Time seemed to move in slow motion for Nightscream as Jetstorm extracted Blackarachnia's Spark...

"Blackarachnia..." Nightscream whispered in shock.

"Look here, Mom; I caught a lightning bug!" Jetstorm announced in a Southern accent.

"No!" Nightscream exclaimed.

Transforming, Jetstorm took off...

"JETSTORM!" Nightscream shouted, transforming into beast mode to chase after the Aerial Commander... Mirage had witnessed the entire thing.


Meanwhile, Cheetor and Snowstalker were in disbelief.

"Rattrap, have you lost your mind?!" Snowstalker asked.

"Yeah; I mean, Tankor and Blastcharge are WHO?!" Cheetor asked in shock.

"Rhinox and Dinobot! Tankor and Blastcharge are Rhinox and Dinobot!" Rattrap explained.

"Are you sure? Rhinox was a genius, and Dinobot was smarter than Blastcharge is!" Cheetor reasoned.

"If Rhinox and Dinobot ARE in there, we must find a way to reach them!" Aurora exclaimed.


Primal Prime interfaced with the Oracle again, attempting to obtain some clarity...

"I do not doubt the Matrix's wisdom, but... Its visions confuse me. Please help me understand my role in its grand design..." Primal requested.


Primal was seemingly transported to a lush, green field void of technology!

As Primal trekked along, he witnessed plants that bore the faces of his comrades!

"Prime!" The plant with Aurora's face on it exclaimed in happiness.

Suddenly, thin, blue technological vines erupted from the ground; they ensnared Primal Prime's arms and the Maximal plants!

"NO!" Primal Prime protested, wrenching his arms free from the coils. Turning to face the plants, Primal was met with a shocking sight:

The plants and the faces they bore were now converted to techno-matter...

"How could you let this happen to us, Boss Monkey?" Rattrap's voice asked.

"You failed us, Primal, just as you failed Cybertron..." Cheetor's voice blamed as the now technological plants withered.

"How can I stop this?! TELL ME!" Primal shouted.


Rattrap was seething.

"Tarantulas did this! He turned Rhinox and Dinobot against us!" he said, his blood boiling.

"Definitely; otherwise, the pair would NEVER have betrayed us..." Aurora growled.

The twin tank Vehicons got to their feet...

"Rhinox?" Cheetor asked Tankor.

"Chopperface?" Rattrap asked Blastcharge.

"Is it you?" Aurora asked them both.

"Ch-Cheetor..." Tankor said slowly.

"Vermin..." Blastcharge snarled hesitantly.

"They remember..." Snowstalker said tearfully.

"You must have jarred something loose!" Aurora told Rattrap with happiness.

"And you two are Rhinox and Dinobot, remember?" Cheetor asked the Vehicons.

"Rhi...nox?" Tankor asked, still unsure.

"Dinobot..." Blastcharge stated, his memories slowly returning.

Tankor began screaming, his processor overwhelmed by conflicting memories!

"Tankor will DESTROY beast bots!" Tankor announced, a fireblast erupting from his mouth.

Blastcharge's eyes widened as Tankor transformed into tank mode.

"NO!" Dinobot's voice rang out.

Tankor began firing obsessively at Cheetor, Snowstalker, and Aurora, who simultaneously deflected every shot with their weaponry!

"We can't hurt Tankor, not with Rhinox in there!" Aurora stated before she and her parents were knocked aside by Tankor's cannon.

"Tankor will CRUSH mouse-bot!" Tankor announced as Rattrap transformed back into beast mode.

"C'mon, Rhinox; don't you recognise your old buddy, Rattrap?!" the rodent asked as Tankor began firing upon him.

Blastcharge/Dinobot watched on in shock, not believing his ears!

"This is impossible..." Blastcharge/Dinobot muttered.

"I'll take that as a big "No"..." Rattrap whimpered as a shot nearly grazed his ankles.

Climbing atop a pile of pipes, Rattrap cut the bonds that kept them upright and allowed them to fall upon Tankor!

"How was this plan of yours supposed to work, Spots?!" Rattrap asked Cheetor as the three felines transformed back into beast mode.

"We need to wake Rhinox up!" Aurora decreed.

"Tankor, PULVERIZE!" Tankor shouted as he freed himself from the fallen pipes.

"Time's up, kiddo; we've gotta make tracks before reinforcements arrive!" Snowstalker announced.

"TOO LATE!" Rattrap shrieked as a group of tank drones arrived on the scene. "We can't shut them down this time!" Aurora groaned as Tankor fired upon them. Blastcharge/Dinobot stomped over to them.

"This way!" he advised, pointing to an alleyway. Rattrap was delighted.

"Great to have you back, Dino-Butt!" he cheered, smirking.

As the Maximals ran for it, Blastcharge/Dinobot transformed into his tank mode and leapt over the alley to land ahead of them.

"Watch out, he's gaining on you!" the more level-headed Maximal/Vehicon warned. Looking back, the feline family and Rattrap observed that their regained ally was correct!

Tankor was ploughing through the storage crates that made up the alley, forcibly making his way towards the group!

Noticing a diagonal climb ahead, Blastcharge/Dinobot raced up it, gesturing with his tank mode's head for the Maximals to follow.

"How's THIS plan supposed to work, Chopperface?!" Rattrap asked with worry as the group ascended.

Tankor screamed as the circular saws within his arms were engaged... He cut away at the very beam that the group had ascended, making it shake...

Finishing the incision, Tankor began shaking the beam side-to-side, attempting to wrangle his prey...

"I am seriously missing our old turbo-jets right now..." Aurora whimpered to her parents.

"You and me both, kid!" Rattrap replied with a whine.

As the beam began to topple, Blastcharge/Dinobot saw only one option:

"JUMP!" he instructed, transforming into robot mode.

As he and the Maximals leapt for it, the beam fell upon some of Tankor's tank drones, destroying them!

Tankor screamed again as he and his drones began working on the beam farthest from them!

"It's fortunate that Tankor turned out to be one of us," Blastcharge/Dinobot said sarcastically, "Imagine if he had been recycled from a TRUE Predacon!"


Jetstorm was hovering in robot mode atop a building, gloating to Blackarachnia's Spark.

"I don't know what Tarantulas has in store for you, little lady, but I'm sure it won't be pleasant!" he chuckled sinisterly. The aerial Vehicon saw something out of the corner of his eyes...

"Gotcha!" Nightscream announced as he snatched the Spark canister from the Vehicon General's clutches.

"WHY, YOU LITTLE... Jetstorm, AFTERBURN!" Jetstorm announced, transforming into vehicle mode and chasing after the Maximal...

Firing rapidly and relentlessly, Jetstorm did all he could to keep up with the bat.

Nightscream made a sharp turn, leading Jetstorm to collide with an overpass!

As Jetstorm recovered, he transformed back into robot mode...

"Ah... Nice moves, kid!" the Vehicon complimented. "But around here, I'M Top Gun!" he announced, giving chase once again.

Nightscream flew through a pane of glass into a building before taking another sharp turn to confuse the jet. Jetstorm collided again, this time with the entrance to an elevator...

Transforming wordlessly into robot mode, Nightscream held the Spark canister in his right hand and charged up his amplifier...

Breaking open an elevator entrance, Nightscream flew up the elevator shaft. Jetstorm was not ignorant of THIS development...

"Oops; wrong turn, Batso!" he commented, firing upon the Maximal from below.

Landing upon a ledge, Nightscream cut some nearby cables...

"Uh-oh..." Jetstorm groaned as he heard the elevator shaft rumble.

Jetstorm screamed as the elevator landed upon him, driving him to the ground.

"C Sharp or B Flat?" Nightscream said with a smirk. "Music to my ears!" he remarked.

Soon after, Mirage was racing through the streets with Blackarachnia's body on top of him. He soon skidded to a stop, having caught up with Nightscream. Mirage transformed into robot mode and delicately placed the Widow's body on the ground.

"Going somewhere, tailpipe?" Nightscream asked.

"I'm just lookin' for something worth fragging," Mirage stated.

Nightscream frowned.

"Gee, me too; I guess we BOTH got lucky!" he remarked.

Mirage began firing rapidly at Nightscream as the youth jumped high. Mirage fired a grappler at Nightscream's ankle, snaring it and flinging the bat to the ground.

"That Spark is mine..." Mirage stated, dragging Nightscream towards him.

"Over my empty shell!" Nightscream decreed, firing his fangs at the Vehicon.

Draining most of Mirage's energy, Nightscream commented: "Sweet dreams, exhaust-for-brains..."


Blackarachnia's core consciousness was floating in a white void, searching for a way back to its body...

"Hello? Is anyone there?" the she-spider asked. Blackarachnia heard a familiar voice nearby.

"Blackarachnia? What are you doing here?" Primal Prime asked, still interfacing with the Oracle.

"Help me!" Blackarachnia pleaded, floating close. "Primal?" she asked, realising who the other voice was. Her hand seemed to phase through that of her leader's!

"Wh-What's happening to me?!" she gasped in shock.

"We are on a higher plane of existence; I've attained it by connecting with the Oracle," Primal Prime explained.

"But how did *I* get here?" Blackarachnia asked in confusion.

A grim truth occurred to Primal Prime...

"Your Spark must have left its' body..." he realised. Blackarachnia gasped.

"I'm... Offline?" she asked sorrowfully. "But if that's the case, how can we be talking?" she queried. Primal gave a smirk.

"All Cybertronians are connected by the Matrix, the Allspark of which we are all mere fragments..." Primal explained.

Meanwhile, Nightscream was trying to figure out how to replace Blackarachnia's Spark.


"Okay... Spark "A" goes into shell "B"... How hard can that be?" he asked himself. "Here goes something!" he announced, opening the Spark canister.

Attempting to replace Blackarachnia's Spark with sheer brute force, Nightscream struggled in his endeavour.

"C'mon, you slaggin'..." he grunted, trying to push the Black Widow's Spark back in. "Get in there!"


"No! No, I don't belong here! I have to get away!" Blackarachnia said in a panic, floating away from her leader.


Blackarachnia's Spark rapidly floated away from Nightscream and, by extension, away from Blackarachnia's shell.

"Hey! Where are you goin'?!" Nightscream asked in shock. "Come back!"


"I have to get away! I MUST get away!" Blackarachnia screamed in fear.


"Slow down, will you?! I'm trying to help!" Nightscream reasoned.


Floating back into Primal Prime's vicinity, Blackarachnia was met with her leader's calm gaze.

"It's all right, Blackarachnia; you're safe..." he advised sagely. "Your friends are near; I can sense it!" he said.


Blackarachnia's Spark hovered in place as Nightscream caught up to it in beast mode.

"That's it; don't be afraid!" Nightscream guided. "I've got you..."


"They cannot help you unless you focus..." Primal Prime advised. "Focus, Blackarachnia..." Primal Prime instructed.

Blackarachnia calmed down and concentrated.

"That's right; draw upon your warrior's discipline and find your still point... Good," Primal Prime instructed.


Blackarachnia's Spark finally re-merged with its' host shell...

"I did it... I did it!" Nightscream cheered.

As Blackarachnia's eyes refocused, Shadow walked into view.

"Dare I ask?" Shadow queried. Nightscream quirked an eyebrow.

"Where have YOU been, Slim Shady?" the bat asked. The panther sighed.

"Nowhere of importance..." he said sadly.

"For what it's worth... Thanks, kid," Blackarachnia told Nightscream gratefully. Nightscream smirked.

"It's the least I could do in return for you two "Babysitting" me," he replied.

"We'd better go and find the others," Shadow said, sighing. "I've got a feeling they'll need our help."


Tankor and his drones finished cutting the beam, leading to a Domino effect that toppled the others in sequence!

Realising it was too far to jump, Blastcharge/Dinobot had one piece of advice:

"Hold on to your skidplates!"

Coming down with a bang, Cheetor, Snowstalker, and Aurora were stuck! Rattrap and Blastcharge/Dinobot were nowhere to be seen, though...

"Rattrap?! Dinobot?!" Cheetor asked, trying to locate his allies. Tankor trundled up to the feline family...

"Wait, Rhinox! You don't have to do this!" Aurora told the confused Vehicon. Tankor hesitated.

"Rhinox..." Snowstalker said, urging him to listen.

"Tankor will crush cat-bots!" Tankor said, struggling to speak.

"Don't do this, Rhinox..." Cheetor urged. "It's us; Cheetor, Snowstalker, and Aurora! You remember, don't you?" Cheetor asked.

"Fight it, Big Green..." Snowstalker urged further.

"You know who you are!" Aurora stated.

Tankor screamed as the conflicting memories became too much!


Primal Prime heard a familiar voice screaming in pain...

He was suddenly transported to a dark, stormy clearing...

There, stood before him, doubled over in pain, was:

"Rhinox!" the Maximal leader exclaimed.

As lightning struck and thunder echoed all around Primal Prime, the Maximal Leader was in happy disbelief.

"Rhinox! Thank the Matrix, you're alive!" Primal Prime said joyously.

"Trapped... Abandoned!" Rhinox groaned, writhing in agony.

Primal frowned. "This is Tarantulas's doing, but I can help you..." Primal reassured, holding out his hand.

"Stay away from me!" Rhinox suddenly protested. "Tarantulas isn't the problem; you are!" he announced. Primal was shocked at what he was hearing from his old friend.

"Y-You don't know what you're saying! Tarantulas has started a war between the organic and technological; we can't overcome the rampant force of his destructive technology!" Primal reasoned/explained.

"Don't you see, Primal?!" Rhinox shouted. "NATURE is the destructive force! Tarantulas is right: as long as Sparks remain as individuals, the wars will only continue!" he announced, his form flashing between his Maximal self and... Tankor?!


"NO!" Primal Prime cried, his voice echoing throughout the Oracle chamber...


"Rhinox!" Cheetor shouted in worry. Suddenly, three strands of energy web snared the feline family, pulling them to safety!

"I'm sorry; am I interrupting something?" Blackarachnia asked half-seriously as Tankor's drones approached.

Nightscream flew in at that moment, issuing a mighty sonic blast from his amplifier that destroyed the tank drones!

"I hope those mindless Tonka toys were still under warranty!" Shadow joked as he arrived. Just as Blackarachnia jumped onto Tankor's shoulder, Cheetor warned her against using violence.

"Don't hurt him! HE'S RHINOX!" the feline father instructed.

Blackarachnia was shell-shocked.

"What?!" the she-spider gasped as Tankor threw her off of him. The Black Widow collided with a pile of containers, unearthing Rattrap and Blastcharge/Dinobot.

"I feel like I was hit by a ten-tonne truck..." Blastcharge/Dinobot groaned.

"What about him?" Nightscream asked. "That's just old Chopperface, kid; nothin' to worry about," Rattrap groaned.

As Tankor's scanners worked in a frenzy to figure out who the Maximals were to him, Cheetor tried to reassure his old friend.

"Easy, Rhinox; we just want to help you..." Cheetor told the Vehicon.

"I don't NEED any of YOUR help!" Tankor replied in Rhinox's voice.

"Rhinox?! It IS you! But how-" Blackarachnia began before being cut off by Rhinox.

"Ever since Tarantulas abducted my Spark and changed me, I've been conscious inside Tankor. I couldn't reach the surface or communicate... But at every moment, I was watching and learning!" Rhinox explained.

"We've recovered Dinobot AND you! Together, we can defeat Tarantulas!" Cheetor cheered.

"DEFEAT him?! Open your eyes! Tarantulas is the only hope this planet has of achieving technological perfection!" Rhinox attempted to reason with his old comrades.

"Insanity!" Dinobot/Blastcharge decreed. "Tarantulas is, and always will be, the enemy!"

"He's an impostor!" Cheetor accused. "The Rhinox *I* knew would NEVER side with Tarantulas!"

"You don't think his Spark has been corrupted?!" Aurora gasped in concern.

"Yep! It's up to us to save him! I ain't letting Big Green's memory be soiled by THIS poser!" Rattrap decreed. "I am transformed!" he said, converting into robot mode.

"Take him, NOW!" Cheetor ordered, transforming and rushing at Rhinox.

"Is this YOUR way of achieving peace and harmony?! This isn't the jungle, Cheetor!" Rhinox declared.

Rattrap and Shadow jumped onto Rhinox's head, blocking the massive Transformer's eyes.

"What're you waitin' for, Chopperface and webs?!" Rattrap asked.

"Yeah, let's go!" Shadow told the pair.

Blackarachnia shot an energy web at Rhinox's feet, which she then passed to Dinobot/Blastcharge, who pulled it tight to make Rhinox fall.

As the other Maximals rushed to restrain the Vehicon, Cheetor had one thing on his mind:

"Rattrap, use your tail interface! If Rhinox won't change his mind, we'll do it FOR him!" the cat ordered.

"Are you sure about this?!" Rattrap asked hesitantly. Dinobot/Blastcharge nodded in agreement with the rodent.

"The vermin gives a valid point; are we any better than Tarantulas if we carry this out?!" he asked.

"Do you want Rhinox back or not?!" Cheetyor asked aggressively.

"What are you waiting for?! DO IT!" Blackarachnia shouted.

"All right, fine!" Rattrap whined, readying his tail interface...

"Rattrap, belay that order! Maximals... And former Vehicon, stand down!" Primal Prime's voice rang out.

"But Primal, he was-" Aurora tried, but the ape's decision was final.

"Rhinox has made his choice..." Primal Prime stated. "Dinobot's right; if we tamper with Rhinox's mind, we're no better than Tarantulas... " he announced. "Release him, now."

Obeying orders, the Maximals (And former Vehicon) let their old friend up.

"Tarantulas wants this planet to run harmoniously, but harmony without free will doesn't constitute harmony at all... I pray that you'll understand that, given some time, Rhinox," Primal explained to his former comrade.

Rhinox began trundling away...

"Goodbye, Primal Prime; when we meet again, it will NOT be as allies..." Rhinox whispered.


Later, Dinobot had been successfully reformatted into a feathered velociraptor. Cheetor was still fuming.

"How could you let him go?" the cat asked. "He wasn't just one of us; he was the best of us!"

"Prime doesn't like it any more than you do, Dad; please let it go..." Shadow said, his thoughts still on Raptrix.

"Yeah, he understands the Matrix AND our place within it in the grand scheme of things..." Blackarachnia explained.

"Care to share that with us?" Rattrap asked.

"I believe the Matrix has shown me the meaning of our quest: The truth has always been before us, within our Maximal-"

Dinobot cleared his throat.

"And former Predacon bodies..." Primal explained.

"What're you talkin' about?" Rattrap asked.

"The Beast Wars on prehistoric Earth weren't fought in vain! The Matrix sent us there to bring back the organic elements we now carry in our techno-organic bodies! The Matrix wills that we restore nature to Cybertron..." Primal reasoned.

Dinobot was confused, as were the others.

"Was this planet natural to begin with?" he asked. Primal nodded. "We've seen the evidence; myself and the others, that is... Remember the tree in Nightscream's chamber? The Matrix is relying upon us to stop Tarantulas's technological onslaught!" Primal explained.

The Maximal leader gained an expression of resolve.

"I dare not fail it again..."