I'll tell you that when you've gained MY trust," the bat replied.

Primal Prime was finishing up his tale of the Maximals' reformatting.

"And that's when I bonded with the Oracle, a device that allowed me to interface with the Matrix, the spark that shares its' light with us all," Primal Prime recalled.

"I thought the Matrix was some old myth!" the bat Maximal said in amazement.

"So much for a myth! It gave us these techno-organic bodies. For all the good mine does me!" Rattrap replied with a whine.

Primal Prime gave Rattrap an empathetic look, then turned to the bat Maximal.

"You're the first survivor we've found; what happened here?" he asked.

Heaving a sigh, the bat explained his recollection of the events that led to this situation.

"Nobody saw it coming; a virus suddenly began spreading over the whole planet; every single Cybertronian became infected! Many were deactivated, and most vanished. Then, the drones arrived, just a few at first. Then, hundreds. Thousands, even. They hunted down any survivors. I fled underground, deeper and deeper 'till I fell into this pit and went temporarily offline. I reactivated looking like this!" the bat explained. "Don't ask me how or why, but it's how I've managed to survive," he finished. "Well, here we are," the bat said, leading the Maximals to his makeshift base.

Primal Prime was in awe.

"An organic tree on Cybertron?!" he gasped, seeing the majestic plant in the middle of it all.

The bat picked a fruit off of the tree.

"This'll make you feel better! They taste good!" the bat suggested as Primal Prime picked a similar fruit from the same tree.

"But food's unnecessary!" Aurora said, her brother nodding in agreement.

"It's a pure luxury for Cybertronians," Snowstalker added.

"Besides, we fuel up on Energon, period!" Cheetor stated.

Primal Prime cleared his throat.

"Or rather, we USED to, before we were reformatted... Perhaps this fruit will enrich our new bodies," the Maximal leader surmised.

"Only one way to find out!" Rattrap said, bringing a fruit to his lips. Cheetor swatted it away with his tail.

"Are you insane?! He's working for Tarantulas! How else could Jetstorm have found us so quickly?!" Cheetor asked.

"Because a certain pair of lovebirds panicked and transformed into robot mode! That's how they scan us, remember?" Blackarachnia reminded.

"Then why was he spying on us?" Snowstalker growled.

"I was TRYING to remember how to transform! I figured I could learn by watching a fellow rodent. Like that would ever happen," the bat chuckled.

"Like that would ever happen!" Rattrap said in a mocking tone.

Primal Prime sniffed the fruit he was holding. Bringing it to his lips, he was interrupted by Cheetor.

"What're you doing?!"

"The Matrix led us here," Primal reasoned. "This could be the path to understanding our newly organic natures!" he said. Primal Prime took a bite of the fruit he was holding.

Blackarachnia also began eating, followed by Rattrap.

"Mmm... Anyone for seconds?" Rattrap asked.

Cheetor and his family looked at one another and walked off.

"Huh, party pooper!" Rattrap remarked.

As Primal Prime climbed the tree to get more fruit, Cheetor turned his head to see the Maximal leader acting strange.

"Primal..."

"Hey, Caesar, you okay?" Shadow asked.

"Yeah, what's happening to you?" Aurora added.

"Sit! Eat! Get stronger!" Primal replied primitively.

Snowstalker snarled.

"Nuh-uh! SOME people have to be responsible around here!" she replied.

As Cheetor and his family exited the bat's base, the rodent followed them out.

"Why are you following us?!" Cheetor asked angrily.

"Hey, take it easy! I'm just as worried about your buddies as you are!" the bat replied. "I didn't know the fruit would do THAT to them!" he explained.

"Like WE'RE supposed to believe that horse-slag?!" Shadow asked before withering under his mother's glare.

"This whole thing stinks of Tarantulas..." Aurora added.

"WATCH IT! Tarantulas destroyed everything and everyone I ever cared about! Don't you EVER accuse me of-" the bat started before Cheetor cut him off.

"Hold it! You hear that?!" the cat asked. Jet engines were upon the wind. "Vehicons!" The group said in unison.

Heading back into the base, Cheetor, his family, and the unnamed bat Transformer tried to warn the other Maximals.

"Guys, it's Jetstorm! We've gotta make like this tree and leave!" Cheetor announced.

The three other Maximals continued eating. Cheetor looked at his lover in dismay.

"Come on, Primal; this stuff isn't helping you!" Snowstalker urged.

Plucking a fruit from the Maximal leader's hand, The bat attempted to help the felines.

"Snacktime's over, ya big ape!" he said.

Primal Prime beat his chest with his open palms as he, Blackarachnia and Rattrap began advancing upon the feline family.

"Get a grip, people; it's us!" Aurora whined.

Jetstorm and the Aero Drones suddenly appeared.

"Seek and ye shall find!" he remarked, opening fire.

"I am transformed!" Cheetor and his family announced in unison.

As the Vehicons opened fire, Cheetor and his family began deflecting the blasts with their weapons and powers.

The remaining three Maximals made their way back to the tree, though.

"Guys! What are you doing?!" Cheetor asked in shock as the Maximals began to eat again.

"We've gotta get them away from the tree!" the bat Transformer said.

Cheetor noticed the tree's roots and formulated a plan.

"Cover me!" he told his family, rushing at the tree. Cheetor slashed through the tree's trunk, severing whatever connection it had to the Maximals, its leaves turning black and falling off.

"NO!" the bat Transformer yelled in despair.

As the three fruit-affected Maximals came back to their senses, Primal Prime's commander instincts kicked in.

"Maximals, counter-attack!" he ordered. "I AM TRANSFORMED!"

"I am transformed!" Blackarachnia said, transforming.

"What did you do?! WHAT DID YOU DO?! How am I supposed to survive now?!" the bat Transformer asked before being shot in the back by Jetstorm.

"Batty!" Aurora and Shadow said in worried unison.

"Hold them off! I can reformat him..." Primal Prime said with determination.

"It's gone; I'm a goner," the bat Transformer stated.

"Primal, wait! You're not strong enough to do that yet!" Cheetor advised.

"I *WON'T* lose another Maximal!" Primal Prime rebutted.

Turning to the injured Maximal, Primal Prime's eye glowed blue as a bright light engulfed him and the unnamed bat.

Primal Prime reverted to beast mode as the bat stood up.

"Nice upgrade!" the bat said as he came to.

"Don't just hover there... GET THEM!" Jetstorm ordered his drones.

As the Aero Drones opened fire again, the bat flew around, making their shots hit each other. Blackarachnia kicked three drones in the head before crouching with Rattrap.

"Primal!" Cheetor and his family shouted, making their way to their leader.

Jetstorm's evil cackling echoed throughout the area as he and his Aero Drones opened fire on the feline family. The Cat Clan deflected the shots with their powers and weapons as the bat Transformer came up behind the Vehicons.

"I am... TRANSFORMED!" the bat announced, transforming into his new robot mode.

"You've gotta be KIDDING me!" Rattrap said in exasperation.

Using a sonic emitter on his shoulders, the bat Transformer amplified his voice to the point where it destroyed two drones. He then aimed at Jetstorm.

Launching a pair of fangs at the Vehicon General, the bat Transformer drained him of all but 10% of his energy.

"Aero Drones... Get me OUT OF HERE!" Jetstorm ordered weakly.

The drones obeyed their leader, carrying him out of the area.

The Maximals transformed into beast mode, and Cheetor was concerned about Primal Prime.

"Primal..."

"The reformatting... It drained me. For now, you must carry on without me. Until I regain my strength, you and your family will lead us, Cheetor," Primal Prime ordered weakly.

"Us?!" Cheetor gasped.

"But you wouldn't even be hurt if it weren't for us!" Snowstalker replied.

"Dad destroyed the tree, remember?" Aurora said, her brother nodding in agreement.

"It was a wise decision... Its' purely organic nature was devolving us; you were correct to trust your instincts..."

Cheetor nodded. "Build a stretcher; we're moving out," he said.

"Sheesh, on the job for less than a nanosecond, and he's already barking orders!" Rattrap complained.

Turning to the unnamed bat Transformer, Aurora asked: "Well, Batman, are you in or out?"

The bat Transformer grinned. "I'm in! And by the way, the name's Nightscream,"

As the group walked away, they couldn't know that one of the leftover fruit was growing new roots.